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ONLINE & FREE LEGAL GUIDE

More than a law firm where you have to depend on your attorney's time and hourly fee schedule, we really want to be an ever-available and increasingly free tool for you whether you're a lawyer or a lawyer. founders, CEOs, COOs, investors or startup facilitators... can all easily self-help for their legal needs

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Intro

When starting a startup project, you will work for yourself, turning dreams into reality. But the excitement and busyness will often cause startup founders to ignore legal issues. It's like you start growing fruit trees on a piece of land but ignore the surrounding protective fence. You won't repeat this elementary mistake if you're reading through the instructions we're providing right next.

Our advice: Include legal documents, agreements, and regulations into your startup's activities on a regular basis. Forming the habit of consulting a specialized attorney for any of your decisions is a great way to protect your work, thereby avoiding potential conflicts and risks.

Here , like a friend, we provide brief instructions so you can easily grasp the important and necessary legal issues.

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from an idea

​All startups start with at least one startup idea. Successful founders are often the ones who believe their ideas will become reality from day one.

At the idea stage, you will face the problem of determining whether your idea is copying someone else's idea or how to protect your idea, or how to counter it. copying ideas by competitors. You should also learn about reinventing the wheel, while a worldwide database of patents, inventions, and brand names is available for your free reference.

 

Some of you have asked StartupLAW how to sell your ideas like setting up an idea exchange for "dreamers" to sell their ideas on it. I mean, how can you make money just thinking of something?

Next, let's find out the detailed instructions from StartupLAW that you need and should know at this stage. Some detailed instructions may be up to date at the time you read this. Chat with us so that StartupLAW's consulting team will soon have detailed instructions for the problem you need.

 

  • Is it illegal to copy ideas, clone or copycat?

  • How to protect startup ideas?

  • Should we “reinvent the wheel”?

  • Can a startup business idea sell?

  • Free startup legal solutions

  • Appraisal and legal advice on new business models

  • Business idea protection consulting

  • Advice on how to start a startup

  • Legal advice on founding and operating startups

  • Legal training for startups

  • Legal training for founders

  • ​Intellectual property law training

form a startup

“I was wondering if I should start a company when we were just starting out?”

This is a common question for you at the ideation and “team gathering” stage. We believe that it is not a question of whether to start a company or not, but rather: for a startup project to work, do you have to set up a company? If yes, then of course. At this point, you may also be confused about whether to set up a company in Vietnam or abroad, like Singapore.

In case your startup has a co-founder who is a foreign national. At that time, the procedure will be a bit more complicated when it is necessary to base on your nationality and the startup's business line to have the appropriate procedures and permits for the position of co-founder, employee and employee. immigration to Vietnam.

And yet, many startups have difficulty valuing the effort of co-founders to quantify the composition of charter capital. Most startups will recognize the co-founder's contribution by effort, by working time. Then you should remember, Vietnamese law does not recognize effort as an asset to contribute capital to establish a company.

 

Nowadays, the business registration process has become easier and easier, you can even do it yourself online. But establishing a startup company is not just business registration, there are many more things that need to be considered and decided by you such as: how much charter capital is okay, which industry to make the most of tax incentives, company name, company seal, shareholder structure so that it is consistent with the strategy of allocating shares, recording capital contributions by effort... We think that you need to discuss with a lawyer. specializes in startups and technology to help you decide on issues before, during, and after your startup.

Or if you can't discuss it with a lawyer, you should at least refer to each of the detailed instructions below that StartupLAW sends to you. Some detailed instructions may be up to date at the time you read this. Chat with us so that StartupLAW's consulting team will soon have detailed instructions for the problem you need.

 

  • Do startups have to set up a company?

  • Should I set up a company in Singapore or in Vietnam?

  • When to start a startup?

  • Can foreigners set up a company in Vietnam?

  • Co-founder is a foreigner, what license should I apply for?

  • Is it possible to contribute capital with "intellectual property", "effort"?

  • What is the optimal and legal way to recognize capital contributed to a startup?

  • Do you need a lawyer when setting up a company?

  • What to do before starting a company?

  • Register your own company or hire a service?

