Does the company charter need to be stamped?

1. Does the company charter need to be stamped?

The company charter is one of the important documents in enterprise management and must be stored in the headquarter/other places prescribed in the company Charter during operation. However, the company charter must not be stamped in as prescribed by laws.

In accordance with Clause 1, Article 24, Law on Enterprise No. 59/2020/QH14, the company charter means the charter upon enterprise registration and the charter that is revised in the process of operation.

In accordance with Clause 3, Article 24, Law on Enterprise 2020The charter upon enterprise registration must bear full names and signatures of the objectives as follows:

• For the partnership: Members of the partnership;
• For the single-member limited liability company; The individual company owner or at-law representative of the institutional company owner;
• Limited liability companies with two or more members: Individual members and at-law representatives or authorized representatives of institutional members;
• For the joint stock companies: Individual founding shareholders and at-law representatives or authorized representatives of institutional founding shareholders;

The revised charter must bear the full names and signatures of:

• For the partnership: The chairperson of the Members’ Council;
• Single-member liability limited company: The owner, at-law representative of the owner or at-law representative
• Limited liability companies with two or more members and joint stock companies; The at-law representative

It can be seen that; the company charter must not be stamped with the company seal.
 

2. Must the company charter be stamped with a seal?

Currently, there are no regulations on the list of documents that are required to be stamped with a seal, accordingly, the company charter must not be stamped with a seal.

Point dd, Clause 1, Article 33, Decree No. 30/2020/ND-CP prescribes that:

dd) When affixing a seal on adjoining pages of a document or an appendix, the seal shall be affixed in the middle of the right edge of at most 5 sheets, covering part of these sheets.

Currently, documents that are affixed with seals have the aim to prevent document alteration or false results and ensure the accuracy and objectivity of the approved documents.

There are also so regulations on initials in documents. However, it is necessary to obtain the consent and unanimity of the company’s shareholders and members in composing the company charter.

3. Does the company charter need to be stamped with initials?

Pursuant to Article 24, Law on Enterprise 2020, the company charter must not be stamped with the initial for each page.

There are no documents defining the initial, the initial is in fact commonly used, it is normally placed at the end of the line/at the end of the paragraph/at the end of the page.

There should have a discussion, and agreement between the company’s shareholders and members in the process of drafting and implementing the company charter.

The company’s shareholders and members should have initials in the company charter in order to confirm the agreement with the charter content although it is not compulsory.