Vietnam presents a compelling yet legally intricate environment for foreign nationals seeking to work independently or launch a business. Expats cannot simply register as sole traders under their own name — the established pathway is to create a foreign-invested company. A fast-changing legal landscape, increasingly digital government systems, and robust investment incentives draw entrepreneurs to Vietnam, but navigating the process without qualified local assistance is rarely advisable.
| Item | Details |
|---|---|
| Can foreigners self-employ directly? | No — expats must register a company or invest through a foreign-invested enterprise (FIE) |
| Main business structure for expats | Limited Liability Company (LLC) — 100% foreign ownership permitted in most sectors |
| Company registration timeline | Typically 2–4 months for a fully foreign-owned LLC (as of 2025) |
| Corporate income tax (CIT) rate | 20% standard rate (as of 2025); incentive rates available in priority sectors |
| Personal income tax (PIT) for residents | Progressive 5%–35% on worldwide income; non-residents pay a flat 20% on Vietnam-sourced income (as of 2025) |
| Digital nomad visa | No dedicated visa exists as of 2025 — most nomads use tourist or e-visas |
How does self-employment work for expats in Vietnam?
Vietnam does not allow foreign nationals to register independently as unincorporated sole traders in the way that, say, someone might set up as an auto-entrepreneur in France or register with HMRC as a sole trader in the United Kingdom. Vietnamese law contains no provision recognising a foreign individual operating a business in their own name without a corporate structure. Any expat wishing to conduct commercial activity in Vietnam must either be employed by an already-registered entity or establish their own company through the appropriate channels.
Employment and working conditions in Vietnam are governed primarily by the Labor Code (Bộ Luật Lao Động), most recently amended in 2019 and in force since January 1, 2021. With limited exceptions, foreign nationals are subject to the same overarching legal framework as Vietnamese workers, and securing the correct work authorisation and residency documentation is the essential starting point for any expat.
The vast majority of foreign workers in Vietnam are required to hold a valid work permit before starting work. Work permits are generally granted for periods of up to two years and are renewable. Crucially, a work permit is linked to a specific employer or company — so if you have founded your own business, that company acts as your sponsoring employer, and you will ordinarily need either a work permit or a qualifying exemption tied to your level of capital contribution.
Under Vietnam’s 2025 regulations, only capital contributors with a contribution of VND 3 billion or more are exempt from work permit requirements; everyone else must obtain one. This threshold is a critical planning consideration when structuring your company, since it directly determines whether a work permit application is necessary on top of the company registration process.
Vietnam’s approach to foreign labour authorisation has shifted considerably in recent years. Decree 152 marked a departure from the relatively open and predictable system that had previously welcomed overseas talent, introducing a noticeably more restrictive policy stance. Vietnam’s Decree 219/2025, which took effect on August 7, 2025, brings further important changes, including longer permissible short-term work assignments, simplified work permit procedures, and new exemptions for specialists in priority sectors.
What are the different self-employment and business structures available in Vietnam?
Vietnam provides a range of legal vehicles through which foreign nationals can operate commercially. Understanding how each structure differs — in terms of liability exposure, tax treatment, and administrative demands — is fundamental before settling on an approach. Each entity type sits within its own legal framework and carries distinct operational requirements, and making an informed choice at this stage helps ensure the structure aligns with the long-term objectives of the business.
Limited Liability Company (LLC)
The LLC is the vehicle of choice for the majority of foreign businesses, valued for its operational flexibility and the protection it affords owners against personal liability. It permits 100% foreign ownership across a broad range of business activities listed under the World Trade Organisation commitments Vietnam entered into from 2007. There is no fixed minimum registered capital for LLCs in Vietnam, but the declared amount must be credible and proportionate to the stated activities — for most service-oriented businesses, USD 10,000 is frequently cited as a practical baseline, though this depends on the nature and location of the business (as of 2025).
Joint Stock Company (JSC)
A JSC is designed for larger enterprises that intend to issue shares and bring in multiple investors. Broadly equivalent to a public limited company in other legal systems, this structure is typically chosen by businesses planning to seek a stock exchange listing or raise equity from a wider pool of shareholders. Governance and compliance requirements are considerably more demanding than those of an LLC.
