Vietnam: How to legally name a business

1. Elements that make up a business name

According to Article 38 of the Law on Enterprises 2014 of Vietnam and Article 18 of Decree No. 78/2015/NĐ-CP of Vietnam’s Government, an enterprise’s name consists of two elements: The enterprise’s type of business entity + The enterprise’s proper name.

Form of business:

- Regarding limited liability companies: The type of business entity is written as “công ty trách nhiệm hữu hạn” or “công ty TNHH”;

- Regarding joint stock companies: The type of business entity is written as “công ty cổ phần” or “công ty CP”;

- Regarding partnerships: The type of business entity is written as “công ty hợp danh” or “công ty HD”;

- Regarding sole proprietorships: The type of business entity is written as “DNTN” or “doanh nghiệp TN”.

The enterprise’s proper name:

The proper name is written using the Vietnamese alphabet, the letters, F, J, Z, W, digits, and symbols.

To know if the name of the enterprise you choose is the same as another enterprise, you need to refer to the enterprises registered in the National Database on Enterprise Registration.

Business Registration Offices are entitled to accept or reject enterprises’ selected names as prescribed by law. The decision given by the Business Registration Office is final.

Regulations on the use of business names

- Enterprises operating under their investment licenses or certificate of investments (also the certificate of business registration) may keep using their registered names and are not required to change their names.

- The enterprise’s name must be posted at the headquarter, branches, representative offices, and other business locations of the enterprise. The enterprise’s name must be printed or written on transaction documents, materials, and publications published by the enterprise.

2. Enterprise’s name in foreign language and abbreviated name

- Enterprise’s name in foreign language means the name translated from the Vietnamese name into a foreign language that uses the Latin alphabet. When translated into a foreign language, the enterprise’s name may be kept unchanged or translated into a word or phrase with a corresponding meaning.

- If the enterprise has a foreign name, its size must be smaller than the enterprise’s Vietnamese name at the headquarters, branches, representative offices, business locations of the enterprise, on the enterprise’s documents and publications.

- Abbreviated name of an enterprise may be derived from the Vietnamese name or the foreign language name.

The enterprise’s name in a foreign language must not coincide with another enterprise's foreign name that has been registered. The enterprise’s abbreviated name must not coincide with another enterprise's abbreviated name that has been registered. Regulations on avoidance of name coincidence are applied nationwide, except for the names of enterprises that have been dissolved or declared bankrupt by the court.

These contents are specified in Article 40 of the Law on Enterprises 2014 of Vietnam and Clause 3 Article 17 of Decree No. 78/2015/NĐ-CP of Vietnam’s Government.

3. Prohibitions when naming enterprises

According to Article 40 of the Law on Enterprises 2014 of Vietnam and Clause 3 Article 17 of Decree No. 78/2015/NĐ-CP of Vietnam’s Government, during the naming process, businesses are not allowed to perform the following acts:

- The enterprise or its founder must not use a name that is already used by another enterprise or easily confused with another enterprise’s name that is already registered on the National Enterprise Registration Database; except for the names of enterprises that have been dissolved or declared bankrupt by the court.

- Using names of regulatory bodies, the armed forces, political organizations, socio-political organizations, socio-political-professional organizations, social organizations, socio-professional organizations as the whole or part of the enterprise’s proper name, unless otherwise permitted by the organization.

- Using words or symbols that offend the history, tradition, culture of Vietnam.

4. Used names and confusing names

According to Article 42 of the Law on Enterprises 2014 of Vietnam and Article 17 of Decree No. 78/2015/NĐ-CP of Vietnam’s Government, a used name means a Vietnamese name chosen by an enterprise which is exactly the same as the name of another registered enterprise.

A name is considered confusing in the following cases:

- The Vietnamese name chosen by the enterprise is pronounced similarly to the name of a registered enterprise;

- The abbreviated name chosen by the enterprise is the same as the abbreviated name of a registered enterprise;

- The foreign language name chosen by the enterprise is the same as the foreign language name of a registered enterprise;

- The proper name chosen by the enterprise is different from that of a registered enterprise of the same type by only a digit or a letter (in the Vietnamese alphabet, or the letter F, J, Z, W) right after the chosen proper name; (not apply to subsidiaries of a registered enterprise)

- The proper name chosen by the enterprise is different from that of a registered enterprise of the same type by only a symbol “&”, “.”, “+”, “-”, “_”; (not apply to subsidiaries of a registered enterprise)

- The proper name chosen by the enterprise is different from that of a registered enterprise of the same type by only a the word “tân” (“new”) before or “mới” after the proper name; (not apply to subsidiaries of a registered enterprise)

- The proper name chosen by the enterprise is different from that of a registered enterprise of the same type by only a word "miền Bắc” (”Northern”), “miền Nam” (”Southern”), “miền Trung” (”Central”), “miền Tây” (”Western”), “miền Đông” (”Eastern”), or a word with similar meanings; (not apply to subsidiaries of a registered enterprise)

- The enterprise’s proper name is the same as another enterprise's name that has been registered.

Enterprises whose names coincide or are confused with each other are recommended to negotiate about changing their names or adding geographical areas to their names as a distinguishing element.

Business Registration Offices are entitled to accept or reject enterprises’ selected names as prescribed by law. The decision given by the Business Registration Office is final.

5. Enterprises’ names violating industrial property rights

According to Article 19 of Decree No. 78/2015/NĐ-CP of Vietnam’s Government, when naming, businesses should note:

- It is prohibited to use a protected trade name, brand name, or geographical indication of an organization or individual as part of an enterprise’s proper name unless it is accepted by the owner of such protected trade name, brand name, or geographical indication.

- Before registering a name, the enterprise or its founder may check the database of industrial property authorities for registered brand names and geographical indications.

- Enterprises are legally responsible if their names violate industrial property rights. Every enterprise whose name violates industrial property rights must change its name.

- Every holder of industrial property rights is entitled to request the Business Registration Office to request the enterprise whose name violates industrial property rights to change its name.

- In case the notified authority issue a decision to impose an administrative penalty which requests the enterprise to change its name or remove violating elements from its name, if the violating enterprise still fails to comply with such request by the prescribed deadline, the Business Registration Office shall request the enterprise to provide explanation as prescribed.

- If the enterprise fails to provide explanation, the Business Registration Office shall revoke the certificate of enterprise registration.

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