  • Things to do when setting up a startup company

  • What is the company charter?

  • What to keep in mind when setting up a startup?

  • Is it possible to register an illegal charter capital, what are the consequences?

  • Free startup legal solutions

  • Legal advice on founding and operating startups

  • Consulting, drafting Co-founder agreement (Co-founder agreement)

  • Drafting Mentor/Advisor Contract

  • Legal Training for Startups

  • Procedures for setting up a startup company

  • Set up a software company

  • ​Established a technology company

  • Drafting and editing the company's charter

  • Set of legal documents for startups

  • Confidentiality Agreement

  • Anti-competitive agreement

  • Foreign investment license

  • A set of documents on shareholders and capital contribution

  • Consulting on related legal issues

 
 
 

setup a team

Most successful startups are started by a team. That team consists of the co-founders, the employees are hired first and may include advisors and mentors.

One problem most startups face is that they don't have the funds available to pay all the team members. What they have available is the startup's shares and futures. Therefore, you should know, instead of paying with cash, you can pay with things of more attractive value than shares in your startup. A question arises, how much do you pay, or how much the ratio is enough.

 

You also have many other issues to consider such as: What is the role of each member? How will members benefit from the product? How much and when to enjoy. What if a member withdraws from the team before the deadline? Then in the case, a team member is currently doing the same job, full time at a company  or another organization, would that create a conflict of interest and risk? what risk or not. You will need a solution to this problem.

 

Many founders have also come to us and asked: what legal documents need to be signed by co-founders that are tight enough to be ready to focus on work? Of course yes, you will need to pay attention to the text of the startup co-founder agreement, the commitment to information security, the agreement on intellectual property rights of the products made. , Agreement on ownership of bonus shares; ESOP policy and other documents depending on the characteristics of a specific business model...

We believe that all the issues mentioned above if you put them in a legal framework from the beginning, then, during the startup's implementation, you won't have to worry about it anymore. At that time, you will spend a lot of time and attention to develop and add value to the product, participate in pitching sessions, expand your network and find customers and investors for the project.

Next, let's find out the detailed instructions from StartupLAW that you need and should know at this stage. Some detailed instructions may be up to date at the time you read this. Chat with us so that StartupLAW's consulting team will soon have detailed instructions for the problem you need.

 

  • How to recruit talented people to pay salaries with shares of the startup itself?

  • What is the startup equity ratio strategy?

  • Who, what to contribute, what to get and how many shares?

  • What is a "fair" share ratio?

  • can contribute capital by effort to start-up?

  • What is a co-founder agreement?

  • How to handle when the co-founder withdraws ahead of time?

  • What legal document does the founding team need to sign?

  • Is co-founder working full time for another company breaking the law?

  • Free startup legal solutions

  • Consulting option pool option

  • Consulting vesting plan

  • ESOP policy consulting

  • Consulting documents for employees

  • ​Contract with mentor, advisor

  • Drafting employee handbook (employee handbook)

  • Drafting the Code of Conduct

  • Consulting on the use of different types of labor

  • Consulting on the optimal solution for labor costs

  • Drafting/editing standard labor contracts

  • Confidentiality and Anti-Competition Agreements (NDA)

  • Agreement on transfer of intellectual property rights

  • Drafting labor policies and regulations

  • Disciplinary action, dismissal of employees

  • Procedures for Termination of Labor Contract

  • Labor registration procedure

  • Procedures for registration of social insurance

  • Procedures for Refund of personal income tax

  • Training Compliance with labor laws

  • ​Handling Labor Disputes

Intellectual property

  • Free startup legal solutions

  • Intellectual Property Training for startups

  • Trademark registration

  • Register Software/image/design copyright.

  • Consulting on Transfer of the right to use and own intellectual property

  • Drafting Intellectual Property Rights Agreement

  • Procedures for registration of a license contract (transfer of intellectual property)

  • Technology transfer contract

  • Procedures for registration of technology transfer

  • Intellectual property disputes

  • Consulting on solving intellectual property rights infringement

  • Consulting on related legal issues

The most valuable assets of a startup are mainly intellectual properties. It can be software (website/app), trademark (logo), invention, industrial design, a design or a valuable work of art. As an intangible asset, you need knowledge to identify and capture intellectual property and take the necessary steps to establish full and legal ownership of your company. with these properties.

