FREE LAWTALK COFFEE WITH
DoanhNguyen
chat with startups & VC lawyers
From 2015 to now, Doanh has spent hundreds of hours to coffee with more than 500 startups, technology companies and venture capitalists. Schedule a lawtalk coffee meet with Doanh to talk about legal issues, startups, venture capital that interest you.
online - 30 minutes | offline - 60 minutes | Prioritize pre-booked slot
Start
Own an IP
Hire people
Sales & Marketing
Go online
Funding
Corporate management
Exit
Legal Checklist
To-do-list
Start a startup
You can start a startup by making a Co-Founding Agreement to start a startup project or by registering a startup with your co-founders. If your co-founder is a foreigner joining the founding of the company, he or she needs to apply for an Investment License to be allowed to start up in Vietnam. You should also look for mentors, advisors in areas such as strategy, finance, legal, marketing ... to get the best professional support for you and your startup.
You also need to equip yourself with the necessary legal knowledge throughout the startup process. The advice of Startup LAW is: Please bring legal documents, agreements, and regulations into the daily activities of the startup on a regular basis. Develop a habit of consulting lawyers for any of your decisions. This is a great way to protect the success of your startup, thereby avoiding potential conflicts and risks.
You can manage your risk by using a set of standard startup legal documents including: confidentiality agreements, hiring agreements, anti-competition agreements, shareholder relations documents ...
Free startup legal solution
Legal consulting on startup and founding
Consulting and drafting Co-founder Agreement
Drafting mentor / advisor contracts
Legal Training for Startup
Procedures established companies
Drafting and modifying company charter
Legal documents startup
Privacy agreement
Anti-competition agreement
Foreign investment license
Documents on shareholders and capital contribution
Consulting related legal issues
Intellectual Property
A startup's most valuable asset is often its intellectual property. The most popular trademark (trademark), followed by software, is an invention or a creative technical solution.
Talk about the startup's brand (trademark). This is an asset of great value that all startups have. This could be the name of your project, your company name, or simply the name of your software. Trademarks will be protected exclusively for those who register first instead of those who use them first. So, you should apply for trademark protection for your startup as soon as possible.
Most startups today develop a software. Fortunately, the software is NOT REQUIRED to register and is copyrighted for its creator and / or owner. However, registering software copyrights is a must for you to use your Copyright Registration Certificate as proof of your ownership.
You can commercially exploit your IP assets to offset your investments by selling, franchising, or using the IP to contribute capital to another company. It is important to note that you need to have a clear written agreement with software engineers (dev) and your designer (designer) to determine that the ownership of intellectual property created by them belongs to your startup is often owned by them personally.
Free legal answers
Intellectual Property Training for startups
Trademark registration
Register Software / Image / Design Copyright.
Patent / industrial design registration
Advice on the transfer of the right to use and own intellectual property
Drafting an Intellectual Property Rights Agreement
Drafting Intellectual Property Management Regulations
Procedures for registration of a license contract (transfer of intellectual property)
Technology transfer contract
Technology transfer registration procedures
Intellectual property disputes
Consulting on resolving infringement of intellectual property rights
Consulting related legal issues
Recruitment of personnel
A seemingly very simple thing is "hiring people to work" but is governed by an increasingly complex legal system and contains many legal risks with uncomfortable sanctions. It includes hundreds of legal documents related to labor - employment, social insurance, health insurance, unemployment insurance, occupational safety ... Make sure you are using these documents. and implement legal procedures when dealing with worker-related issues.
With the current regulations, the cost of complying with the labor law for a full-time employee is quite expensive, so the solution of outsourcing the employees without having to sign a labor contract at a reasonable cost is much. The startup applies such as: seasonal contracts, expert contracts, or services outsourced from professional suppliers for jobs that support the main business activities such as accounting, legal, human resources - labor, marketing.
Labor disputes are often related to labor discipline, so besides the Labor Rules, a discipline process should be strict and must be followed fully to avoid risks and disputes. may arise. Please consult your Attorney before taking these actions.
Free legal answers
Training Compliance with labor laws
Consulting the plans to use different types of labor
Consulting solutions to optimize labor costs
Drafting / editing labor contract
Confidential and anti-competitive workers agreement (NDA)
Intellectual property right transfer agreements
Drafting labor policies and regulations
Discipline, lay off employees
Procedures for Labor Contract Termination
Labor Registration Procedures
Registration procedures for social insurance
Procedures for Personal Income Tax Refund
Selling goods and services
If the products you supply to the market are physical products, you need to meet the standards and conditions of the business for that product. In addition, the manual and product warranty policy is also very important to be strictly regulated to protect your own interests in disputes with consumers or users. For intangible products or services, you need a customer contract or terms of use, waivers and detailed descriptions of your product or service. In addition, you should also pay attention to regulations on unfair competition, advertising, promotion, and event organization for your marketing activities.
In the process of developing a trading system, distributing products - services, you should have available contracts - related agreements such as: Goods sale and purchase contract, Service provision contract, Distribution contract goods, business cooperation contracts, product processing contracts, confidentiality agreements, anti-competition agreements when cooperating with partners.
