The enterprise’s seal is a special sign used by the enterprise on transaction papers and documents; to carry out management and business activities. However, each enterprise in the process of its operation has changed in orientation; policy leading to the change of business registration. So what are the mandatory cases to change the seal? How to change the corporate seal? And what are the notes when performing the procedure to change the seal? Today, LSX Lawfirm will give you an article about “Does change business registration in Vietnam have to change the seal?“, as follows:
Legal grounds
Enterprise Law 2020
Decree 99/2016/ND-CP
What is a company stamp?
Surely the seal is not too strange for everyone. Because in daily life, we will have to come into contact with a lot of seals.
In the section Explaining terms of Decree 99/2016/ND-CP, it is clearly stated: “Seal is a special means used to stamp on papers, documents, documents of organizations and agencies… The seal has the value of certifying and verifying an issue, terms, rights, and obligations between one organization and another individual or organization.”
Cases where it is necessary to change the company seal when changing business registration
Change business name
According to the provisions of Clause 1, Article 44 of the Enterprise Law 2014; the content of the seal must show information about the business name and business code. Therefore, when an enterprise decides to change its name, it means that the enterprise must change its seal. Before changing the name, the business needs to check that the name of the business is correct according to the regulations? Is the business name duplicated or not? After receiving the license to change the enterprise name and change the seal, in order to use the seal, the enterprise is obliged to notify the seal sample to the business registration agency as prescribed.
Change the head office of the enterprise to another district/province or city
Pursuant to the provisions of Article 42 of the Law on Enterprises in 2020: “The head office of an enterprise is located in the Vietnamese territory, is the contact address of the enterprise and is determined according to the geographical boundaries of the administrative unit; have a phone number, fax number and email (if any)”. The corporate seal usually displays the address information of the head office. Therefore, when changing the address to another district, province, or city, the enterprise must prepare a dossier; and notify the business registration office where the enterprise intends to locate its head office. At the same time, the enterprise must engrave other seals; to accommodate the change of the new business address of the enterprise. In case the enterprise seal does not display military/district information, the enterprise does not have to re-engrave the seal.
Change the type of business
There are many reasons leading to the decision to reorganize the enterprise structure; the common reasons are: the enterprise does not have enough of the minimum number of members as prescribed by law; Therefore, in order to continue doing business, enterprises are required to change the type of their activities; or the current operating model is not suitable with the economic and financial conditions, so the enterprise decides to change to another type;… In fact, the type of business is often accompanied by the business name; and is shown on the seal. Therefore, when an enterprise changes its operating model, the enterprise must engrave a new seal; for other entities to know the current type of business.
Other cases
In case of loss of seal, blurred seal damaged seal, etc., which cannot be continued to be used; the enterprise must change its corporate seal. For cases where the seal is blurred but the business name is not clearly visible on the paper; state agencies have the right to request enterprises to change their corporate seals.
In cases where the business registration and tax registration have not been merged, any change must change the seal.
Dossier to prepare
Depending on the enterprise carrying out procedures to change the seal sample for whatever reason (lost, damaged, renamed…); which documents need to be prepared will be different. If using the service (ie authorizing a professional unit or organization to perform all the work related to the change of seal sample); people can skip this entry. In the case of self-made enterprises, it is necessary to carefully study the information. Specifically, the seal change dossier includes:
– Notice of change of company seal according to the prescribed form. The content of the notice declares full, clear, and detailed information: Name of the enterprise; Business code; Head office address; Business Registration Certificate Number (If there is no enterprise code); Information about the branch/representative office (If the enterprise changes the seal sample for the branch/representative office); Seal sample, number of seals, the effective date of seal sample.
– Power of attorney (if authorizing an individual or organization to re-register the seal sample)
– 01 Certificate of Business Registration (Copy).
How is the seal change procedure carried out?
The procedure to change the company’s seal will be carried out in turn through the following specific steps:
Step 1: Prepare a letter to cancel the old company’s seal
For companies established in the seal period, they still managed by the police and issued with seal + certificate of seal sample registration; When changing the new seal, it is necessary to return the old seal to the police agency to cancel the old one.
Step 2: Proceed to re-engraving the new company stamp
Enterprises contact seal engraving companies to order new engraving and imprinting (note: New business lines of engraving and imprinting are conditional business lines). Therefore, businesses need to pay attention to choosing businesses that meet the conditions prescribed by law to engrave their seals.
Step 3: Drafting a notice on the use of a new company seal
So after having a new seal, the enterprise will draft a notice on the use of the new seal; to update the seal sample on the national enterprise portal.
Step 4: Submit the notice of the use of the new public mark to the registry
The enterprise shall submit the notice of using the stamp to the Department of Planning and Investment where the enterprise’s head office registered;
Step 5: The Department of Planning and Investment receives the application, checks and authenticates information about changing the company’s seal
Department of Planning and Investment after receiving the dossier; will consider the legality of the seal sample announcement dossier before proceeding with the procedure to update the seal sample.
Step 6: The Department of Planning and Investment will publish information about changing the company’s seal
So After checking the seal sample announcement dossier and finding that the dossier is complete and valid, the seal sample will be announced on the national portal on enterprises.
Note: Enterprises that change their seal are obliged to notify the new seal sample to the business registration agency through the procedures for notifying the use of the seal sample; This is something that not all businesses know. As a result, a competent state agency will impose an administrative fine of between VND 2,000,000 and 3,000,000.
Notes when carrying out procedures to change the seal of an enterprise
The procedure for changing the company’s seal mentioned above has now undergone many new changes. As follows:
– Firstly, or companies established before July 1, 2015; the Company seal will be issued by the police agency. Therefore, when there is a change of sign, only Step 1 and Step 2 in the above procedure need to be performed.
– Secondly, For companies established after July 1, 2015, to present; when it is necessary to change the company’s seal, the enterprise only needs to perform step 2 according to the above procedure; and DO NOT need to publish the company seal sample before use.
Consulting service of LSX Lawfirm
Above is LSX Lawfirm’s advice on the content of the problem “Does change business registration in Vietnam have to change the seal?“. And all the above knowledge to use in work and life. If you have any questions and need more advice and help, please contact the hotline for the reception. Lawyer X is a place that provides reputable and fast business services at reasonable prices. Customers will be extremely satisfied when using our services.
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Related questions
– Redo the sign located at the company headquarters
– Change information about digital signature
– Change bank account information
– Notify partners and customers about the change of company name
– Change information on business licenses and certificates In case the enterprise has business licenses that satisfy all business conditions such as License for travel business; Labor export permit; Business license to study abroad consulting; Certificate of eligibility for food safety; Certificate of land use right; …. enterprises need to carry out procedures to change the business name on these licenses/certificates.
According to the provisions of Clause 2, Article 44 of the Law on Enterprises 2014, before using; the enterprise is obliged to notify the seal sample to the business registration agency; for public posting on the National Business Registration Portal. However, now, Enterprise Law 2020 has removed this provision in the Enterprise Law 2014. That is, from January 1, 2021, businesses will not need to carry out the procedure for notifying the seal sample.
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