Representative Office (RO)
A Representative Office provides a lower-risk entry point for foreign companies wishing to establish a footprint in Vietnam without engaging in full commercial operations. An RO is restricted to non-revenue-generating functions such as market intelligence gathering, promotional activities, and acting as a liaison with local partners. It cannot issue invoices or enter into commercial contracts, but its setup is comparatively straightforward and the ongoing compliance burden is lighter. It operates as an extension of the parent company rather than as a standalone legal entity.
Branch Office
A branch office allows a foreign company to conduct certain commercial activities in Vietnam while remaining legally tied to its parent. This option is used infrequently and tends to be confined to specific regulated sectors — such as banking or legal services — where a foreign firm wishes to operate directly under its global brand name in the Vietnamese market.
Partnership
A partnership structure is built on a collaborative arrangement between partners and is most commonly seen in professional services contexts. In practice, foreign nationals rarely opt for this form in Vietnam, preferring the LLC because of its clearer legal framework and the limited liability it provides to its members.
For most independent expat operators — whether they are consultants, freelancers, technology founders, or professional service providers — the single-member or multi-member LLC is the standard and most practical choice, and it forms the primary focus of the guidance that follows.
How do you register as self-employed in Vietnam?
As explained above, foreign nationals have no avenue to register as individual sole traders in Vietnam. In practical terms, “self-employment” for an expat means establishing your own company and operating through it. The steps below outline the registration process for a foreign-invested LLC, which is the most widely used route.
Establishing a Foreign Invested Enterprise (FIE) in Vietnam generally takes between two and four months, depending on the complexity of the business and the entity type chosen. Where all documentation is correctly prepared, most foreign-owned companies can be incorporated within 20 to 25 working days. These two timeframes are not contradictory: the 20 to 25 working days covers the core registration phase, while the broader two to four months encompasses preparation, document legalisation, and post-registration formalities.
- Determine your business activities and structure. Before commencing the incorporation process, you must settle on your company structure, ownership arrangements, and the specific business lines you intend to pursue. Vietnamese companies are only permitted to operate within the activities they have formally registered. Define these precisely using Vietnam’s Standard Industrial Classification codes.
- Prepare and legalise your documents. All foreign-origin documents submitted to Vietnamese authorities must be notarised, legalised by the relevant consular officials, and translated into Vietnamese by recognised translators. This applies to your passport, financial statements, and any corporate documentation from your home country.
- Obtain an Investment Registration Certificate (IRC). The first compulsory step for any foreign-invested project is securing an Investment Registration Certificate (IRC), which formally establishes your entitlement to invest in Vietnam. Your application must include a detailed investment project proposal, evidence of financial capacity (such as audited financial statements), and a lease agreement or memorandum of understanding for your business premises. The IRC process typically takes around 15 working days when documentation is complete and is submitted to the Department of Planning and Investment (DPI).
- Obtain an Enterprise Registration Certificate (ERC). Following IRC approval, you must apply for an Enterprise Registration Certificate (ERC), which constitutes your official company registration, brings your legal entity into existence, and provides your tax identification number. The ERC application requires your company charter and a full list of members and legal representatives. This stage is considerably quicker, generally completed within around three working days.
- Obtain your corporate electronic ID (eID). From July 1, 2025, all businesses in Vietnam are required to use a corporate electronic identification (e-ID) account when conducting administrative procedures online. Before submitting any filings digitally, your organisation or its legal representative must complete the e-ID registration, which involves an in-person process.
- Appoint a Legal Representative. Every company registered in Vietnam must designate at least one Legal Representative who is resident in the country and responsible for managing day-to-day operations. This individual may be a foreign national holding a valid work permit or a Vietnamese citizen.
- Open a capital bank account. To remit investment capital into Vietnam, the FIE must open a dedicated capital bank account at a licensed bank. This specialised foreign currency account is used to track the movement of capital into and out of the country.
- Register for tax and obtain a tax code. Following incorporation, your company must fulfil its ongoing compliance obligations, which include corporate tax registration, monthly VAT and CIT filings, annual audited financial reports, labour registration, and investment reporting to the Department of Finance where applicable.
- Apply for a work permit (if required). If your capital contribution falls below VND 3 billion, a work permit application must be submitted to the relevant provincial authority. The application dossier must be lodged between 10 and 60 days before your intended start date, and the competent authority is required to review and issue the work permit within 10 working days of receiving a complete dossier.
