Legal service for preparing shareholder agreement

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Legal service for preparing shareholder agreement

This is with regards to your email from which you requested us to advise for your company (hereinafter referred to as “Client”) to (i) prepare shareholder agreement to be made by and between Ms. C and your company for operating a pure local company in Vietnam; and (ii) amend the Certificate of Business Registration in order to supplement the business lines, change company name and increase the charter capital of this company.
Thus, we are pleased to present herewith our Legal Service Proposal for your kind reference.
1. SCOPE OF WORKS
With regards to the above targets, our scope of work shall be as follows:

Preparation of Shareholder Agreement
• Preparation of Shareholder Agreement under Vietnam Law to protect the legal rights and interests of Client;
• Explaining, clarifying if Client have any questions/ comments regarding the above Agreement;
• Update the Shareholder Agreement according to negotiation process between two parties and giving advice/ suggestion on amendment, supplement where needed to protect the legal rights and interests of Client under mutually agreement by the related Parties and applicable laws.
Preparation of the application documents:
• Notifying application documents required in accordance with Vietnamese law;
• Drafting application documents required for submission purpose including board resolution, application etc;
• Liaising with Client to discuss the draft application documents;
• Amending the application documents based on your comments;
• Obtaining preliminary comments from the licensing authority on the draft application documents;
• Finalizing the application documents following comments from the licensing authority; and
• Translating the final version of the application documents into Vietnamese for execution.
Licensing procedures:
• Submitting the application dossier to the licensing authority on your behalf;
• Monitoring and following up with the relevant authorities on the approval process;
• Keeping you updated on the developments and additional requirements, if any; and
• Assisting you in obtaining the Amended Certificate of Business Registration for MOS.
Post-licensing procedures:
Upon the issuance of the amended investment certificate, MOS shall be required to carry out immediate administrative procedures.
Our services include:
• Placing an announcement of amendment of Certificate of Business Registration in the newspaper; and
• Updating the amendment of Certificate of Business Registration with the Tax Agency.

The roadmap for the case can be described in following steps as follows:
• Preparing the shareholder agreement: Based on your preliminary information as provided to us through our email conservation, we shall prepare the Shareholder Agreement in order to best protect right and interest of Client under Vietnam Law. The Shareholder Agreement shall be in English and Vietnamese. The initial drafted Shareholder Agreement shall be sent to you for review and comment. Based your comments, we shall finalize the Shareholder Agreement. We anticipate that it shall take us 05 working days to complete the shareholder agreement. However, the total time for updating the Shareholder Agreement according to your comments must not exceed 15 working hours.
• Preparation of application dossier for amendment of Certificate of Business Registration: We shall collect necessary information and documents from you. Upon receipt of necessary information and documents from you, we shall prepare the application dossier under the standard forms in Vietnamese. Then, after updating the application dossier based on your comments, we shall obtain the preliminary comments from the competent authority and send the finalized application dossiers for you to sign and seal. We anticipate that this phase shall be completed within 03 working days.
• Submission of application dossier: Within 02 working days from receipt of duly signed and sealed application dossier, we shall submit the application dossier to the competent authority. It shall take about 07 working days from submission of application dossier to the competent authority for the provincial licensing authority to issue the Amended Certificate of Business Registration.
• Post licensing: Within 13 working days we shall complete the post licensing procedures.