The company seal for enterprise merger under latest current legal regulations

A company seal for enterprise merger is an important means associated with the legal status and transactional activities of an enterprise following a merger under the Law on Enterprise 2020 (as amended and supplemented in 2025). Proper understanding of the applicable regulations and lawful use of the company seal help enterprises avoid legal risks and ensure the legal validity of their operations.

I. Common misconceptions regarding company seal for enterprise merger

During the implementation and use of a company seal for enterprise merger, many enterprises tend to underestimate or misunderstand the applicable legal regulations, thereby creating risks relating to the legal validity of the seal and associated transactions. Common mistakes include:

• Failure to update the seal specimen after the merger: The enterprise continues using the seal of the merged entity without adjusting the information to reflect the new legal entity.
• Misunderstanding the obligation relating to seal notification: Although current laws allow enterprises to determine the form, quantity, and contents of their seals independently, many enterprises fail to publicly disclose or internally maintain clear seal-related information, resulting in difficulties during inspection and verification.
• Seal contents inconsistent with enterprise registration information: Discrepancies regarding the enterprise name, enterprise identification number, or company type after the merger may lead to disputes and diminish the legal value of documents.
• Failure to promulgate regulations governing seal management and use: Following a merger, unclear allocation of authority regarding seal usage may lead to abuse or unauthorized execution of documents.
• Concurrent use of multiple seals without proper control: Some enterprises continue using both the old and new seals simultaneously, creating legal risks in transactions with business partners and State authorities.

II. Understanding company seal for enterprise mergers

1. What is a company seal for enterprise merger, and what significance does it have for an enterprise?

Pursuant to Article 43 of the Law on Enterprise 2020 (as amended and supplemented in 2025), a company seal may be in the form of a physical seal or a digital signature seal and shall be determined by the enterprise itself. In the context of a merger, a company seal for enterprise merger refers to the seal created and used by the post-merger enterprise in its business operations.

The company seal for enterprise merger serves the following purposes:

• Confirming the legal status of the post-merger enterprise in transactions;
• Expressing the enterprise’s intent when executing documents and contracts;
• Enhancing the credibility and legal value of documents in dealings with business partners and competent State authorities.

2. What basic information is generally included in a company seal for enterprise merger?

Pursuant to Clause 2, Article 43 of the Law on Enterprise 2020 (as amended and supplemented in 2025), enterprises have the right to determine the contents of their seals. Thus, the law does not impose mandatory requirements regarding specific information.

In practice, however, a company seal for enterprise merger generally contains the following basic information:

• Enterprise name (official name after the merger);
• Enterprise identification number (tax identification number);
• Other information such as the head office address or branch information, if deemed necessary by the enterprise.

Thus, although no specific information is legally required, enterprises are advised to include basic identifying information to facilitate recognition and strengthen the legal value of documents and transactions.

3. Is a company seal for enterprise merger required to follow a standard design prescribed by any authority?

Pursuant to Clause 2, Article 43 of the Law on Enterprise 2020 (as amended and supplemented in 2025), enterprises have the right to determine the type, quantity, form, and contents of their seals and are not required to follow any standard seal format prescribed by a State authority.

Accordingly, following a merger, enterprises may independently design a seal specimen that meets their management and transactional requirements. Nevertheless, the seal should clearly reflect the enterprise’s information to facilitate identification and minimize legal risks.

4. Who has the authority to determine the form and contents of a company seal for enterprise merger?

Pursuant to Clause 2, Article 43 of the Law on Enterprise 2020 (as amended and supplemented in 2025), enterprises have the right to determine the type, quantity, form, and contents of their seals. Specifically, such authority belongs to the governing body designated under the company charter, including:

• The company owner (for a single-member limited liability company);
• The Members’ Council (for a multiple-member limited liability company);
• The Board of Directors (for a joint-stock company).

Decisions relating to seal specimens are typically recorded in the company charter or issued by the competent internal management body to ensure consistency in seal management and usage.

III. Legal regulations relating to company's seal for enterprise mergers

1. Under the Law on Enterprise, when must a company seal for enterprise merger be registered with the business registration authority?

