Thorough Guidance for Company Seal in Vietnam

Everything Businesses Need to Know About Company Seals Under Vietnamese Law

A company seal has long been regarded as an official symbol of a business, representing its legal identity and authority when executing contracts and corporate documents. Although Vietnam's enterprise laws have become increasingly flexible regarding the use and management of company seals, they continue to play an important role in daily business operations.

For newly established companies, foreign investors, and businesses expanding into Vietnam, understanding when a company seal is required, how it is managed, and what legal obligations apply can help avoid unnecessary disputes and ensure smooth business operations.

This guide explains everything you need to know about company seals in Vietnam—from legal requirements and practical usage to best practices for governance and internal control.

What Is a Company Seal?

A company seal is an official mark used by a business to authenticate documents issued in its name.

Traditionally, the seal demonstrates that a document has been formally approved by the company. Depending on the company's internal regulations, the seal may be used together with the signature of the legal representative or an authorized person.

Today, company seals may exist in both physical and electronic forms, supporting traditional paperwork as well as digital transactions.

Legal Framework

Company seals in Vietnam are primarily governed by:

• Law on Enterprises 2020

• Decree No. 01/2021/ND-CP on Enterprise Registration

• Civil Code 2015

• Relevant regulations on electronic transactions and digital signatures

• Internal company charter and corporate governance regulations

Unlike previous regulations, Vietnamese law now grants enterprises greater autonomy in determining how company seals are created, managed, and used.

Is a Company Seal Mandatory?

One of the most common questions from newly established businesses is whether a company seal is legally required.

The answer is:

Not always.

Under the current Law on Enterprises, a company is no longer legally required to possess a physical seal merely because it has been incorporated.

However, in practice, the vast majority of businesses still maintain at least one company seal because many organizations continue to expect sealed documents during commercial transactions.

Typical examples include:

• Banks

• Government agencies

• Customers

• Suppliers

• Business partners

• Foreign organizations

As a result, although not mandatory in every circumstance, having a company seal remains a practical necessity for most businesses operating in Vietnam.

Types of Company Seals

Vietnamese enterprises commonly use several types of seals depending on their operational needs.

1. Physical Company Seal

This is the traditional rubber stamp or engraved seal.

It is commonly used on:

• Contracts

• Board resolutions

• Shareholder resolutions

• Internal regulations

• Authorization letters

• Official correspondence

• Banking documents

Most companies maintain at least one physical seal.

2. Electronic Company Seal

Some organizations use electronic seals integrated into document management systems.

Electronic seals support:

• Electronic document approval

• Digital workflows

• Internal approvals

• Automated document issuance

Electronic seals are increasingly adopted as businesses undergo digital transformation.

3. Digital Signature

A digital signature is not the same as a company seal.

Instead, it serves as an electronic authentication tool recognized by Vietnamese law.

Digital signatures are required for activities such as:

• Electronic tax filing

• Electronic invoices

• Customs declarations

• Social insurance submissions

• Electronic procurement

• Government e-services

Many businesses use both a physical company seal and a digital signature for different purposes.

What Information Appears on a Company Seal?

Although enterprises have flexibility in designing their seals, a typical company seal usually includes:

• Company name

• Enterprise identification number (Tax Identification Number)

• Optional bilingual company name

• Company logo (optional)

Businesses may determine the shape, size, color, and design of the seal according to their internal policies.

Who Keeps the Company Seal?

Vietnamese law allows each company to determine how its seal is managed.

Common custodians include:

• Legal representative

• General Director

• Administrative Manager

• Corporate Secretary

• Finance and Administration Department

The company's charter or internal regulations should clearly specify:

• Who holds the seal

• When it may be used

• Approval procedures

• Replacement procedures

• Lost seal reporting procedures

Clearly assigning responsibility reduces operational risk.

When Is a Company Seal Commonly Used?

Although many transactions no longer legally require a seal, companies frequently use one for important documents.

