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Unilaw Tel: +84-8- 684 435 66 Fax: +84-4-355 615 27 Cell: +84-0-912 266 811 E-Mail: [email protected] Internet: http://www.unilaw.vn Head office: No. 1003, Level 10, Ford Thang Long Building, 105 Lang Ha Street, Dong Da District, Hanoi.
HCMC: Level 1, Packsimec Building, 52 Dong Du, District 1, Ho Chi Minh City
Nha Trang: No.930, Level 9, 04 Tran Phu, Xuong Huan Ward, Nha Trang, Khanh Hoa.
Deeper Understanding.
Better Solutions.
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About Us unilaw.vn
[email protected] +84-8- 684 435 66
Who we are UniLaw is a dynamic Vietnamese Corporate Law Firm with the most in-depth knowledge of Vietnamese law and Vietnamese market. Foreign investors, companies as well as large international law firms cooperate with us to solve the most difficult issues that require sophisticated solutions specific to the Vietnamese legal environment.
UniLaw is a nationally recognized firm that serves international clients. We are continually reinventing ourselves. We help our clients navigate a constantly changing and challenging market. And it requires a new type of thinking and a different mindset. We are very proud of our achievements and all people who led us here. UniLaw members graduated from famous foreign universities in the United States, England, France and Germany. We speak and work in Vietnamese, English, French, German and Chinese, to render legal services to Clients.
Why choose us Because we have expertise in Vietnamese law: As a business guide for you in Vietnam, we have best knowledge of Vietnamese market as well as profound understanding of every corner of the law of Vietnam. Our lawyers have a high level of international working standard while being agile and flexible in providing legal solutions that are tailored to your specific needs and in line with business culture and legal system of Vietnam. Because we are local experts that aware of business cultural differences: In Vietnam, clients may meet foreign lawyers with high expertise but have little understanding of Vietnamese business practice or best Vietnamese legal professionals who find it difficult to adapt to the international working standard. UNILAW brings together shrewd lawyers who can skillfully work with clients from different culture & business background. Because we have extensive network in Vietnam: We have close ties with authorities, import-export experts, market research & marketing companies, auditing companies - who, when needed, are ready to offer immediate solutions to your needs. We believe an inclusive work platform gives clients true insight and exceptional service.
“UniLaw members have gained valuable 15-year experience whilst working for foreign organizations. We have been working and advising over 200 foreign investors and large medium enterprises in Vietnam in such diversified sectors as real estate, petroleum, technology transfer, education, logistics, textile, garment, wholesale and retail, among other business domains.”
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Our Approach PROACTIVITY - We shield your business from the legal risks that may occur during your market entry process. You will be timely advised should any amendments that may affect your business be introduced. We will work with you to proactively identify and prevent potential rising issues to avoid unnecessary financial losses due to possible changes in the law. DIVERSITY – Our team is a mix of law & economic profiles that ensure the solutions we offer are synergized from different perspectives. We believe inclusive strategies and a broad vision help our clients navigate the challenges of today’s uncertain market. CUSTOM-MADE SOLUTIONS - We provide optimal solutions that suit your budget while maintaining your goals and ambitions.
PROACTIVITY
DIVERSITY
CUSTOM-MADE SOLUTION
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What we do
• File documents for your business formation. • Research your business licensing requirements. • Audit your portfolio to reveal missing or
unneeded business licenses. • Conduct additional research on your business
compliance requirements. • Verify the good standing of your existing
business license portfolio with the relevant filing authorities.
• Prepare, file, and renew your business licenses and permits.
• Help you avoid unwanted penalties, legal action, and loss of good standing.
“We take the complex job of business license and permit management and turn it into a streamlined, foolproof process”
Business licensing service
“Whether you're a newly established business wondering how to fulfill your licensing obligations or an existing corporation seeking to expand your business lines or geographic footprint, UNILAW has the expertise you need to overcome your every compliance challenge.”