Check current fees and processing timelines with the National Business Registration Portal or the Department of Planning and Investment in your target province. Official guidance is also available through the Ministry of Planning and Investment.
How do you set up a company in Vietnam as an expat?
The full incorporation process for a wholly foreign-owned LLC follows the core steps outlined in the previous section, but several key requirements merit closer examination — particularly those relating to capital, ownership rights, registered address, and legal representation.
Foreign ownership rules
Foreign individuals and companies may legally establish and own a business in Vietnam. The most frequently used structure is the foreign-owned LLC, which allows complete foreign ownership across the majority of sectors. That said, certain regulated industries carry ownership caps or require supplementary licensing before operations can begin. Foreign investors must navigate sector-specific rules that may include foreign ownership restrictions, conditional business categories requiring additional governmental approvals, and obligations arising from Vietnam’s commitments under international trade agreements.
Minimum capital requirements
Vietnam imposes no universal minimum capital threshold, though particular industries set their own minimums under sector-specific regulations (as of 2025). For most service businesses, USD 10,000 is a commonly referenced benchmark, though the appropriate figure will vary according to your activity and the location of your operations. The declared capital must genuinely reflect what is needed to carry out the stated business activities — under-capitalisation is a frequent cause of complications at the IRC stage.
Registered office address
Every company in Vietnam is required to maintain a registered address at a commercial premises. If you do not intend to lease a physical office, a virtual office arrangement that satisfies local compliance requirements is a viable alternative. Residential addresses are not acceptable for company registration purposes.
Legal Representative
Each company must have at least one designated Legal Representative. Depending on the organisational structure of the company, this individual may hold the title of Company President, Director, or General Director. Vietnamese law mandates that at least one Legal Representative reside in Vietnam — either a foreign national holding a valid residence permit or a Vietnamese citizen based in the country.
The new ERC-First sequencing (from 2026)
The Law on Investment 2025 (No. 143/2025/QH15), which came into force on March 1, 2026, has reversed the sequence that governed foreign investment procedures for many years. Foreign investors may now obtain the Enterprise Registration Certificate first — formally creating the company — and then proceed with the Investment Registration Certificate formalities. This means you can legally constitute your corporate vehicle, sign a lease, open a company bank account, and begin operational preparations while the investment project documentation is being processed in parallel. This change has the potential to reduce time-to-market considerably.
Post-incorporation obligations
All registered businesses are liable for an annual business licence tax calculated on the basis of their registered capital. Companies must submit financial statements and annual reports to the relevant regulatory bodies. All foreign-owned enterprises are required to prepare accounts in accordance with Vietnamese Accounting Standards (VAS) and to have their annual financial statements independently audited.
For the most up-to-date registration requirements and applicable fees, consult the National Business Registration Portal or the Department of Planning and Investment in your target province, whether that is Hanoi, Ho Chi Minh City, or elsewhere.
Can you work as a digital nomad in Vietnam?
Vietnam has not yet introduced a dedicated digital nomad visa, leaving location-independent workers to piece together alternative arrangements. This sets Vietnam apart from countries such as Portugal, Thailand, and Indonesia (Bali), all of which have either launched or trialled specific long-stay pathways for remote workers. As of 2025, no formal digital nomad visa programme has been announced, though Vietnam continues to rank among the most popular Southeast Asian bases for people who work online.
Vietnam draws a growing number of digital nomads for a range of reasons: exceptionally low living costs by global standards; an established and expanding community of remote workers; a proliferating network of coworking spaces; generally reliable internet infrastructure; and very affordable mobile data as a convenient backup.
In the absence of a purpose-built visa, digital nomads in Vietnam most commonly rely on one of the following options:
- E-visa (tourist/single or multiple entry): Vietnam’s e-visa permits stays of up to 90 days. It is not a work visa and does not confer any legal authorisation to earn income from Vietnamese sources. Nevertheless, many location-independent workers use it while serving clients located entirely outside Vietnam.
- Business visa (DN visa): A business visa allows stays of up to one year on a multiple-entry basis and is used by individuals with a company affiliation in Vietnam. This is frequently the most workable solution for expat founders who have incorporated their own Vietnamese company.
- Temporary Residence Card (TRC): Expats who have registered a company and been issued a work permit may apply for a Temporary Residence Card, which offers longer-term security of stay and eases day-to-day administrative dealings.
