We understand that in this current economic

situation, hiring and paying monthly salary to a

lawyer might come at quite a cost for many

enterprises. Hence, to facilitate enterprises’ access

to professional and cost-effective legal solutions,

CNC has developed a service concept known as

“In-house counsel” exclusively for corporates. Under

this type of service, CNC’s lawyers will act as a

separate legal department of the enterprise and be

held responsible for providing legal solutions in

business operations of such enterprise. This In-house

counsel service allows enterprises to utilize the expert

strengths of each of our lawyer, including but not

limited to requiring multi-lingual consultation in

various areas of Tax, Labor, Trade…; or applying our

law firm’s relations and experience to quickly

complete various procedures; etc. In case of more

complex cases, CNC’s lawyers will be appointed to

work full-time at the headquarters of the enterprise.

The In-house counsel services comprises two

components, which are (i) corporate compliance

which are client's most critical issues and

opportunities i.e. trategy, marketing, organisation,

operations, technology, transpormation, digital,

construction and real estate, Merger and

Acqusition; and (ii) Legal advising services prefer to

specific legal issues, on a case - to case basis. These

two activities are closedly in with each others, and

to ensure proper, stable, and effective operations of

the corporation.

What activities does In-House Counsel Service

provide?

Contracts

• Evaluate and reexamine legal risks of signed

contracts and other related documents

(Contract Appendix, Contract Closeout

Statement, Agreement on Contract Termination,

etc.).

• Draft the following contracts: commercial,

cooperation, distribution, transfer, investment

and labor contracts.

• Participate in contract negotiation with partners,

customers, suppliers, vendors and lessors.

• Represent enterprises in settling disputes arising

from contracts.

• Advise on debt recovery matters.

Internal Control

• Advise corporate leaders on the organization

and management of branches, representative

offices, subsidiaries, internal departments, etc.

• Advise on the positions, roles and responsibilities

of internal departments and how to coordinate

work between departments within the enterprise.

• Examine legality of policies and internal

procedures issued by the enterprise.

• Propose amendment, supplement or repeal of

documents to be issued or already issued,

containing inappropriate content and in contrary

to the provisions of existing laws.

• Consult on the organization and participation in

the meetings of Board members, General

Assembly of Shareholders and Board of Directors;

examine legality of the documents issued by

such councils.

• Advise on resolving internal disputes between

limited partners (capital contributors) and

shareholders.

Labor

• Review legality of labor contracts in the process

of signing, amending, supplementing or

extending contracts.

• Draft Labor rules and regulations and Collective

Bargaining Agreement.

• Perform procedures related to foreign employees

such as: registration for work permit, visa, and

temporary residence card.

• Consult on training agreements and draft training

contracts.

• Consult on the forms and procedures to handle

labor discipline, termination of employment

contract and claim damages.

• Participate in and advise on labor dispute

resolution.

Administrative Procedures

• Implement procedures to amend business

registration contents and adjust investment

projects (supplement business sectors, office

relocation, change of legal representatives,

etc.).

• Perform procedures related to foreign labor:

apply for work permit, visa, temporary residence

card and individual tax code.

• Consult on and implement the procedures of

establishing Representative office and branch

supplementing rights of distribution, import and

export.

Legal Documents

• Develop a legal documents conservation system

governing the operation of the enterprise.

• Update information on state policies and

changes in legislation which might affect the

enterprise’s benefits.

• Instruct departments and units under enterprise

on legal compliance.

• Complete legal formalities and paperwork

related to the production and business activities

of the enterprise.

• Provide necessary forms for the operation of the

enterprise.

Corporate Support

• Advise and provide the enterprise’s units,

departments with the knowledge of law and

legal compliance.

• Assist enterprises in the process of working with

competent authorities.

• Translate legal-related documents as requested

by enterprises.

Fee-Charging Mechanism

There are 2 types of fee arrangement for enterprises

to select from:

Fixed fee:

Depending on the amount of work (include legal

consultation and services) estimated by enterprises,

CNC shall have an agreement with enterprises on a

monthly fixed fee. Change in volume of work

required to be executed shall not cause change in

the fee. It is anticipated however that in a special

situation where both Clients and CNC acknowledge

the adverse change in the works requires a

reasonable adjustment to the fixed fees to balance

interest of both Clients, and CNC.

Hourly rates:

Upon contract signing, CNC will provide enterprises

with the standard monthly working hours

commensurate with the service fees paid by

enterprises. Those standard working hours will be

utilized for implementing the tasks required by

enterprises, including consultation and legal

services.

Enterprises assign CNC enough tasks in order to use

up the standard working hours in each month. If

enterprises are unable to use all the standard

working hours within each month, the remaining

hours are allowed to be transferred to the following

month, and the subsequent months thereafter until

the 12th month. In this 12th month, if enterprises

have yet to use up the remaining hours, they will be

eliminated.

In case where the time needed to implement the

tasks requested by enterprises exceeds the standard

monthly working hours, CNC will offer another

preferential fee proportionate to the arising amount

of work. Our detailed fees are reasonably

calculated based on the number of years of

experience, professional knowledge, and skills of

lawyers. To receive accurate and up-to-date

information, please feel free to directly contact

CNC’s lawyers.

Forms of Service Provision

During the course of providing legal services, CNC

will appoint a Representative Lawyer to interact with

the enterprise. The Representative Lawyer will

receive requests from the enterprise’s departments

and subordinate units and assign such requests to

member lawyers with experience and expertise in

fields specific to the requirements of the enterprise.

In case of requests for consultation, CNC shall

provide legal solutions to enterprises by:

• Issuing an Advisory Letter via e-mail

• Consulting at CNC’s head office

• Directly consulting at enterprises

• Consulting at other locations as agreed

• Consulting via other communications means:

Skype, Facsimile, etc.

In case of requests for legal services, CNC shall

directly implement based on our agreement with

enterprises.

Requests for legal services require high level of

expertise and legal profession. For instance:

• Contract drafting

• Debt recovery

• Business license amendment

• Legal document translation

• Litigation at Court and Arbitration centers

Benefits of In-house counsel Services

Cost efficiency

In the course of operation, enterprises may face

many legal issues incurred in different fields. A

lawyer, however, can only possess good expertise in

certain practice areas.

Given the characteristics of a consultant company,

gathered here at CNC are lawyers with different

expertise. In lieu of employing multiple lawyers to

meet the requirements on Tax, Labor, Dispute

Resolution, Trade, Investment, etc., enterprises can

choose our In-house Counsel Service to experience

effective solutions for their diverse and complex

issues with the cost of only one lawyer.

Experience multiple services

Unlike other conventional legal services, In-house

counsel is a comprehensive package of all legal

services. With a prestigious lawyer team, CNC will

conduct all of the enterprises’ legal requests as a

specialized legal department.

Utilize a consultant company’s relations

Occasionally during the process of implementing

legal work, enterprises may need certain relations to

promptly promote some procedures. With many

years of experience working with relevant individuals

and organizations, we are always ready to assist

enterprises in the completion of work in the shortest

possible time.

Experience

Having experience helps minimize risks and save

time and cost for enterprises. Through years of

practice, CNC has approached a wide variety of

business cases, from which we form processes and

professional staff to meet the complex requirements

of enterprises.

Clients could reach us at

CNC VIETNAM CONSULTANT CO., LTD

Level 8, Vietnam Business Center Bldg.,

57-59 Ho Tung Mau St., Dist. 1,

Ho Chi Minh City, Vietnam

Tel: (+84-8) 6288 5128

Fax: (+84-8) 6288 5128

Email: contact@consultantcnc.com

Website: www.consultantcnc.com