“Managing business licenses is a crucial but tricky part of your business in Vietnam. Leave this work to UNILAW. Regardless of your industry, location or company’s size, we make it easy to meet all of your obligations in a timely and cost-effective manner while avoiding the significant pitfalls of non-compliance”
“Our full range of business license services is designed to reduce the time, effort, and expense involved with researching, preparing, and filing your applications, as well as renewing and managing your license and permit portfolio.”
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How about law practice in Vietnam In Vietnam, business lines are classified into two categories: (1) conditional business lines; and (2) banned buisness lines. While the banned buisness lines are illegal, the conditional business lines must satisfy certain conditions for reasons of national defense and security, social order and security, social ethics or public health. Bussinesses operated in the following domains are considered as conditional businesses: · Transport · Industry & Trade · Labor, War Invalids and Social Affaires
· Construction · National Defense · Agriculture & Rural Development
· Bank · Public Security · Culture, Sports & Tourism
· Justice · Education & Training · Science and Technology
· Finace · Foreign affaires · Natural resources and Environment
· Health · Planning and Investment · Information & Telecommunications
More on our website: unilaw.vn · Conditions for making investments in business lines · Certificate of investment registration · Foreign-invested business organisation · Assurance of asset ownership · Assurance of transfer of foreign investors’ assets to abroad · Assurance of business inestment upon changes of laws
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What we do
During the review process, our expert lawyers will check whether your contract:
• Meets your aims and needs. • Addresses any specific questions or concerns you may have. • Is clear and unambiguous. • Contains clauses that are unfair or dangerous for you. • If relevant, suggest modifications and alternative wordings to better protect your
interests • Conforms to existing Vietnamese law and regulation.
How about law practice in Vietnam According to Vietnamese commercial law, the seller is responsible for assuring that the goods sold do not infringe on intellectual property rights of third parties. Nevertheless, the sourcing contract should, where appropriate, include a clause according to which the supplier warrants that it owns, or has a license with regard to, all relevant intellectual property rights. If a third party complains to the foreign buyer about a copyright infringement, the foreign buyer must inform the supplier promptly about this complaint. Otherwise, it risks losing its claim against the supplier. More on our website: unilaw.vn
• Customs • Data protection • Deposit • Intellectual property • Non-disclosure agreement • Liquidated damages • Taxes • Warranty
Commercial Contract Review
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What we do
• Full-time or part-time in-house counsel assistance. • Intellectual property and IT agreements. • Licensing agreements. • Commercial contract drafting and negotiation. • Assist in establishing commercial agreements to address new business models and
markets. • Drafting terms of Service and Privacy Policies.
Why choose us We believe that law is a people business. We therefore carefully appoint lawyers who fit best our clients. We provide customized, flexible solutions that address your specific needs. We offer a wide range of different models, on-site or off-site, to help you obtain the results you wish.
In-house Legal Service
We carefully appoint lawyers who fit best our clients.
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What we do Unilaw provides best legal solutions to:
• Establishment of companies and projects. • Protection of lawful rights and benefits of investors under the forms of charter and joint-
venture agreements, business cooperation agreements or other investment agreements. • Legalization of investment structure by obtaining investpoment certificate. • Post-license. • Intellectual property rights.
