INVESTMENT PROJECTS (INBOUND AND OUTBOUND)

Our lawyers and practitioners have maintained an investment consulting practice since 1988, the time that Vietnam issued “Open Policy” to attract foreign investment, placing the Firm in the best position to advise and provide comprehensive services to foreign investors on the establishment and operations of their investment projects in Vietnam, as well as to provide legal advice on all aspects of the Vietnamese law on investment. Foreign individuals or entities can take advantage of our comprehensive services as follows:

Policies and Conditions

  • Offering up-to-date advice on policies, the road map of implementation of Vietnam’s WTO commitments and market conditions in areas open to foreign investment in general and/or in investor’s specific business sector(s) with detailed analyses on advantages and disadvantages of various scenarios;
  • Advising on the possibility of obtaining an Investment Certificate for the specific project of a prospective investor in Vietnam with analyses on technical barriers and conditions by laws and consideration of possible changes necessary to have the project accepted by Vietnamese Authorities;
  • Advising prospective investors on the appropriate forms of direct and indirect investment available under the laws of Vietnam with comparison of advantages and disadvantages of each form of investment to simplify the investor’s choice.

Document Drafting and Negotiations

  • Offering detailed advice on procedures and documents required for particular projects, and assisting investors in the drafting of project-related documents; reviewing and advising on all legal aspects of project-related documents;
  • Representing investors in legal negotiations with their business partners concerning the project-related documents;
  • Providing all other support services, such as printing, translations, editing, notarizing, etc.

Securing Investment Certificate

  • Representing investors in the submission of application dossier to the proper Vietnamese authorities and following up the appraisal of the application dossier by these Vietnamese Authorities;
  • Representing investor or participating with investor in discussions or arrangements with Vietnamese Authorities in order to have projects approved with the most preferential treatments possible;
  • Obtaining Investment Certificates for projects.

Other Services

  • Advising investors on the legal aspects of office leases and other land-related matters for construction of projects, labor and employment, company working regulations, business contracts, etc.;
  • Assisting investors in locating land sites which would best meet with requirements of investors’ investment projects.

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MERGERS & ACQUISITIONS

Our lawyers and professionals have extensive experience which enables us to advise investors well and to represent them in all matters relating to mergers and acquisitions as well as joint venture matters, both foreign and domestic. Before you merge with or acquire another company you should consult with us concerning:

Investment Policy and Approach

  • Advising on the policies of the Government of Vietnam on corporate mergers and acquisitions with analyses of legal restrictions and practical barriers to foreign investors, especially those relating to securities, telecom, and banking business sectors;
  • Advising on and structuring transactions concerning mergers and acquisitions, with analyses on the probability of obtaining approvals of such transactions from Vietnamese Authorities;
  • Advising on, and arranging appropriate approaches for implementation of transactions concerning mergers and acquisitions. Suggesting creative solutions for problem areas that occur in this area.

Advice and Preparation of Documents

  • Advising on all legal aspects related to merger and acquisition transactions, including reviewing and counseling clients on documents used in the transactions, with any necessary legal suggestions and/or alerts;
  • Drafting of documents and representing investors in the completion of procedures for completing merger or acquisition transactions;
  • Preparation of all necessary documents for registration of   transactions under the laws of Vietnam.

Conducting Due Diligence

  • Assisting or representing investors in conducting due diligence on the legal aspects of the company to be merged, or to be acquired under the transactions, including the legal status of its assets, properties and contractual obligations;
  • Providing legal assessments on such company and its assets.

Negotiations

  • Representing investors in negotiations with companies to be merged or acquired concerning the transactions and drafting of all necessary documents to complete the transactions;
  • Reviewing negotiations, advising investors about the negotiations and completing transactional documents based on the results of these negotiations.

Securing Approvals

  • Representing investors  in submitting the application dossier and following up the appraisal and registration process of the transactions with  Vietnamese Authorities;
  • Representing investors in making demonstrations and arrangements of transactions with Vietnamese Authorities in order to secure approvals, registrations, etc.