Some of the questions we often answer for startups are: besides registering for protection, is there a way to protect intellectual property? Do you get software protection when you develop it based on open source code? Do intellectual property belongs to the company, the individual operator or the person who created it? If it is an asset, how can it be commercially exploited?

One of the most common disputes is the intellectual property rights dispute right with the co-founders, employees or with other companies. The fact is, not everyone who makes a property with their own hands will have the right to own it. In principle, whoever invests to make that property has the right to own it. Therefore, it is important, necessary and wise to document the regulations on intellectual property owners from the very beginning.

Next, let's find out the detailed instructions from StartupLAW that you need and should know at this stage. Some detailed instructions may be up to date at the time you read this. Chat with us so that StartupLAW's consulting team will soon have detailed instructions for the problem you need.

 

  • What is intellectual property?

  • How to protect the intellectual property of the startup?

  • Who has the right to own the intellectual property in the startup

  • Is there software protection when using open source code for development?

  • How to register copyright?

  • How to protect trademarks and domain names?

  • How is patent protection?

  • ways to commercially exploit a startup's intellectual property?

 

startup funding

Startup is a business model that requires venture capital. There are many ways to raise capital. It is important that you, as a startup founder, run a company to understand the advantages and disadvantages of these ways of raising capital and have the smartest fundraising or share allocation strategy.

​There are many issues that need to be resolved when your startup chooses the path of venture capital raising. That is: the time to call for capital; issues that need to be solved to get your startup ready to raise capital; establish a company in Singapore or Vietnam to receive investment capital; Is it okay to receive capital in the form of a convertible loan? What are the investment procedures and processes and how to receive investment money, then how to manage and treat shareholders ... These are the same contents that you will find right here on our website. .

You need to know that, when starting a startup, you can exchange/promise to exchange shares (equity) of the startup for angel investors, small investors or for mentors, advisors, suppliers, co. -founder or employee in return is an investment in money, effort, technology, goods/services ... for your startup.

Most startups hope to get funding from venture capital funds or a professional investment fund through the issuance of your own shares to these investment funds. In case there are interested investors and start to expedite the startup research process, you need a knowledgeable lawyer to support you from the beginning. The lawyer will also help you carry out procedures such as investment deal management, legal due diligence, negotiation and signing of investment/share purchase contracts, carrying out investment approval procedures. and supervise the disbursement of investment money and complete investment procedures after receiving the investment money.

Next, let's find out the detailed instructions from StartupLAW that you need and should know at this stage. Some detailed instructions may be up to date at the time you read this. Chat with us so that StartupLAW's consulting team will soon have detailed instructions for the problem you need.

  • When should you raise capital for a startup?

  • How to get a startup ready to raise capital?

  • What is startup legal due diligence?

  • should proactively conduct legal due diligence before investors enter?

  • Do you need an investor appraisal?

  • transaction process to call for investment capital

  • How to value startups?

  • Procedures and notes when calling capital from foreign investors?

  • Should companies in Singapore or Vietnam receive capital?

  • risks when receiving investment capital but the investor requires signing "debt document"?

  • Investors require that if the startup fails, they must return to work for investors?

  • What is a convertible loan?

  • receive a convertible loan that investors require to pledge startup shares?

  • Procedures for borrowing money from foreign investors

  • What is the investment terms (termsheet)?

  • Note when negotiating and signing a contract to register to buy shares

  • Note when negotiating and signing shareholder agreements

  • When do investors disburse investment capital?

  • What if investors do not disburse?

  • What is investor relations after receiving capital?

