Change the seal of foreign traders’ representative offices in Vietnam

The seal is the legal representative of the organization, valid for confirming the legal rights and obligations recognized by law. Formally, transactions of representative offices of foreign traders in Vietnam are usually established based on the seal and signature of the representative. Engraving of the seal shall be carried out immediately upon the establishment of a representative office, and the law also stipulates that during the period of operation of a representative office it is possible to change the seal. In the following article, Viet An Law will provide information related to changing the seal of foreign traders’ representative offices in Vietnam in accordance with current laws.

Legal bases

• Enterprise Law 2020;
• Decree 99/2016/ND-CP on management and use of seals, amended and supplemented by Decree 56/2023/ND-CP;
• Decree 01/2021/ND-CP on business registration;
• Decree 07/2016/ND-CP details the implementation of the Commercial Law on the establishment, operation, rights and obligations of representative offices and branches of foreign traders in Vietnam.

Seal of representative offices of foreign traders in Vietnam

• Foreign traders in Vietnam may bring seals from abroad into Vietnam for use, seal samples brought in must not use images, symbols and names of the State of Vietnam and Vietnamese agencies and organizations or violate historical and cultural traditions, morality and fine manners and customs of the Vietnamese nation. Before using the seal, the seal sample must be registered at the seal sample registration agency specified in Article 12 of Decree 99/2016/ND-CP and the seal sample registration dossier as prescribed in Clause 10, Article 13 of Decree 99/2016/ND-CP.
• In case a foreign trader does not bring a seal into Vietnam but applies to make a seal in Vietnam, the procedures for registration of seal samples shall be carried out at the seal sample registration agency specified in Article 12 of Decree 99/2016/ND-CP and the dossier of registration of seal samples as prescribed in Clause 10, Article 13 of Decree 99/2016/ND-CP.

Change the seal of foreign traders’ representative offices in Vietnam

Cases of change of representative office seal

• The seal is deformed, worn, damaged or changed in material;
• There is a change in organization, change of name of representative office, office address;
• Seal expiration 05 years 1 time;
• Lost seal;
• Other specific cases as prescribed.

Unlike enterprises and dependent units of enterprises with 100% Vietnamese capital, which are free to engrave and manage according to internal regulations of traders, seals for representative offices of foreign traders shall be issued by the Ministry of Public Security, in the form and contents of which are specified. Representative offices of foreign traders in Vietnam must apply for permission to engrave seals and obtain approval from State management agencies for seal engraving and issuance of seal sample registration certificates. At the same time, the change of seal is also engraved and re-issued by the Ministry of Public Security in accordance with the provisions of law.

If the representative office wants to change the seal, it only needs to apply for a new seal sample certificate according to regulations.

Procedures for changing the seal sample of a foreign representative office in Vietnam

Step 1: State agencies, organizations and titles wishing to change or re-issue the Certificate of registration of seal samples shall submit dossiers directly or via postal services at the Police Department for Administrative Management of Social Order – Police of provinces or centrally-run cities or submit dossiers online through the National Public Service Portal or Public Service Portal Ministry of Public Security.

Step 2: The receiving officer checks the validity and composition of the dossier.

• If the dossier is valid and sufficient, the dossier shall be received and sent a receipt of the dossier directly or via postal service or by email (if any) to the person sent by the state agency, organization or title to contact to submit the dossier.
• If the dossier is invalid or lacks components, the dossier shall not be received and the dossier completion instruction form shall be sent directly or via postal service or by email (if any) to the person sent by the state agency, organization or title to contact to submit the dossier.
• If the dossier does not meet the conditions specified in Article 5 of Decree No. 99/2016/ND-CP, the dossier shall not be received, clearly stating the reason for refusing to process the dossier and sending a Notice of refusal to process the application directly or via postal service or by email (if any) to the agency grantee, State organizations and titles sent to contact to submit dossiers.

Step 3: Based on the appointment date on the application receipt, the person sent by the foreign representative office in Vietnam to submit the application will receive the results directly or receive the results via postal service, including the Certificate of registration of the seal sample and the seal re-issued by the Ministry of Public Security for the seal of the foreign representative office at Vietnam.

Dossier of change of seal of representative offices of foreign traders in Vietnam

According to the provisions of Article 15 of Decree 99/2016/ND-CP stipulating the dossier of application for re-registration of seal sample.

For state agencies, organizations and titles whose seals are deformed, worn, damaged or altered in material:

• A written request for re-registration of the seal sample of the state agency, organization or title using the seal, clearly stating the reason and the contact person to submit the dossier.

State agencies, organizations and titles subject to organizational changes, name changes and dossiers include:

• A written request for re-registration of the seal sample of the state agency, organization or title using the seal, clearly stating the reason and the contact person to submit the dossier.
• Decide on changes in organization, renaming agencies, organizations and state titles of competent agencies.

State agencies, organizations and titles that lose their seals and dossiers include:

• A written request for re-registration of the seal sample of the state agency, organization or title using the seal, clearly stating the reason and the contact nominee to submit the dossier and certified by the direct management agency or competent agency;
• The certificate of registration of the seal sample is issued earlier.

What are some questions related to changing the seal sample of foreign traders’ representative offices in Vietnam?

Is not changing the seal of a foreign representative office in Vietnam administratively sanctioned?

Failure to change the seal of a foreign representative office in Vietnam, if it falls into the cases prescribed by law, will be administratively sanctioned.

Pursuant to Clause 2 Article 13 of Decree 144/2021/ND-CP stipulating penalties for administrative violations in the field of security, social order and safety; prevention and combat of social evils; fire prevention and fighting; Prevention and control of domestic violence stipulates penalties for violations of regulations on management and use of seals:

The lowest penalty for not changing the seal is VND 500,000 – VND 1,000,000 for a number of acts such as: Failure to carry out procedures for re-issuance when the Certificate of registration of seal sample is lost; Failure to carry out procedures for redemption of the Seal Sample Registration Certificate and return the previously issued Seal Sample Registration Certificate to the seal sample registration authority when the Seal Sample Registration Certificate is damaged;…

A fine ranging from VND 2,000,000 to VND 3,000,000 shall be imposed for: Failing to re-register the seal sample in accordance with the provisions of law,…

Do I have to return my old seal?

According to the provisions of Decree 99/2016/ND-CP:

• Agencies and organizations that are divided, separated, merged, consolidated, dissolved, terminated operation, terminated their tasks or have their establishment and operation licenses revoked, operation registration certificates, operation licenses or are temporarily suspended or suspended from operation must surrender their seals;
• The lost seal found after it has been destroyed must surrender the seal;
• If the seal in use is deformed, worn, damaged or has changed organization or name, the seal and the seal sample registration certificate previously issued must be submitted to the seal sample registration agency.
• The seal sample registration certificate is lost, there is no need to surrender the seal.
• In case of damage, the seal sample registration certificate previously issued must be resubmitted to the seal sample registration agency, without re-submitting the seal sample.

If you need advice or assistance in applying for a new seal sample certificate and engraving the seal for the representative office, please contact the service of  Viet An Law for the best support!