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Vietnam company seal rules after the 2014 law

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Vietnam company seal rules changed in 2015, and a company now decides what its own seal looks like. The Law on Enterprises, Law No. 68/2014/QH13, came into force on 1 July 2015. Before that, the police made and controlled a company's seal. Now the company is in charge, and the registry only needs to be told.

This guide explains who decides, what the seal must show, what to file and what to do with older seals. It is general information, not legal advice.

What changed in 2015

The old system was strict. A company needed a seal engraving permit from the public security agency before it could operate, and a second seal needed the approval of the agency that granted the first.

The new law ends that. Article 44 says every enterprise may decide the form, quantity and contents of its seal. The word "quantity" matters. A company may now have more than one seal, for example one for head office use and one for a branch, if it wants that.

The state still wants a public record. So the company tells the business registration office about the seal. We cover that step below.

Sources: Law on Enterprises, Law No. 68/2014/QH13, Article 44, English text on LuatVietnam; Vietnam Law Magazine, "Reform on corporate seals still halfway", 25 April 2016.

What the seal must show

The freedom is wide, but not total. Article 44 sets two items that every seal must carry:

  • The name of the enterprise.
  • The enterprise's ID number.

Decree 96/2015/ND-CP, which guides the law, adds detail. The seal sample should have a clear shape, such as a circle or a polygon. A company uses one uniform sample with the same content, look and size. The company may add other words or images to the seal, except those the decree bans, such as the national flag or emblem.

The decree also bars content that goes against Vietnamese historical, cultural or ethical traditions.

Sources: Law on Enterprises, Law No. 68/2014/QH13, Article 44; Decree 96/2015/ND-CP of 19 October 2015, Articles 12 to 15, English text on LuatVietnam.

Who decides, and what goes in the charter

Article 44 also says the management, use and keeping of the seal follow the company's charter. So the charter, or a resolution, is where the rules live.

Decree 96 names who decides. In a joint stock company it is the board of directors. In a limited liability company it is the members' council or the president. In a private enterprise it is the owner. The charter may set a different rule. The charter or resolution should cover:

  • The seal sample: shape, size, content and colour.
  • The number of seals.
  • Who keeps the seal and how it is used.

Put the keeper's name in writing. A seal that anyone can pick up is a risk for the company, because a stamp on a contract can carry weight.

Sources: Law on Enterprises, Law No. 68/2014/QH13, Article 44; Decree 96/2015/ND-CP of 19 October 2015, Articles 12 to 15, English text on LuatVietnam.

Telling the registry about your seal

Before a company uses a seal, it must send the design to the business registration authority. The authority posts it on the National Business Registration Portal. Article 44 sets this duty.

The company sends a notice before it first uses a seal, and again before it changes the number of seals or stops using one. The notice states:

  • The name, ID number and head office address of the company.
  • The number of seals, the seal design and the date it takes effect.

The registration office then posts the design online. Plan this step before you order the stamp, so the seal in your hand matches the design on the portal.

Sources: Law on Enterprises, Law No. 68/2014/QH13, Article 44(2); Vietnam Law Magazine, 25 April 2016.

Older seals and lost seals

Many companies were set up before 1 July 2015 and already hold a police-issued seal. Decree 96 lets them keep using it. They do not need to send a notice to the registry just to continue.

A notice is needed if the company adds a seal or changes the colour of its seal. If it makes a new seal, it returns the old one to the police office that issued the seal registration certificate. If a seal or its certificate is lost, the company can get a new seal under the decree and must tell the police office about the loss.

Source: Decree 96/2015/ND-CP of 19 October 2015, Articles 12 to 15, English text on LuatVietnam.

What this means for contracts and banks

Article 44 says a seal is used in cases the law requires or the parties agree. That sentence is the key for contracts. A seal is not needed for every deal. If a law asks for it, or if both sides agree to it, the stamp goes on. If neither applies, a valid signature may be enough.

In practice, many partners still ask for the red stamp. So agree on it early and write it into the contract. Say who signs, whether a seal is also required and which seal is meant. If your company has several seals, name the one that applies.

Banks and partners may ask to see your seal. Because every company's seal design is now posted on the portal, you can show the design that matches your latest notice.

A short checklist helps. Choose the design. Check that the name and ID number are on it. Record the rules in the charter. Notify the registry before first use. Keep the confirmation slip. Tell your partners and bank when you change anything.

Sources: Law on Enterprises, Law No. 68/2014/QH13, Article 44(4).