TH Legal Law Firm Limited
Legal counsel for enterprises investing and doing business in Vietnam
TH Legal is a Vietnamese law firm specialising in corporate and commercial law. We track developments in the prevailing laws and guide clients through the applicable procedures, so that our advice protects our clients’ legitimate rights and interests and serves their sustainable development.
- Combined years of practice across our lawyers
- 15+
- Domestic and international enterprises that have engaged TH Legal for advisory services
- 200+
- Specialised practice areas
- 8
- Offices in Hanoi and Ho Chi Minh City
- 2
01 — Practice areas
TH Legal advises on the legal issues that arise when an enterprise is established, operates, invests, restructures or becomes involved in a dispute
- 01
Entity Formation & Corporate Restructuring
Enterprise formation in Vietnam is governed by the Law on Enterprises 2020 and Decree No. 01/2021/ND-CP on enterprise registration. On the basis of the client’s business model, TH Legal advises on the appropriate entity type, drafts the company charter, structures the governance framework and guides the client through enterprise registration before the business registration authority.
- 02
Foreign Investment (FDI)
Where a foreign investor enters the Vietnamese market, the procedure proceeds in two stages: issuance of the Investment Registration Certificate under the Law on Investment 2020, followed by enterprise registration under the law on enterprises. TH Legal screens the business conditions applicable to each sector, structures the project implementation plan and represents the investor in the project dossier process before the competent state authorities.
- 03
Mergers & Acquisitions (M&A)
The principal deliverable in an acquisition project is a legal due diligence report on the target’s legal position: charter capital, the structure of legal representatives, material contracts and compliance deficiencies. Building on the findings, TH Legal drafts and negotiates the transaction documentation so that the binding terms accurately reflect the agreement between the parties.
- 04
Compliance & Corporate Governance
The Law on Enterprises 2020 imposes significant obligations on enterprises — most notably under Article 12, which provides that all legal representatives bear joint liability for damage caused to the enterprise. On this basis, TH Legal develops internal compliance frameworks, monitors periodic statutory compliance and advises on convening and minuting General Meetings of Shareholders and Members’ Councils in accordance with the prescribed authority and procedure.
- 05
Commercial Contracts
A contract is the direct legal basis governing the relationship between the parties; a single deficient clause can expose an enterprise to losses that are difficult to remedy once a dispute arises. TH Legal drafts, reviews and negotiates the commercial contracts enterprises commonly conclude, including sale of goods, provision of services, joint venture and investment cooperation agreements; we further advise on mechanisms for securing performance and on remedies for breach during the course of performance.
- 06
Dispute Resolution & Arbitration
In commercial disputes, enterprises frequently prefer to refer the matter to arbitration under the Law on Commercial Arbitration, as arbitral proceedings are confidential and arbitral awards are recognised and enforced in accordance with the law. TH Legal represents clients in negotiation, mediation, arbitration proceedings and litigation before the courts, from assessing the case file and determining the grounds for claim through to enforcement of the effective judgment or award.
- 07
Employment & Labour
In employment relationships, most risk arises from the handling of labour discipline and contract termination outside the procedure prescribed by the 2019 Labour Code. TH Legal advises on internal labour regulations, drafts employment contracts and salary and bonus regulations, and guides enterprises through discipline and termination in accordance with the prescribed procedure.
- 08
Tax & Intellectual Property
The value of an enterprise is directly shaped by the tax regime and the intellectual property protection regime. TH Legal advises on tax compliance in production and business activities; carries out the registration of trademarks, industrial designs and patents with the Intellectual Property Office of Vietnam; and represents clients in the resolution of disputes and complaints concerning intellectual property rights.
02 — Our approach
Three principles that run through the lawyer–client relationship
Precision
Legal opinions are issued only after research into the prevailing legal instruments and the relevant case law; where the law is not yet settled, we state clearly the basis and the limits of our advice.
Commercially minded
Legal solutions create value only when they serve the commercial objective of the enterprise. We do not stop at identifying legal risk: recommendations are assessed for compliance cost, implementation time and their impact on the client’s operations.
Professional ethics and confidentiality
TH Legal practises independently and objectively, in accordance with the professional ethics rules of the Vietnamese bar under the law on lawyers. Case files and client information are kept confidential as required by law, including after the engagement has ended.
03 — How we work
The engagement proceeds in clearly defined stages, at each of which the client knows the scope of work and the deliverables due
Case intake and screening
On the basis of the documents and instructions provided, TH Legal identifies the central legal issues, defines the scope of work and agrees the fee structure in writing before the engagement commences.
Research into the legal grounds
Our lawyers research and cross-check the prevailing legal instruments and the relevant case law; on that basis we conclude on the legal risks and the viability of each available course of action.
Issuance of the legal opinion
The deliverable is a written advisory letter or legal opinion setting out the legal grounds together with the benefits and risks of each option, so that the client has the necessary factual and legal basis to decide.
Implementation and monitoring
TH Legal represents the client in carrying out the prescribed legal procedures before the competent state authorities; at the same time, we track developments in legal instruments and adjust our recommendations so as to protect the legitimate rights and interests of the enterprise.
04 — Frequently asked questions
Questions enterprises commonly raise before engaging TH Legal
05 — Contact
TH Legal receives enquiries and case files from enterprises seeking legal counsel in Vietnam
Please describe your legal needs below; the lawyer in charge will contact you directly to discuss the case file, the scope of work and a suitable advisory approach.
Offices
Hanoi
[Office address — to be updated]
Ho Chi Minh City
[Office address — to be updated]
Telephone
[+84] 24 XXXX XXXX