The seal of an enterprise has a very important meaning in addition to distinguishing between one business and another. Not only to show prestige and value, but also to represent that company or business. So what is the corporate seal? What are the legal regulations on corporate seals?

1. Legal basis

– Enterprise Law 2020;

– Decree 130/2018/ND-CP dated September 27, 2018 of the Government detailing the implementation of the Law on Electronic Transactions on digital signatures and digital signature authentication services.

2. Content to consult

2.1. The concept of corporate seal

Pursuant to Article 43 of the Enterprise Law 2020:

Firstly, the seal of the enterprise is a legal element that carries the identification mark of the enterprise. They are issued after the enterprise completes the procedures for establishing the company or after carrying out the procedure to change the corporate seal.

Second, the seal of an enterprise includes a seal made at a seal engraving establishment or a seal in the form of a digital signature in accordance with the law on electronic transactions.

Third, based on the Government’s Decree 130/2018/ND-CP dated September 27, 2018 detailing the implementation of the Law on Electronic Transactions on digital signatures and digital signature authentication services. A digital signature is a form of electronic signature, this signature is created to encrypt data with a message and use asymmetric cryptography, now the person who has the message according to the data will public key the signature of the user. signature is correctly identified.

Thus, from January 1, 2021, digital signatures are recognized as the seal form of enterprises.

2.2. Authority to decide on the seal of the enterprise

Based on the Enterprise Law 2020, different types of enterprises have different authority to make decisions related to seals.

Firstly, for the types of businesses include:

– Owners of private enterprises shall decide on seals for private enterprises;

– The Members’ Council shall decide on the seal of the partnership;

– The Members’ Council or the company’s president, for limited companies;

– Board of Directors for joint stock companies.

Second, if the enterprise’s charter contains other provisions, the authority over the seal of the enterprise shall comply with the provisions of that charter.

2.3. Regulations on quantity, form and content of enterprise seal samples

Firstly, in terms of quantity and form: For seal samples including form, size, content, ink color and number of seals, it will be decided by the above-mentioned competent entities. Before putting it into use, the seal sample must be notified to the business registration authority to post a public notice on the National Portal on company registration.

Second, about the content: The seal of the enterprise must have the content of the company code and the company name according to the business registration. In addition, the company can add other words and images to the content of its seal.

Note, the content of the seal must not violate the prohibition as prescribed in Article 14 of Decree 96/2015/ND-CP. Specifically the seal content is not used:

+ National coat of arms, national flag of the Socialist Republic of Vietnam, Party flag of the Communist Party of Vietnam.

+ Names, images, symbols of the state, state agencies, police units, military units, political organizations, social organizations, socio-political organizations, professional social organizations professional, political and social organizations.

+ Words, signs, images that violate Vietnam’s historical, cultural, ethical, fine traditions and customs.

2.4. Regulations on management and use of corporate seals

Pursuant to Clause 3, Article 43 of the Law on Enterprises, the management and preservation of seals must comply with the provisions of the company’s charter or regulations established by the enterprise, branch, representative office or other unit of the enterprise. enterprises with the seal of issuance.

Above is Khoa Tin‘s advice on procedures for setting up a joint stock company in Vietnam.

In case customers have unclear issues or need to discuss further, please call us immediately at 0983.533.005 for a free consultation.

Best regards./.