How about law practice in Vietnam Foreign companies wishing to do business in Vietnam must register a presence in Vietnam. This presence can be under the shape of a (i) representative office, (ii) branch, or (iii) subsidiary. A representative office is allowed to conduct commercial promotion activities within the scope permitted by the law. It must not conduct profit-generating activities or not enter into bussiness contracts in Vietnam. Although not a separate legal entity, a representative office may enter into employment contracts, rent office space and open a bank account in its own name. Liabilities incurred by the representative office are ultimately borne by the foreign parent company. More on our website: unilaw.vn • Setting up a representative office in Vietnam • Setting up a subsidiary • Important sources of law • Market access • Sectors closed to foreign direct investment • Sectors where foreign direct investment is
restricted
• Investment vehicles • Minimum capital requirements • Foreign holding companies • Nominee structures • Repatriation of profits • Investment procedure
Investment Consultancy
“We help our clients navigate a constantly changing and challenging market. And it requires a new type of thinking and a different mindset. We are very proud of our achievements and all people who led us here”
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We always make sure that you are openly informed of your chance of success. We will discuss with you to identify the most appropriate options and will provide you possible choices together with costs for your consideration. What we do Our advice and representation include:
· Commercial contract disputes · Freezing orders and asset recovery · Commercial judicial review · Financial services disputes · Insurance disputes
· Intellectual property · M&A and warranty disputes · Product liability claims · Property litigation claims
How about law practice in Vietnam Foreign companies sourcing in Vietnam usually wish the contract with their supplier to be governed by foreign law and disputes to be resolved by a foreign court or arbitration body. It is, however, extremely difficult in practice to enforce a foreign arbitral award, let alone a foreign judgment, in Vietnam. Consequently, dispute settlement abroad makes, in our opinion, only sense for a foreign buyer if the Vietnamese supplier has assets outside of Vietnam against which the foreign buyer could enforce. If the Vietnamese supplier has assets only in Vietnam, we think that it is usually better to agree on Vietnamese arbitration (e.g. at the Vietnam International Arbitration Centre - VIAC, http://www.viac.org.vn, which has also foreign arbitrators on its panel). More on our website: unilaw.vn
• Legal System • Courts • Jurisdiction • Statute of Limitations
· Confidentiality and Language
“We deliver cost-effective solutions to a wide range of commercial disputes. Our unmatched extent expertise allows us to provide clear, practical solutions that meet your goals and objectives.”
Commercial Litigation
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Real Estate What we do · Advise clients in M&A document negotiations. · Perform due diligence exercises. · Advisie long-term clients on all legal aspects of on-going business operations. How about law practice in Vietnam? The Reasons for foreign companies to acquire a Vietnamese target may consist in the desire to acquire a strategic position in the market already obtained by the target, obtain its client base, its distribution network, its assets used for production, or its trained work force. The main stations of an M&A deal are (i) the selection of a target, (ii) negotiation of a memorandum of understanding/letter of intent, (iii) negotiation of a non-disclosure agreement, (iv) due diligence, (v) valuation and pricing, (vi) negotiation of a purchase agreement, (vii) payment and transfer of ownership. This is the same as in other countries. However, there are a lot of peculiarities (most of them due to red tape, the fact that Vietnamese sellers are often unfamiliar with international practice in M&A deals and the lack of clarity and reliability in the accounting of many Vietnamese enterprises) that make an M&A transaction in Vietnam much different from a transaction in a more developed economy. More on our website: unilaw.vn
• Selection of a target • Memorandum of understanding (letter of intent) • Non-disclosure agreement • Due diligence • Valuation and pricing • Purchase agreement: (i) Asset deal; (ii) Share deal • Payment and transfer of ownership: (i) Asset deal; (ii) Share deal • Taxation
“Our team is a mix of economic and law profile that ensure you solutions integrating all aspects of a transaction”
Merger & Acquisition
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We seek to deeply understand you, your company and your objectives. We will support you in obtaining the results that you need, within timescale and to budget. What we do
· Obtaining Land Use Rights (LURs) · Drafting real estate purchase or sale agreement · Lease: commercial and residential property · Rental agreement · Broker contract
How about law practice in Vietnam Foreign real estate developers have been a bit reluctant in recent years to invest in Vietnam as prices point in a downwards direction, but there are still projects with good prospects. As in many countries in the region, business involving real estate is rather complicated. There is no private ownership of land, and foreigners face restrictions aimed at preventing the country from being sold out to foreign investors. This chapter provides an overview of Vietnamese real estate law with a focus on residential housing development. The laws of Vietnam vest ownership of land in the Vietnamese people and do not recognize private ownership of land by individuals and organizations. The State is responsible for the administration of land throughout Vietnam on behalf of the Vietnamese people. The State may grant rights to use land (“Land Use Rights” or “LUR”) in the form of land use rights certificates (“LUR Certificates”) to individuals and organizations by way of land allocation or lease. The relevant People’s Committees are authorized to supervise the use and management of land in their respective localities on behalf of the State. Under the laws of Vietnam, the right to use land is distinct from the ownership of buildings constructed on the land. Although the laws of Vietnam do not recognize private ownership of land, they do recognize and permit the private ownership of buildings constructed on such land. More on our website: unilaw.vn
“Delivering solutions, and robust advice rooted in commercial reality within pressed time and cost constraints, sets us apart from other firms. We offer in-depth practical experience, creative solutions to challenges and a fee model that delivers transparency”.
