LEGAL ARTICLES

Notable points on naming enterprises
under the Law on Enterprise 2020

Notable points on naming enterprises under the Law on Enterprise 2020
Notable points on naming enterprises under the Law on Enterprise 2020

The name of a company is considered the most important sign which identifies an enterprise. It plays an important role in brand positioning and market access. Therefore, the name of a company should meet the owner’s needs, be easy to remember, form a good impression on partners & customers and also conform to the provisions of the law, distinguishing with other businesses.

In this article, we shall refer to the provisions of Vietnamese law on naming enterprises and current regulations pertaining to enterprise names as per the ‘Law on Enterprise 2020’.

1. Name of the Company

1.1 Regulations on the structure of Company’s names

The name of a business can include a Vietnamese name, a foreign name, and an abbreviated name. In Vietnam, a Vietnamese name is required but a foreign name or abbreviated name are optional.

Vietnamese name: The Vietnamese name of the enterprise consists of two elements in the following order:

[1] Type of business [2] Proper name

[1]  The type of business: Shall be “công ty trách nhiệm hữu hạn” or “công ty TNHH” for limited liability companies, “công ty cổ phần” or “công ty CP” for joint stock companies, “công ty hợp danh” or “công ty HD” for partnerships, and “doanh nghiệp tư nhân”, “DNTN” or “doanh nghiệp TN” for sole proprietorships.

[2] Proper name: The proper name may consist of letters in the Vietnamese alphabet, the letters F, J, Z, W, numbers, and symbols. Thus, the proper name of the company can be a Vietnamese word, or a foreign word, or a phrase, or may only include numbers and symbols, depending on the needs of the company and in accordance with the provisions of law.

Foreign name: The enterprise’s name in a foreign language is the translation of the Vietnamese name into one of the Latin-based languages. The proper name of the enterprise’s may be kept unchanged or translated into a foreign language.

Abbreviated name: The abbreviated name of an enterprise may be abbreviation of its Vietnamese name or foreign language name.

Example:

Type of businessProper nameCompany nameForeign nameAbbreviated name
Công ty TNHH
Vina house
Công ty TNHH Vina house
English: Vina house Company LimitedVH Co., Ltd
French: Vina Maison Co., LtdVM Co., Ltd
Công ty cổ phần
Bạn và tôi
Công ty cổ phần Bạn và tôi
Keep the Vietnamese name: Bạn và tôi Joint Stock CompanyBVT JSC
English: You and Me Joint Stock CompanyYAM
Spanish: Usted y yo Sociedad AnónimaUYYSA

* Please note that the proper names in this table are only used as examples for illustrating the structure of company names within the scope of this article.

1.2 Prohibited acts of naming businesses

Enterprises should note that in the process of naming their company, it is necessary to avoid violating the following conditions:

– Enterprises must not use any name that is identical or confusingly similar to another enterprise’s name which is already registered. The identification of such similar names is based on the National Database of Business Registration on a national scale. The basis for determining a business name as a confusingly similar to that of a registered enterprise is provided in section 1.3 of this article.

– Enterprises must not use the name of any state authority, or the People’s military unit, or any political organization, or socio-political organization, or socio-political-professional organization, or social organization, or social-professional organization either partially or fully in an enterprise’s name, unless it is accepted by such authority, unit or organization.

– Enterprises must not use words or symbols that against the country’s history, culture, ethical values and good traditions.

1.3 Confusing names of enterprises

The determination of a name that is confusingly similar to the name of a registered enterprise is based on the following grounds:

1. The Vietnamese name of the applying enterprise is pronounced similarly to an already registered enterprise’s name.

2. The abbreviated name of the applying enterprise is identical to the abbreviated name of an already registered enterprise.

3. The foreign language name of the applying enterprise is identical to the foreign language name of an already registered enterprise.

4. The proper name of the applying company is only different from the proper name of a registered company by a natural number or a letter in the Vietnamese alphabet or any of the letters F, J, Z, W that is written right after the proper name with or without a space.

5. The proper name of the applying company is only different from the proper name of a registered company of the same type by the word “và” (“and”) or the symbols “& . , + – _”

6. The proper name of the applying enterprise is only different from the proper name of a registered enterprise of the same type by the word “tân” or “mới” (‘new’) that is written right before or after the proper name.

7. The proper name of the applying enterprise is only different from the proper name of a registered enterprise by one of the phrases “miền Bắc” (“north”), “miền Nam” (“south”), “miền Trung” (“central”), “miền Tây” (“west”), or “miền Đông” (“east”).

8. The proper name of the applying enterprise is identical to that of a registered enterprise.

2. Rules on business names

– The enterprise’s name shall be displayed at the headquarters, branches, representative offices, and business locations of the enterprise and must be printed or written on transaction documents, records and other printed materials published by the enterprise.

– Businesses are allowed to name the company with a name that is identical or confusingly similar to that of a registered enterprise in case the enterprise with the identical or confusing name is dissolved or is subject to an effective court decision declaring the enterprise bankrupt.

– The Business Registration Division has the right to approve or reject the proposed name of the enterprise according to regulations. The Business Registration Division’s opinion is the final decision. In case of disagreement with the decision of the Business Registration Division, the company has no right to complain or negate. However, the company can initiate a lawsuit in accordance with the law on administrative procedures.

To ensure that the proposed Company name is valid, you can refer to (1) Registered trademarks and geographical indications stored in the database of trademarks and geographical indications of The National Office of Intellectual Property of Vietnam to avoid infringing upon industrial property rights protected under Vietnamese law. (2) National database on Business registration to check the identical and similar names of the proposed Company’s.

Thus, clients should consider the above regulations while registering the name of a company.

The article is based on applicable law at the time noted as above and may no longer be appropriate at the time the reader approaches this article as the applicable law has changed and the specific case that the reader wishes to apply. Therefore, the article is only for reference.