8/25/17

Regulations and practical matters related to naming enterprise

 

Start-up or owning companies is more and more popular in Vietnam, ignore the statistics on rate of enterprises which cannot organize an anniversary party of 1-year or 5-years celebration. 

Regulations and practical matters related to naming enterprise, For establishing the company, there are too many issues need to be known, such as type of company, contributing capital, managing and organizing management, decentralize in dealing and signing the contract, managing risks, dividing profits and risks
For establishing the company, there are too many issues need to be known, such as type of company, contributing capital, managing and organizing management, decentralize in dealing and signing the contract, managing risks, dividing profits and risks … In addition, naming enterprise is also one of the most important thing. Preliminary review, people usually think it is a simple issue. But when entering into the details of regulations of Law on Enterprise relating to enterprise’s name, we realize that it is quite complicated. 

I. DEFINITION ON ENTERPRISE’S NAME

Name of Enterprise is collection of letter of Vietnam’s Alphabet, the letters “F, J, W, Z”, number and special symbols for distinguish an enterprise with the others.

II. STRUCTURE OF ENTERPRISE’S NAME

Name of enterprise includes two parts: type of enterprise and private name

1. Type of enterprise

Under regulations of Law on Enterprise, there are five types of enterprise, they are named:

(1) Joint stock Company;

(2) One member limited Company;

(3) Two or more members limited Company;

(4) Partnership Company; and

(5) Private enterprise.

2. Private name

Private name of enterprise is whole the remaining of enterprise’s name, which is located right after type of enterprise. So, private name is located before phrases: … Joint Stock Company; … limited Company. 

Example 1: We have an enterprise “Hong Ha Enterprise Consultant Limited Company”. It’s confused if considering Hong Ha as a private name of enterprise. But, according to regulations of law, private name of this enterprise is “Hong Ha Enterprise Consultant” because, the phrase “limited Company” is type of enterprise, so the rest is private name.

III. WAY TO SHOW THE NAME OF ENTERPRISE

There are three ways to show the name of enterprise: Vietnamese name, foreign language name, abbreviated name. 

1. Vietnamese name

It’s the compulsory regulation. An enterprise has to have Vietnamese name when establishing, and in compliance with regulations of the laws.

2. Foreign language name

Under regulations of Law on Enterprise 2014, the foreign language name must be accurately translated from Vietnamese name and we can use letters, characters in Latin system for naming. But in fact, some competent authorities which have the right to issue ERC, only accept English-name as the foreign language name. About this matter, these authorities maybe do not implement correctly regulations of law. Enterprises have the right and power to argue with mentioned-above authorities for naming enterprise’s name according to their expectation and regulations of laws.

Please consider together the below Example 2:

Example 2: A France investor, wants to establish a company in Vietnam, operating in home decoration. He expects to use the phrase “My parent’s home” as the name of enterprise to remember the place he was born, grown up and became an useful person for social. Besides, French (a language belongs to Latin system) is the foreign language he desires to use when translated from the Vietnamese name. He wants to keep the original of mother tongue, and also directly focus on the community of people speaking French in Vietnam, and show his character. Anyone who just need to see his enterprise’s name can understand that it is a French company or company of Frenchman.

So, Vietnamese name of this enterprise can be: Công ty TNHH Ngôi nhà của bố mẹ tôi.

English name (Foreign language name): My parents' home Limited Company;

French name (Foreign language name, too, Latin System): Entreprise de La maison de mes parents

3. Abbreviated name 

Abbreviated name of Enterprise is a shortening name, taking is a part of name, having or abbreviating the private enterprise’s name. The end of abbreviated name always is the abbreviation of enterprise’s type (Co.,ltd/ Jsc...)

Example 3: Hong Ha Consulting Co.,ltd

IV. PROHIBITION OF NAMING ENTERPRISE

There are four groups of prohibition of naming enterprise, include:

(i) Naming duplicate or make confuse with registered enterprise;

(ii) Using trademark name of commercial name is not obey regulations;

(iii) Using name of national authorities, armed forces …; and

(iv) Naming enterprise’s name be contrary to regulations of law, habits and customs, social morals.

Detail of these prohibitions will be presented by www.ikienthuc.com in article: Prohibitions of naming enterprise

Special thanks to Lawyer Nguyen Dinh Nghia – CEO of HongHa Legal Consultant Company Limited and Lawyer Le Minh Tuan for their time discussing and sharing information relating to this article.

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