Under Vietnamese tax law, you acquire tax resident status if you are present in Vietnam for 183 days or more within a calendar year or across any 12 consecutive months, or if you hold a permanent residence card or have signed a property lease for 183 days or more. Those who do not meet these criteria are treated as non-residents and are taxed exclusively on income sourced in Vietnam.
Digital nomads and short-stay expats can inadvertently acquire tax resident status by exceeding the 183-day threshold. Avoiding this outcome requires maintaining evidence of tax residence elsewhere — for example, a tax residency certificate issued by another country. This is an important consideration for anyone spending extended periods in Vietnam on a tourist or short-stay visa.
The most persistent difficulty digital nomads encounter is securing residency documentation that allows a prolonged legal stay. Before crossing into tax residency, you will need a visa that supports long-term presence in the country. Always verify current visa conditions through the Vietnam Immigration Department’s official e-visa portal before making travel plans.
What taxes and social contributions apply to self-employed expats and business owners in Vietnam?
Vietnam’s tax framework encompasses several layers that are directly relevant to self-employed expats and business owners: Personal Income Tax (PIT), Corporate Income Tax (CIT), Value-Added Tax (VAT), and social insurance contributions. The system is administered by the General Department of Taxation (GDT).
Personal Income Tax (PIT)
For tax residents, employment income is subject to a progressive rate structure ranging from 5% to 35%, while non-residents face a flat rate of 20% on Vietnam-sourced income. Tax residents are liable to Vietnamese personal income tax on their worldwide earnings, regardless of where that income is paid or received. This worldwide basis of taxation is comparable to systems in countries such as France or Australia, but it only takes effect once the 183-day residency threshold has been crossed.
For business income specifically, applicable rates range from 1% to 5% depending on the activity type. Under the updated PIT law, the non-taxable revenue threshold for household businesses has been raised — household businesses with annual revenue of VND 500 million or less are exempt from personal income tax (as of 2026). This represents meaningful relief for very small operators.
Filing deadlines
The annual PIT finalisation for a company’s employees falls due by March 31 of the year following the relevant tax year; individual filers — such as contractors or those with multiple income sources — must complete their finalisation by April 30. Self-employed individuals are also required to submit quarterly tax returns throughout the year.
Corporate Income Tax (CIT)
The standard corporate income tax rate is 20% for most enterprises, a level that remains broadly competitive within the region (as of 2025). Vietnam maintains a suite of tax incentives to channel investment towards high-tech industries, education, healthcare, renewable energy, and research and development-intensive activities.
Value-Added Tax (VAT)
The standard VAT rate in Vietnam is 10%. E-invoicing is now mandatory for all businesses and is subject to strict deadlines for both issuance and validation (as of 2025). Unlike some jurisdictions where small businesses fall below a VAT registration threshold, you should confirm the current threshold with the GDT, as your obligations may arise from the outset of trading.
Social Insurance
Foreign employees are not required to contribute to unemployment insurance. However, foreign workers are generally obliged to contribute to both social health insurance and social insurance. The amended Social Insurance Law 2024 took effect on 1 July 2025, broadening mandatory coverage to additional categories of workers, refining the rules governing pension entitlements and lump-sum withdrawals, and introducing tighter penalties for late or evaded contributions. Unlike the PAYE-style systems prevalent in many countries where social contributions are managed entirely by the employer, Vietnam’s arrangements place shared responsibility on both the company and its founders, requiring active oversight.
Double Tax Agreements
Vietnam has concluded double taxation agreements (DTAs) with more than 80 countries. Failing to claim DTA benefits where they are available leads to avoidable double taxation. Always establish whether your home country has a DTA with Vietnam and incorporate this into your tax planning before committing to residency or a business structure.
The General Department of Taxation is deploying AI-based tools to identify suspicious transactions, with particular scrutiny applied to cross-border payments and VAT refund claims. This is especially pertinent for expats who have foreign clients or receive income from outside Vietnam.
Are there any incentives, grants, or programmes to encourage expat entrepreneurs in Vietnam?
Vietnam has established itself as one of Southeast Asia’s leading investment destinations, drawing foreign capital through its sustained economic growth, competitive labour market, and advantageous geographic position. The Vietnamese government actively supports foreign investment with a range of incentive programmes, particularly in technology, innovation, and sectors of strategic national importance.
