Setting up Representative office and preparation of contracts


Question: We are IT company from USA and would like to set up representative office and preparation of contracts in Vietnam, please advise this.

Answer: This is reference to our conservation held in Ho Chi Minh Office from which, we understand that your company (hereinafter referred to as “Client”) is now seeking legal assistance for

(i) establishment of Representative Office in Hochiminh city (hereinafter referred to as“R.O”) and

(ii) preparation of service contract, IPR Assignment Letter and Non-Disclosure Agreement between Client and IT Team in Vietnam.

We therefore are grateful to present you our Legal Services Proposal for your review and consideration.


Following works are proposed based on the request of Client. However, depending on the specific position/situation of Client, several work items may not be necessary.

Meanwhile,other works may be required. However, any additional works shall not fall under the scope ofthis Legal Service Proposal, but could be provided upon request.

Preparation of contracts

– Preparing Services Contract, IPR Assignment Letter and Non Disclosure Agreement between Client and IT Team in Vietnam in order to best protect right and interest of Client under Vietnam Law;

– Answering Clients questions on issues relating to the drafted contracts;

– Finalizing drafted contracts based on Client’s comments.

Preparation of the application documents:

– Notifying application documents required in accordance with Vietnamese law;

– Drafting application documents required for submission purpose in English language;

– Liaising with you to discuss the draft application documents;

– Amending the application documents based on your comments;

– Obtaining preliminary comments from the licensing authority on the draftapplication 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 development and additional requirements, if any; and

– Assisting you in obtaining License for establishment of R.O

Post-licensing procedures:

– Placing an announcement on establishment of R.O on the newspaper;

– Obtaining Tax Code Registration for R.O;

– Obtaining Seal Sample and Certificate of Seal Sample Registration;

– Declaration on commencing operation of R.O;

– Preparation of employment contract template.

Roadmap for carrying out above scope of work can be described in details as follows:

Preparing contracts: We shall collect necessary information from you.

Upon receipt of necessary information and documents from you, we shall prepare contracts under Vietnam Law. The first drafted contracts shall be delivered to you for review and comment. We shall arrange you 05 working hours (free of charge) after delivery of the first drafted contracts to answer your questions about the contracts. We anticipate that it shall take us 4 working days to complete the first drafted contract.

  • Preparing the application dossier: We shall collect necessary information and documents from you. Upon receipt of necessary information and documents from you,we shall translate documents from English into Vietnamese and prepare the application dossier under the standard forms. The initial drafted application dossier shall be sent to you for your comments. 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 from 5 working days. The prepared documents shall then be sent to you for review, signing and seal.
  • 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.
  • Licensing Process: Within 15 working days from submission of application dossier to Licensing Agency, we shall obtain License for establishment of R.O for Client.
  • Post licensing: Within 13 working days we shall complete the post licensing procedures such as publishing the establishment of R.O, obtaining Seal Sample, Certificate of Seal Sample Registration, Tax Code Registration for R.O and Report for commencing operation of R.O.


2.1. The Price for performing the SB Law services as mentioned in item 1 above will be as follows:

– Preparing contracts: 1,000USD (One thousand US Dollar).

– Establishment of R.O: 1,500USD (One thousand, five hundred US Dollar);

– In case Client requests us to review and update the drafted contracts and it exceed 5 working hours, we shall further charge 150USD/01 working hour.

– The above said service fee is exclusive of (i) actual cost for translating documents from English into Vietnamese (10USD/300 words), (ii) actual cost for traveling out of Ho Chi Minh City or Hanoi to carry out the service (if Client instruct us so) and VAT: 10%.

2.2. Services fee shall be paid to SB Law as follows:

– Within 03 working days from the date of signing the legal service contract, Client will pay for SB Law an advance payment which equivalent to 60% of the total estimated services fee.

– Client will pay the remained fee and other cost and disbursement incurred on Client’s behalf within 05 working days from obtainment first drafted of required documents from SB Law.

– Client shall immediately notify SB Law of when actual payment(s) will be made on the amount specified in the invoice(s). SB Law will start working only upon receipt of payment of the respective invoice(s). Alternatively, SB Law reserves the right to withdraw the service if payment is not received 10 days after the date of the invoice. Further, in the event payments are not received by the payable date, SB Law reserves the right to suspend services and/or levy and collect a late payment fee of 0.5% per month up to the date of receipt of payment by SB Law.