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CONTRACTS

We specialize in contract drafting in order to achieve our clients’ commercial objectives and improve their commercial awareness. Our services include advice on all aspects of contractual issues. We are experienced in the drafting of clear and unambiguous contracts, contract design, assessment and negotiation of contracts of extremely varied types. Our expertise includes, but is not limited to: joint venture agreements, loan agreements, share purchase contracts, shareholders’ agreements, franchise contracts, agency or distributorship agreements, business co-operation contracts, construction contracts, land lease contracts, asset mortgage contracts, asset pledge contracts, etc.

Our lawyers possess expertise in international contracts and can offer advice covering issues of governing and applicable law, choice of jurisdiction, dispute clauses, conflict of laws, etc. Our lawyers and other professionals use their skills and resources to provide the highest level of services in a broad range of complex contractual transactions. We pay particular attention to efficient tax optimizing structures and solutions. If you are involved in any sort of transaction, we can draft the appropriate contractual document including:

Review and Legal Advice

  • Reviewing and providing advice on legal aspects of all types of contracts, including international contracts providing all necessary amendments to ensure their validity and enforceability in Vietnam.

Structuring and Drafting

  • Structuring of business contracts to deal with the most common commercial transactions of our clients;
  • Restructuring contractual transactions as necessary to maximize the rights and interests of our clients;
  • Drafting new contracts or redrafting clients’ existing contracts, whichever is most suitable.

Negotiation of Contracts

  • Providing detailed analysis and assessment of transactions and advising our clients on strategic matters in contract negotiations;
  • Representing clients in the negotiation of contracts.

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DUE DILIGENCE & SURVEYS

Vietnam is potential market for business but contains possible policy risks in comparison with other market in the region. Before starting a business, making an investment or developing a new project, we are able to assist client in:

Conducting Surveys and Analyses

  • Organization and conducting of field surveys and desk studies of specific products in the market and provide detailed reports on our findings;
  • Supplying in-depth analyses based on findings from field and desk surveys using efficient analytic methods to generate detailed reports.

Reports and Presentations

  • Providing detailed survey reports with both quantitative and qualitative analyses for various purposes, such as for investment, distributions, simplification and reforms of business licensing administration procedures, and legal reforms;
  • Presentation of the reports, findings and recommendations at workshops for all interested parties.

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COSMETICS, FOODS AND DRINKS

bizconsult’s lawyers and practitioners have wide experience and extensive knowledge of both legal and business aspects of product sales, from initial market assessment to product penetration in a new market. We offer a full range of legal advice and excellent services on commerce, distribution and sale of products in Vietnam especially drugs, cosmetics or specific conditional products. The rules in Vietnam on product sales and distribution are complex. Don’t try to enter the market without looking into the following:

Policies and Conditions

  • Offering the most up-to-date advice on Vietnam’s policies and WTO commitments on trading rights and distribution of products, including drugs, cosmetics and nutrition supplements in Vietnam, with solutions on how to satisfy conditions for penetration into the Vietnamese market;
  • Advising on the possibility of obtaining permits and business licenses for import and sale of specific products, especially those applicable to drugs and cosmetics, and providing possible suggestions on the preparation of documents to increase the likelihood of obtaining those licenses.

Document Drafting

  • Advising on procedures and detailed requirements for preparation of documents required by the laws of Vietnam for granting of sale permits or  business licenses for specific products;
  • Drafting of all necessary documents and providing support for these documents, such as translations, arrangements for notarization, etc.

Securing Sale Permits

  • Representing clients in the submission of application dossiers to Vietnamese Authorities and in obtaining sale permits and/or business licenses from these authorities for specific products;
  • Representing clients in giving demonstrations to and providing explanations and clarification to  Vietnamese Authorities on the application dossiers as well as lobbying those authorities for approval.

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DISPUTE RESOLUTION

The Firm has considerable experience in commercial and contractual litigation, employment litigation, trademark and unfair business practice cases as well as civil litigation including enforcement of the judgments of courts and arbitrators. The Firm offers skilled and effective counsel in litigation and is able to serve each client’s interests with personal attention and utmost confidence. If you are involved in a dispute that you have been unable to resolve, ask us to:

Strategy and Resolutions of Disputes

  • Reviewing and analyzing the dispute with analysis of its strengths, weakness and possible risks;
  • Offering practical advice on course of actions and potential means of resolving the disputes.