Examples include:

Corporate Documents

• Board resolutions

• Shareholder resolutions

• Company charter amendments

• Internal regulations

Commercial Documents

• Major commercial contracts

• Service agreements

• Distribution agreements

• Purchase contracts

• Lease agreements

Banking Documents

Banks commonly request sealed documents for:

• Opening corporate bank accounts

• Updating account information

• Loan applications

• Authorized signatory changes

Government Procedures

Certain administrative procedures may still require sealed documents, depending on the relevant authority.

Is a Company Seal Required for Contracts?

This is another frequently asked question.

In many cases:

No.

A contract signed by a duly authorized representative may remain legally valid even without the company seal.

However, many businesses continue requesting a seal because it:

• Demonstrates authenticity

• Reduces fraud concerns

• Aligns with long-standing business practice

• Simplifies document verification

For important commercial contracts, applying the company seal remains a widely accepted best practice.

Can a Company Have Multiple Seals?

Yes.

A company may possess multiple physical seals if its internal governance permits.

Examples include:

• Head office seal

• Branch seal

• Representative office seal

• Finance department seal

• Confidential document seal

Internal policies should define the purpose and scope of each seal to prevent misuse.

Can the Company Design Its Own Seal?

Yes.

Vietnamese enterprises are free to determine:

• Shape

• Size

• Color

• Language

• Layout

• Logo inclusion

Unlike previous regulations, businesses are no longer required to register the seal specimen with the business registration authority.

This flexibility allows companies to align seal designs with their corporate branding while maintaining legal compliance.

What Happens If the Company Seal Is Lost?

If a company seal is lost, management should act promptly.

Recommended actions include:

1. Conduct an internal investigation.

2. Document the loss.

3. Notify relevant stakeholders if necessary.

4. Arrange for a replacement seal.

5. Update internal governance documents.

6. Strengthen seal control procedures.

If misuse is suspected, the company should also consider notifying the relevant authorities and affected counterparties.

Best Practices for Managing Company Seals

Effective governance reduces legal and operational risks.

Establish a Seal Management Policy

The policy should define:

• Authorized users

• Approval hierarchy

• Storage requirements

• Usage records

• Emergency procedures

Maintain a Seal Usage Log

Record:

• Date

• Document title

• Requesting department

• Approver

• Person applying the seal

This creates an audit trail and improves accountability.

Store the Seal Securely

The company seal should be kept:

• In a locked cabinet or safe

• Under restricted access

• By an authorized custodian

Integrate Digital Workflows

As organizations digitize operations, integrate:

• Digital signatures

• Electronic document management

• Approval workflows

• Access controls

• Audit logs

Combining physical governance with digital tools enhances efficiency and security.

Common Mistakes to Avoid

Many businesses encounter issues due to poor seal management.

Common mistakes include:

• Allowing unauthorized personnel to use the seal

• Applying the seal without management approval

• Failing to maintain a seal usage register

• Storing the seal insecurely

• Assuming every contract must be sealed

• Confusing a company seal with a digital signature

Avoiding these mistakes strengthens corporate governance and reduces compliance risks.

Frequently Asked Questions

Does every company in Vietnam need a company seal?

No. The law no longer requires every enterprise to possess a physical company seal. However, maintaining one remains common practice because many counterparties continue to expect sealed documents.

Is a digital signature the same as a company seal?

No. A digital signature is an electronic authentication tool used for online transactions such as tax filings and electronic invoices. A company seal is a traditional corporate authentication mark used on physical documents.

Can contracts be signed without a company seal?

Yes. In many cases, contracts signed by a duly authorized representative are legally valid even without a company seal. Nevertheless, many businesses continue to apply seals to important agreements as a matter of good practice.

Must the company register its seal with the authorities?

Under the current legal framework, enterprises generally determine the form and management of their company seals without registering the seal specimen with the business registration authority.

Conclusion

While Vietnam's legal framework has become more flexible regarding company seals, they continue to play an important role in commercial practice. A well-managed company seal enhances document authenticity, supports internal governance, and strengthens business credibility with customers, banks, and government agencies.

As companies increasingly adopt digital operations, businesses should establish clear internal policies governing both physical company seals and digital signatures. By combining effective governance, secure storage, and modern electronic authentication tools, organizations can improve operational efficiency while remaining compliant with Vietnam's evolving regulatory environment.

Resources : Internet