Under the Law on Enterprise 2020 (as amended and supplemented in 2025), enterprises are no longer required to register their seal specimens with the business registration authority, including in merger cases. Specifically:

• Enterprises have the right to independently determine the form, quantity, and contents of their seals under Article 43 of the Law on Enterprise 2020;
• The law no longer requires enterprises to notify or register seal specimens with the business registration authority as previously required;
• The management and use of seals are internal matters of the enterprise and are generally regulated by the company charter or a separate internal regulation.

In merger cases:

• If the enterprise name or legal entity changes, the enterprise should create a new seal that reflects the updated enterprise registration information;
• However, it is not a mandatory registration procedure with any State authority but rather a practical measure to ensure legal certainty in transactions.

2. What procedures, filings, or fees are required when changing a company seal for enterprise merger after a merger?

Pursuant to the Law on Enterprise 2020 (as amended and supplemented in 2025), enterprises are no longer required to register or notify seal specimens with the business registration authority. Thus, the process for changing a seal specimen after a merger has been significantly simplified as follows:

• No seal specimen registration dossier is required: Current laws have abolished the seal notification requirement; thus, enterprises are not required to submit any dossier relating to seal specimens to the business registration authority.
• No state administrative fees are payable: Since no administrative procedure is involved, no governmental fee arises in connection with the change of a seal specimen.
• Internal implementation by the enterprise: The enterprise only needs to:
  + Engrave or create a new seal consistent with the post-merger information (enterprise name, enterprise identification number, etc.);
  + Issue regulations governing seal management and use or amend the company charter accordingly;
  + Notify internal departments, business partners, banks, and relevant authorities (if necessary) to ensure the validity of transactions.

Practical note: Although not mandatory, enterprises should ensure that the contents of the seal correspond with the enterprise registration information and avoid the simultaneous use of both old and new seals, which may create legal risks.

3. How are the rights and responsibilities of the custodian of a company seal for enterprise merger regulated within the new company after consolidation?

Pursuant to Clause 3, Article 43 of the Law on Enterprise 2020 (as amended and supplemented in 2025), the management and custody of company seals shall be conducted in accordance with the company charter or internal regulations issued by the enterprise. Accordingly, the rights and responsibilities of the seal custodian shall be specifically determined by the enterprise. Generally, the seal custodian possesses the following rights and responsibilities:

Rights of the seal custodian:

• To manage, safeguard, and use the seal in accordance with assigned responsibilities;
• To refuse affixation of the seal to invalid documents or documents executed without proper authority.

Responsibilities of the seal custodian:

• To ensure the safe of the seal and prevent loss, misplacement, or misuse;
• To use the seal only upon obtaining proper approval in accordance with internal regulations;
• To take responsibility where improper management or use of the seal causes damage to the enterprise.

Clearly defining the rights and responsibilities of the seal custodian in the company charter or internal regulations is essential to ensuring strict control over seal usage and minimizing legal risks following a business consolidation.

IV. Questions relating to company's seal for enterprise mergers

1. Does current legislation permit continuous use of the old seal after a new company seal for enterprise merger has been issued?

Pursuant to Clause 3, Article 43 of the Law on Enterprise 2020 (as amended and supplemented in 2025), once an enterprise issues a new merger seal, the old seal is no longer valid for use. Accordingly, the enterprise must discontinue the use of the old seal and conduct the registration and management of the new seal in accordance with applicable regulations and the requirements of the competent business registration authority.

Use of the old seal after a merger may lead to legal risks, including the possibility that documents and contracts may be deemed invalid or unlawful, and the enterprise may be subject to administrative sanctions in accordance with applicable regulations.

2. If an enterprise wishes to change its company seal for enterprise merger due to a change in its name or head office address, what legal procedures must be followed?

If an enterprise intends to change its merger seal due to a change in its enterprise name or head office address, the following legal procedures should be implemented:

Preparation of a dossier for seal modification:

• Notification of the change of seal;
• Copy of the updated Enterprise Registration Certificate reflecting the new enterprise name or head office address;
• Resolution or decision of the Members’ Council or General Meeting of Shareholders approving the change of the enterprise name or head office address.

