Name of enterprises is a significant indicator to distinguish an enterprise from others. However, it is not entirely optional to name an enterprise but there are legal requirements that must be met. Let’s find out this issue with Lawyer X through the following scenario: “Dear Lawyer! I want to learn about Viet Nam legal regulations on name of enterprises. Are there any prohibited acts when naming enterprises? What names of enterprises can be considered as identical and confusingly similar names? Thanks for your answer!”
Legal grounds
Viet Nam Law on Enterprises
What is an enterprise?
The definition of an enterprise is specified in Clause 10, Article 4 of Law on Enterprise 2020, whereby: “Enterprise means an organization that has a proper name, assets, premises, is established or registered in accordance with law for business purposes.”
According to the Enterprise Law 2020, inheriting the previous legal regulations, currently enterprises include the following four types: private enterprises, partnerships, limited liability companies, joint-stock companies. Thus we can answer the question if enterprise and company are the same? Enterprise has broader connotations than company. Company refers to types of enterprises that are: Partnerships, Limited Liability Companies, Joint-Stock Companies.
Names of enterprises
– 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 Enterprises, the business registration authority is entitled to refuse to register enterprise’s name.
Prohibited acts of naming enterprises
Prohibited acts of naming enterprises comprise:
– Use of any name that is identical or confusingly similar to another enterprise’s name that is registered in accordance with Article 41 of Article 38 of Law on Enterprises
– 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.
Enterprise’s name in foreign language and abbreviated name
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.
Names of branches, representative offices and business locations
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.
Identical and confusingly similar names
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 Enterprises do not apply to subsidiary companies of the registered company.
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Frequently askes questions
The Vietnamese name of an enterprise shall contain two elements in order:
+ The type of enterprise;
+ The proper name.
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.
Conclusion: So the above is How to name an enterprise in accordance with Viet Nam law?. Hopefully with this article can help you in life, please always follow and read our good articles on the website: lsxlawfirm.com