Document Preparation and Mediation

  • Reviewing and offering advice on existing documents related to disputes, including proofs and evidence;
  • Drafting and preparing necessary documents, including claims, counter-claims;
  • Representing clients in the negotiation and meditation of disputes with third parties

Representation at Courts/Arbitration

  • Acting as defense counsel of clients before courts and arbitration bodies in Vietnam at all stages of proceedings.

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Real Estate & Construction/EPC

One of the Firm’s core services is the handling of real estate transactions. We handle all types of real property transactions, both commercial and residential, and provide advice on all aspects of Vietnamese law on property: business, housing and land. Services include the negotiation and drafting of commercial leases, building development agreements and construction contracts; advice to private individuals, property owners, investors, lenders, developers, contractors and property-owning institutions on contentious property matters, such as acquisition, landlord and tenant issues as well as mortgage transactions.

Whether you are a property owner or prospective property owner, before you buy, sell or enter into a lease or an investment, you should consult us concerning:

Investment Policy and Conditions

  • Providing advice on policies and statutory conditions of Vietnam Government on foreign investment in the real estate business sector in Vietnam, with alerts on legal barriers to foreign investors in this sector;
  • Determining the possibility of obtaining an Investment Certificate for investors’ specific property projects, and consideration of alternative solutions for obtaining approvals;
  • Providing advice on appropriate forms of companies for investors to engage in real property business.

Document Drafting

  • Counseling clients and drafting documents for obtaining Investment Certificate for specific real property projects;
  • Reviewing existing documents to ensure their compliance with the laws of Vietnam;
  • Providing up-to-date advice on all legal aspects related to land transactions, including reviewing project site to ensure conformity with development masterplan, policies on rehabilitation and compensation for land acquisition and clearance;
  • Offering advice on and drafting contracts and other documents relating to the acquisition and development of land.

Contract Negotiations

  • Representing investors in contract negotiations with property owners, occupiers, third parties and Vietnamese Authorities in all matters relating to the acquisition of real estate;
  • Representing investors in making all necessary arrangements with property owners for land acquisition.

Securing Approvals

  • Representing investors in submitting project applications and in completing procedures for obtaining necessary approvals for investment in real estate projects;
  • Providing hands-on support to investors concerning development and operation of real estate projects.

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CORPORATE & COMMERCIAL

Establishment and administration of a new company, including any branches, representative offices and associations is one of the core services of the Firm’s practice. We counsel on all legal aspects and assist investors in the completion of all necessary procedures and the obtaining of all required licenses for the establishment and operation of their companies, branches and representative offices both in Vietnam and in other countries. If you are forming a new company, you will benefit from our corporate services including:

Selection of Form of Company

  • Offering advice on appropriate forms of company with analyses on the advantages and disadvantages of each form to facilitate investors’ choice of form;
  • Offering advice on ways to satisfy the statutory conditions for engaging in conditional business sectors either before or after obtaining the Business Registration;
  • Offering advice on all aspects related to representative offices, branches and subsidiaries.

Document Drafting and Negotiations

  • Offering advice on procedures and documents for setting up a company, representative office or branches, as well as on statutory conditions to be satisfied for the company to engage in conditional business sectors;
  • Drafting of documents, such as the company’s charter, joint venture contracts, commercial contracts as well as representing investors in completing procedures for incorporation of companies, representative offices and/or branches in Vietnam;
  • Advising on and representing clients in the negotiation of documents with their partners, such as matters related to the company’s organizational structure, voting rights, operation of board of management, board of directors, capital assignment, pre-emption rights, etc.

Securing Business Registration

  • Representing investors in the submission of application dossier to the proper Vietnamese Authorities and following up the appraisal process of the application dossier at these Vietnamese Authorities;
  • Representing investors or participating in discussions or arrangements with Vietnamese Authorities concerning the application dossier;
  • Obtaining the Business Registration for the establishment of investors’ companies.

