Rules on Confusing Enterprise Names under Vietnamese Law

What to do to be granted an enterprise name when registration of a single-member LLC is rejected because the enterprise name is confusing?

1. What is the structure of a single-member limited liability company name?

Under Clause 1, Article 37 of the Law on Enterprises 2020, the standard structure of a single-member limited liability company name includes:

“Article 37. Enterprise names

1. The Vietnamese name of an enterprise comprises the following two elements in order:

a) The enterprise type;

b) The proper name.

2. The enterprise type is written as ‘limited liability company’ or ‘LLC’ for limited liability companies; as ‘joint stock company’ or ‘JSC’ for joint stock companies; as ‘partnership’ or ‘PC’ for partnerships; as ‘private enterprise’ or ‘PE’ for private enterprises.

3. The proper name is written with letters of the Vietnamese alphabet, the letters F, J, Z, W, numerals and symbols.

4. The enterprise name must be affixed at the head office, branches, representative offices and business locations of the enterprise. The enterprise name must be printed or written on transaction papers, dossiers, documents and publications issued by the enterprise.

5. Based on this Article and Articles 38, 39 and 41 of this Law, the business registration authority has the right to refuse to approve the enterprise’s proposed registered name.”

2. What are the prohibitions in naming a single-member limited liability company?

Under Article 38 of the Law on Enterprises 2020:

“Article 38. Prohibitions in enterprise naming

1. Naming that is identical to or confusingly similar to the name of a registered enterprise as prescribed in Article 41 of this Law.

2. Using the name of a state agency, people’s armed forces unit, political organization, socio-political organization, socio-political-professional organization, social organization or socio-professional organization as all or part of the enterprise’s proper name, except with the approval of such agency, unit or organization.

3. Using words or symbols violating the nation’s historical traditions, culture, ethics and fine customs.”

3. What is a confusing name of a single-member limited liability company?

Identical and confusing names are prescribed in Article 41 of the Law on Enterprises 2020, specifically as follows:

“Article 41. Identical and confusing names

1. An identical name is where the Vietnamese name of the enterprise proposed for registration is written exactly the same as the Vietnamese name of a registered enterprise.

2. Cases deemed confusing with the name of a registered enterprise include:

a) The Vietnamese name of the enterprise proposed for registration reads the same as the registered enterprise’s name;

b) The abbreviated name of the enterprise proposed for registration is identical to the abbreviated name of the registered enterprise;

c) The foreign-language name of the enterprise proposed for registration is identical to the foreign-language name of the registered enterprise;

d) The proper name of the enterprise proposed for registration differs from the proper name of a registered enterprise of the same type only by a natural number, an ordinal number or a letter of the Vietnamese alphabet, or the letters F, J, Z, W written immediately after the registered enterprise’s proper name, with or without a space;

dd) The proper name of the enterprise proposed for registration differs from the proper name of a registered enterprise of the same type only by a symbol ” or ‘and’, ‘.’, ‘,’, ‘+’, ‘-‘, ‘_’;

e) The proper name of the enterprise proposed for registration differs from the proper name of a registered enterprise of the same type only by the word ‘tan’ immediately before or the word ‘moi’ written with or without a space immediately after or before the registered enterprise’s proper name;

g) The proper name of the enterprise proposed for registration differs from the proper name of a registered enterprise of the same type only by the phrases ‘mien Bac’, ‘mien Nam’, ‘mien Trung’, ‘mien Tay’, ‘mien Dong’;

h) The proper name of the enterprise is identical to the proper name of a registered enterprise.”

Thus, where the Business Registration Office refuses to approve the proposed registered name of the enterprise, you need to adjust the name of your single-member limited liability company so that it follows the correct structure, does not violate naming prohibitions, and is not identical to or confusingly similar to another enterprise’s name.

ANT Legal