A company seal is a special asset with high legal value and significant risks if misused, lost, or handed over without clear documentation. The seal handover minute is the most crucial administrative document, accurately recording the time, condition, and responsibility of transferring the seal from the old holder to the new one, helping to clearly define who is legally responsible in case of an incident. This is not just an administrative procedure but also a “shield” protecting the organization from risks of fraud, disputes, or criminal liability. In this article, we will provide a detailed introduction to what a seal handover minute is, its purpose, legal role, practical importance, and the legal basis according to Decree 99/2016/ND-CP, Decree 56/2023/ND-CP, and the latest regulations – helping you understand and create accurate and secure minutes for seal management in 2026!

1. General Introduction to Seal Handover Minutes

A seal handover minute is an official administrative document created between the handing-over party (the former seal holder, treasurer, chief accountant, unit leader, etc.) and the receiving party (the newly assigned seal manager) to record the transfer of the corporate seal (round seal, title seal, embossed seal, etc.) in a transparent, clear, and responsible manner.

This document details:

  • Seal information (form, engraved content, registration number, date of issue).
  • Condition of the seal at the time of handover (intact, damaged, remaining ink, etc.).
  • Time and place of handover.
  • Commitment of the receiving party regarding the responsibility for managing, using, preserving, and reporting incidents.
  • Confirmation signatures of the parties (often with a witness or a representative of the leadership).

General introduction to seal handover minutes
General introduction to seal handover minutes

Legal and administrative role:

The seal handover minute is an important legal document that clearly defines the moment of transferring responsibility for the seal’s use, helping to determine who is accountable for any wrongdoing related to the seal (e.g., fraudulent stamping, misuse of the seal causing damage). This is a mandatory document in internal administration, especially during personnel changes (resignation, transfer, appointment to a new position involving the seal).

Importance

  • Defining responsibility: Helps to clearly delineate the legal responsibilities of the former and new holders in case of incidents related to the seal (fraud, forgery, misuse).
  • Ensuring process transparency: Ensures the seal handover is conducted openly, with evidence, avoiding situations of a “lost seal” or “unclear custody.”
  • Preventing risks and disputes: Serves as a solid legal basis during inspections or investigations by state agencies (police, inspectors) or in cases of internal disputes or litigation related to the seal.
  • Legal compliance: According to Decree 99/2016/ND-CP (on management and use of seals), Circular 01/2021/TT-BKHĐT, and new regulations on seal management (from January 1, 2025), enterprises and agencies must create a handover minute when changing the seal holder, especially when re-registering the seal or transferring a position.
  • Serving inspection and control: It is a mandatory document for internal audits, tax inspections, and examinations by business registration agencies or the police to verify the seal management process.

A seal handover minute is not just an administrative procedure but also an essential legal tool to define responsibility, ensure transparency in the administrative process, and prevent risks related to the seal – one of the most important legal assets of businesses and state agencies in Vietnam.

2. Cases Requiring a Seal Handover Minute

Handing over a seal is a mandatory process under Vietnamese law to ensure transparency, clearly define user responsibility, and avoid legal risks associated with the corporate seal – a special asset of businesses and state agencies. Creating a seal handover minute is not just an administrative procedure but also a preventive measure against disputes, fraud, and misuse of the seal causing damage. Below are common cases that require a seal handover minute (updated according to Decree 99/2016/ND-CP, Decree 30/2020/ND-CP, Circular 01/2021/TT-BKHĐT, and the latest regulations for 2026):

Internal Handover within a Business/Organization

This is the most common case, occurring when there is a change in the person directly managing and using the seal within the unit.

  • When changing the seal manager (Director, Chief Accountant, Head of Department): When appointing, dismissing, transferring, or upon the resignation of the seal holder (usually the legal representative, chief accountant, or an authorized employee). The minute must record the time of transfer, the condition of the seal, and the commitment of responsibility from the new holder.
  • Handover to the clerical or archival department: When transferring the seal from the direct user to the clerical or archival department for centralized management (commonly applied in state agencies and large enterprises).
  • Temporary handover to an authorized person: When the seal holder is absent for an extended period (business trip, leave, illness), a temporary handover is made to a legally authorized person. The minute must clearly state the temporary period and the conditions for return.

