A company seal is an object engraved or debossed with the company's information to create a permanent mark on documents used in decisions and transactions. Engraving and managing a company seal is a mandatory step in the business registration process.
When making a company seal, it is necessary to comply with legal regulations regarding content, quantity, size, and other requirements to ensure the seal can be used legally.
1. Regulations of the Enterprise Law regarding the seal of an enterprise.
1.1. Right to decide on the company seal
Decisions regarding the number, form, and content of seals rest with the owner of the private enterprise, the Board of Members, the Chairman of the company, the Board of Directors, and other entities as stipulated in the company's charter.
1.2. Company seal design and number of seals
Regarding the design of the seal, including its form, size, content, ink color, and the number of seals, these will be decided by the competent authorities mentioned above.
Before January 1, 2021: before putting the seal into use, the seal design must be notified to the business registration authority so that a public announcement can be posted on the National Portal for Company Registration.
1.3. Contents of the company seal
The company seal must include the company's registration number and name as registered in the business registry. In addition, the company may add other words or images to the seal's content.
1.4. Businesses have the right to make their own decisions regarding their company seal.
- According to the 2014 Enterprise Law, enterprises have the right to decide on the form, number, and content of their seals, but the seal's content must include the following information:
- Business name;
- Business registration number.
According to Clause 2, Article 43 of the 2020 Enterprise Law, the mandatory requirement regarding information to be included in the company seal has been abolished. Enterprises can now decide for themselves the type, quantity, form, and content of their company seals.
According to the 2020 Enterprise Law, enterprises also have the right to decide on the type, quantity, form, and content of the seals for their branches, representative offices, and other units. This was not included in the 2014 Enterprise Law.
1.5. The content of the seal must not violate any prohibitions.
The content of the seal must not violate the prohibitions stipulated in Article 14 of Decree 96/2015/ND-CP. Specifically, the following content is prohibited from being used in the seal:
- The national emblem and flag of the Socialist Republic of Vietnam, and the flag of the Communist Party of Vietnam.
- Names, images, and symbols of the state, state agencies, police units, military units, political organizations, social organizations, socio-political organizations, professional social organizations, and socio-political and professional organizations.
- Words, symbols, and images that violate the historical traditions, culture, ethics, and customs of Vietnam.
2. Instructions for making a company seal
2.1. Choosing a stamp design and engraving service
The company needs to accurately determine the seal design before having it engraved, including the shape, quantity, and type of seal.
Next, the company will search for a company that provides seal engraving services to have the seal engraved.
When having a company seal engraved, the company needs to prepare a valid copy of the Certificate of Incorporation and a sample or sketch of the company seal. If the company does not have a sample or sketch of the seal, it should clearly present the seal information to the seal engraving unit so that the unit understands the requirements. Alternatively, the company and the unit can create a preliminary sketch of the seal design to ensure that when the seal is engraved, its content and form match the requirements and decisions of the company's authorized members.
2.2. Company seal dimensions
Currently, the regulations on seal sizes issued by the Ministry of Interior or the Ministry of Public Security are no longer in effect and there are no replacement documents regarding their content.
Therefore, the size of the company seal is determined by the authorized person within the company.
However, those with the authority to decide on the seal design should also consider carefully, avoiding seals that are too large or too small; a moderately sized seal that adequately displays the necessary information should be used.
3. No prior notification of the seal design is required before use.
Previously, according to Clause 2, Article 44 of the 2014 Enterprise Law, enterprises were allowed to engrave their own seals, but before using them, enterprises were obligated to notify the business registration authority of the seal design for public posting on the National Business Registration Portal.
The 2020 Enterprise Law, effective from January 1, 2021, has repealed the aforementioned regulation. Businesses will no longer need to notify the Business Registration Authority of their seal design.
This is considered a new, progressive regulation that simplifies administrative procedures, saving time and effort in carrying out business-related procedures.
4. Recognizing digital signatures as the seal of a business.
The 2020 Enterprise Law recognizes that a business's seal exists in two forms, including:
- The seal was made at a seal engraving facility.
- The signature is in the form of a digital signature as prescribed by law on electronic transactions.
This regulation officially recognizes digital signatures as the seal of a business. This is entirely new content compared to the provisions of the 2014 Enterprise Law.
The concept of a digital signature has been explained in Decree 130/2018/ND-CP. Simply put, a digital signature is a form of electronic signature that encrypts the data and information of a business, used to sign digital documents and files in electronic transactions over the internet.
Introducing electronic signatures as corporate seals provides businesses with more options for using seals, instead of relying solely on engraved seals as is currently the case.
5. Management, storage, and use of seals
Clause 3 of Article 44 of the 2014 Enterprise Law stipulates that the management, use, and safekeeping of the company seal shall be carried out in accordance with the company's charter.
This regulation has been supplemented by the 2020 Enterprise Law with additional grounds for implementation. Accordingly, the management and safekeeping of seals are also carried out according to regulations issued by the enterprise, branch, representative office, or other unit of the enterprise that possesses the seal.
While the 2014 Enterprise Law stipulated that the company seal should be managed and kept according to the company's charter, Clause 3, Article 43 of the 2020 Enterprise Law allows branches, representative offices, or other units of an enterprise to issue their own regulations regarding the use of their seal.
In addition, the new regulations also restrict the cases in which the company seal can be used. The 2014 Enterprise Law currently allows the use of the seal in cases stipulated by law or when the transacting parties have agreed on its use.
However, from January 1, 2021, the two parties involved in a transaction will not be allowed to agree on the use of a seal; the seal may only be used in transactions as prescribed by law.