Procedures for engraving the seal of a foreign branch, representative office in Vietnam

Establishing representative offices and branches is one of the common forms of commercial presence of foreign traders in Vietnam. Foreign traders are allowed to establish their representative offices and branches in Vietnam according to Vietnam’s commitments in international treaties to which Vietnam is currently a member. That is why administrative procedures related to the establishment of representative offices and branches of foreign traders in Vietnam are also receiving increasing attention. In the article below, Viet An Law Firm will present the legal content related to procedures for engraving the seal of a foreign branch, representative office in Vietnam.

Legal basis

• Law on Enterprise 2020;
• Law on Commercial 2005 ;
• Decree 99/2016/ND-CP on management and use of seals;
• Decree 01/2021 ND-CP on business registration;
• Decree 07/2016/ND-CP detailed regulations on the establishment of representative offices or branches of foreign traders in Vietnam under laws on commerce.

Overview of a foreign branch, representative office in Vietnam

What is a representative office?

• A representative office is an affiliate unit of an enterprise, with the task of representing, under authorization, the interests of the enterprise and protecting those interests;
• Representative offices of foreign traders in Vietnam are affiliate units of foreign enterprises, established in accordance with Vietnamese law to conduct trade promotion activities permitted by Vietnamese law;
• Representative offices do not perform business functions of enterprises without legal status;
• Representative offices are allowed to sign contracts on behalf of the company to serve office operations such as renting a house, purchasing equipment, signing labor contracts, etc.

What is a branch?

• A branch is an affiliate unit of an enterprise, responsible for performing all or part of the enterprise’s functions, including the function of authorized representation.
• The branch’s business line must be consistent with the business line of the enterprise.

Are a foreign branch, representative office in Vietnam required to have a seal?

• In essence, a representative office or branch is not an independent legal entity, so current Vietnamese law does not require representative offices and branches to have their own seal and seal registration.
• Representative offices and branches of foreign traders have the right to use the enterprise’s seal according to specific regulations to perform the work authorized by the enterprise.
• However, in reality, representative offices and branches of foreign traders today mostly have to use their own seals to facilitate their activities.
• Thus, having a separate seal is not a mandatory obligation but a right of representative offices and branches of foreign traders in Vietnam.
• In case of using the seal of a representative office or foreign trader branch in Vietnam, registration will be required before use.

Regulations on seals of a foreign branch, representative office in Vietnam

Number of stamps

• Foreign enterprises can decide on the number of seals of branches and representative offices.
• The subjects with the right to decide are:
• Private business owner (for private businesses);
• Board of members (for partnerships);
• Board of members or Director of company (for limited liability companies);
• Board of Directors (for joint stock companies).

Form of seal

• Stamps include stamps made at a seal engraving facility, in the following forms:
• An embossed stamp is a stamp on the surface with information content similar to a wet stamp. When used to stamp documents and papers, the information content will be embossed on the surface of the stamp;
• A miniature stamp is a wet or embossed mark but has a smaller size;
• A polish stamp is a seal on the surface with information content similar to a wet seal. When using a seal that uses wax material to seal, the information content will be printed on the surface of the seal.
• In addition, currently, businesses use seals in the form of signatures according to the provisions of law on electronic transactions such as online tax procedures, electronic social insurance, online banking transactions, electronic invoices, or electronic customs;
• The law does not have specific regulations on the shape or ink color of the seal, so the form of the representative office or branch seal is decided by the foreign enterprise.

The content of company seal

• According to the law, the content of the seal of representative offices and branches of foreign traders in Vietnam is decided by the enterprise itself, not bound by any legal regulations.
• However, usually, the content of the seal sample of representative offices and branches of foreign traders is an information seal, displaying the name, address, and phone number of the representative office to serve some customers. promotional activities.
• In addition, businesses can add other languages and images to the content of the seal of representative offices and branches

Note about the content of seal

In addition to ensuring intellectual property rights, the following images, words, and symbols may not be used when making seal samples:

• National flag, National emblem, Party flag of the Socialist Republic of Vietnam;
• Images, symbols, names of countries, names of state agencies, people’s armed units, political organizations, socio-political organizations…;
• Language, symbols, and images violate the history, ethics, culture and fine customs of the Vietnamese people.

Cases of registering seal samples of foreign traders

• Register seal samples when foreign traders bring seals from abroad into Vietnam to use, without violating the regulations on seals of Vietnamese law;
• Register the seal sample when the trader engraves the seal in Vietnam and registers for use.

Procedures for engraving the seal of a foreign branch, representative office in Vietnam

Step 1: Submit documents to the competent authority

• Seal engraving procedures are carried out at the Administrative Management Department of Social Order and Safety of the Provincial/City Police where the representative office or branch is headquartered.
• Dossier for seal engraving include:
• License to establish representative office;
• ID card/ Passport of the head of the representative office;
• Power of Attorney for Viet An Law to carry out the procedures on behalf of you. The power of attorney must be certified or consular legalized by Vietnamese diplomatic missions and consulates abroad in accordance with Vietnamese law.

Step 2. The officer receiving the dossier checks the information and documents in the dossier and follows the following regulations:

• In case the dossier is valid, the officer receiving the dossier must write down a receipt for the dossier, clearly stating the date of receiving the dossier and the date of returning the results, and hand it directly to the person authorized by the agency, organization, or state title to contact to submit an application;
• In case the dossier is not sufficient, the officer receiving the dossier is responsible for immediately notifying and instructing the state agency, organization, or title to complete the dossier;
• In case the dossier is not eligible for reception, the seal sample registration agency must respond in writing to the agency or organization on refusal to process the dossier.

Completion time: 05 working days.

Procedures for re-registering seal of a foreign branch, representative office in Vietnam

Representative offices and branches of foreign traders need to re-register seal samples in the following cases:

• The seal is deformed, worn, damaged or the material has changed;
• There is a change in name, branch organization, representative office;
• Representative offices and branches have lost their seals;
• Representative offices and branches have expired

Step 1: Submit documents to the competent authority

• Procedures for re-registration of seal samples are carried out at the Administrative Management Department of Social Order and Safety of the Provincial Police where the headquarters of the representative office or branch is located.
• Seal re-registration dossier includes:
• Written request for re-registration of the seal sample, stating the reason for re-registration.
• License to establish representative office;
• ID card/ Passport of the head of the representative office;
• Previously issued seal registration certificate;
• Power of attorney for Viet An Law to carry out the procedures on behalf of you. The Power of Attorney must be certified or consular legalized by Vietnamese diplomatic missions and consulates abroad in accordance with Vietnamese law.

Step 2. The officer receiving the dossier checks the information and documents in the dossier and follows the following regulations:

• In case the dossier is valid, the officer receiving the dossier must write down a receipt for the dossier, clearly stating the date of receiving the dossier, and the date of returning the results, and hand it directly to the person authorized by the agency, organization to file an application;
• In case the dossier is not sufficient, the officer receiving the dossier is responsible for immediately notifying and instructing the state agency, organization, or title to complete the dossier;
• In case the dossier is not eligible for reception, the seal registration agency must respond in writing to the agency or organization on refusal to process the dossier.

Note:

Documents and papers included in the file must be the original or a certified copy or a copy accompanied by the original for the officer receiving the file to compare according to the provisions of the law.

Customers who need to conduct procedures for engraving the seal of a foreign branch, representative office in Vietnam, or consult on corporate law information, please contact Viet An Law Firm to Get our best support!