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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.


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


• 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

 Floor, Centre Building, Hapulico Complex, 85

Vu Trong Phung St, Thanh Xuan District, Hanoi


authority; and

• Translating the final version of the application documents into Vietnamese for


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


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


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

 Floor, Centre Building, Hapulico Complex, 85

Vu Trong Phung St, Thanh Xuan District, Hanoi


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


» The procedure of Annual General Meeting of Joint Stock Company
Contact: Law Firm - SB Law in Vietnam
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