According to the 2020 Enterprise Law, the regulations on the obligation to notify the seal sample have been removed. This is one of the new points compared to the 2014 Enterprise Law. Under the provisions of Article 43 of the Enterprise Law 2020, the Enterprise’s seal can be physical or digital as prescribed by e-transaction laws. So, what is the validity of the seal can be physical (temporarily called a physical seal) or the seal can be digital as prescribed by e-transaction laws (temporarily called a digital signature), how is it applied in practice and which seal should enterprise choose? KAV Lawyers would point some legal opinion on this issue to help reader achieve the knowledge on the valuation and practicable of the seal following the 2020 enterprise law.
Regarding the physical seal, it can be said that this method is more familiar to enterprise. Using physical seal is considered a form to ensure that document is made by the enterprise itself. However, at present, specific regulations on the form of stamping on documents for enterprises are still lacking, but in general, at present, enterprises often refer to and apply regulations on how to stamp seal for state agencies as specified in Decree No. 30/2020/ND-CP on clerical work. Sometimes, in the process of working related to state administrative procedures, a number of dossier-receiving specialists also ask the enterprise to supplement documents due to not matching the seal position with the signature position or lacking of affixed seal on documents. This thing somehow creates difficulties for enterprises when doing the work relating to administrative procedures.
Regarding digital signatures, it is considered as State’s effort in simplifying administrative procedures; the vadility of digital signatures has been previously stipulated in Decree No.130/2018/ND-CP, specifically: Clause 6 Article 3 Decree No.130/2018/ND-CP: “Digital signature: is a form of electronic signature created by converting a data message using an asymmetric cipher system, whereby the person gets the original data message and the public key of the exact signer can be identified.” Article 8 of Decree No.130/2018/ND-CP provides for the validity of digital signatures: “In cases where the law requires a document to be signed, the requirement for a data message is met if the data message is signed with a digital signature and the digital signature is secured as prescribed in Article 9 of this Decree; In cases where the law requires a document to be stamped by an agency, such requirement for a data message is considered to be met if the data message is signed by a digital signature of the agency or organization Such function and digital signature are secured according to the provisions of Article 9 of this Decree.”
Put it simply, a digital signature is a device that can be connected through a computer, replacing the signature of the legal representative and the seal of the enterprise by the organization providing services on providing digital signature authentication. Theoretically, the digital signature or signature of the legal representative and the seal of the enterprise will have equal legal value. However, how can a document be digitally signed in accordance with regulations, especially for documents printed on paper, the determination of whether the signature on it is by the owner or by manipulating the collage technique is something that is very difficult to distinguish at the time.
In short, nowadays, businesses still need to use two types of signs in parallel, one is a physical seal, the other is a digital signature. The 2020 enterprise Law in particular and Vietnamese law, in general, are moving towards a routine to simplify administrative procedures, however, it is a long way, in need of amendments and adjustments to the legal content laws but also in sync with the portal system, receiving data …
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