Legal Reviews and Assessments

  • Advising on commercial transactions, investment plans proposed by investors with analyses on any legal weaknesses and potential adverse consequences with possible recommendations on ways of re-structuring transactions;
  • Advising on all legal aspects and practical issues related to commercial transactions with optimal  tax efficient structures;
  • Advising and representing investors in making demonstrations and arrangements on investment and commercial transactions to Vietnamese Authorities in order to obtain support or acceptance.

Other Services

  • Assisting investors in completing any other prescribed procedures after the grant of Business Registration, such as obtaining the seal and tax code of the companies;
  • Offering assistance in preparation of documents and representing investors in completing procedures for obtaining conditional license to engage in various business sectors.

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BANKING, CORPORATE & PROJECT FINANCE

The firm is engaged in a broad range of legal work. We advise and represent major national and international banks and other financial institutions operating both in Vietnam and abroad, on legal and regulatory matters. We also offer legal advice to commercial lenders, banks and borrowers on loan transactions. Banks and other financial institutions will need many of the following services:

Loan Transactions

  • Offering advice on the legal aspects of any form of banking transactions;
  • Advising on the legal aspects of commercial loan transactions and underlying secured transactions of these loan transactions, such as guarantees, mortgages, pledges, capitalization of debts;
  • Ensuring the validity and enforceability of loan agreements and secured contracts, including issuing legal opinions for disbursements.

Document Drafting and Negotiations

  • Drafting and preparation of any documents of commercial loan transactions and the underlying secured transactions, such as loan agreements, guarantees, mortgages, pledges, and capitalization of debts;
  • Representing clients in the negotiation of the documents related to commercial loan agreements and secured transactions.

Due Diligence

  • Representing lenders in undertaking due diligence on corporate borrowers, including a complete review and assessment of borrower’s assets, properties and contractual obligations to be secured for performance of commercial loan agreements;
  • Providing legal assessments on corporate borrowers and their assets.

Securing Registrations

  • Representing lenders in submitting the dossier of commercial loan transactions and following up the appraisal for obtaining registration from the State Bank of Vietnam;
  • Representing lenders in submitting the dossier of secured transactions of commercial loan transactions and following up the examination process for obtaining registration of the secured transactions from Vietnamese Authorities.

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INTELLECTUAL PROPERTY

Our lawyers, especially the patent and trademark attorneys, have established a long-standing intellectual property practice.  We offer a wide range of advice and services in this area. Our expertise extends to all types of intellectual property rights including patents, trademarks, designs, layout of integrated circuits, varieties of plants, trade secrets, copyright and related rights, informative technology and domain names. Details of our intellectual property services are set forth in the separate document titled “Intellectual Property Services”. You can feel confident that your valuable rights will be protected if you avail yourself of our services such as:

Strategies of Protection

  • Reviewing client’s existing portfolio of rights, and advising on its strengths and weaknesses;
  • Helping client to plan a strategy of protection of intellectual property rights;
  • Reviewing policies and laws on IP protection. Advising on the best strategy of worldwide protection of intellectual property rights and assisting in managing its implementation.

Securing Protection

  • Advising on protectability of intellectual property rights;
  • Conducting availability pre-filing searches;
  • Considering possible alternative means of protection of our clients’ rights;
  • Filing and prosecuting applications for registration through to the granting of registration.

Licensing and Assignment

  • Advising on intellectual property license agreements and assignments;
  • Drafting licenses and assignments and representing clients in negotiation with third parties;
  • Arranging the transfer of client’s rights or the acquisition of third party’s rights.

IP Right Enforcement

  • Assisting clients in determining their IP rights and ensuring that these rights are not infringed;
  • Advising on the validity of client’s IP rights. Analyzing and assessing possible infringement of these rights and those of third parties;
  • Representing clients in taking action against competing or infringing products.

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TAX RELATED SERVICE

Our lawyers and tax professionals possess wide experience and extensive expertise in all matters concerning taxation. If you have a tax problem or question, we are able to:

Tax Advice

  • Advising our clients on the laws of Vietnam in matters concerning all aspects of taxes, such as corporate income tax, value-added tax, contractor’s tax, personal income tax, import and export duties, special sale tax, etc.;
  • Offering up-to-date advice on Vietnam Government’s policies on tax incentives to investment and business transactions;
  • Assisting our clients to understanding the Vietnam tax system and in taking advantage of tax incentives offered;
  • Advising on accounting law and all tax related matters applicable to enterprises.