  • Free startup legal solutions

  • Consultancy on the process of raising capital for startups

  • Legal Due Diligence

  • ​ESOP Policy Advisory

  • Advice on terms of promise to reward shares (option pool)

  • Consulting on equity allocation strategy

  • Consultancy on transactions to receive startup investment capital

  • Consulting, managing investment transactions in startups

  • Consulting, checking, drafting investment terms (term sheet)

  • Contract for registration of shares purchase/Investment contract

  • Shareholder Agreement

  • Convertible loan contract

  • Procedures for foreign loan notification

  • Training Fundraising for startups

  • Editing the charter of the startup company

  • Procedures for applying for investment approval for foreign investors

  • Procedures for increasing charter capital in proportion to investment capital

go online

The majority of startups provide services or sales in the internet environment. In Vietnam, there are strict regulations on business, promotion and provision of goods and services online. Depending on your business type, you need to comply with relevant procedural regulations such as: Law on Cybersecurity 2019; Announcement of website/app sales; Register for an e-commerce platform (web/app); Apply for a license to set up a website; Social media license... Most of the above business licenses/conditions are simple to implement, but most importantly you must meet the prescribed conditions.

One problem you often see is the issue of privacy on the internet. You need to clarify how personal data provided by users will be used in a Privacy Policy. In addition, a Website/app Terms of Use (terms & conditions) will define the scope of the legal relationship between the service provider/website operator and the user.

Next, let's find out the detailed instructions from StartupLAW that you need and should know at this stage. Some detailed instructions may be up to date at the time you read this. Chat with us so that StartupLAW's consulting team will soon have detailed instructions for the problem you need.

  • Do I need to draft a Privacy Policy?

  • Drafting Website Terms of Use (how do terms & conditions play?

  • As a platform, what do you need to do to comply with the Cybersecurity Law when storing customer data?

  • Can customer information be stored in foreign servers?

  • When do I have to do the procedure for notifying the website/app for sale?

  • Which website/app must register e-commerce web/app with the Ministry of Industry and Trade?

  • Free startup legal solutions

  • Compose a Privacy Policy

  • Compose the Website Terms of Use (terms & conditions)

  • Procedure for notifying sales website/app

  • Procedures for registering e-commerce web/app

  • Consulting on compliance with the Cybersecurity Law

  • Online business legal compliance consulting

 
 
 

legal compliance

When operating a startup, no matter its size, it is imperative that you and your startup comply with local laws and regulations. As a founder, CEO, COO, you need to know the necessary information for contract issues, user data management, online business, labor, permits, taxes, accounting, sales of goods/ services, and business procedures.

 

Some basic guidelines that cannot be missed include:

Labor

It is increasingly difficult to recruit employees as collaborators and part-timers to avoid insurance and PIT payments. In addition to the satisfactory welfare regime for employees, the reduction of labor costs based on regulations on non-taxable expenses, without paying insurance is a matter of concern. In addition, the issue of signing labor contracts, agreements to promise stock bonuses, confidentiality agreements, non-compete agreements and agreements on intellectual property rights with employees is a must. In particular, the dismissal/termination of the labor contract is always very risky for your company. You should consult an expert before making this decision or taking action.

License

Startups often venture into new business areas, new business models. Therefore, determining what licenses and approvals your business requires from the state is very important to ensure legitimacy. Usually you will need to get answers/consultation about new business model license (sandbox), product quality certificate, security and order qualification certificate, qualification certificate business – operation registration, business lines with barriers to foreign investors...

Taxes & tax incentives

20% of profits is the corporate income tax you need to pay to the tax authorities. Reducing tax costs is a very important thing to increase profits and increase dividends for shareholders. Consult your "cut cost" expert for optimal cost allocation. In addition, it's great that startups and technology companies have the opportunity to receive tax incentives and reductions in the form of software production tax incentives, tax incentives for science and technology businesses. Instead of paying 20% tax on annual profits, when applying tax incentives, you only have to pay 0% for 5 years and 10% (halved) for the next 9 years. Consider to take advantage of this offer for your startup, technology company.

Sale of goods and services

First, you need to be responsible for your goods and services. If it is a SAAS product, a technology product or an intangible service, you need a Terms and Service Policy as the basis for your sales. You need to pay attention to the sales / service contract, the terms of use of the website / app (T&C), even if it is completely online sales. Besides, debt settlement is always a "pain" problem for most businesses. If possible, consider a debt-free business model or a debt model with interest, progressive penalty, compound interest to make the partner not want to keep the debt with you and also do not want to take the capital. yours too.

