Legal and Tax Advice in Vietnam

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Legal and Tax Advice in Vietnam

Question: I am currently working for a foreign based company established in Vietnam, a subsidiary of Hongkong company. We already established since early 2012, but in the meantime we still need many things to catch up for our legal and tax as we don’t have this department to help us.

I would like to know what kind of service (and the quotation) can you provide if we were to appoint you as our consultant for legal and tax service.

I look forward to hearing from you.
Thank you.

Answen: advice on legal and tax matters for Kino Vietnam Company Ltd (hereinafter referred to as “Client”). We, therefore, are grateful to present you Legal retainer service proposal for your review and consideration as follows:

1. 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;

– Providing clarification (if it is necessary) regarding to Legal Update Notice per requested by Client;

– Preparation of minutes/resolutions in respect of Annual General Meetings and the related Director’s Meetings, notices, consent, corporate presentation forms and proxies for Client;

– 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 Client 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 Client and other relevant parties;

– Translating documents from English into Vietnamese or from Vietnamese into English;

– Obtaining notarized documents or certified documents per requested by Client;

– Representing Client before and liaison on their behalf with the Competence Authorities or individuals, organizations as authorized representative (not inclusive of licensing or litigation or arbitration process).

2. PERFORMANCE OF SERVICES:

The working relationship between SB Law and Client shall be based on the premise that SBLaw shall act as the legal division of Client and the communication for different services shall be either in any or all of the following form:

– Email;

– Telephone and/or facsimile;

– Direct conference

Both SB Law and Client agree that at no point of time shall the Services Performance provided by SB Law create an employer-employee relationship between the Consultant or Lawyer entrusted by SB Law (hereinafter referred to as “Consultant”) and the Client. The Consultant shall have no right to receive any employee benefits including, but not limited to, health and accident insurance, life insurance, sick leave and/or vacation. The working hours of the Consultant with Client shall be determined by SB Law but shall be reasonably enough to cover all the obligations towards Client.

The service charges of SB Law are applicable to, though it is not limited to,telephone calls, correspondence, e-mails, meetings, legal analysis and research, review and drafting of documents, depositions, conferences and travel. Client shall not be typically charged for occasional calls which would last for a few minutes, up to a maximum of ten minutes. Any call beyond ten minutes shall be automatically billed.

All the meetings shall be fixed by appointment and both SB Law and Client shall stick to the schedule. In case of any cancellation, an advance notice of minimum 08 working hours shall be adhered. Missed meetings or cancellations without sufficient notice will be billed to Client.

Client shall appreciate that SB Law is a law firm doing business with many other clients and therefore Client shall provide a reasonable, fair and realistic notice to SB Law for their requests and projects. Client shall not request for an emergency service which shall be attributed to their poor planning and miscommunications. SB Law may require detailed clarification of projects in order to meet expectations and provide the best support and highest quality work.

3. STANDARD WORKING HOURS

From our preliminarily discussion, we assume that with current business operation of Client,

SB Law shall render its legal retainer services for a number of working hours per month (hereinafter referred to as “Standard Working Hours”). SB Law shall warrant that its Consultant shall be available during normal working hours (from Monday to Friday, 8:00 am to 5:30 pm. National Holiday and weekends shall not be classified to normal working time). Time for which charges applied to Services requested by Client in Extra Time other than normal working hours as defined herein shall be duplicated. In case the Standard Working Hours in a month is not depleted, the redundant time shall be automatically added into the Standard

Working Hours of the next month. However, the Accumulated Standard Working Hours in a month must not exceed 180% normal Standard Working Hours of 01 month.

4. BILLING PROCEDURES

SB Law invoices will be sent one week prior to the commencement of the next service period start date. Amounts are due three (03) working dates before commencement of each service period start date. Paid retainer fee shall be non-refundable.

We typically render monthly statements. Each statement will include the fees for services rendered and the disbursements for services provided, such as postage, telephone, photocopying, word processing, delivery, computer research, staff overtime on specific rush projects, filing fees, messenger service and independent filing or search services. In some instances, disbursements for in-house services may include the indirect expenses associated with providing the service. Extra amount other than Retainer Fee shown on these statements are payable within ten (10) days after the date of the statements. Statements that are not paid within ten (10) days are assessed a late payment charge at the rate of one and one-half percent (11⁄2%) per month on the unpaid balance.

5. SERVICES PERIOD:

The service period shall be one year from the signing date of the contract. Within 02 months before the expiry date of this Contract, should no Party otherwise notice in writing, the Legal Retainer Contract shall be automatically extended to 01 (one year) counted from the following date.