Seals That Are No Longer Valid

When a seal is no longer valid (registration expired, change in business information, or business cessation), a handover minute must be created for handling according to regulations.

  • Handover for historical archiving: According to Decree 30/2020/ND-CP and Decision No. 22/2021/QD-TTg (on document archiving), old seals must be handed over to the unit’s archival department or a state archival agency for historical preservation and reference.
  • Handover for destruction: When a business is dissolved, ceases operations, or the seal is revoked, a handover minute must be created to transfer the seal to the business registration agency (Department of Planning and Investment) or the police for destruction as regulated (accompanied by a destruction minute).

Other Special Cases

  • When the seal is deformed, worn, or damaged and needs re-registration: Create a handover minute for the old seal to be submitted to the business registration agency or the police for revocation, while simultaneously registering a new seal.
  • When a business is divided, separated, merged, or consolidated: According to the 2020 Law on Enterprises, a seal handover minute must be created between the new/old legal entities to define responsibility for seal use during the restructuring process.
  • When a lost seal is found after its validity has been canceled: Create a handover minute for the recovered seal to be submitted to the business registration agency for handling as regulated (it may be destroyed again or archived).
  • Handover of professional seals (military, national defense sectors): According to Circular 138/2021/TT-BQP (Ministry of National Defense), professional seals (title seals, military embossed seals) require a strict handover minute when changing the manager, witnessed by a security unit or the national defense seal management agency.

A seal handover minute is mandatory in all cases of changing the manager, expiration of validity, business restructuring, or special handovers. Creating a timely and detailed minute helps to clearly define legal responsibility,

Decree 56/2023/ND-CP amending and supplementing a number of articles of Decree 99/2016/ND-CP

This decree updates and supplements regulations on seal management in the context of digital transformation and administrative procedure simplification (effective from 2023–2026):

  • Adds regulations on digital seals (electronic seals), managing electronic seals as equivalent to physical seals.
  • Requires a seal handover record to be made when changing the legal representative or the person authorized to use the seal.
  • Provides stricter regulations on the responsibility of the seal manager in case of violations.

Decree 30/2020/ND-CP dated March 5, 2020, on clerical work

  • Regulates the management and use of seals in administrative clerical work (applicable to state agencies, political-social organizations).
  • Articles 16–18: Require a seal handover record to be made when changing the person in charge of clerical work and archives; recording the seal’s condition, quantity, and time of handover.
  • Emphasizes the responsibility to preserve and use the seal correctly according to authority and to report immediately in case of incidents (loss, damage, forgery).

Other related legal documents

  • Circular 138/2021/TT-BQP (Ministry of National Defense): Regulates the management of professional seals in the military and national defense sectors (title seals, military embossed seals), requiring strict handover records when changing the manager.
  • Law on Enterprises 2020 (Articles 68–70): When an enterprise is divided, separated, merged, consolidated, or dissolved, a seal handover record must be made between the new/old legal entities.
  • Decree 01/2021/ND-CP (on enterprise registration): Regulates the re-registration of seals when enterprise information changes, requiring a handover record for the old seal.

Prohibited acts regarding seals and legal liability for violations

According to Article 6 of Decree 99/2016/ND-CP (amended by Decree 56/2023/ND-CP), the following acts are prohibited:

  • Forging, erasing, or altering seals.
  • Using seals for improper purposes or without proper authority.
  • Handing over seals to unauthorized individuals.
  • Failing to create a handover record when changing the manager.

Legal liability for violations:

  • Administrative: Fines from 5–50 million VND (Decree 144/2021/ND-CP).
  • Criminal: If causing serious damage (forging seals, using forged seals to appropriate property) – criminal prosecution under Article 341 of the 2015 Penal Code (crime of forging seals, documents).
  • Civil: Compensation for damages if causing harm to organizations or individuals (Article 280 of the 2015 Civil Code).