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FRANCHISE & TECHNOLOGY TRANSFER

The combination of our IP lawyers and business consultants allow us to share huge experience and expertise to provide cutting edge legal advice and services to clients in respect of franchise licensing transactions and technology licensing transactions in Vietnam. A dynamic synergy between lawyers, business consultants and intellectual property attorneys of the Firm enables us to extend our expertise in intellectual property services to the licensing transactions of our clients. Technology and the law in this field are changing daily. Don’t make a move without checking out:

Strategic Development and Conditions

  • Advising on the Vietnam Government’s policies, financial incentives and conditions on franchising and technology licensing transactions in Vietnam, with consideration of practical methods for their implementation;
  • Advising and assisting our clients in forming a development and licensing strategy, and assisting them in managing its implementation.

Document Drafting and Negotiations

  • Drafting of franchise contracts, technology licensing contracts and related documents, including intellectual property-related agreements;
  • Reviewing and advising on existing documents provided by clients;
  • Representing clients in the negotiation of contracts and in any related transactions.

Securing Registrations

  • Representing clients in the filing and prosecute applications to Vietnamese Authorities through registrations of franchise contracts, technology licensing contracts;
  • Representing clients in making demonstrations and offering explanations and clarification to Vietnamese Authorities on the applications;

Due Diligence and Assessments

  • Organizing and conducting due diligence investigations with detailed reports on assets, liabilities of prospective partners;
  • Providing legal assessments of legal status and business operations of prospective partners.

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LABOR & EMPLOYMENT

The Firm has a long record of experience and expertise in all matters of labor law and we offer specialized legal advice and services in respect of labor matters. Legal services focus on labor contractual relationships, employment contracts, company’s working rules, collective labor agreements, employee’s assets and responsibilities and confidentiality, as well as consulting in financial matters (such as salary, insurances, allowances, etc.), contractual negotiations and litigations. Large or small, if you are a company with employees, you must know your rights and obligations. If you are an individual employee, you can also benefit from the following labor and employment services from us:

Employment Contracts

  • Advising on all legal aspects related to labor matters in Vietnam, such as labor contracts, salaries and allowances, probation, employment policy issues, termination, and compensation;
  • Analyzing and advising on key terms and conditions of labor contracts, including personal income tax, allowances, social and medical insurance;
  • Drafting labor contracts and labor-related arrangements.

Work Permits

  • Offering advice on conditions, procedure and documents required for obtaining work permits, exemption of work permits, for expatriates working in Vietnam;
  • Drafting and preparation of all necessary documents for work permits, exemption of work permits;
  • Representing companies and individuals in the completion of procedures for securing work permits, exemption of work permits for expatriates working in Vietnam.

Company’s Working Rules

  • Advising on structures and principal terms of company’s working rules with variation applicable to specific projects of companies;
  • Drafting the company’s working rules based on requirements of the company;
  • Representing companies in filing company’s working rules and obtaining registration of these rules, including negotiations with local labor authority on terms of company’s working rules.

Collective Labor  Agreement

  • Advising on conditions of, requirements of and procedures for establishing a collective labor agreement;
  • Advising on structures and principal terms of collective labor  agreement with variations applicable to specific projects of companies;
  • Representing companies in the filing of collective labor  agreement and the obtaining of registration of this agreement, including negotiations with local labor authority on terms;
  • Drafting collective labor  agreements;
  • Representing companies in the negotiation of the collective labor  agreements with representatives of employees;
  • Representing companies in the filing of collective labor  agreement and the obtaining of registration of this agreement, including negotiations with local labor authority on terms of collective labor  agreement.

Termination and Dispute

  • Advising on procedures and conditions for dismissal of employees or termination of labor contracts, and representing companies and individuals in negotiations on terminations;
  • Offering advice on compensation, severance allowances and other allowances with respect of termination;
  • Representing companies and individuals in labor disputes in front of Vietnamese Authorities and/ or the courts in Vietnam.

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