Company seal is an object that is embossed or engraved with the company’s contents in order to create a permanent seal on documents when making decisions and transactions. One of the required steps while completing business registration and company establishment registration procedures is seal engraving and management.
For a company seal to be used lawfully, it must be created in accordance with the law’s criteria for content, amount, size, and a number of other factors.
Enterprise Seal Regulations under the Enterprise Law
Right to decide on company seal
The owner of the private enterprise, the Members’ Council, the company’s president, the Board of Directors, and a number of other subjects as defined in the Company Charter make decisions on the number of seals, the shape of the seal, and the content of the seal.
Seal sample, number of company seal
The above-mentioned competent entities will determine the form, size, content, ink color, and quantity of seals for the seal sample.
Before January 1, 2021: before being put into use, the seal sample must be notified to the business registration authority to post a public notice on the National Business Registration Portal.
Contents of company seal
According to the business registration, the company name and Tax Code must appear on the company seal. The company also has the option to add the seal’s text and graphic content.
*** Enterprises are entitled to self-determination with regard to their company seals
According to the Enterprise Law 2014, companies are free to choose the style, number, and information contained in their seals, although the information on the seal must include the following:
– Company name;
– Tax code
The legal requirements on the information displayed in the contents of the seal have been removed, as per the rules of Clause 2, Article 43 of the Enterprise Law 2020. Instead, the companies decide on the type, quantity, form, and content of their seals.
Companies also have the right to choose the type, quantity, form, and content of seals for their branches, representative offices, and other units, according to the Enterprise Law 2020. This is not shown in the 2014 Enterprise Law.
The seal’s content must not violate the restriction
The seal’s contents cannot go against the prohibition outlined in Decree 96/2015/ND-Article CP’s 14. The following specific seal content is not permitted:
- The national emblem, the Socialist Republic of Vietnam’s national flag, and the Communist Party of Vietnam’s party flag.
- The names, images, and logos of the state, its agencies, its police and military forces, its political and social groups, its socio-political organizations, and its professional and social organizations.
- Words, signs, images that violate the historical, cultural, ethical, fine traditions and customs of Vietnam.
Size of the company seal
Currently, the documents regulating the seal size of the Ministry of Home Affairs or the Ministry of Public Security have expired and there is no replacement document on the content.
Therefore, the authorized entity of the corporation has the full decision over the size of the seal.
However, the subjects who have the authority to choose the seal size must also take into account the fact that the seal shouldn’t be either too big or too little; rather, it should be just appropriate and sufficient to represent the necessary seal content.
*** No need to notify seal sample before use
Previously, companies had the option to create their own seals in accordance with Clause 2, Article 44 of the Law on Enterprises 2014, but they were required to notify the business registration authority so that the seal sample may be made publicly available on the National BUsiness Registration Portal before using it.
On January 1, 2021, the Enterprise Law 2020 removed the above term. The procedure for notifying the seal sample with the Business Registration Office won’t be required anymore.
This law is seen as new, progressive, and appropriate for streamlining administrative processes and reducing the time and effort required to complete business-related tasks.
*** Recognition of digital signature as the seal of the companies
The Enterprise Law 2020 acknowledges that a company’s seal can take one of two types, including:
- The seal is created at a seal engraving vendor;
- Seal in the form of digital signature in accordance with the law on electronic transactions.
This regulation has officially recognized the digital signature as the seal of the company. Compared to the provisions of the Enterprise Law 2014, this content is entirely new.
The definition of digital signatures is provided in Decree 130/2018/ND-CP. A digital signature, which can be understood simply, is a type of electronic signature used to sign documents and digital documents created in electronic transactions over the internet. It is encrypted with data and information of a company.
The inclusion of an electronic signature as a seal of the company contributes to helping companies have more options in using the seal instead of just using the engraved seal as at present.