The law regulating corporate seal

Previously, Decree 58/2001/ND-CP stipulates that “Seals are used in state agencies, political organizations, socio-political organizations, socio-professional organizations, and associations. them, economic organizations, armed units, foreign agencies and organizations operating in Vietnam (hereinafter referred to as agencies and organizations for short), and several state titles. The seal represents the legal position and affirms the legal value of documents and papers of agencies, organizations, and state titles. The seal is managed according to the provisions of this Decree”.

However, at present, Decree 58/2001/ND-CP has been replaced by Decree 99/2016/ND-CP on management and use of seals. The management and use of the enterprise’s seal is registered and operated following the Law on Enterprises and the Law on Investment without being subject to general regulation by the Decree on seal management as before.

Quantity, form, and content of seal sample of the enterprise

According to the provisions of Article 44 of the Enterprise Law 2014 and guiding documents, enterprises have the right to decide on the form, content, and number of seals of the enterprise, branch, or representative office. Specifically:

Authority

The authority to decide on the number, form, and content of seals is as follows:

Private business owner for a sole proprietorship. The Members’ Council for a partnership, the Members’ Council, or the company’s President for a limited liability company. The Board of Directors, in the case of a joint-stock company, shall decide on the quantity, form, content, and sample of the seal, the management, and use of the seal, unless otherwise provided for in the company’s charter. details and implementation guidance in Article 12 of Decree 96/2015/ND-CP).

Seal sample of the enterprise

The corporate seal template is presented in a specific form (circle, polygon, or other shapes). Each business has a uniform seal template in terms of content, form, and size.

Contents of the seal

In the content of the seal sample, there must be information about the business code and the name of the enterprise.

In addition to the above information, enterprises can add other languages and images to the content of their seal samples. However, this addition must not violate the prohibitions specified in Article 14 of Decree 96/2015/ND-CP.

Prohibitions on seals

Enterprises are not allowed to use the following images, words, and symbols in the content or form the seal sample:

– National flag, National Emblem, Party flag of the Socialist Republic of Vietnam.

– Images, symbols, names of the state, state agencies, people’s armed forces units, political organizations, socio-political organizations, socio-political-professional organizations, social organizations associations, and professional social organizations.

– Words, signs, and images that violate the historical, cultural, ethical, and fine traditions of the Vietnamese nation.

Enterprises are responsible for ensuring compliance with the provisions of the law on intellectual property and relevant laws when using images, words, symbols in the content or the form of seal samples.

Conditions for using the seal

Article 44 of the 2014 Enterprise Law and Article 34 of Decree No. 78/2015/ND-CP stipulate: Before using, changing or destroying the seal sample, change the number of seals of the company, branch, or representative office representative, the enterprise sends a notice to the Business Registration Office where the enterprise, branch or representative office is located to publish the notice of seal sample on the National Business Registration Portal. The content of the notice includes:

a) Name, code, address of the head office of the enterprise or its branch or representative office;

b) Number of seals, seal samples, the effective date of seal samples

Therefore, before using the seal, the enterprise must carry out the procedures to notify the Business Registration Office where the enterprise is headquartered or the operational address of the branch or representative office to post the sub-sample. stamp on the National Portal on Business Registration.

In case an enterprise established before July 1, 2015, continues to use the seal granted to the enterprise without having to notify the seal sample to the business registration agency. In case the enterprise makes additional seals or changes the color of seal ink, the procedures for notifying the seal sample shall be carried out following regulations on enterprise registration.

Regulations on management and use of corporate seals

The management, use, and keeping of the seal comply with the provisions of the company’s charter. The seal is used in the cases prescribed by law or the transaction parties have an agreement on the use of the seal. These are the contents specified in Clauses 3 and 4, Article 44 of the Law on Enterprise 2014.

Thus, the enterprise has the full right to decide on the management, use, and retention of its seal according to the content recorded in the company’s charter. Enterprises are only restricted in their decision-making power in cases where the law requires the use of seals.

When dealing with a partner, whether or not to use the seal on documents and papers is regulated by the Company’s Charter and by agreement between the enterprise and the partner.

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