The Vietnamese legal system strictly regulates the management and handover of seals to ensure safety, transparency, and accountability. A seal handover record is a mandatory document in all cases of changing managers, expiration of use, or organizational restructuring, helping to clearly define legal responsibilities and prevent the risks of fraud and misuse of seals.

4. Guide to Creating a Standard Seal Handover Record

A seal handover record is a mandatory administrative document required by Vietnamese law (Decree 99/2016/ND-CP, amended by Decree 56/2023/ND-CP, and Decree 30/2020/ND-CP on clerical work), aimed at ensuring transparency and clearly defining the time and responsibility for transferring the seal – a special legal asset of an agency, organization, or enterprise. The creation of the record must strictly adhere to the format of administrative documents and core content to ensure the record has the highest legal validity, serving for inspection, auditing, or dispute resolution. Below is a detailed guide on how to create a standard seal handover record.

Requirements for form and format of the document

The record must be presented in the standard administrative document format (Decree 30/2020/ND-CP):

National Emblem, Motto: Centered, bold, font size 14–16:
SOCIALIST REPUBLIC OF VIETNAM

Independence – Freedom – Happiness

Record Title: Bold, font size 14–16, centered:
SEAL HANDOVER RECORD

  • (Re: Handover of the corporate seal upon change of manager / expiration of use / transfer of position…)
  • Reference Number (if the unit has a document numbering regulation): Example: No.: 01/BB-BG-CD/2026

Time and place of record creation: Record the exact minute:
At … hours … minutes, on … (day) … (month), 2026

At: … (e.g., Management Office – XYZ Co., Ltd., 3rd floor, 123 Le Loi Street, District 1, Ho Chi Minh City)

Core content of the handover record

  1. Information of the handing-over party:
    • Full name: ………………………………………………………..
    • Position: ………………………………………………………..
    • Department/Unit: ………………………………………………..
    • ID/Citizen ID No.: ……………………………………………………
    • Contact information: Phone number, email
  2. Information of the receiving party: Same as above (full name, position, department, ID/Citizen ID No., contact).
  3. Information about the seal:
    • Type of seal: Corporate round seal / Title seal / Embossed seal / Professional seal…
    • Quantity of seals: … seal(s) (specify each type if there are multiple).
    • Detailed description of the seal:
      • Engraved content: Unit name, tax code, shape (round, square).
      • Size: Diameter … mm.
      • Ink color: Red / Blue / Purple…
      • Condition: Intact / Expired / Worn, damaged (describe specifically).
      • Registration number: No. … issued by the Business Registration Office – Department of Planning and Investment on … (date)
    • Seal impression: Make a test impression directly on the record (in red ink) or attach a photo of the seal impression (clearly state “See appendix for seal impression photo”).
  4. Reason for handover: State specifically:
    • Change of seal manager (appointment/dismissal of Director, Chief Accountant, Head of Department…).
    • Expiration of use (expired, change in enterprise information).
    • Temporary transfer (manager is absent for a long period).
    • Handover for storage/destruction (enterprise dissolution, merger).
    • Other special reasons (seal is damaged, recalled…).
  5. Accompanying documents:
    • Certificate of seal sample registration (copy).
    • Decision on appointment/dismissal of the seal manager.
    • Power of attorney (for temporary handover).
    • Seal inventory record (if any).
  6. Commitments and responsibilities of the parties:
    • The receiving party commits to: Manage, use, and preserve the seal in accordance with legal regulations; bear legal responsibility for loss, damage, misuse, or improper use.
    • <li style="font-weight: 400;" aria-level="2A standard company seal handover record is a mandatory document to define legal responsibility, ensure transparency in the administrative process, and prevent the risk of seal misuse.

