Article 43 of Law on Entreprises 2020 stipulates the seal of an enterprise: A seal includes a seal made at a seal engraving establishment or a seal in the form of a digital signature in accordance with the law on electronic transactions; The enterprise shall decide on the type, quantity, form, and content of the seal of the enterprise, its branches, representative offices, and other units; The management and keeping of the seal shall comply with the provisions of the company’s charter or regulations issued by the enterprise, branch, representative office or another unit of the enterprise with the seal. Enterprises use seals in transactions as prescribed by law.
Thus, compared with the regulations on seals in Article 44 of Law on Entreprises 2014, Law on Entreprises 2020 has officially recognized the digital signature as the seal of the enterprise. This is completely new content compared to the provisions of Law on Entreprises 2014.
The concept of digital signature has been specified in Clause 6, Article 3 of Decree No. 130/2018/ND-CP detailing the implementation of the law on electronic transactions on digital signatures and digital signature authentication services such as: “Digital Signature” is a form of electronic signature created by the transformation of a data message using an asymmetric cryptographic system, whereby the person who obtains the original data message and the signer’s public key is precisely identifiable:
The above transformation is generated with the exact same private key corresponding to the public key in the same key pair; Content integrity of the data message since the above transformation is performed.
Accordingly, it can be understood simply, a digital signature is a form of electronic signature that is encrypted with data and information of an enterprise used to sign instead of signatures on documents and digital documents made in electronic transactions over the internet.
The electronic signature implement as a seal of the business contributes to helping businesses have more options in using the seal instead of just using the engraved seal as at present.
Furthermore, Law on Entreprises 2020 has removed the stipulation that “Before using, an enterprise is obliged to notify the seal sample to the business registration authority for public posting on the National Business Registration Portal. Karma”. The new regulations on corporate seals in Law on Entreprises 2020 above are completely consistent with the current development trend.
In the context of the industrial revolution 4.0, there are many other ways to authenticate business transactions, typically the use of digital signatures with full information about the business name, tax code, the scope of use… Many countries have successfully developed digital signature management systems in commercial transactions or administrative procedures, however, in Vietnam, this is still a new thing and few businesses use it. Therefore, in order to take advantage of the security features and information that digital signatures provide, society needs to be familiar with this new technology, to limit the situation of forging the seal or taking advantage of the improper use of the seal permission.
In short, the new regulation will improve the binding legality and responsibility for the legal/authorized representative when participating in transactions. Enterprises will focus more on decentralization of management and division of tasks and powers for managers. Along with that, other individuals and organizations when entering into contracts with enterprises will be more aware and require stricter requirements on the rights and authorities of the parties.