Chương III Nghị định 78/2015/NĐ-CP: Đăng ký tên doanh nghiệp

Chapter III

REGISTRATION OF ENTERPRISE’S NAME

Article 17. Used names and confusing names

1. The enterprise or its founder must not use a name that is already used by another enterprise or easily confused with another enterprise’s name that is already registered on National Enterprise Registration Database; except for the names of enterprises that have been dissolved or declared bankrupt by the court.

2. A name is considered confusing in the following cases:

a) The cases prescribed in Clause 2 Article 42 of the Law on Enterprises;

b) The enterprise’s proper name is the same as another enterprise's name that has been registered.

3. The enterprise’s name in a foreign language must not coincide with another enterprise's foreign name that has been registered. The enterprise’s abbreviated name must not coincide with another enterprise's abbreviated name that has been registered. Regulations on avoidance of name coincidence are applied nationwide, except for the names of enterprises that have been dissolved or declared bankrupt by the court.

4. Enterprises operating under their investment licenses or certificate of investments (also the certificate of business registration) whose name are the same as or confused with other enterprises’ names on National Enterprise Registration Database are not required to change their names.

5. Enterprises whose names coincide or are confused with each other are recommended to negotiate about changing their names or adding geographical areas to their names as a distinguishing element.

Article 18. Other issues about naming enterprises

1. An enterprise’s name consists of two elements:

a) The enterprise’s type of business entity;

b) The enterprise’s proper name.

2. Before registering a name, the enterprise must check National Enterprise Registration Database for registered names.

3. Business Registration Offices are entitled to accept or reject enterprises’ selected names as prescribed by law. The decision given by the Business Registration Office is final.

4. Enterprises operating under their investment licenses or certificate of investments (also the certificate of business registration) may keep using their registered names and are not required to change their names.

Article 19. Enterprises’ names violating industrial property rights

1. It is prohibited to use a protected trade name, brand name, or geographical indication of an organization or individual as part of an enterprise’s proper name unless it is accepted by the owner of such protected trade name, brand name, or geographical indication. Before registering a name, the enterprise or its founder may check the database of industrial property authorities for registered brand names and geographical indications.

2. Regulations of law on intellectual property are the basis for identification of enterprises’ names that violate industrial property rights.

Enterprises are legally responsible if their names violate industrial property rights.  Every enterprise whose name violates industrial property rights must change its name.

3. Every holder of industrial property rights is entitled to request Business Registration Office to request the enterprise whose name violates industrial property rights to change its name. The holder of industrial property rights has the obligation to provide Business Registration Office with necessary documents prescribed in Clause 4 of this Article.

4. The Business Registration Office shall request the violating enterprise to change its name when receiving the notification from the holder of industrial property rights. Documents to be enclosed with the notification of the holder of industrial property rights:

a) A legitimate copy of the conclusion given by a competent authority that the enterprise’s name violates industrial property rights;

b) A legitimate copy of the certificate of registration of brand name or geographical indication; an extract of the national register of brand names and geographical indications protected by industrial property authority; a legitimate copy of the certificate of registration of international brand name protected in Vietnam issued by a industrial property authority.

5. Within 10 working days from the receipt of adequate documents prescribed in Clause 4 of this Article, Business Registration Office shall request the enterprise whose name violates industrial property rights to change its name within 02 months from the date of request. If such enterprise fails to change its name as requested by the aforementioned deadline, Business Registration Office shall notify a competent authority.

6. In case the notified authority issue a decision to impose an administrative penalty which requests the enterprise to change its name or remove violating elements from its name, if the violating enterprise still fails to comply with such request by the prescribed deadline, Business Registration Office shall request the enterprise to provide explanation as prescribed in Point c Clause 1 Article 209 of the Law on Enterprises. If the enterprise fails to provide explanation, Business Registration Office shall revoke the certificate of enterprise registration as prescribed in Point d Clause 1 Article 211 of the Law on Enterprises.

7. The Ministry of Planning and Investment and the Ministry of Science and Technology shall provide detailed guidance on this Article.

Article 20. Names of branches, representative offices, business locations

1. Names of branches, representative offices, business locations shall comply with Article 41 of the Law on Enterprises.

2. Apart from the Vietnamese name, the enterprise’s branch, representative office, or business location may register a foreign name and abbreviated name.

3. The phrase “công ty” and “doanh nghiệp” must not be used as part of the proper name of the enterprise’s branch, representative office, or business location.

4. When a state-owned enterprise is converted into a financially dependent unit after restructuring, its existing name before restructuring may be retained.