Real Estate
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• Grant of land use rights • Land use duration • Land use fees, rent • Obtaining LURs • Contribution of a LUR • Indirect acquisition of LUR by acquiring shares • Procedure for leasing land • Financing and security • Establishment of a subsidiary (“foreign developer”) • Application procedure for the issuance of an investment certificate • Construction-related approvals • Implementation of a works construction investment project • Completion of construction works and grant of construction works ownership
certificate • Persons who can purchase residential housing in Vietnam • Procurement of capital for the construction of residential housing • Warranty with regard to residential housing • Lease of residential housing
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Members
unilaw.vn
[email protected] +84-8- 684 435 66
The main members of our team are as follows:
Partner Areas of expertise
- Foreign investment; - Privatization &
equitisation; - Merger & acquisition; - Real estate & property
transactions; - Loans and secured
transactions; and - Commercial transactions.
Membership Hanoi Bar Association
Education B.A., Faculty of Law, Hanoi National University, 2000
Certified Asset Appraiser, Ministry of Finance, 2003
Certified Lawyer, National University of Legal
Professions, 2003
Nguyen Nhu Hai (Mr.) Mr. Hai has long hands-on experience in all aspects of enterprise law, especially those related to corporate establishments and organizational structure, equitisation and restructuring of state-owned enterprises, issuance and sale of shares of joint stock companies to investors and public, through OTC and securities trading centers, as an independent legal consultant for number of cooperate enterprises.
Mr. Hai has provided legal consultancy for over 500 foreign companies and enterprises, 10 business-related projects funded by foreign donors, and over 10 domestic companies and enterprises in different industries such as automobile, entertainment, transportation, cosmetics, restaurant and hotel, real estate, healthcare, tanks and containers, garment export, high-class feathers, golf course, casino center, medical equipment, education project, online entertainment and learning services, life insurance, retailing business service (supermarkets), ATM and banking equipment, petrochemical and chemical production.
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Partner Areas of expertise
- Foreign investment;
- Merger & acquisition; - Real estate & property
transactions; - Loans and secured
transactions; and - Commercial transactions.
Education LLB, Francois-Rabelais Tours University, France.
Bachelor of languages, Hanoi University of Language Studies. Languages English, French Vietnamese
Luu Thi Hue (Mrs.) Hue has experience in all aspects of enterprise law, especially those are related to corporate establishment, licensing service, commercial franchise, real estate and M&A. She holds a BA of French language and an L.L.M in international business law from Francois-Rabelais Tours University, France. Before joining Unilaw, she had worked as a Legal Manager for a large real estate developer and an In-house Legal for Big C Vietnam – under French Casino Group.
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Associate Areas of expertise
Investment Advisory Education
Ph.D at the
Telecommunications Department, Hamburg University of Technology (TUHH) – Germany Master in Information &
Communication Systems,
Hamburg University of
Technology (Germany).
