Senior Legal Counsel / In-house Lawyer

Position Summary
- The Senior Legal Counsel is responsible for providing comprehensive legal support to the company's business operations, with a strong focus on foreign-invested enterprises (FDI), corporate restructuring, mergers and acquisitions (M&A), capital transfer transactions, business dissolution, investment licensing, and regulatory compliance in Vietnam.
- The role serves as a strategic legal advisor to management, ensuring legal compliance while facilitating complex corporate transactions and business transformation projects.
1. Corporate Legal Affairs
• Provide legal advice on corporate governance and enterprise law matters.
• Draft, review, and negotiate commercial contracts and corporate documents.
• Support Board of Members, Board of Directors, and Shareholders' meetings.
• Advise management on legal risks and mitigation strategies.
• Manage corporate legal records and statutory filings.
2. Mergers & Acquisitions (M&A)
• Lead legal workstreams for mergers, acquisitions, divestments, and capital transfer transactions.
• Conduct legal due diligence for target companies.
• Review investment structures and transaction risks.
• Draft and negotiate SPA, SHA, Capital Transfer Agreements, and transaction documents.
• Coordinate with investors, law firms, auditors, tax advisors, and government authorities.
• Support post-merger integration and corporate restructuring activities.
3. FDI Investment & Licensing
• Advise on establishment, amendment, expansion, and operation of FDI enterprises in Vietnam.
• Handle Investment Registration Certificate (IRC) and Enterprise Registration Certificate (ERC) procedures.
• Support investment project adjustments, capital increases, ownership changes, and business line amendments.
• Liaise with DPI, Industrial Zones, Export Processing Zones, and other regulatory authorities.
• Ensure compliance with Vietnamese investment laws and sector-specific regulations.
4. Corporate Dissolution & Restructuring
• Lead legal procedures for business dissolution, liquidation, and project termination.
• Manage closure procedures with licensing authorities, tax authorities, customs authorities, and social insurance agencies.
• Coordinate settlement of labor obligations, contractual obligations, and outstanding liabilities.
• Support restructuring projects involving mergers, spin-offs, consolidations, and business transfers.
• Ensure all dissolution procedures are completed in compliance with Vietnamese laws.
5. Compliance & Risk Management
• Monitor legal and regulatory developments affecting company operations.
• Develop internal compliance policies and legal procedures.
• Conduct legal compliance reviews and internal audits.
• Manage disputes, claims, and external legal counsel.
• Provide legal training to internal stakeholders.