Conditions for establishing a seal engraving company in Vietnam

When a business is incorporated that business needs to engrave its own company seal, the engraving will be done by another company. Currently, more and more businesses in many different fields are established, so many engraving companies are also born. However, the engraving industry is a conditional business line and must apply for permission from the competent authority. Therefore, in the following article, Viet An Law Firm will provide all legal regulations related to the conditions for establishing a seal engraving company so that customers can have a better overview of this business line.

Legal basis

• Enterprise Law 2020;
• Decree 01/2021/ND-CP on business registration;
• Decree No. 96/2016/ND-CP stipulates security and order conditions for a number of conditional investment and business lines;
• Decree No. 56/2023/ND-CP Decree amending and supplementing a number of articles of Decree No. 96/2016/ND-CP stipulating security and order conditions for a number of conditional investment and business lines; Decree No. 99/2016/ND-CP on management and use of seals; Decree No. 137/2020/ND-CP regulating the management and use of artillery;
• Decree No. 09/2018/ND-CP The Decree details the Law on Commerce and the Law on Foreign Trade Management on goods purchase and sale activities and activities directly related to goods purchase and sale by foreign investors and foreign-invested economic organizations in Vietnam.

Concept of seal engraving industry and seal engraving company in Vietnam

Pursuant to the provisions of Clause 1, Article 3 of Decree 96/2016/ND-CP stipulating security and order conditions for a number of conditional investment and business lines, whereby seal production is understood as the following activities:

• Production of seals bearing the image of the National Emblem of the Socialist Republic of Vietnam
• Producing seals with symbols and seals without symbols in accordance with the law on management and use of seals.

Accordingly, a seal engraving company is understood as a company established, organized as well as operating in accordance with the provisions of law to carry out activities related to seal production.

Conditions for establishing a seal engraving company in Vietnam

Pursuant to the provisions of Clause 1, Article 3 of Decree 96/2016/ND-CP, the business line of seal production belongs to one of the investment and business lines with conditions on security, order and scope of management.

Because in the process of operation, the seal manufacturing industry is an industry with factors related to security and order, easily used by bad guys for illegal purposes such as counterfeiting seals. Therefore, when an enterprise wants to register a business in the field of engraving, it must ensure compliance with regulations on security and order and must be granted a license on security and order.

Pursuant to the provisions of Article 7 of Decree 96/2016/ND-CP, enterprises need to satisfy the following conditions for establishing a seal engraving company to be able to do business in seal production:

• Being an enterprise registered or licensed for establishment in accordance with the provisions of law
• The person responsible for security and order of the enterprise will not fall into one of the following cases:
• Persons who have been criminally prosecuted, Vietnamese or overseas procedural authorities are conducting investigation, prosecution or trial.
• Persons with previous convictions for crimes related to infringing upon national security or other crimes committed by intentional error shall be sentenced to 03 years or more in prison and have not yet had their convictions cleared; persons who are on a period of temporary suspension of imprisonment; persons serving non-custodial rehabilitation sentences; persons who are on probation, banned from residing or prohibited from holding office, prohibited from doing business in investment and business lines subject to security and order conditions
• Persons who are being subjected to educational measures in communes/wards/townships; make a decision to apply administrative handling measures pending the execution of the decision; drug addicts; are being temporarily postponed or temporarily suspended from observing decisions on admission to compulsory education institutions or compulsory detoxification establishments; a person who has been subjected to administrative sanctions but has not yet expired to be considered to have not been subjected to administrative sanctions
• Overseas Vietnamese with foreign passports and foreigners who have not been granted residence permits by Vietnamese competent authorities
• Satisfy conditions for fire safety and fighting according to regulations on fire prevention and fighting

Procedures for establishing a seal engraving company in Vietnam

Because seal production belongs to the list of conditional business lines, the procedures as well as documents related to the establishment of a seal engraving enterprise also require 2 stages: The stage of establishment of the seal engraving company and the procedures for applying for the Certificate of eligibility for security,  order

Procedures for establishing a company dealing in Vietnam capital engraving

To be able to establish a seal engraving company, individuals or organizations need to choose a type of business that suits the business needs as well as the future development orientation of the company.

According to the current law, there will be 5 types of enterprises for organizations and individuals to choose including: 1-member limited liability company, limited liability company with 2 or more members, partnership, joint stock company and private enterprise.

