About

Corporate governance is a core factor that determines the stability, transparency, and sustainable development of every organization — from newly established companies and listed corporations to multinational groups.

An effective governance system not only helps businesses operate smoothly but also minimizes legal risks and strengthens the confidence of investors and business partners. However, amid Vietnam’s continuously evolving legal framework, many enterprises — particularly foreign-invested companies — face significant challenges in organizing corporate governance, ensuring compliance, and managing legal risks in a systematic manner.

At DAI & PARTNERS, we provide outsourced legal counsel services with a long-term partnership approach, acting as an in-house legal department for businesses and supporting clients throughout corporate governance, operations, investment activities, risk management, and dispute resolution.

OUTSOURCED LEGAL COUNSEL SERVICES – A STRONG LEGAL FOUNDATION FOR YOUR BUSINESS

In practice, many legal risks do not arise from disputes themselves, but from weak internal governance, inadequately controlled contracts, or business decisions made without timely legal consultation.

Outsourced legal counsel services help businesses:

• Proactively identify, control, and prevent legal risks

• Ensure legal compliance across all governance and operational activities

• Optimize costs compared to maintaining a fixed in-house legal department

WHAT BENEFITS DO BUSINESSES RECEIVE FROM OUTSOURCED LEGAL COUNSEL SERVICES?

• Early identification of legal risks in governance, investment, and business operations

• Tight control over contracts, legal documents, internal procedures, and corporate policies

• Protection of the lawful rights and interests of businesses in transactions and dealings with partners and government authorities

• Ongoing support from lawyers who provide legal consultation before important business decisions

• Flexible cost structures suitable for each stage of business development

OUTSOURCED LEGAL COUNSEL SERVICES AT DAI & PARTNERS

The outsourced legal counsel services at DAI & PARTNERS are designed with a comprehensive, practical, and long-term approach, covering all aspects of corporate governance, internal operations, and legal risk management while functioning as an in-house legal department for businesses.

1. Corporate Establishment, Licensing Amendments & Legal Structuring

• Handling procedures for the issuance, amendment, and modification of Enterprise Registration Certificates (ERC), Investment Registration Certificates (IRC), distribution licenses, retail licenses, and other sub-licenses

• Preparing dossiers and handling labor-related procedures, salary scales, and social insurance matters

• Establishment, amendment, suspension, dissolution of enterprises and dependent units

2. Internal Governance – Corporate Organization & Operations

• Drafting and reviewing charters, internal governance regulations, operational procedures, delegation and authorization policies

• Preparing documents and supporting the organization of Members’ Council, Board of Directors, and General Meeting of Shareholders meetings

• Advising on and resolving conflicts among shareholders or members, including voting rights and veto rights disputes

• Supporting corporate restructuring, governance model changes, and improvement of internal systems

3. Contracts & Commercial Transactions

• Drafting, reviewing, and negotiating commercial contracts, sale and purchase agreements, and service agreements

• Supporting, advising on, and participating in mergers and acquisitions (M&A), capital transfer, and share transfer transactions while ensuring legal compliance and controlling legal risks arising from such transactions

• Conducting legal control and review of all other contracts arising during business operations

• Assessing legal risks and advising on legal solutions before the signing, amendment, or termination of contracts

• Handling contract disputes at both pre-litigation and litigation stages (when disputes arise)

4. Retainer Legal Counsel & Compliance

• Providing ongoing legal advice to the Board of Management and all departments within the enterprise

• Advising on legal issues arising in business operations, finance, human resources, investment, procurement, and operations

• Providing legal consultation before high-risk or high-impact business decisions

• Updating, warning, and guiding compliance with newly issued legal regulations

5. Labor & Employment Legal Services

• Advising and supporting HR departments in handling labor relations matters

• Advising on and participating in the resolution of labor conflicts and disputes between employees and employers

• Drafting, reviewing, and standardizing labor disciplinary procedures

• Drafting and completing the entire labor documentation system, including labor contracts, internal labor regulations, policies, decisions, notices, and meeting minutes

• Advising on labor law compliance and updating new labor regulations

6. Project Legal Management

• Providing comprehensive legal advice on investment, land, construction, planning, banking, and project licensing matters

• Representing businesses in dealings with Ministries, Provincial People’s Committees, Departments, and banks

• Drafting and reviewing contracts for goods and services, construction, planning, M&E, supervision consultancy, bidding, equipment supply, professional consultancy, business cooperation agreements, and the entire legal documentation system of projects

• Controlling legal risks in transactions, contracts, and the overall project operation process

HIGHLIGHTS OF PRACTICAL EXPERIENCE

1. Legal Counsel & Corporate Governance for Healthcare Projects and Large Corporations

Saigon Eye Hospital System & Nghe An Friendship General Hospital – Phase 2

• Acting as the in-house legal department throughout the entire process from investment to operation

• Leading all legal procedures relating to investment, land, construction, banking, and sub-licenses

• Representing clients in dealings with the Ministry of Health, Provincial People’s Committees, Departments, and banks from project development to operation

• Drafting and reviewing the entire system of commercial contracts, construction contracts, M&E contracts, bidding documents, supervision consultancy agreements, medical equipment contracts, and all project legal documents

• Controlling legal risks in all transactions, contracts, and hospital operational procedures

• Drafting and reviewing charters, internal governance regulations, hospital operational procedures, and preparing documents and organizing Board of Directors and General Meeting of Shareholders meetings

• Advising on and resolving internal conflicts among shareholders, voting rights disputes, veto rights issues, risk management, and restructuring matters

• Supporting HR departments in labor management and legal compliance

• Assisting businesses in restructuring procedures, governance model changes, and internal system enhancement

2. FDI Enterprises – Legal Counsel & Chain Operations

Providing ongoing legal counsel services for CJ Vietnam, Logitem Vietnam, and Ultimate Cars:

• Obtaining, amending, and adjusting IRCs, ERCs, distribution licenses, retail licenses, and sub-licenses

• Drafting, reviewing, and negotiating logistics contracts, including domestic and international transportation, warehousing, and cold storage agreements

• Drafting and negotiating investment contracts, construction agreements, warehouse operation agreements, business cooperation contracts, distribution agreements, and service agreements

• Advising on and standardizing compliance policies, labor matters, and commercial regulations

• Resolving internal disputes and commercial disputes before courts and arbitration tribunals

• Conducting legal review of all business operations, contracts, and corporate activities

• Standardizing internal legal systems and corporate governance regulations

• Drafting and reviewing charters, internal governance regulations, operational procedures, and preparing documents and organizing Members’ Council meetings

• Advising on member conflicts, voting rights disputes, veto rights issues, and legal risk management

• Supporting corporate restructuring, governance model changes, and internal system enhancement

• Providing legal advice to departments during chain operations

• Advising and supporting HR departments in handling labor disputes and disciplinary matters

WHY CLIENTS CHOOSE DAI & PARTNERS?

• Deep understanding of Vietnamese corporate law and practical corporate governance

• Strong experience advising domestic enterprises, FDI companies, and large corporations

• Thorough understanding of government authority procedures and stakeholder coordination

• Clear, practical, and long-term legal solutions

• Commitment to maximizing and protecting clients’ legal rights and business positions

📞 Contact DAI & PARTNERS today to build a tailored OUTSOURCED LEGAL COUNSEL solution for your business.

Explore Our Notable Legal Counsel & Corporate Governance Projects