I want to set up a business and need to learn some regulations on how to name an enterprises properly. Thus, what should you pay attention to when naming an enterprise in Vietnam? - Tien Linh (Hai Phong, Vietnam)
Article table of contents
Latest regulations on names of enterprises in Vietnam 2022 (Source: Internet)
1. General regulations on names of enterprises in Vietnam
According to Article 37 of the Law on Enterprise 2020, names of enterprises must comply with the following provisions:
- The Vietnamese name of an enterprise shall contain two elements in order:
+ The type of enterprise;
+ The proper name.
- The type of enterprise shall be “công ty trách nhiệm hữu hạn” or “công ty TNHH” for limited liability companies; “công ty cổ phần” or “công ty CP” for joint stock companies; “công ty hợp danh” or “công ty HD” for partnerships; “doanh nghiệp tư nhân”, “DNTN” or “doanh nghiệp TN” for sole proprietorships.
- The proper name shall consist of letters in the Vietnamese alphabet, the letters F, J, Z, W, numbers and symbols.
- The enterprise’s name shall be displayed at the headquarters, branches, representative offices and business locations of the enterprise and printed or written on transaction documents, records and printed materials published by the enterprise.
- Pursuant to regulations of this Article, Articles 38, 39 and 41 of Law on Enterprise 2020, the business registration authority is entitled to refuse to register enterprise’s name.
Note: The enterprise or its founder shall 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 (Clause 1, Article 18 of Decree 01/2021/ND-CP)
2. 03 prohibitions act when naming enterprises in Vietnam
Article 38 of the Law on Enterprise 2020 stipulates 03 prohibitions act when naming enterprises in Vietnam as follows:
- Use of any name that is identical or confusingly similar to another enterprise’s name that is registered in accordance with Article 41 of Law on Enterprise 2020.
- Use of the name of a state authority, the People’s military unit, political organization, socio-political organization, socio-political-professional organization, social organization, social-professional organization as part or all of an enterprise’s name, unless it is accepted by that authority, unit or organization.
- Use of words or symbols that against the country’s history, culture, ethical values and good traditions.
3. Enterprise’s name in foreign language and abbreviated name in Vietnam
Enterprise’s name in foreign language and abbreviated name specified in Article 39 of the Law on Enterprise 2020, specifically:
- The enterprise’s name in a foreign language is the name translated from the Vietnamese name into one of the Latin-based languages. The proper name of the enterprise’s may be kept unchanged or translated into the foreign language.
- In case an enterprise’s name is in a foreign language, the text size of the foreign name shall be smaller than the Vietnamese name displayed at the enterprise’s headquarters, branches, representative offices and business locations and on the enterprise’s transaction documents, records and materials published by the enterprise.
- The abbreviated name of an enterprise may be abbreviation of its Vietnamese name or foreign language name.
4. Names of branches, representative offices and business locations in Vietnam
- The name of a branch, representative office or business location shall consist of letters in the Vietnamese alphabet, the letters F, J, Z, W, numbers and symbols.
- The name of a branch, representative office or business location shall consist the enterprise’s name and the phrase “Chi nhánh”, “Văn phòng đại diện” or “Địa điểm kinh doanh” respectively.
- The name of a branch, representative office or business location shall be displayed at the branch, representative office or business location.
The name of an enterprise’s branch or representative office be smaller than the Vietnamese name of the enterprise on the transaction documents, records and printed materials issued by the branch or representative office.
(Based on Article 40 of the Law on Enterprise 2020)
5. Identical and confusingly similar names in Vietnam
According to Article 41 of the Law on Enterprise 2020, identical name means a Vietnamese name that is chosen by the applying enterprise and is identical to the Vietnamese name of a registered enterprise.
- A name is considered identical to a registered enterprise’s name in the following cases:
+ The Vietnamese name of the applying enterprise is pronounced similarly to a registered enterprise’s name;
+ The abbreviated name of the applying enterprise is identical to the abbreviated name of a registered enterprise;
+ The foreign language name of the applying enterprise is identical to the foreign language name of a registered enterprise;
+ The proper name of the applying enterprise is only different from the proper name of a registered enterprise by a natural number or a letter in the Vietnamese alphabet or any of the letters F, J, Z, W that is written right after the proper name with or without a space;
+ The proper name of the applying enterprise is only different from the proper name of an registered enterprise of the same type by the word “và” (“and”) or the symbol “&”, ”, “.”, “,”, “+”, “-”, “_”;
+ The proper name of the applying enterprise is only different from the proper name of an registered enterprise of the same type by the word “tân” or “mới” (“new”) that is written right before or after the proper name;
+ The proper name of the applying enterprise is only different from the proper name of an registered enterprise of one of the phrases “miền Bắc” (“north”), “miền Nam” (“south”), “miền Trung” (“central”), “miền Tây” (“west”), “miền Đông” (“east”);
+ The proper name of the applying enterprise is identical to that of a registered enterprise.
- The cases specified in Points d, dd, e, g, h Clause 2 of Article 41 of Law on Enterprise 2020do not apply to subsidiary companies of the registered company.
Nhu Mai
