When establishing a business or changing information about foreign shareholders in Vietnam, many companies often wonder whether a law stamp is required on documents related to business registration. The answer is no, it is not mandatory. This has been clearly stipulated in the Law on Enterprises 2020 as well as in Decree 01/2021/ND-CP issued by the Government. The regulation concerning the law stamp is particularly significant for businesses with foreign elements, helping to streamline administrative procedures and make them more flexible.
Regulation on Not Needing a Law Stamp
According to Article 4 of Decree 01/2021/ND-CP, when carrying out business registration procedures, businesses are not required to affix a stamp on documents such as the application for business registration, notifications of changes to business registration content, resolutions, decisions, or meeting minutes included in the business registration dossier. This regulation on the law stamp allows businesses to save time and facilitates the process of registering and changing business information, especially when registering online via electronic information networks.
As such, the non-mandatory nature of the law stamp has enabled businesses to be more flexible in their procedures, reducing unnecessary obstacles. This is particularly noteworthy for businesses with foreign elements that wish to quickly complete their documentation without having to comply with complex stamping requirements.
Case Study: Court Ruling at Hai Duong People’s Court
One of the clearest examples of the application of this regulation is a case at the Hai Duong People’s Court with Judgment No. 09/2023/HC-ST. The case involved a request to annul the business registration certificate due to disputes regarding changes in the legal representative of a company with foreign elements.
In this case, Mr. Zhang Guo Y filed a petition to annul the second and third amended business registration certificates, arguing that these changes were made without his consent and alleging forgery of signatures. One of the debated issues was the validity of the documents in the business registration dossier without a law stamp.
Court’s Determination
The court, referring to the provisions of Article 4 of Decree 01/2021/ND-CP, made the following determination:
“Based on the notification of changes to the legal representative of Company C3 submitted to the business registration authority, the issuance of amended business registration certificates, second on September 23, 2022, and third on December 9, 2022, for Company C3 complies with legal regulations, in line with Decree 01/2021/ND-CP of the Government on business registration. Businesses are not required to affix a stamp on the application for business registration, notification of changes to business registration content, resolutions, decisions, or meeting minutes in the business registration dossier.”
The court acknowledged that documents related to changes in the legal representative were not required to have a stamp to be considered valid. This is consistent with the provisions of Article 4 of Decree 01/2021/ND-CP. Furthermore, the court emphasized that the changes in legal representative were carried out correctly and within the proper authority, without any legal violations.
Implications for Businesses with Foreign Elements
The non-requirement of a law stamp on business registration documents allows businesses with foreign elements to more easily carry out administrative procedures, especially when handling tasks remotely or through online platforms. This also demonstrates the flexibility and adaptability of Vietnam’s legal system to the practical needs of businesses.
In the current context, where the international business environment is becoming increasingly complex, simplifying legal processes such as the non-mandatory law stamp brings significant benefits to businesses. Foreign investors, particularly those planning to establish a business in Vietnam, should understand and leverage this advantage to minimize costs and time.
Conclusion
Therefore, businesses need not worry about stamping when changing foreign shareholders or registering a new business. The regulation on the law stamp has been confirmed by the Law on Enterprises 2020 and Decree 01/2021/ND-CP and has been acknowledged by courts through practical cases. Understanding and complying with these regulations will help businesses save time and costs while enhancing operational efficiency.
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More on this subject is collected under Vietnam commercial contract law.
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