“Dear Lawyer, My business has engraved its seal and put it into use, but it does not fulfill the obligation to notify the seal sample to the business registration agency, so there is no information about the enterprise’s seal sample on the portal. . Enterprises still use that seal in transactions. So the seal that the business uses is legally valid or not? When businesses use this seal to stamp resolutions or other documents in business management or contracts with partners, how valuable is it?
Regulations on corporate seals were reformed most significantly after the Enterprise Law 2020 came into use. Therefore, many questions arise about the number of corporate seals. Please read with Lawyer X to answer questions through the following article:
Legal grounds:
Enterprise Law 2020
Law on Investment 2020
What is the enterprise seal?
An enterprise’s seal is a special means used by an enterprise to stamp its documents and papers. Moreover, the seal has the meaning of expressing the legal position and affirming the legal value of the papers and documents on which it is stamped. In other words, there are contracts and transactions of the company that must be stamped to be valid, if not, it is considered invalid.
Quantity, form and content of seal sample of the enterprise
According to the provisions of Article 43 of the Enterprise Law 2020 and guiding documents, enterprises have the right to decide on the form, content and number of seals of the enterprise, branch or representative office. Specifically:
Authority to decide
The authority to decide on the number, form and content of seals is as follows:
Private business owner for sole proprietorship. The Members’ Council for a partnership, the Members’ Council or the company’s President for a limited liability company. The Board of Directors, in the case of a joint-stock company, decides on the quantity, form, content and specimen of the seal, the management and use of the seal, unless otherwise provided for in the company’s charter. details and implementation guidance in Article 12 of Decree 96/2015/ND-CP).
Sample enterprise seal
The corporate seal template is presented in a specific form (circle, polygon or other shape). Each business has a uniform seal template in terms of content, form and size.
Contents of the enterprise seal
In the content of the seal sample, there must be information about the business code and the business name.
In addition to the above information, enterprises can add other languages and images to the content of their seal sample. However, this addition must not violate the prohibitions specified in Article 14 of Decree 96/2015/ND-CP.
Prohibitions on enterprise seals
Enterprises are not allowed to use the following images, words and symbols in the content or form the seal sample:
– National flag, National Emblem, Party flag of the Socialist Republic of Vietnam.
– Images, symbols, names of the state, state agencies, people’s armed forces units, political organizations, socio-political organizations, socio-political-professional organizations, social organizations associations and professional social organizations.
Words, signs and images that violate the historical, cultural, ethical and fine traditions of the Vietnamese nation.
Enterprises are responsible for ensuring compliance with the provisions of the law on intellectual property and relevant laws when using images, words, symbols in the content or as the form of seal samples.
Regulations on management and use of enterprise seals
The management, use and keeping of the seal comply with the provisions of the company’s charter. The seal is used in cases prescribed by law or the transaction parties have an agreement on the use of the seal. These are the contents specified in Clause 3, Article 43 of the Enterprise Law 2020.
Thus, the enterprise has the full right to decide on the management, use and retention of its seal according to the content recorded in the company’s charter. Enterprises are only restricted in their decision-making power in cases where the law requires the use of seals.
When dealing with a partner, whether or not to use the seal on documents and papers is regulated by the Company’s Charter and agreed upon between the enterprise and the partner.
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Frequently asked questions:
Clause 2, Article 44 of the Law on Enterprises 2014 stipulates that, before using, an enterprise is obliged to notify the seal sample to the business registration authority for public posting on the National Business Registration Portal. Accordingly, the notification of seal sample is a mandatory procedure at present.
However, the Enterprise Law 2020 has removed the above provision. Thus, from January 1, 2021, enterprises will not need to carry out procedures for notifying seal samples.
The Enterprise Law 2020, the mandatory regulation of information shown in the seal’s content has been abolished. According to the provisions of Clause 2, Article 43 of the Enterprise Law 2020, enterprises decide on the type, quantity, form and content of their seal.
This means that businesses will have full control over the content of the mark they use without being bound by the law.
Not only that, the Enterprise Law 2020 also gives enterprises the right to decide on the type, quantity, form and content of seals of their branches, representative offices and other units (this content has not been recorded yet). received directly in the Enterprise Law 2014).
It can be seen that with these new regulations, businesses are gradually mastering their own seals.
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