Company Seals in Vietnam: What the 2020 Enterprise Law Actually Changed
Vietnam's company seal (con dấu) went through one of the fastest liberalizations in the region — from a tightly policed specimen system to near-total company autonomy in the space of a few years. The paperwork culture, however, hasn't moved nearly as fast.
The result is a jurisdiction where the legal answer and the operational answer point in opposite directions. Legally, your company decides everything about its seal. Operationally, you will be handed documents back if the seal is missing, wrong-looking, or applied without the legal representative's signature beside it.
From police registration to company autonomy
Historically, Vietnamese company seals were made by licensed engravers and their specimens registered with the public security authorities. The 2014 Enterprise Law loosened this, and the Enterprise Law 2020 (in force since 2021) finished the job: companies now decide for themselves the form, content and number of their seals, and the old requirement to notify the specimen for public posting was dropped entirely. The law also explicitly recognizes digital signatures used as seals for e-transactions.
What remains fixed is convention: contracts, bank documents, tax filings and anything touching the government are expected to carry the company's red seal next to the legal representative's signature. An unstamped contract with a Vietnamese counterparty will, in practice, be sent back.
Because the state no longer holds a specimen, the burden of controlling seal usage shifted entirely onto the company. Your charter and internal regulations are now the authoritative record of who may use which seal and for what. This is a genuine governance obligation, not boilerplate — if a dispute arises about whether a sealed document was authorised, your internal rules are the evidence.
Who signs, and who seals
The legal representative (người đại diện theo pháp luật) is the pivot of Vietnamese execution practice. A properly executed company document generally shows that person's signature with the company seal applied over or beside it. Two points that catch foreign-invested companies out:
- A company may have more than one legal representative, with the charter defining their respective powers. Counterparties and banks will check that the person signing is the one entitled to.
- Delegation is possible but must be documented. A power of attorney or authorisation decision is what allows someone other than the legal representative to sign and seal.
If your legal representative is based overseas, plan for this in advance. Sending the seal abroad is a common improvisation and a poor one; a documented delegation to someone in-country is cleaner and less likely to be questioned.
Design conventions
Despite the freedom, Vietnamese seals are strikingly uniform:
- Round, red ink, typically 34–36 mm across.
- Company name around the rim (upper arc), often with the enterprise code (mã số doanh nghiệp) and the province/city along the lower arc.
- The center carries the company's short name, "CÔNG TY TNHH…" designation, or a logo.
Structurally this is the same architecture as the Chinese company seal minus the star — the round corporate seal template adapts to it directly. You can compose the layout in the online seal generator, placing the enterprise code as the bottom arc text, and export a transparent PNG for digital use or SVG for an engraver.
Because the law no longer prescribes the content, uniformity is doing real work here: a seal that looks like every other Vietnamese company seal passes without comment, while an unconventional one invites questions even though it is perfectly lawful. Unless you have a reason to deviate, follow the convention.
Vietnamese diacritics
The one technical trap in producing a Vietnamese seal is diacritics. Vietnamese stacks tone marks above and below letters, and a font that lacks proper Vietnamese coverage will drop marks, misplace them, or substitute boxes. Check the rendered impression character by character against the registered name — particularly the đ, ơ, ư and any stacked tone marks — before sending anything to an engraver. At small sizes, marks that collide with the ring are a legibility problem as well as an accuracy one.
Multi-page contracts: the giáp lai seal
Vietnamese practice stamps multi-page contracts across the page edges (đóng dấu giáp lai) so pages can't be swapped — the same perforation-seal technique used across East Asia. The PDF stamping tool reproduces this digitally: it splits the seal across page edges automatically. The physical convention is described in the perforated seal template.
This one is worth doing properly on any contract of length. Vietnamese counterparties expect it, and its absence on a twenty-page agreement is noticeable.
Digital signatures are the real successor
Vietnam pushes e-invoicing and e-tax hard, and the Law on Electronic Transactions 2023 (effective mid-2024) strengthened the framework: certified digital signatures from licensed providers carry the weight that used to belong exclusively to the red seal, and are now mandatory in areas like e-invoices. A seal image pasted on a PDF is not that — it looks right, but the legal instrument is the certified signature. The distinction is the subject of electronic seal vs. electronic signature.
In day-to-day terms, most companies operating in Vietnam now run three parallel mechanisms: a certified digital signature token for tax and e-invoicing, a physical red seal for banking and paper contracts, and a seal image for the invoices and internal documents where appearance is all that is needed. Knowing which one a given document requires is most of the skill.
FAQ
Does a Vietnamese company still legally need a seal? The company controls its seals' form and number, but as seals are expected on bank, tax and contract paperwork, operating without one is not realistic.
Must the seal be registered with the police? No — the 2020 law removed specimen notification. The company manages its own seal usage rules.
Is a scanned seal on a PDF valid? For appearance and internal flows, yes; for legal effect in e-transactions, Vietnam looks to certified digital signatures. See are image seals legally valid?.
Can a company have more than one seal? Yes. Since the 2020 law the number is the company's decision. Branches and departments sometimes hold their own, with the charter setting out the scope of each.
What should the internal seal regulation cover? At minimum: who custodies each seal, who may authorise its use, which document types require it, and how usage is logged. This document has replaced the state specimen filing as your control record.
Does the enterprise code have to appear on the seal? Not legally, but it is conventional and useful — it identifies the company unambiguously against the national business registration database.
This article is general information, not legal advice. Verify current requirements with Vietnamese counsel or the business registration authority.
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