Chương 3 Nghị định 43/2010/NĐ-CP về đăng ký doanh nghiệp: Đăng ký tên doanh nghiệp

Chapter III

REGISTRATION OF NAMES OF ENTERPRISES

Article 13. Names of enterprises

1. Enterprise names must be written in Vietnamese and pronounceable, may include letters F. J, Z and W. numerals and symbols, and consists of the following two elements:

a/ Type of enterprise, including limited liability company, in which the phrase limited 'liability' {trach nhiem huu han) can be abbreviated to 'TNHH'; joint-stock company, in which the word 'joint-stock' (cophan) can be abbreviated to 'CP'; partnership company, in which the word 'partnership' {hop danh) can be abbreviated to 'HD'; private enterprise, in which the word 'private' (tu nhan) can be abbreviated to 'TN'.

b/ Proper name of enterprise;

2. An enterprise can use its business line and investment form to form its proper name, provided that it has registered that business line or invested in that form.

3. Names of state economic groups shall be decided by the Prime Minister.

Article 14. Prohibitions in enterprise naming

1. An enterprise is not allowed to have a name which is identical or confusingly similar to that of another enterprise which has been registered nationwide, except enterprises with revoked enterprise registration certificates and dissolved enterprises. This provision will apply from January 1, 2011.

From the effective date of this Decree to December 31, 2010, the prevention of identical and confusing similar enterprise names shall be conducted within provinces and centrally run cities.

2. It is prohibited to use names of state agencies, people's armed forces units, political or socio-political organizations to form part or the whole of proper names of enterprises, unless it is permitted by those agencies, units or organizations.

3. It is prohibited to use words and signs in violation of historical and cultural traditions, ethics and fine customs of the nation and great personalities' names to form proper names of enterprises.

Article 15. Identical names and confusingly similar names

1. Having an identical name is the case in which the name of an enterprise applying for registration is written and read in Vietnamese in completely the same way as the name of a registered enterprise.

2. In the following cases, an enterprise name shall be considered confusingly similar to that of another enterprise:

a/ The name in Vietnamese of the enterprise applying for registration is read in the same way as the name of a registered enterprise:

b/ The name in Vietnamese of the enterprise applying for registration differs from the name of a registered enterprise only in the symbol "&"; the dash "-" or the word "and";

c/ The abbreviated name of the enterprise applying for registration is identical to that of a registered enterprise;

d/ The name in a foreign language of the enterprise applying for registration is identical to the name in that foreign language of a registered enterprise;

e/ The proper name of the enterprise applying for registration differs from that of a registered enterprise in one or several cardinal number(s), ordinal number(s). or one or several Vietnamese letter(s) (A. B. C,...) which stand(s) right after the enterprise name, unless the enterprise applying for registration is a subsidiary of the registered enterprise;

f/ The proper name of the enterprise applying for registration differs from that of a registered enterprise in the word "tan" (new) standing in front of or "mo/" (new) after the name of a registered enterprise;

g/ The proper name of the enterprise applying for registration differs from that of a registered enterprise only in the words meaning Northern. Southern. Central. Western. Eastern or words of similar meaning, unless the enterprise applying for registration is a subsidiary of the registered enterprise;

h/ The proper name of the enterprise is identical to that of a registered enterprise.

Article 16. Other issues related to enterprise naming

1. Enterprises that have registered their names in compliance with Decree No. 88/2006/ND-CP but not in compliance with Clause 1. Article 14 of this Decree are not required to register for renaming. Enterprises with identical or confusingly similar names are encouraged and facilitated to negotiate with one another and register to change their names or add geographical names as an element distinctive of their names.

2. Before registering their names, enterprises should refer to the names of all enterprises currently in operation on the national enterprise registration database.

3. Business registration offices may accept or reject proposed enterprise names in compliance with law and their decisions are final.

Article 17. Handling of cases in which enterprise names violate industrial property regulations

1. It is prohibited to use trade names, marks or geographical indications of organizations and individuals already under protection to form proper names of enterprises, unless consent of owners of those trade names, marks or geographical indications is obtained. Before registering their names, enterprises may refer to registered marks or geographical indications already on the database on marks and geographical indications operated by the National Office of Industrial Property of the Ministry of Science and Technology.

2. Bases for identifying an enterprise name infringing upon industrial property rights comply with the law on intellectual property.

Enterprises shall be held responsible before law for naming themselves in violation of intellectual property regulations. In case an enterprise name violates regulations on protection of industrial property rights, the enterprise bearing that name shall register for change of its name.

3. Industrial property owners may request business registration offices to request enterprises whose names infringe upon their industrial property rights to change their names as appropriate. Industrial property owners shall supply to business registration offices necessary documents specified in Clause 4 of this Article.

4. Business registration offices shall issue notices requesting infringing enterprises to change their names upon being notified by industrial property owners of infringements upon industrial property rights. Enclosed with a notice of an industrial property owner must be the following:

a/ A true copy of a competent agency's written conclusion that the use of the enterprise name infringes upon industrial property rights;

b/ A true copy of the mark or geographical indication registration certificate or an excerpt of the national register of marks and geographical indications granted by the National Office of Intellectual Property for a mark or geographical indication; a true copy of the certificate of internationally registered mark protected in Vietnam or a copy of the international mark official gazette of the World Intellectual Property Organization or the industrial property official gazette with certification by the National Office of Intellectual Property for an internationally registered mark; a document proving that the trade name is used lawfully and continuously before the disputed enterprise name is registered.

5. Within 10 working days after receiving all papers specified in Clause 4 of this Article, a business registration office shall issue a notice requesting the enterprise with the infringing name to change that name and carry out renaming procedures within 2 months after the notice is issued. Past that time limit, if the enterprise fails to change its name as requested, the business registration office shall notify the case to a competent state agency for handling under the law on intellectual property.

Article 18. Names of branches, representative offices and business places

1. Names of branches, representative offices and business places must be written in Vietnamese and pronounceable, and may include letters F. J. Z and W, numerals and symbols.

2. The name of a branch, representative office or business place must bear the enterprise name followed by the word "branch" (chi nhanh) for registration of the setting up of a branch, or the phrase "representative office" (van phong dai dien) for registration of the setting up of a representative office, or the organizational form of the business place.

3. Names of state enterprises transformed into dependent accounting units to meet reorganization requirements may be kept intact.