“Is this contract valid if it bears no seal?” — a very common question, rooted in the old habit of treating the seal as the “soul” of corporate documents. The answer under current law: YES — a company without a seal can sign contracts normally. Since the 2020 Enterprise Law, the law no longer requires companies to have a seal.
The legal framework: Article 43 of the 2020 Enterprise Law
Article 43 of the Enterprise Law 59/2020/QH14 provides that an enterprise itself decides on the type, quantity, form and content of the seals of its branches and representative offices. The obligation to notify the seal specimen to the business registration authority — which existed under the 2014 Enterprise Law — was abolished from 01/01/2021, when the 2020 Enterprise Law took effect. An update to note: Law 76/2025/QH15 (effective 01/7/2025) amends the 2020 Enterprise Law but does not touch Article 43 — the seal rules above remain unchanged.
Contract validity does not depend on seal stamping
A contract’s validity depends on the signature of the person with signing authority and on meeting the validity conditions for civil transactions in Article 117 of the 2015 Civil Code (competent parties, voluntariness, lawful purpose and content) together with the contract conditions in Article 401 — not on whether a seal is stamped. Two exceptions to remember: (1) the company’s own charter requires documents to be sealed for internal validity; (2) specialized legislation in certain fields requires a sealed form. Outside these two cases, a counterparty cannot invoke the “missing seal” to deny a contract’s validity.
A digital signature counts as a seal
Clause 1, Article 43 of the 2020 Enterprise Law further provides that a digital signature is deemed the enterprise’s seal in electronic transactions. Companies operating digitally may use digital signatures in place of a physical seal while preserving the document’s legal value.
Frequently asked questions
Must a company carve a seal upon establishment? No. Since 01/01/2021, companies decide for themselves whether to use a seal; many now operate with no physical seal at all.
What if the counterparty insists on a seal? That is a contractual/commercial habit, not a legal requirement. The parties may agree on it in the contract; if your charter does not require a seal, you may decline and the contract remains valid.
Do old documents sealed in the past remain valid? Yes. The abolition of seal obligations does not invalidate documents that were properly sealed before.
Need your charter reviewed, signing authority checked, or advice on seals and digital signatures? Reach us via the Contact page of FLAT Law Firm.
The information in this article is for reference only and does not constitute legal advice.
The legal content of this article is reviewed by FLAT’s AI Legal Council and submitted to the owner for approval; it is not an opinion of a licensed lawyer and does not replace legal advice for specific cases.