 

Contract

Drafting, signing a Contract is a sign that a deal, a business transaction is about to be started and completed. Therefore, understanding the contract is very important to you no matter what position you hold in the company. Be aware of the legal form of entering into a contract, the signing authority, when a contract is void, the types of breach of contract, the notarization of the contract, the language of the contract, the signing of the contract by means of a contract. electronic form ... to make sure the contract helps you instead of harming you.

 

Procedures for registration and change of business registration

Vietnam's Enterprise Law is increasingly innovative and flexible. Changing business registration contents such as company name, headquarters, industry, charter capital ... is increasingly easy and can be done completely online. The use of business seal is no longer important, you can design your own seal, arbitrarily engrave a seal for your business without having to ask for permission from any agency. However, "Do It Right" - "Do It Right!" is very important for a startup that is oriented to call for venture capital and develop breakthroughs in the near future. If so, please consult a startup lawyer to give you advice on how to set up a startup company for easy capital raising, a legal model for capital contribution by work or intellectual property.. .

  • Free startup legal solutions

  • Startup Law Compliance Training

  • Services Outsourced startup legal department

  • Law membership service

  • ​Review and build a legal compliance system for startups (Legal Compliance System - LCS)

  • Drafting a set of legal documents for startups

  • Drafting regulations on financial management of startups

  • Drafting the Regulation on Controlling and Compliance with Startup Law

  • ​Detailed advice on legal issues

  • Consulting on optimizing labor costs

  • Consulting Termination / dismissal of employees

  • Social Insurance Compliance Consultancy

  • Tax optimization consulting

  • Advice on applying tax incentives

  • Consulting Tax Compliance

  • Carrying out administrative procedures

  • ​Drafting Contract

  • Business registration

  • Change of Business Registration

  • Register for exclusive trademark protection

  • Register software copyright

  • Register for an e-commerce website/app

  • ​Notice of sales website

corporate government

Corporate governance includes activities of the General Meeting of Shareholders, the Board of Directors or Members' Council, the Supervisory Board and management positions in the company such as: Chairman of the Board of Directors. , Chairman of the Members' Council, Director or General Director. Decisions related to corporate strategy, shareholders/members, shares/capital contributions, election/appointment or dismissal of the above-mentioned management positions.  Meetings meeting of the General Meeting of Shareholders, Board of Directors or Board of Members and the issuance of decisions by these agencies.  Most startups do not have much experience in the field. this area and it is easy to make mistakes in the corporate governance process. These mistakes can create loopholes or give rise to disputes between shareholders/members with each other or with the Company.

The best way to manage a company is to equip yourself with the correct regulations on corporate governance. You can also hire a regular Legal Consulting service (outsourced legal department) to assist you not only in corporate governance, but also in company operations, commercial business. another. In addition, for corporate governance in accordance with regulations and compliance with required processes, you need to have a set of corporate governance document templates available along with specific processes for corporate governance.

 

Next, let's find out the detailed instructions from StartupLAW that you need and should know at this stage. Some detailed instructions may be up to date at the time you read this. Chat with us so that StartupLAW's consulting team will soon have detailed instructions for the problem you need.

 

  • Managing shareholder relations activities in startups

  • drafting and signing shareholder agreements

  • How to manage the Board of Directors?

  • How to organize a meeting of the Board of Directors in a professional manner?

  • How to conduct the General Meeting of Shareholders?

  • How to issue a resolution of the Board of Directors

  • How to issue a resolution of the General Meeting of Shareholders

  • Process and procedures for changing the content of the charter of the startup company

  • The process of "deposing" the CEO - founder of a startup

  • ​How to prevent CEO-founder of startup from being deposed?

  • Free startup legal solutions

  • Compose a set of documents and procedures for corporate governance

  • Legal advice on management of startups

  • Consultancy on shareholder relations/startup investors

  • Hold a meeting of the Board of Directors

  • Hold a General Meeting of Shareholders

  • Consulting to protect shareholders/investors' rights

  • ​Drafting of Shareholder Agreement

  • Startup Investor/Shareholder Relations Training