      5. Common Company Seal Handover Record Templates

      The company seal is the “legal soul” of a business or organization. Any changes in its management, use, or disposal must be recorded transparently and clearly to avoid legal risks, fraud, or criminal liability. A common company seal handover record is a mandatory administrative document that helps pinpoint the exact time of responsibility transfer, the condition of the seal, and the commitment to its proper storage and use. In this section, we have compiled the most common company seal handover record templates, from handovers due to a change in manager, transfers to the archives/clerical department, handovers of expired seals for storage/destruction, to handovers of professional seals in specialized industries. All templates follow a standard structure, are easily editable in Word files, and come with detailed instructions and legal notes for immediate application, ensuring safety, transparency, and strict compliance with Decree 99/2016/NĐ-CP and the latest regulations.

      Template 1: Seal Handover Record for Change of Manager

      When there is a change in the legal representative, chief accountant, treasurer, or an employee authorized to manage the seal (due to appointment, dismissal, resignation, or transfer), a seal handover record is a mandatory document to clearly define the moment of responsibility transfer. This template details the seal’s information, its condition, the commitment to its safekeeping, and the legal responsibilities of the recipient. It helps businesses avoid risks of seal misuse, fraud, or internal disputes, while complying with Decree 99/2016/NĐ-CP and Decree 56/2023/NĐ-CP.

      Seal handover record template for change of manager
      Seal handover record template for change of manager

      Download the Seal Handover Record Template for Change of Manager Now

      Template 2: Seal Handover Record for Transfer to the Archives/Clerical Department

      When transferring a seal from a direct user to the clerical or archives department for centralized management (common in state agencies and large enterprises), a seal handover record ensures transparency, security, and compliance with clerical work regulations (Decree 30/2020/NĐ-CP). This template clearly records the seal’s condition, quantity, the commitment to its safekeeping, and the responsibilities of the clerical department, helping the organization tightly control seal usage and prevent loss or misuse during storage.

      Seal handover record template for transfer to the archives/clerical department
      Seal handover record template for transfer to the archives/clerical department

      Download the Seal Handover Record Template for Transfer to the Archives/Clerical Department Now

      Template 3: Handover Record for Expired Seals for Archiving/Destruction

      When a seal expires (due to expiration date, change in business information, dissolution, or merger), a handover record is a mandatory step to transfer the old seal to the historical archives department or the business registration office for destruction. This template details the seal’s condition, the reason for its expiration, a test impression of the seal, and a commitment to handle it according to regulations. This helps the organization comply with Decree 99/2016/NĐ-CP, Decision 22/2021/QĐ-TTg, and avoid legal risks related to the old seal.

      Handover record template for expired seals
      Handover record template for expired seals

      Download the Handover Record Template for Expired Seals Now

      Template 4: Handover Record for Professional Seals (e.g., in specialized industries)

      Professional seals (title seals, military embossed seals, seals for specialized sectors like police, national defense, customs) require a stricter handover process due to their high security and confidentiality nature. This template complies with Circular 138/2021/TT-BQP and industry-specific regulations, detailing the seal type, registration number, condition, confidentiality commitment, and legal responsibilities, with the presence of a security unit or senior leadership as witnesses, ensuring absolute safety during transfer in these specialized fields.

      Professional seal handover record template
      Professional seal handover record template

      Download the Professional Seal Handover Record Template Now

      6. Important Notes for Handing Over and Managing Company Seals

      Handing over and managing a company seal is a sensitive process directly related to the legal standing, responsibilities, and risks of an agency, organization, or business. A minor mistake can lead to serious consequences such as seal misuse, fraud, loss of assets, or criminal liability. Below are the most important notes, categorized by stage and common mistakes, to help ensure a safe, transparent, and legally compliant handover process (in accordance with Decree 99/2016/NĐ-CP, Decree 56/2023/NĐ-CP, and Decree 30/2020/NĐ-CP, updated 2026).

      Before the handover

      • Ensure there is a clear decision/policy regarding the handover. There must be an official document: a decision on the appointment/dismissal of the seal manager, a task assignment decision, or a seal disposal decision (if it has expired). Do not proceed with the handover without this document to avoid “verbal handovers” that have no legal basis.
      • Check the condition of the seal and related documents. Direct inspection: The seal must be intact, the ink in good condition, not worn or damaged; check the registration number, date of issue, and seal impression. Prepare all necessary documents: Certificate of seal impression registration, appointment/dismissal decision, power of attorney (if temporary), and previous inventory records (if any).
      • Clearly identify the involved parties and witnesses. Transferor: The former seal manager (usually the Director, Chief Accountant, or Treasurer). Transferee: The new seal manager (authorized by a decision). Witnesses: Mandatory for important seal handovers (at least 1-2 people: chief accountant, head of administration, or a leadership representative). A handover should not be conducted with only two people present.