Master in Global Technology
Management, from Hamburg
University of Technology
(Germany).
Languages English Chinese
German Vietnamese
Bui Duc Anh (Dr.) Dr. Duc-Anh specializes in Business Management. He supports European & Asian companies in their international transactions including cross-cultural branding, marketing & communication. Dr. Duc-Anh’s diversified experience includes establishing distribution networking, managing production lines of mobile phones & motorbikes, and real estate investment. Prior to joining Unilaw, Dr. Duc-Anh had involved in different executives positions for mobile phone & motorbikes manufacturing companies. He had spent 6 years working & studying in Germany. He is currently developing businesses between Europe, Vietnam & China. Joint Unilaw in 2010, Dr. Duc-Anh has shifted the service of Unilaw from simple legal risk assessment consultancy to effective support of business prospects, in bridging legal and cultural differences.
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Associate Areas of expertise Mr. Thanh specializes in project investment analysis and management; finance and marketing analysis; contract management; operation management; bidding (bid evaluation, bid preparation, contract negotiation). Education
MBA, University of Central Arkansas, USA, 2007
B.A., Economic Laws, Hanoi University of Law, 1999
Economics and public policy program, Fulbright Vietnam, 2005 Languages English Vietnamese
Le Phuong Thanh (Mr.) Thanh holds a BA in Economic Law of Hanoi University of Law and an MBA of University of Central Arkansas (USA). He also participated in Fulbright Vietnam program of economics and public policy in 2005. With more than 10 years of experience in providing advisory services in such fields as project investment analysis and management; finance and marketing analysis and bidding, Thanh has involved in bid preparation and evaluation, contract negotiation, contract management for such packages as of USD 200 million, USD 40 million, and many other packages valued from USD 1 million to USD 10 million for Vietross Joint Venture and Petro Vietnam Tourism and Services Company (Petrosetco). Before joining Unilaw, he had worked as a Business Advisory Manager for Kis Vietnam Securities Corporation.
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Associate Areas of expertise
Project Development
B2B Consultancy Education
M.ed., Education Management, Mahidol University, Thailand, 2007.
Languages English French
Vietnamese
Hien DELCOURT(Mrs.) Mrs. Hien possesses an unusual combination of organizational and creative skills. Having over 12 years experience in project management, she is aptly charged with providing project development and also serves as the content coordinator of our UNILAW website and publications. Prior to UNILAW, she has long experience working as a project coordinator for number of projects funded by United Nations Volunteers, and different International non-governmental organizations. Through the years, she was instrumental in researching, writing funding proposal, and managing project including risk management and change control. Having cross-border working and studying experience in Vietnam, Thailand and France, she has a great awareness of culture differences in business. She can speak fluent English, Vietnamese, French and basic Thai.
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Contact
unilaw.vn
[email protected] +84-8- 684 435 66
Unilaw Tel: +84-8- 684 435 66 Fax: +84-4-35561527 Cell: +84-0-91 2266 811 E-Mail: [email protected] Internet: http://www.unilaw.vn Head office: No. 1003, Level 10, Ford Thang Long Building, 105 Lang Ha Street, Dong Da District, Hanoi.
HCMC: Level 1, Packsimec Building, 52 Dong Du, District 1, Ho Chi Minh City
Nha Trang: No.930, Level 9, 04 Tran Phu, Xuong Huan Ward, Nha Trang, Khanh Hoa.
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www.unilaw.vn UniLaw is a dynamic Vietnamese Corporate Law Firm with the most in-depth knowledge of Vietnamese law and Vietnamese market. Foreign investors, companies as well as large international law firms cooperate with us to solve the most difficult issues that require sophisticated solutions specific to the Vietnamese legal environment. Unilaw network includes authorities, import-export experts, market research & marketing companies, auditing companies - who, when needed, are ready to offer immediate solutions to your needs. We believe an inclusive work platform gives clients true insight and exceptional service.
