The corporate seal represents each business and is used to distinguish between businesses. Below are 04 new points about enterprise's seals in Vietnam that will be applied from January 01, 2021.
Article table of contents
04 new points about enterprise's seals in Vietnam effective from January 01, 2021 (Illustrative Image)
As per Article 43 of the Law on Enterprises 2020 concerning enterprise’s seals and Article 44 of the Law on Enterprises 2014 concerning enterprise’s seals, the following are the 04 new points regarding enterprise’s seals:
| Law on Enterprises 2020 | Law on Enterprises 2014 |
| Article 43. enterprise’s seal 1. The seal includes seals made at a seal engraving facility or seals in the form of digital signatures as per the law on electronic transactions. 2. The enterprise decides on the type of seal, quantity, form, and content of the seal for the enterprise, branch, representative office and other units of the enterprise. 3. The management and retention of the seal are conducted according to the enterprise's charter or regulations issued by the enterprise, branch, representative office, or other unit of the enterprise that has the seal. The enterprise uses the seal in transactions as prescribed by law. |
Article 44. enterprise’s seal 1. The enterprise has the right to decide the form, quantity, and content of the enterprise’s seal. The seal content must include the following information: a) enterprise name; b) enterprise code. 2. Before use, the enterprise has the obligation to notify the seal sample to the business registration authority for public disclosure on the National Business Registration Portal. 3. The management, use, and retention of the seal are conducted according to the enterprise's charter. 4. The seal is used in circumstances as prescribed by law or as agreed upon by the parties in a transaction concerning the use of the seal. 5. The Government of Vietnam provides detailed regulations on this Article. |
1. Digital signature as enterprise’s seal in Vietnam
Article 43 of the Law on Enterprises 2020 acknowledges the clause title as "enterprise’s seal" whereas Article 44 of the Law on Enterprises 2014 denotes the content under the title "enterprise’s seal". This difference arises from the inclusion of digital signatures as per the law on electronic transactions as a new form of enterprise’s seal.
In particular, Clause 1 of Article 43 of the Law on Enterprises 2020 defines two forms of enterprise’s seals, including:
- Seals made at a seal engraving facility;
- Seals in the form of digital signatures as per the law on electronic transactions.
To be specific, Clause 6 of Article 3 of Decree 130/2018/ND-CP detailing the implementation of the Electronic Transactions Law concerning digital signatures and digital signature authentication services defines “digital signature” as a form of electronic signature created by transforming a data message using an asymmetric cryptosystem, enabling the recipient of the data message and the public key of the signer to precisely determine:
- The transformation was created using the private key corresponding to the public key in a pair of asymmetric keys;- The integrity of the content of the data message since the transformation was created.
Thus, from January 01, 2021, digital signatures are recognized as a form of enterprise’s seal.
2. Enterprises Decide the Seal for Branches, Representative Offices, and Other Units
Clause 2 of Article 43 of the Law on Enterprises 2020 states that enterprises decide the type, quantity, form, and content of the seal for the enterprise, branch, representative office, and other units of the enterprise. In contrast, the current law does not permit enterprises to decide the seal for branches, representative offices, and other units; the seal of these units is determined by the authorized state agencies.
Additionally, from January 01, 2021, enterprises can decide the content of their seal without being bound by any specific regulations, as per the current law. The new law grants enterprises full authority over the design and usage of their seal, aligning with the trend of independence and advancement for modern enterprises.
3. Enterprises No Longer Need to Notify Seal Sample
According to Article 43 of the Law on Enterprises 2020, before use, enterprises are no longer required to notify the seal sample to the business registration authority for public disclosure on the National Business Registration Portal as mandated by current law.
This progressive regulation simplifies administrative procedures. The business community supports this change, as it not only reduces their time and effort but also alleviates the workload of the competent state authorities in completing administrative formalities for enterprises.
4. Management and Retention of Seal as Per Policies of Branches, Representative Offices, or Other Units
Clause 3 of Article 43 of the Law on Enterprises 2020 stipulates that the management and retention of the seal are conducted as per the enterprise’s charter or per the policies issued by the enterprise, branch, representative office, or other units of the enterprise possessing the seal. When a branch, representative office, or other unit independently issues its seal, it independently governs the policies for managing and retaining its seal without reliance on the enterprise’s charter.
Additionally, from January 01, 2021, enterprises are only permitted to use the seal in transactions as prescribed by law, differing from current regulations where the seal can also be used as agreed upon by the parties in transactions.
A enterprise's seal is a distinctive feature representing its uniqueness, value, and reputation. The new regulations in the Law on Enterprises 2020 reflect significant progress in the rules on seals and their usage, fitting the era of Industry 4.0, simplifying administrative procedures, and facilitating business operations.
Le Vy
- Key word:
- enterprise
- new points about enterprise