Tax incentives for priority sectors
Vietnam’s tax incentive framework is designed to attract investment into high-tech industries, education, healthcare, renewable energy, and R&D-intensive activities. Preferential CIT rates — which can fall as low as 10% for qualifying high-tech enterprises — apply for a defined period before the standard 20% rate takes over. While structured differently, these incentives are broadly comparable in purpose to the R&D tax credit schemes found in countries like Ireland or Singapore.
Technology and innovation exemptions
The updated Decree 219 of 2025 eases requirements for specialists working in technology, innovation, and digital transformation, with the goal of facilitating talent acquisition in strategically important sectors. Highly qualified professionals in these fields may qualify for work permit exemptions, removing one significant administrative barrier for founders operating in the technology space.
Short-term specialist assignments
Under the revised rules in force from August 2025, foreign specialists may now undertake short-term assignments in Vietnam for up to 90 days per calendar year, a significant increase from the previous cap of 30 days. This provides considerably greater flexibility for project-based deployments without triggering full work permit obligations.
Free trade agreement benefits
Vietnam’s membership of free trade agreements including the CPTPP and EVFTA gives foreign investors improved market access and reduced tariff exposure. Depending on your sector, these arrangements may lower import duties on equipment or raw materials, positively affecting the cost structure of your business.
National Innovation Centre and startup ecosystem
Vietnam has established the National Innovation Centre (NIC) in both Hanoi and Ho Chi Minh City as anchors for the country’s startup ecosystem. These centres provide coworking infrastructure, mentoring support, and access to government-backed programmes aimed at attracting technology talent and foreign investment. The NIC operates under the Ministry of Planning and Investment and is oriented specifically towards technology-focused founders. Consult the NIC official website for current programme details and eligibility criteria.
Vietnam does not offer a dedicated startup visa or entrepreneur visa pathway as of 2025, in contrast to countries such as Germany or Canada, which have purpose-built visa routes for founders. Access to incentive programmes is driven primarily by your chosen business structure, the sector you operate in, and the location of your business, rather than by your nationality or visa category.
What are the practical challenges of being self-employed or running a business in Vietnam?
Vietnam offers a genuinely dynamic and rewarding environment for foreign entrepreneurs, but a clear-eyed understanding of the practical obstacles is essential for anyone planning to operate here. The following are among the challenges most commonly encountered.
Language barriers in bureaucratic processes
All official government procedures — from company registration and tax filing to work permit applications — are conducted exclusively in Vietnamese. Foreign documents must be notarised, legalised by consular officials, and translated into Vietnamese by recognised translators before they can be accepted. Even online government portals are predominantly Vietnamese-language, making independent navigation without local support difficult.
The need for local professional support
Delays in the registration process frequently result from incomplete documentation, incorrectly specified business lines, insufficient declared capital, or problems with office lease arrangements. Consulting qualified professionals early and arriving with notarised and legalised documents already prepared are among the most effective ways to prevent costly setbacks. For most expat founders, engaging a local lawyer, accountant, or specialist company formation firm is not merely advisable — it is effectively a prerequisite. The reliance on professional support is arguably even greater than in comparable markets such as Spain or Ireland, given the language barrier and the speed at which regulations evolve.
Rapidly changing regulations
Vietnam is currently in the midst of one of its most extensive legislative overhaul cycles in recent memory. Reforms spanning land and housing, personal data protection, digital transactions, and investment law are affecting virtually every business sector, and many provisions have been brought into force ahead of their originally scheduled dates. Keeping pace with regulatory change demands continuous attention or the ongoing services of a professional adviser.
Corporate e-ID requirements
Companies whose legal representatives are all foreign nationals may encounter practical obstacles, as Level 2 e-IDs currently require in-person registration. Further clarification from the Ministry of Public Security is anticipated to address these situations. This remains a live issue for newly arrived expat founders and should be factored into the incorporation timeline.
Banking access
Opening a corporate bank account as a foreign-invested enterprise requires your ERC, your tax registration certificate, and in most cases a confirmed physical office address. To remit investment capital into Vietnam, the FIE must open a dedicated capital bank account at a licensed bank — a specialised foreign currency account used to monitor capital flows in and out of the country — from which funds can subsequently be transferred to current accounts for day-to-day domestic payments.
