Vietnam Business Law

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Role of corporate seal in Vietnam

It is reported that Vietnam is among a few remaining countries where corporate seals (con dấu) are still used and have an important role. Technically, under Decree 58/2001, a seal represents the legal status and “confirm” (khẳng định) the legal validity of documents issued by the relevant organisations. The word “confirm” suggests that a document without seal can still be legally valid and binding if it is signed by the legal representative of the relevant company or his/her authorised representatives. However, without a corporate seal, a company may find it difficult to operate. This is because Government authorities tend to put much importance on the corporate seal and may refuse to recognise a document without seal. As such, in a majority acquisition, at closing, the new majority shareholder should try to get possession or control of the corporate seal, if possible.

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