Nowadays, many companies that have gone through a long process have made strong development steps, and have a long process of concentration and capital accumulation. There is a need to open more branches to develop, and expand production and business, so the regulations related to opening a company branch, especially the regulation on branch name, are of interest to many companies. How to comply with the law is a question many companies ask in the process of establishing a branch in general and naming and registering a branch name in particular. In the article below are the specific regulations on the name of branch company in Vietnam.
- Civil Code 2015 ;
- Law on Enterprise 2020 ;
- Decree 01/2021/ND-CP on business registration.
Regulations on the name of branch company in Vietnam
According to Clause 1, Article 44 of the Enterprise Law 2020, a branch is a dependent unit of a legal person, responsible for performing all or part of the functions of the legal person, including the function of authorized representative.
The company branch was established for the purpose of expanding the scale of production and business market and the branch has no legal status. The head of the branch of the company must perform the tasks authorized by the legal person and accordingly, the legal person has civil rights and obligations arising from the transactions established and performed by the branch.
Regulations on company branch names
Article 40 of the Enterprise Law 2020 provides for the name of a company branch as follows:
- For the company branch name, it must be written with the letters of the Vietnamese alphabet, the letters F, J, Z, W, numbers, and symbols. For example, “Q Branch” or “Branch 10”…. Accordingly, the legal letters and characters of the country must be used and the name of the company branch is not in accordance with regulations if using an alphabet other than the one in the Vietnamese alphabet.
- Besides, for branch names, the name must include the company name and the phrase “Branch”. Specifically, the full name of the parent company needs to be shown in the branch name, and the word “Branch” is attached to indicate that this is a branch of the parent company. Accordingly, the company branch name must be associated with the original company name. This helps to create awareness and links between branches and companies. For example, if Q Company Limited opens a branch, the full name of the branch must follow the following phrase “Branch of Q Company Limited”.
- The name of the branch must be written or attached at the branch office, and at the same time, it must be printed or written in a font smaller than the Vietnamese name of the company on transaction papers, documents, and publications issued by the branch. onion. For example, Company Q opens its branch office H at address No. 1, Street A, District B, TP. Hanoi
In practice, sometimes a corporate branch name may include a location symbol, assuming the location of that branch is identified. For example “Branch in Ho Chi Minh City – QA Joint Stock Company”; “Branch in Hanoi – QA Joint Stock Company”; or “Branch in Da Nang City – QA Joint Stock Company”.
In summary, the branch name of the company must comply with the legal provisions on the naming of the company specified in Article 40 of the Enterprise Law 2020. These regulations relate to the use of appropriate letters and characters. , affiliated with the parent company.
For some conditional business lines, the law may further stipulate that branch names must meet the conditions for applying for a corresponding business license. For example, for the establishment of a branch of an audit firm, if the branch or enterprise has not yet qualified to apply for a license to provide audit services for the branch, the name of the branch will be the word “audit” is not included.
Regulations on registration of company branch names in Vietnam
Pursuant to Article 20 of Decree 01/2021/ND-CP, when registering a branch name, it must satisfy the following conditions:
- When registering a company name, it should be noted that the branch name must comply with the requirements specified in Article 40 of the Law on Enterprises 2020, including that the branch name must be written in letters in the Vietnamese alphabet do not use other languages alphabets, letters F, J, Z, W, numbers and symbols. In addition, the name must include the company name with the phrase “Branch”. At the same time, the name of the company’s branch must be written or attached at the branch’s headquarters, not at the parent company’s headquarters, avoiding the case of printing or writing the company’s branch name in larger font size than the Vietnamese name of the business. on transaction papers, documents, and publications issued by the branch.
- Besides the name in Vietnamese, the branch of Companies can register foreign language names and initials. A name in a foreign language is a name translated from a Vietnamese name into one of the Latin scripts in foreign languages. The Latin system is the letters such as a, b, c, d… Do not use foreign languages in other alphabetic systems such as Chinese characters (Chinese), Kanji (Japanese)… Abbreviated names are abbreviated from a Vietnamese name or a name in a foreign language. Thus, enterprises can completely name branches in foreign languages translated from Vietnamese, but only in the form of sub-names.
- The name of the branch of the company will not be correct if the proper name in the branch name of the company uses the phrase “company”, or “enterprise”.
- Enterprises with 100% state capital, when converted into dependent accounting units due to reorganization requirements, are allowed to keep the name of state enterprises before reorganization.
In most cases, the branch name of the company needs to be registered, reviewed and approved by a competent authority such as a business registration office. This process ensures legality and avoids having the same name as other businesses. In some industries such as banking, insurance, and securities, branch names require supervision by industry regulators.
Regulations on branches name coincide with protected trademarks and confusing branch names
Article 19.1 of Decree No. 01/2021/ND-CP stipulates that trade names, trademarks, and geographical indications of protected organizations and individuals may not be used to constitute the proper name of enterprises, except in case approved by the owner of such trade name and trademark. Therefore, for the name of the branch, it is not allowed to use the trade name or trademark, unless it is approved by the owner of that trade name or mark. Accordingly, when naming a branch, the company needs to ensure that it does not infringe the intellectual property rights of other companies, including trademark rights and domain.
The basis for determining the branch name infringing industrial property rights shall comply with the provisions of the law on intellectual property. For example: QA Joint Stock Company named a branch as “Branch of QA Joint Stock Company – Agent Thegioididong” which may be considered to be identical to the actual trademark of Thegioididong. Enterprises must take responsibility before the law if naming branches infringe on industrial property rights.
Pursuant to the provisions of Article 41 of the Law on Enterprises 2020, regulations on identical or confusing names of enterprises when registering an enterprise name through which the name of an enterprise branch causes confusion if:
- The Vietnamese name of the branch of the company requested for registration has the same pronunciation as the name of the branch where the company has registered before.
- The abbreviated name of the branch of the company requested for registration is the same as the abbreviated name of the branch where the company has previously registered.
- The proper name of the company branch requested for registration is only different from the proper name of another company branch of the same type previously registered by one digit or letter in the Vietnamese alphabet, the letters F, J, Z, W written continously or spaced after the proper name of the branch of that company.
- The proper name of the branch of the company requested for registration is only different from the proper name of the branch of another company of the same type previously registered by some symbols as follows “&” or “and”; “.”; “,”; “+”; “-“; “_”.
- The proper name of the company branch requested for registration is only different from the proper name of a registered company branch of the same type by the word “new” right before or immediately after or before the proper name of the company registered company branch.
- The name in a foreign language of the branch of the company applying for registration is identical to the name in a foreign language of the branch where the registrar has registered;
- The proper name of the branch of the company requested for registration is only different from the proper name of the branch of another company of the same type already registered by the phrase “North”, “South”, “Central”, and “Western”, “East “.
- The proper name of the branch of the company requested for registration coincides with the proper name of the branch of the registered company.
The name of the company’s branch or enterprise must ensure distinction from other companies and other branches in the same field of operation. This helps to avoid confusion in the business process.
In short, the naming of branches of companies must not violate the provisions of the law on branch names of companies, do not use names to confuse or deceive customers, do not use forbidden words or restrictions according to national regulations such as words with bad meanings, violations of ethics, words related to politics.
Customers who need advice on the service of registering to establish a company branch, or naming a company branch, please contact Viet An Law Firm for the best support.