Decree No. 96/2015/ND-CP (“Decree No. 96”) issued by the Government on October 19th 2015 regulatings details in the provisions of the Enterprise Law concerning enterprise seals, cross-ownership in enterprises, etc.

1. Seal

Decree No. 96 has clarified Article 44 of the Enterprise Law about provisions relating to seals:

a. Decision of the authority

If not regulated in the Company regulations, the authority deciding on the form, content and quantity of the seals in the enterprise shall belong to:

• Owner of the private enterprise for private enterprises.
• The associative council for partnered companies.
• The associative council or Company president for limited liability companies.
• The administrative council for joint stock companies

b.  Form and content of seal samples

Article 12 of the Decree No. 96 has specified the Company regulations or Decision on seals must include the following contents:

• Seal sample, including: form, size, content and ink color;
• Quantity of seal;
• Regulations regarding the management and usage of seal samples.

In addition, the form of seal samples must take a specific shape such as a circle, polygon or others, while a seal unified in content, form and size is obligatory.

According to Article 14 of the Decree No. 96, the Enterprise can amend other words, characters, signs and images into the content of the seal except for the following:

• National flag, national emblem or the Communist Party flag of the Socialist Republic of Vietnam;
• Images, symbol and name of the state, state authority, armed force units, political organizations, political-social organizations, political-professional organizations, social organizations, social-professional organizations;
• Words, signs and images violating the historical traditions, ethical culture, fine traditions and customs of the people of Vietnam.

In addition, the Enterprise should be ensured to take responsibility under the law for intellectual property and other laws relating to the use of images, words and signs in the content or form of the seal samples. The business registration agency shall not be responsible to verify the content of the seals during the procedure of notifying seal samples of enterprises.

c.  Seal samples of agencies and representative offices

If not regulated in the Company regulations, the authorized person specified in Clause 1 of Article 12 of the Decree No. 96 (in Section 1.a) will decide on the quantity, form, content and sample of seals as well as manage and using seals of the agencies and representative offices. 

Similar to the seal samples of enterprise mentioned above, the Enterprise can implement words, characters, signs or images in the content of the seals with exceptions listed in Article 14 of the Decree (in Section 1.b).

d.  Managing and using seals

For enterprises established before July 1st 2015, the Enterprise should note certain points regarding the management and usage of seal specified in Article 15 of the Decree No. 96 mentioned below:

• Enterprises can continue to use the issued seal without having to notify the business regitration agency.
• Enterprises renewing seals accordingly to Decree No. 96 must hand over the old seal and the seal registration Certification to the police agency that issued said certification for a receipt from the agency stating the seal of the enterprise had been received.
• In case of having lost the seal and the seal registration Certification, enterprises must notify the police agency that issued said seal and certification.

Decree No. 96 has also specifically listed cases in which the Enterprise needs to notify seal samples to the business registration agency near the headquater of the enterprise, including:

• Creating a seal for the first time after registering the enterprise;
• Changing the quantity, content, form of seal samples and ink color;
• Cancelling seal samples.

2. Restricting cross-ownership between companies

Decree No. 96 has clarified the definition of ‘Cross-ownership’ and ‘Establishing enterprise from capital contribution between companies’ at Clause 2 and Clause 3 of Article 189 of the Enterprise Law, specifically:

• Cross-ownership means simultaneous ownership of the capital contribution and shares between two enterprises.
• Establishing enterprise from capital contribution between companies is an instance which the total amount of shares and capital contribution of owned by the companies are equal to or greater than 51% of the charter capital, or the total amount of common shares of the relating companies.

Also, Article 16 of the Decree No. 96 has clarified the establishment of enterprise through capital contribution in Clause 3 of Article 189 of the Enterprise Law including: capital contribution and purchase of shares to establish a new enterprise; purchase of capital contribution and shares of established enterprises.

The company president or member of the Associative Council, member of the Administrative Council of the regarding company will be jointly responsible to compensate for the damage of the company in case of violations relating to the decision in capital contribution, purchase of shares and the capital contribution from other companies according to regulations in the Decree.

3. Taking effect

The decree will take effect from December 8th 2015 and will replace the Decree No. 102/2010/ND-CP in 2010 of the Government specifically guiding the Enterprise Law.

PLF recommends that the Enterprise should quickly amend and update the content of the Company regulations regarding the seal form of the enterprise. In addition, during the capital contribution, purchase of shares and capital contribution of other companies, the Enterprise should note the terms restricting cross-ownership between companies in the regulations of this Decree.

PLF Law Firm