E-invoicing compliance
E-invoicing is now mandatory for all businesses and is subject to strict deadlines for both issuance and tax authority validation. All invoices must be generated through approved e-invoicing software registered with the tax authority, and non-compliance carries financial penalties. Unlike the more informal invoicing practices found in some markets, Vietnam’s system requires each invoice to be digitally validated in near real-time.
Annual audit requirements
All foreign-owned companies are required to prepare their accounts in accordance with Vietnamese Accounting Standards (VAS) and have their annual financial statements independently audited. This necessitates either appointing a qualified chief accountant or engaging a professional accounting services provider. It is an ongoing cost that should be built into your financial projections from the first year of operation.
Frequently asked questions
Can I be employed by a Vietnamese company and run my own business at the same time?
Holding salaried employment with a Vietnamese company while also owning and operating your own registered business are not inherently incompatible, but meaningful practical constraints apply. Your work permit is tied to a specific sponsoring employer, and maintaining a separate business typically requires setting up a distinct legal entity with its own licences and registrations. Legal advice is strongly recommended to ensure that both arrangements comply with your visa conditions, work permit terms, and your employment contract. Having two concurrent income streams will also complicate your annual PIT finalisation.
How do I invoice foreign clients from my Vietnamese company?
Vietnam’s standard VAT rate is 10%, but a preferential 0% rate is available for qualifying exported goods and services. Where your company delivers services solely to clients located outside Vietnam, those services may be treated as exports and attract the 0% VAT rate, making your pricing more competitive internationally. Since e-invoicing is now mandatory, all invoices — including those addressed to overseas clients — must be issued through an approved e-invoicing platform registered with the tax authority. Confirm the correct VAT treatment for your specific services with the GDT or your accountant.
What happens to my company if my work permit or visa expires?
The legal existence of your company does not automatically cease when your personal visa or work permit lapses, but the practical repercussions of an expired work permit can be serious. Working without valid authorisation may result in administrative fines and deportation. If you are your company’s legal representative and your residency status expires, you may also encounter access problems with government online portals and the e-ID system required for filings. Always renew your work permit and visa well before their expiry and keep all documentation current.
Is there a minimum salary I must pay myself as a company director?
Vietnam does not prescribe a specific minimum salary for company directors or foreign shareholders. However, the salary you declare should be commercially reasonable, as it forms the basis for your social insurance contributions and PIT liability. Setting an unusually low salary to minimise tax exposure may attract scrutiny from the tax authorities, particularly given the GDT’s growing use of AI-driven transaction monitoring.
Can I register a company in Vietnam without being physically present in the country?
Yes, it is possible to incorporate a company in Vietnam without being personally present, provided you appoint a locally authorised representative and supply the required notarised and legalised documentation. However, the corporate e-ID registration — now compulsory for all online administrative filings — currently requires in-person biometric enrolment for certain categories of foreign nationals. Factor this into your planning and consider engaging a qualified local representative to handle government liaison during the incorporation process.
Do I need a Vietnamese business partner or local co-director?
If your chosen sector permits 100% foreign ownership, there is no obligation to bring in a Vietnamese partner or appoint a local co-director. Foreign nationals may serve as both shareholders and directors. Nevertheless, Vietnamese law requires that at least one Legal Representative reside in Vietnam — this person may be a foreign national holding a valid residence permit or a Vietnamese citizen living in the country.
What are the tax implications if I work remotely for overseas clients while based in Vietnam on a tourist visa?
Spending 183 days or more in Vietnam triggers tax resident status, at which point your global income becomes subject to Vietnamese personal income tax. Even before reaching that threshold, income earned for work physically carried out in Vietnam — regardless of where the payment is received — is generally taxable in Vietnam as a non-resident, unless a specific Double Tax Agreement exemption applies. If you plan to spend an extended period in Vietnam while working remotely, specialist tax advice is strongly recommended.
Where can I find official guidance on registering a business in Vietnam?
The principal official resources are the National Business Registration Portal (for company registration), the General Department of Taxation (for tax registration and ongoing filings), the Ministry of Planning and Investment (for investment policy and IRC procedures), and the Vietnam Immigration Department (for visa and work permit information). Given the frequency of regulatory updates, always verify current requirements directly with these bodies or through a licensed Vietnamese legal adviser.