The name of an enterprise is associated with itself. However, many questions are requested about what constitutes a legally compliant enterprise name. In this article, NPLaw analyzes several legal provisions governing the naming of joint stock companies under current regulations.
The name of an enterprise is associated with itself. However, many questions are requested about what constitutes a legally compliant enterprise name. In this article, NPLaw analyzes several legal provisions governing the naming of joint stock companies under current regulations.
I. Current situation of naming joint stock companies
An enterprise’s name is not merely a word or sequence of characters; it plays a crucial role in identifying, representing, and evoking the enterprise identity. It is an inseparable component for building its brand and reputation. A distinctive and memorable name that accurately reflects the essence of the enterprise may create a strong impression in the minds of potential customers/clients.
Recognizing its importance, many enterprises have implemented strategies to develop and safeguard their enterprises’ names (trade names). Concurrently, the law provides a legal framework to protect enterprises’ legitimate rights and interests regarding their names.
II. Legal provisions on naming joint stock companies
1. Definition of a name of a joint stock company
An enterprise name is a key component of the corporate structure, closely tied to its existence and development. Under current regulations, the name of a joint stock company is the full registered name at the time of incorporation and is recorded in the Enterprise Registration Certificate.
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2. Can the name of a joint stock company is changed after completion
Pursuant to Article 7 of the Law on Enterprise 2020, enterprises are entitled to decide business operations and choose their organizational structure; to autonomously select business lines, locations, and methods; and to proactively adjust their scale and scope of operations by themselves. Changes to enterprise registration contents depend on the enterprise’s needs.
As the name of the enterprise is included in the Enterprise Registration Certificate, the enterprise may change it in accordance with the aforementioned regulations.
3. Regulations for naming a joint stock company
Pursuant to Article 37 of the Law on Enterprise 2020:
- The enterprise name in Vietnamese must comprise two elements in sequence: Type of enterprise, and Distinctive name.
- For a joint stock company, the enterprise type is “Công ty cổ phần” (in English: Joint Stock Company) or the abbreviation “Công ty CP” (in English: JSC).
- The distinctive name may contain letters of the Vietnamese alphabet, the letters F, J, Z, W, numerals, and symbols.
III. Questions on naming joint stock companies
1. What are requested to implement if an expected enterprise name causes confusion?
Under Clause 1, Article 38 of the Law on Enterprise 2020, using an identical or confused name with an existing registered one constitutes a prohibited behavior.
Thus, If the expected name is confusingly similar to another but has not yet been registered with the competent authority, the owner should select another name compliant with the law and the company’s branding direction. In case, the enterprise still uses such a name, the business registration authority may reject the application.
2. Is it permissible to have an identical name?
Clause 1, Article 38 of the Law on Enterprise 2020 prohibits the use of an identical or confused name with an existing registered one, as stipulated in Article 41 of this Law.
Therefore, naming a joint stock company identically to another registered enterprise name is a statutory violation and is not permitted.
3. Prohibited names for joint stock companies
Article 38 of the Law on Enterprise 2020 prohibits:
- Names identical to or confusingly similar to existing registered ones (per Article 41).
- Use of names of State agencies, armed forces units, political organizations, socio-political organizations, socio-political-professional organizations, social organizations, or socio-professional organizations as part or all of the distinctive name, unless approved by the relevant organizations.
- Words or symbols historical traditions, culture, ethics, or public customs.
Therefore, when naming a joint stock company, it is prohibited to use the identical or confusing name; use the names of agencies, organizations, units; or obtain words and symbols as prescribed above.
4. Is it mandatory to display the company name at its headquarters?
Clause 4, Article 37 of the Law on Enterprise 2020 stipulates that the enterprise name must be displayed at the headquarters, branches, representative offices, and business locations. It must also be printed or written on transaction documents, dossiers, and publications issued by the enterprise.
Thus, the company name must be displayed at its registered headquarters after completing incorporation procedures.
5. Is registration required when changing a company’s name?
Pursuant to Article 28 and Clause 1, Article 30 of the Law on Enterprise 2020, as the enterprise name is recorded in the Enterprise Registration Certificate, any change requires registration with the business registration authority.
IV. Legal advisory services on naming joint stock companies
The above article presents NPLaw’s analysis of certain legal provisions on naming joint stock companies. With a team of experienced lawyers and legal consultants, NPLaw provides professional, reliable legal services to safeguard clients’ legitimate rights and interests
