Some notes on the enterprise sample seal

The new regulations on the seal in the 2014 Law on Enterprises giving the enterprise more liberty at creating the seal has helped the enterprise be more active in making its own seal with specific characteristics and differences compared to other enterprises.

In accordance with the provisions of the 2014 Law on Enterprises and Decree 96/2015/ND-CP with detailed regulations for implementation of a number of articles of the Law on Enterprises  relating to the seal, the seal of the enterprise must contain: (i) the name of the enterprise; and (ii) and its code number. Apart from these factors, the enterprise is not required to present other information as previously requested, such as the district where the enterprise is located and the form of the enterprise. Therefore, the enterprise can freely choose the form of the seal such as circle, polygon or other shapes, as well as information and images recorded in the seal provided that such information, image are not prohibited by law, traditions, history, culture, ethics and customs of the Vietnamese nation.

However, in reality, due to not clearly understanding the above provision, many enterprises still apply the previous regulations to make the sample seal showing their whole information, such as information of the district where the head office is located. In principle, such full information is not contrary to current regulations. However, this will be troublesome to the enterprise when it changes its head office from a district to another in the same province/city. At that time, the enterprise has to re-register the new sample seal due to the changed information about the district of the head office, resulting in a waste of time and expenses to make and inform the new seal in accordance with the provisions of law. In addition, during the time of notification of the new sample seal, the enterprise will not be able to use the old seal to stamp on the documents, contracts or transaction dossiers with its partners, which may make it miss business opportunities, or delay the work in progress, especially transactions carried out at the bank.

As a professional law firm, when assisting clients in registering the new sample seal, we always recommend that in addition to the basic information required by law, namely the enterprise name and its code number, other information should be not necessarily show on the seal, especially information about the district where the head office is located, to avoid changing the seal when the head office is changed.

Moreover, as for foreign-invested enterprises, they may apply the new regulations of the 2014 Law on Enterprises to create their own sample seal with the characteristics similar to those of the brand of their overseas parent company, thereby creating brand identity as well as building trust when conducting transactions with their partners.

It should be additionally noted that the above provision on the seal applies solely to enterprises established under the 2014 Law on Enterprises. As for organizations established under the Law on Notarization, the Law on Lawyers, the Law on Judicial Assessment, the Law on Insurance Business, the Law on Securities and the Law on Cooperatives, the procedures for registration of the sample seal must still be carried out at the Police Agency for Administrative Management of Social Order.