After choosing the type of business, organizations and individuals need to take the following steps to register the establishment of a seal engraving company:

Step 1: Prepare company establishment documents

The dossier of establishment of a seal engraving company will include the following documents:

• Application for business registration
• Company Articles
• List of capital contributors, general partners or founding shareholders of the company
• Notarized/certified copy of ID card/CCCD or passport of the business owner, capital contributing members or founding shareholders in case the member is an individual
• Notarized/certified copy of business registration or other equivalent document of the organization if the member is an organization, accompanied by a notarized/certified copy of the capital management representative of the organization
• Power of attorney for individuals to carry out business registration procedures at the Department of Planning and Investment

Step 2: Submit the application at the competent state agency

• The agency receiving the dossier will be the Business Registration Office under the Department of Planning and Investment where the engraved company intends to set up its head office.
• Pursuant to the provisions of Clause 1, Article 26 of the Enterprise Law 2020, enterprises can submit dossiers directly to the business registration agency; Submit through the postal service or can also submit electronically
• In case the dossier is incorrect or invalid, the enterprise will be notified by the business registration agency and request amendment and supplementation.
• The processing time of the competent authority in case of a valid application is from 3 to 5 days.

Step 3: Publish business registration information and engrave the company seal

• After being granted the business registration certificate, the enterprise will make a public announcement on the National Portal within 30 days.
• Enterprises will have the right to decide for themselves on the form, quantity as well as content of seals. An enterprise may authorize another unit to perform the engraving of the seal or make and publish the enterprise seal sample by itself.

Procedures for applying for a Certificate of eligibility for security and order in Vietnam

Step 1: Prepare your application

Pursuant to the provisions of Article 19 of Decree No. 96/2016/ND-CP amended and supplemented in Decree No. 56/2023/ND-CP, enterprises need to fully prepare the following components of dossiers to apply for a new Certificate of eligibility for security and order:

• A written request for a Certificate of eligibility for security and order according to Form No. 03 issued together with Decree 96/2016/ND-CP
• Notarized/certified copy of one of the following types of documents:
  • Certificate of business registration; Certificate of business registration; Investment registration certificate; Certificate of operation registration of branches or units affiliated to the enterprise; Operation license of competent state management agencies of Vietnam
  • In case the above documents do not show the business investment lines or lines, the enterprise will have to add additional documents proving the business investment lines in which the enterprise operates and request it stated in the Certificate of eligibility for security, the order has been approved by the business registration authority or the competent authority
• Background statement according to Form No. 02 issued together with Decree 96/2016/ND-CP enclosed with criminal record card or Human resource affidavit according to Form No. 02b issued together with Decree 96/2016/ND-CP of the person responsible for security and order of the enterprise, specifically:
  • For Vietnamese people in the country who are responsible for security and order of the company, named in the Certificate of eligibility for security and order, they will have to have a background statement and a criminal record card. Background statements of persons who are on the payroll of the armed forces shall be certified by the competent authority directly managing them
  • For overseas Vietnamese holding foreign passports and foreigners, a Human Resources Declaration must be accompanied by a notarized/certified copy of their Passport, Permanent Resident Card or Temporary Residence Card or Visa valid in Vietnam
  • In case a sealed company has more than one legal representative, the background statement, criminal record card or personnel affidavit in the dossier will apply to the person named in the Certificate of eligibility for security and order.

Step 2: Apply

Pursuant to the provisions of Clause 2 Article 24 of Decree 96/2016/ND-CP amended and supplemented by Clause 6 Article 1 of Decree 56/2023/ND-CP, the agency competent to receive dossiers of application for a Certificate of eligibility for security and order is the Police Department in administrative management of social order.

Step 3: Competent agencies shall consider and issue the Certificate of eligibility for security and order

• Within 05 working days, if the dossier is complete and valid, the competent agency shall consider issuing the certificate of satisfaction of security and order conditions for the enterprise;
• In case of refusal to issue a certificate, the competent authority must give a written response clearly stating the reason to the enterprise within 04 working days from the date of receipt of the dossier.

Customers wishing advice on conditions for establishing a seal engraving company in particular and other types of businesses in general, please contact Viet An Law Firm for the most effective support!