Business Name Registration and Considerations when Registering a Business Name

Business Name Registration And Considerations When Registering A Business Name

Every business, when established is associated with a name. The business owner usually chooses the business name which has its own meaning for each business. However, the law regulates the principles of registering a business name, which all businesses must comply with. In this week’s article, QUAN LIEU Service will guide you on how to register a business name in accordance with the legal requirements. 

1. Structure of the business name registration to be noted when registering a business name

The business name is divided into 3 types, including: 

  • Vietnamese name (common name): Mandatory
  • Foreign language business name: not mandatory
  • Abbreviated name of the business: not mandatory

The structure of the Vietnamese name of the business includes two elements: the type of business entity and the proper name of the business

  • Types of business entities: Vietnamese law stipulates 5 types of business entities as follows: Limited Liability Company (abbreviated as LLC); Joint Stock Company (abbreviated as JSC); Partnership (abbreviated as LP); Sole Proprietorship (abbreviated as SP).
  • Proper name: The proper name is written in the Vietnamese alphabet, the letters F, J, Z, W, numbers, and symbols.

Note: The commercial name, trademark, or geographical indication of an organization or individual that has been protected cannot be used to form the proper name of the business unless approved by the owner of the commercial name, trademark, or geographical indication. Before registering a business can refer to the registered trademarks and geographical indication stored in the database of the industrial property ownership management agency.

The business name must be displayed at the main office, branch, representative office, and business location of the business. The business name must be printed or written on transaction papers, documents, and publications issued by the business.

2. Instructions for looking up the business name registration 

Before registering a business name, the business name should refer to and search for names of businesses that have been registered in the national database of business registration

  • Step 1: Access the national portal for business registration information.
  • Step 2: Enter the exact name of the business you want to search for (the name you intend to register) and click “Search for business name”.
  • Step 3: A list of business names will be displayed. You will then know whether the name has been used/registered or not. If not, you can register that business name.

If you encounter difficulties in the search process, the QUAN LIEU Service will provide free preliminary search assistance

3. The prohibited things when registering business name registration 

To ensure a healthy competitive business environment, the law has regulated some prohibitions in naming a business as follows:

  • First, it is prohibited to use duplicate or confusing names.

It is prohibited to use a name that is identical or confusingly similar to the name of a business that has been registered in the national business registration database nationwide, except for businesses that have been dissolved or have a court decision declaring bankruptcy (Article 38, Law on Enterprises 2021 and Article 18, Decree 01/2021/NĐ-CP).

  • A duplicate name refers to the Vietnamese name of the proposed registered business being written exactly the same as the Vietnamese name of the registered business.
  • A confusingly similar name to the name of the registered business includes the following cases:
  • The Vietnamese name of the proposed registered business is pronounced the same as the name of the registered business;
  • The abbreviation of the proposed registered business name is the same as the abbreviation of the registered business name;
  • The foreign language name of the proposed registered business is the same as the foreign language name of the registered business;
  • The proper name of the proposed registered business is only different from the proper name of the registered business of the same type by a natural number, ordinal number, or Vietnamese alphabet letters F, J, Z, W immediately following the proper name of that business;
  • The proper name of the proposed registered business is only different from the proper name of the registered business of the same type by the symbols “&”, “.”, “+”, “-“, “_”;
  • The proper name of the proposed registered business is only different from the proper name of the registered business of the same type by the words “tân” immediately before or “mới” immediately after or before the proper name of the registered business;
  • The proper name of the proposed registered business is only different from the proper name of the registered business of the same type by the words “miền Bắc”, “miền Nam”, “miền Trung”, “miền Tây”, “miền Đông” or similar meanings.
  • Second, it is prohibited to use the names of the following agencies and organizations:

Prohibited to use the name of a state agency, armed forces unit, the name of political organization, political-social organization, socio-political-professional organization, social organization, or socio-professional organization as the whole or part of the proper name of the business, except for cases with the consent of that agency, unit, or organization.

    • Thirdly, it is prohibited to use language or symbols that violate the historical traditions, culture, ethics, and customs of the nation when naming a company. This is not only against the law, but also makes it difficult to gain market acceptance when the company name goes against the historical traditions, culture, ethics, or customs of the nation.
  • Fourthly, it is not allowed to use the trade name, trademark, or geographical indication of another organization or individual.

 It is prohibited to use trade names, trademarks, or geographical indications that are protected to form the unique name of the enterprise unless obtaining the consent of the owner of such trade name, trademark, or geographical indication. Prior to registering a business name, the founders of the business or the business itself should refer to the registered trademarks and geographical indications stored in the database of industrial property ownership managed by the state management agency (Article 17, Clause 1, Decree 01/2021/NĐ -CP).

4. Can an enterprise name be registered with the business name registration of a dissolved or bankrupt enterprise?

Pursuant Article 18 of Decree 01/2021/ND-CP stipulates as follows:

  • Business founders or businesses are not allowed to register a business name that is identical or confusingly similar to the name of another business that has been registered in the national database of business registration nationwide, except for businesses that have been dissolved or have a valid court decision declaring bankruptcy.
  • The Business Registration Office has the right to approve or reject the proposed business name according to the provisions of the law. To avoid duplicated or misleading business names and violations of regulations on business naming, the decision of the Business Registration Office is final. In case of disagreement with the decision of the Business Registration Office, the business can file a lawsuit according to the provisions of administrative litigation laws.
  • Businesses operating under an Investment License or Investment Certificate (which also serves as a Business Registration Certificate) or equivalent legal documents issued before July 1, 2015, can continue to use their registered business name and are not required to register for a name change in case of duplicated or confusingly similar names with those registered in the national database of business registration.
  • Encouraging and creating favorable conditions for businesses with duplicated or confusingly similar names to negotiate with each other for business name changes.

Based on the above regulations, businesses are not allowed to register a business name registration that is identical to the name of a dissolved or bankrupted business. For further legal advice on this matter, please contact Quan Lieu Services for quick and efficient consultation with the most cost-effective solution. You can contact us via hotline: 0966 222 840 or chat with our consultants on our website.

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