Chopping Documents with a Vietnamese Company Seal

In Vietnam, company seals are deemed as the personal signature of the company and are used to certify the nature of documents and prove their official origin. They are mainly used for transactional documents of a company or any other official document. A company shall take the responsibility for the content and use of its seals. A seal exists in one of four forms: an ink seal, a raised seal, a mini (ink/raised) seal or one imprinted on sealing wax.

The seal shall include the company’s form and private name and the company registration number (the number recorded on the Business Registration Certificate). As soon as the seal is carved, in order to have official validity, the company shall send notice to the Business Registry Office to post the seal sample on the National Portal of Business Registration. There is almost no other requirements or restrictions on the means in which a company can design its seal. The Law on Enterprises contains provisions regarding the company’s decision to determine the quality of the seal (form, size, contents, ink color) and quantity of the seals, in addition, the validity of seals can be deemed to be indefinite in nature.

The Government Decree No. 96/2015/ND-CP provides guidance on the use of company seals. However, it only applies to companies established under the Law of Enterprise and Law on Investment. Entities established under other laws (such as banks, securities companies, law firms, etc.) are still subject to the previous regulation. Until November 2014, the seals of most organizations were regulated by the Decree No. 58/ND-CP dated August 24, 2001, on the management and use of seals and its guiding legislation. In 2014 and 2016, there were two major amendments on the rules for the organization of seals that were included in the new Law on Enterprises 2014 and the Government’s Decree No. 99/2016/ND-CP.

Putting a seal onto an unauthorized person’s signature is prohibited and this prohibition therefore implies that only a person who has the right to act on behalf of the company has the right to use its seal. As a general rule, the seal must be chopped across the signature of the Legal Representative of the company.

If the dossier has multiple pages, the seal shall be chopped across the signature and (assuming the signature is on the last page) across the fanned edges of all previous pages.

The seal must still be managed by company’s top management and held at its office. Only the senior manager may permit the seal to be carried outside of the office and shall establish internal regulations on the management and use of the seal.

Any company or organization established in a foreign country but has business activities in Vietnam is considered a non-economic organization. Therefore, before using its own foreign organizational seal in Vietnam, it has to register with the Vietnamese authorities, which will check the contents of the seal and validate its compliance with Vietnamese law. For example, the patterns, pictures, words and content in general must not be offensive in regards to Vietnamese history, culture, ethics and traditional customs. It is important to note that a foreign company may apply for a company seal in Vietnam.

We at D’Andrea & Partners have a team of specialists who can advise you on Foreign Direct Investments in Vietnam. If you have any queries regarding FDI, do get in touch with our team at info@dandreapartners.com.