When investors decide to go full-steam into setting up a business in Vietnam, selecting a trading name for the company is the first step. Even though foreign-owned companies are entirely at the discretion of business-owners, they remain subjected to Vietnamese business laws, including business naming regulations. This article provides a starter-pack on company naming regulations in Vietnam.
Things to avoid when naming a company in Vietnam
There are several mistakes that can get your business registration application rejected by the Business registration office:
- Using the script of a foreign language in the proper name (Example: Classical chinese script);
- Using names that are identical or nearly similar to that of a state agency, organization, or previously registered enterprise in Vietnam (more below on Copyrights of Company names);
- Under Circular 10/2014 by the Ministry of Culture, Sport, and Tourism, it is not permitted for companies to use names identical to (1) the name of a historically famous person (Example: Phan Boi Chau Joint Stock Company); (2) Vietnam’s earlier country names (Example: Dai Viet Company Limited); or (3) names of individuals or words/symbols that are deemed offensive to national historical and cultural values.
Reserving a company name
When registering a foreign business in Vietnam, investors must register the company’s Vietnamese name, Foreign language name, and Abbreviated name.
While a Vietnamese name is required for licensing procedures, once registration is approved investors can choose to promote the business under any of the registered names.
- Vietnamese name
Type of legal entity + proper name
Types of legal entity are normally abbreviated in Vietnamese:
- Limited liability company: Công ty TNHH (Trách nhiệm hữu hạn)
- Joint stock company: Công ty CP (Cổ phần)
- Partnership: Công ty HD (Hợp doanh)
- Private enterprise: DNTN (Doanh nghiệp tư nhân)
- Branch, representative office: Chi nhánh or Văn phòng đại diện
SEE MORE: Types of legal entity in Vietnam
The proper name is written using the Vietnamese alphabet, the letters F, J, Z, W, digits and symbols.
- Foreign language and abbreviated names
The company name in a foreign language is the name translated from Vietnamese into a foreign language that uses the Latin alphabet. When translated, the company’s proper name may be kept unchanged or translated into a foreign phrase (Example: Rong Vang JSC or Golden Dragon JSC).
The abbreviated name of a company can be derived from either its Vietnamese name or foreign name (Example: Công ty CP Viettonkin or Viettonkin JSC).
The foreign name must appear in a smaller size than the enterprise’s Vietnamese name at the company’s headquarter, branches, representative offices, business locations, and on its documents and publications.
Once investors settle on the name of the company, they can reserve the business name by:
- Verify that the trade name conforms to Vietnamese copyright laws;
- Reserve the Vietnamese name and foreign name with the Vietnam Trade Register;
- Submit the abbreviated name to the Companies Registry.
The Trade register of Vietnam, referred to as the Business registration office, is the official body providing services for company name reservation and verification, business registration application processing, and company documents issuing. All paperwork regarding the status of businesses is handled and stored at the office.
How can a company change its name?
A change in the company’s name may occur at some point under several circumstances, the most common of which being:
- A change of activities or goods and services of the company results in the current name being unable to represent the company
- A company undergoing Mergers & Acquisitions takes the name of the taking-over business.
- The current name is deemed problematic or causes confusion
When that happens, the company owners must fill out a notification and request to the Trade Register for changing the company names and complete the due procedure, which includes:
- Amending the company’s Memorandum and Articles of Association with the new name;
- Notifying all relevant authorities regarding the change;
- Changing the name on all official documents and the company seal.
Rights to company names
Rights to company names (also referred to as trade names) are automatically protected under Vietnamese IP laws when it is capable of distinguishing the business entity bearing the name from other business entities operating in the same field. A trade name is considered distinctive, thus entitled to copyrights protection, if it comprises a proper name which is NOT:
- Identical with or confusingly similar to the trade name of an already registered company within the same field or locality;
- Identical with or confusingly similar to another person’s mark or a geographical indication protected by law.
A trade name is considered confusingly similar if :
- Either the Vietnamese name, foreign name or abbreviated name is similar.
- The proper name of the company is different from the same-type registered company by a cardinal number, ordinal number, symbol, or letter in Vietnamese or English alphabet immediately following the proper name.
Example: “Viettonkin JSC” and “Viettonkin 1 JSC”, “Viettonkin X JSC”, “Viettonkin’ JSC”
- The proper name of the company is different from the same-type registered company by the word “New”, “Tan, “Moi”, or “North”, “East”, “South”, “West” or words in a similar vein.
All indications of commercial acts of an enterprise that are not distinctive according to the above criteria will be regarded as infringements of Vietnamese intellectual property rights. In this case, company registration will be rejected by the Business registration office.
SEE MORE: IP laws and protection in Vietnam.
To sum up, these are the first guidelines to get you started on your business endeavor in Vietnam. Company name reservation can be a simple and trouble-free process once you understand the basic principles of the Vietnamese company naming regulation. Our legal specialists are always ready to assist you with any procedures of company naming and changing name.