Submission of the dossier to the competent authority:

• Pursuant to Section 3 of Official Dispatch No. 2425/BCA-C06/2025, the Administrative Police Department for Social Order (PC06) where the enterprise’s head office is located shall be the authority responsible for receiving and processing the application.
• In cases where the head office is relocated to another province or centrally governed city, the dossier must be submitted to the PC06 office in the new locality.

Payment of administrative fees:

• Administrative fees shall be payable in accordance with the regulations in force at the relevant time, and the receiving authority will provide specific guidance on the applicable amount.

Receipt of results:

• Upon confirmation that the dossier is valid and complete, the enterprise will be issued a new seal or have the new seal registered, and the previous one shall cease to be valid.

3. What are the legal consequences if an enterprise copies or reproduces a company seal for enterprise merger identical to that of another enterprise?

Copying or reproducing a seal identical to that of another enterprise constitutes a serious violation and may result in administrative, civil, and criminal liabilities.

Administrative sanctions:

• If the seal is used for declarations or procedures involving false or inaccurate information, administrative sanctions may be imposed under Article 43 of Decree No. 122/2021/ND-CP, with fines ranging from 20,000,000 VND to 30,000,000 VND.

Compensation for damages:

• If such conduct causes damage to another enterprise or a third party, the violating party must compensate for all losses under Article 13 of the Civil Code 2015.

Criminal liability (where fraudulent elements exist):

• Article 174 of the Criminal Code 2015 (as amended in 2017 and 2025): Fraudulent appropriation of property: Applicable where deceptive acts are committed for the purpose of unlawfully appropriating property belonging to another person or the State.
• Article 341 of the Criminal Code 2015 (as amended in 2017 and 2025): Forgery of seals or documents of agencies and organizations; use of forged seals or documents of agencies and organizations: Applicable where an enterprise or individual falsifies documents or records relating to a merger in order to evade legal obligations or obtain unlawful benefits.

4. What should an enterprise do to minimize legal risks if its company seal for enterprise merger is lost or unlawfully retained by another person?

Where a seal is lost or unlawfully retained by another person, the enterprise should take immediate action to prevent misuse in transactions. Specifically:

• Internal recording and notification: Preparing a written record documenting the loss of the seal and reporting the matter to the legal representative for prompt handling.
• Notification to the police authorities (where there are signs of unlawful possession): Helping prevent unauthorized or unlawful use of the seal.
• Notification to business partners and banks: Informing relevant parties that the old seal is no longer valid in order to prevent fraudulent transactions.
• Creation and use of a new seal: Pursuant to Article 43 of the Law on Enterprise 2020, enterprises have the right to independently determine and create a new seal.
• Issuance of a decision invalidating the old seal: Clearly specifying the effective date on which the old seal ceases to be valid in order to ensure transparency and legal certainty.

The loss of a seal or its unlawful retention by another party constitutes a serious legal risk that may directly affect the validity and legality of enterprise transactions. Thus, enterprises should address such situations promptly, transparently, and in accordance with proper procedures, while strengthening internal control mechanisms to safeguard their legal interests and business reputation.

V. Are you looking for a reputable legal expert to assist with issues relating to company seal for enterprise mergers?

Handling matters relating to the company seal for enterprise mergers involves far more than administrative procedures. It requires a thorough understanding of enterprise law, civil transactions, and internal corporate governance. Even a minor error in the use or management of a corporate seal may lead to significant legal consequences.

Where an enterprise encounters difficulties such as uncertainty regarding the proper handling of seals after a merger, disputes arising from invalid seals or misuse of seals, or the need to establish a robust seal management framework, seeking assistance from a reputable legal professional is a practical and necessary solution. Legal experts can provide comprehensive advice on both legal regulations and practical implementation, assist in preparing relevant documentation and internal regulations, and support enterprises in resolving disputes and managing legal risks efficiently and effectively.

The above information is provided for reference purposes only. Should you require detailed advice regarding your specific circumstances, please contact NPLaw for immediate legal consultation.