Free legal answers
Standard sales contract
Announcement, registration promotion
Announcement and registration of product quality
Legal advice on labels
Contract, agent policy
Franchise Consulting (franchise)
Contract of business cooperation
Recover public debts
Debt collection and management training
Go online
Most startups provide services or sell goods in the internet environment. In Vietnam, there are strict regulations on online trading, advertising, and provision of goods and services. Depending on your type of business, you need to comply with relevant procedures such as: Law on Cyber Security 2019; Notice the website / app for the sale; Registration of e-commerce floor (web / app); Apply for a license to set up a website; Social media license ... Most of the above licenses / conditions of business are simple to do, but most importantly, you must meet the required conditions.
The protection and registration of domain name ownership should also be considered. You should also know how to prevent fake websites from you to compete or damage your business.
One problem you often see is the issue of privacy on the internet. You need to be clear about how personal data provided by users will be used in a privacy policy. In addition, a website / app (terms & conditions) will define the scope of the legal relationship between the service provider / website operator and the user.
Free legal answers
Advice on compliance with the Law on Cyber Security
Online business compliance consulting
Procedures for website / app sales notification
Procedures for registration web / e-commerce app
Composing a Privacy Policy
Compose a website Terms and Conditions (terms & conditions
Procedure for Social Network License.
Company manager
Corporate government is divided into two segments: Daily Compliance Management and Shareholder Relations. Including activities of the General Meeting of Shareholders, Board of Directors, Supervisory Board and management positions in the company such as: Chairman of the Board of Directors, Director or General Director. Decisions regarding company strategy, shareholders, shares, election / appointment or removal of managerial positions. Meetings of the General Meeting of Shareholders, the Board of Directors and the promulgation of the decisions of these agencies. Most startups do not have much experience in this field and it is easy to make mistakes in the corporate governance process. These mistakes can create loopholes or give rise to disputes between shareholders with each other or with the Company.
You may need one or more mentors or advisories to assist you. In addition, in order for corporate governance to comply with the regulations and comply with the required procedures, you need to have a set of corporate governance documents in place with specific procedures for corporate governance.
Prepare the Mentor / Advisor Agreement
Legal consulting startup
Private startup attorney
Prepare Corporate Governance Documentation and Process
Investor / Shareholder Relations Training
Legal training of labor, taxes, and contracts for management team
Consulting on shareholder / investor dispute resolution
Call for capital
Most startups need capital. There are many ways to raise capital. It is important that you as a startup founder and company run understand the advantages and disadvantages of these fundraising strategies and have the smartest fundraising or equity strategy.
When starting a startup, You can exchange / promise to exchange your startup equity for angel investors, small investors or for mentors, advisor, suppliers, co-founders or employees. In return is an investment of money, effort, technology, goods / services ... for your startup.
Most startups hope to get an investment from venture capital funds or a professional hedge fund by issuing shares of your own company to these investment funds. In the case of an investment partner, you should have a knowledgeable lawyer to assist you in the negotiation process. Your attorney will also help you with due diligence, negotiating and signing an investment / share purchase agreement, implementing investment approval procedures and monitoring the disbursement of your investment. Invest and complete investment procedures after receiving investment money.
Consulting startup fundraising process
Equity vesting plan
Equity plan
Transaction consulting to receive investment capital
Consulting on investment transactions in startups
Consulting, examining and drafting investment terms (term sheet)
Share subscription contract / Investment contract
Contracts to borrow money at home / abroad
Procedures for Notice of Foreign Loans
Start-up Calling Training
Drafting a Shareholder Agreement
Edit company charter
Investment Approval Procedures
Procedures for increasing charter capital in proportion to invested capital
Exit your startup
Either way, a startup is a business journey. A journey will always have a stop for you as a founder, join the founders. For some reason, you need to stop your journey and here are the ways you might consider it.
If you are not bound by a commitment to the startup / investor, you can divest your ownership by selling part or all of your shares. You can also consider the 1-2 year startup suspension. In case your startup is unable to survive, you may consider shutting down your startup by dissolving or bankrupting your startup. However, that is not necessarily the best way. You can still consider transferring part or all of your startup to a buyer in an M&A transaction to reap a substantial amount of money when you sell the startup with valuable assets such as intellectual property, existing parts, operating systems, brands ...
An exit, transfer, share sale or M&A deal is often very complicated. You need a lawyer to help you navigate and control the negotiation, signing and implementation of the deal and of course the best protection of your interests and the company.
Advice on selling / transferring shares
Consultancy on M&A deal
Consulting to close the startup
Implementation of business suspension procedures
Implementation of dissolution procedures
Consulting, dispute resolution, disagreement.
FREE LAWTALK COFFEE WITH
DoanhNguyen
chat with your startups & VC lawyer
From 2015 to now, Doanh has spent hundreds of hours coffee with more than 500 startups, technology companies and venture capitalists. Schedule a lawtalk coffee with Doanh to talk about legal issues, startups, venture capital that interest you.
online appointment - 30 minutes | offline - 60 minutes | Prioritize pre-booked appointments
Doanhh is also ready to participate:
WORKSHOP - STARTUP EVENT - TRAINING - PRIVATE CONSULTING
