Question: I work for company headquartered in American but with operations all around ASEAN. We are now in the midst of incorporating a new entity in Vietnam for which we require a legal representative. Can you please provide a quote for your legal representative services?
We understand that you requested us to provide local legal representation and a local director for your new entity to be setup in Vietnam (hereinafter referred to as “Entity”). We therefore are pleased to present herewith our proposal outlining the scope of services together with our fees and terms of engagement in rendering our services:
1. SPECIFIC CONDITIONS AND OUR COMMENTS:
Under Vietnam Law on Enterprise, the at-law representative of a Company means an individual who represents the Company to exercise the rights and perform the obligations arising from transactions of the Company, and represents the Company in the capacity as plaintiff, respondent or person with related interests and obligations before the arbitration or court, and other rights and obligations as prescribed by law.
Companies structured under the form of Joint Stock Company or Limited Liability Company can have one or more at-law representatives. The Company must ensure that at least one at- law representative resides in Vietnam. In the Company has only one at-law representative, such person must reside in Vietnam and shall, upon leaving Vietnam, authorize in writing another person to exercise the rights and perform the obligations of the at-law representative. In this case, the at-law representative shall remain responsible for the exercise and performance of the authorized rights and obligations.
In this case, we understand that you would like to seek an at-law representative for Entity who can satisfy conditions of residing in Vietnam (hereinafter referred to as “Nominee Director”). Nominee Director shall not actively involve with business decision making for Entity or liaison with any third parties on behalf of Entity. Nevertheless, Nominee Director shall join meeting or represent for Entity to attend annual/irregular meeting, discussion or proceedings with competent authority including court or arbitration in accordance with specific instruction of Client. In no case shall the Nominee Director be responsible for monetary and/or non- monetary obligations incurred by Entity except for those obligations are created by the Nominee Director without prior written approval from Client.
For prudence, Client shall appoint an at-law representative of Entity who shall be responsible for business decision making of the Entity (hereinafter referred to as “Chairman”). Chairman does not need to satisfy condition of residing in Vietnam. The Nominee Director shall comply with specific instructions of Chairman.
2. SCOPE OF WORKS
Our provision of services shall be as follows:
- Providing timely updates on circulars and reminders to Client in respect of statutory obligations under the Vietnam Investment Law and Enterprise Law, Labor Law and other related laws of Vietnam. Whenever there is a new relevant law or enactment of any existing law, SB Law shall provide immediate legal update notice to Client with details of the updated content;
- Preparation of minutes/resolutions in respect of Director’s Meetings, notices, consent, corporate presentation forms and proxies for Entity;
- Preparation of standard Director’s resolutions and related documents pertaining to change of directors, secretaries and registered office;
- Reviewing and/or preparing and finalizing drafts of communication between the Entity and its partners, customers or competent authority;
- Reviewing and/or preparing customer service contract, labor contract, lease contract, warning letters etc. to be executed between Entity and other relevant parties;
- Representing Entity before and liaison on their behalf with the Competence Authorities or individuals, organizations as authorized
The working relationship between SB Law and Client shall be based on the premise that SB Law shall act as the legal representative and local director of Entity and the communication for different services shall be either in any or all of the following form:
- Telephone and/or facsimile;
- Direct conference; and
Both SB Law and Client agree that at no point of time shall the Services Performance provided by SB Law, the Consultant or Lawyer entrusted by SB Law (hereinafter referred to as “Consultant”) shall have no right to receive any benefit including health and accident insurance, life insurance, sick leave and/or vacation other than wage paid for his/her directorship. The working hours of the Consultant with Client/Entity shall be determined by SB Law but shall be reasonably enough to cover all the obligations towards Client/Entity.
All the meetings shall be fixed by appointment and both SB Law and Client shall stick to the schedule. Client/Entity shall be responsible to pay a separate service fee for Nominee Director to join meetings with competent authority or any other third parties and/or trial/arbitrational proceedings on behalf of the Entity based on actual working hours incurred in accordance with hourly rate.
3. RETAINER FEE AND BILLING PROCEDURES
Our retainer fee shall be 22,000,000 VND (Twenty two Million Vietnam Dong) per month. The fee is exclusive of VAT (10%). Client shall pay retainer fee once per 6 months to bank account designated by SB Law.
Expense for our Consultant/Lawyer to attend meetings with competent authority or any other third parties and/or trial/arbitrational proceedings on behalf of the Entity shall be 3,575,000VND/01 working hour. Such expense shall be rendered monthly and sent one week prior to the commencement of the next month. Amounts are due five (05) working dates from the invoicing date. Statements that are not paid within ten (10) days are assessed a late payment charge at the rate of one and one-half percent (1½%) per month on the unpaid balance.
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