Regulations on confusing business names according to Vietnamese law

Registering to establish a single-member limited liability company but being refused because the business name is confusing, what should you do to get a business name?

1. What is the structure of a 1-member Limited Liability Company name?

According to the provisions of Clause 1, Article 37 of the Law on Enterprises 2020, the standard structure of a 1-member Limited Liability Company name includes:

“Article 37. Enterprise name

1. Vietnamese name of the enterprise includes: includes two elements in the following order:

a) Type of enterprise;

b) Personal name.

2. Type of enterprise is written as “limited liability company” or “limited liability company” for limited liability company; written as “joint stock company” or “joint stock company” for joint stock company; partnership” or “HD company” for a partnership; written as “private enterprise”, “DNTN” or “TN enterprise” for a private enterprise.

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

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

5. Pursuant to the provisions of this Article and Articles 38, 39 and 41 of this Law, the Business Registration Authority has the right to refuse to approve the proposed registration name of the enterprise.”

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

Pursuant to Article 38 of the Law on Enterprises 2020:

“Article 38. Prohibitions in naming an enterprise

1. Naming the same or causing confusion with the name of a registered enterprise is specified in Article 41 of the Law hey.

2. Using the names of state agencies, people’s armed forces units, names of political organizations, socio-political organizations, socio-political-professional organizations, social organizations, socio-professional organizations as all or part of the enterprise’s proper name, unless approved by that agency, unit or organization.

3. Using words and symbols that violate the historical, cultural, ethical traditions and fine customs of the nation.”

3. What is the confusing name of a 1-member limited liability company?

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

“Article 41. Same name and confusing name

1. Duplicate name is the Vietnamese name of the enterprise requesting registration written exactly the same as the Vietnamese name of the registered enterprise.

2. Cases that are considered confusing with the name of a registered enterprise include:

a) The Vietnamese name of the enterprise requesting registration is read the same as the registered enterprise name;

b) The abbreviated name of the enterprise requesting registration is the same as the abbreviated name of the registered enterprise;

c) The name in a foreign language of the enterprise requesting registration is the same as the name in a foreign language of the registered enterprise;

d) The proper name of the enterprise requesting registration is only different from the proper name of a registered enterprise of the same type by a natural number, an ordinal number or a letter in the Vietnamese alphabet, the letters F, J, Z, W are written immediately or immediately after the proper name of that enterprise;

d) The proper name of the enterprise requesting registration is only different from the proper name of a registered enterprise of the same type by the symbol “&” or “and”, “.”, “,”, “+”, “-“, “_”;

e) The proper name of the enterprise applying for registration is only different from the proper name of a registered enterprise of the same type by the word “new” immediately before or the word “new” written right after or before the proper name of the registered enterprise;

g) The proper name of the enterprise requesting registration is only different from the proper name of a registered enterprise of the same type by the phrase “Northern”, “Southern”, “Central”, “Western”, “Eastern”;

h) The enterprise’s proper name is the same as the registered enterprise’s proper name.”

Thus, in case the Business Registration Office refuses to approve the proposed registered name of the business, you need to adjust the name of your Single-Member Limited Liability Company so that it has the correct structure, does not violate the naming prohibitions, and does not overlap or cause confusion with other business names.