Order and procedures for amending enterprises’ seals

The Enterprise Law 2014 has some differences from the previous Enterprise Law, especially changes in the order and procedure of amending the seals of enterprises. These changes are likely to affect the operations of businesses.

Law regulations on enterprises’ seals

Law regulations on the seals of enterprises is one of the issues that have received much attention of many individuals and organizations. On November 26th, 2014, the National Assembly passed the Enterprise Law 2014 with many amendments to the Enterprise Law 2005, specifically the following changes under Article 44 of the Enterprise Law:

• Enterprises have the right to decide on the design, content, and number of seals. The seals must show enterprises’ names and codes.
• Before using seals, enterprises are obliged to inform the Business Registration Agency of the seal specimens for publication in the National Business Registration Portal.

Accordingly, unlike the previous regulations, the number of seals of enterprises is not limited. Moreover, each business can have more than two seals, and the contents of the seals are no longer narrowed by any regulation. Therefore, enterprises have the right to decide the shape, color and contents of the seals. They only need to ensure that the seals contain enterprises’ names and codes. As a result, businesses can create their own seal specimens with different styles.

Changing enterprises’ seals

In the process of operation, enterprises have many different reasons to decide to change the seal specimens previously registered with the state agencies. Pursuant to the provisions of Point b, Clause 4, Article 15 of the Decree No. 96/2015/ND-CP, changes of the quantity, content, design and ink color of enterprise seals must be notified to the State agencies, which are the Departments of Planning and Investment.

The dossier for amending enterprises’ seals

The dossier for changing the seal of an enterprise comprises:

• “Notification of the change of seal specimen” made according to Appendix I-19 attached to Official Letter 4211/BKHDT-DKKD;
• Power of attorney (if the applicant is not the legal representative of the enterprise);
• Identity card of the applicant.

The part “Seal design” of “Notification of the change of seal specimen” requires the old and new seal specimens. In order to avoid causing difficulties for enterprises, the Ministry of Planning and Investment issued Official Letter No. 9720/BKHDT-DKKD regulating some cases in which old seal designs are not needed when notifying the change of seal specimens:

• Enterprises established before July 1st, 2015 but lost their seals or had their seals returned to the police.
• For enterprises established after July 1st, 2015 but lost their seals and now need to register new seals.

Steps to change enterprises’ seals

Pursuant to Article 44 of the Law on Enterprises; Article 34 of Decree No. 78/2015/ND-CP, the common procedures for notifying the changes of enterprises’ seals shall be as follows: Step 1: Prepare the above-mentioned documents. Step 2: Apply the dossier at the Department of Planning and Investment. Step 3: Receive the new seal specimen certificate at the Department of Planning and Investment.

Notes on the implementation of procedures for changing enterprises’ seals

Depending on the time of establishment and purposes, enterprises must pay attention to the following notes:

1. For enterprises established before July 1st, 2015 that want to amend their seals: After notifying the new seal design, the enterprise shall have to return the previous seal and seal specimen registration certificate to the police agency where the previous seal was registered and receive the Receipt from the police office. The seal specimen returning dossier includes the following documents:

• Notarized copy of Business Registration Certificate;
• The original seal specimen certificate;
• A written request for the return of the seal
• Power of attorney (if the applicant is not the legal representative of the enterprise);
• Identity card of the applicant;
• The seal.

1. For enterprises established before July 1st, 2015 who have lost their seals and seal registration certificates: Enterprises shall notify the seal specimens according to common procedures. Moreover, they must notify the Police office that granted the seal specimen registration certificates about the loss of the seals and seal specimen registration certificates.
2. For enterprises established after July 1st, 2015: The previous seal may be kept or destroyed after the new seal has been issued. The changes in the Enterprise Law 2014 in general and enterprises’ seals create more favorable conditions for businesses. Businesses no longer have to undergo seal registration procedures and instead have the right to design their own seals to create unique characteristics. However, in spite of these advantageous changes, businesses need to be careful in managing and using their seals. And especially when carrying out procedures to change seal specimens, enterprises need to pay attention to the above regulations to avoid wasting time and efforts. 

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