      During the handover

      • Conduct a direct count and inspection of the seal in the presence of all parties. Open the seal box, physically inspect it (ink color, engraved content, condition), and make a test impression on the handover record. Record its condition: “Seal is intact, red ink, impression is clear” or describe any damage if present.
      • Create multiple copies of the record, each with equal legal validity. Prepare at least 03 copies:
        • Copy 1: Kept by the organization (in the legal file).
        • Copy 2: Kept by the transferor.
        • Copy 3: Kept by the transferee. Clearly state: “This record is made in 03 copies of equal legal validity.”
      • Ensure all signatures are complete and clear. All parties must sign by hand (full name, title), and the organization’s seal should be affixed (if a legal entity). Witnesses must sign to confirm. Do not use electronic signatures unless they are valid digital signatures (Decree 130/2018/NĐ-CP).

      After the handover

      • Carefully store the record in the organization’s legal files. Store the original copy in a secure file cabinet and scan a color PDF for electronic storage (on a secure, password-protected cloud). Retain for at least 10 years (according to the Accounting Law and business document retention regulations), or permanently if it relates to a historical seal.
      • Update internal records with the new seal manager’s information. Immediately update the seal management log, the list of individuals authorized to use the seal, and inform relevant departments (accounting, clerical, partners).
      • The recipient is responsible for storing and using the seal in accordance with regulations and laws. The recipient must:
        • Keep the seal secure and not give it to unauthorized persons.
        • Use it for its intended purpose and within their authority.
        • Report immediately if the seal is lost, damaged, or forged.

      Common Mistakes and How to Fix Them

      • Failing to create a record or creating a cursory one → Risk: Inability to determine responsibility if an incident occurs. → Solution: Always create a detailed record using a standard template, even for short-term internal handovers.
      • Missing important information on the record → Risk: The record loses its evidentiary value. → Solution: Ensure all details are included: seal information (registration number, impression), reason for handover, commitment of responsibility, and all required signatures.
      • No witnesses → Risk: The handover can be easily denied, and its objectivity is hard to prove. → Solution: It is mandatory to have at least 1-2 witnesses (chief accountant, head of administration, senior leader), especially for important seal handovers.
      • Failing to store the record → Risk: No documentation available during inspections, audits, or disputes. → Solution: Create 03 copies, scan a color version for electronic storage, retain for at least 10 years, and conduct periodic inventories.

      The handover of a company seal must be conducted formally, thoroughly, with witnesses, and the records must be carefully stored. By adhering to the points above, the organization will avoid legal risks, fraud, and ensure the responsible use of the seal in accordance with legal regulations (Decree 99/2016/ND-CP, Decree 56/2023/ND-CP).

      Important notes for handing over and managing a company seal
      Important notes for handing over and managing a company seal

      7. Frequently Asked Questions About the Seal Handover Record

      Below are concise, clear answers based on current Vietnamese law (Decree 99/2016/ND-CP, the amending Decree 56/2023/ND-CP, Decree 30/2020/ND-CP, and related documents, updated as of January 2, 2026), combined with practical seal management practices in businesses and state agencies.

      Who is authorized to sign the seal handover record?

      The authorized signatories are individuals specified in the company’s Charter, Appointment Decision, or a legal Power of Attorney:

      • Handover party: The person currently holding the seal (usually the Director – the legal representative, Chief Accountant, Treasurer, or an authorized employee).
      • Receiving party: The person newly assigned to manage the seal (usually the new Director, Deputy Director, new Chief Accountant, or an authorized employee).

      Note:

      • The signatory must have a valid (in-effect) appointment/dismissal decision or power of attorney.
      • If authorized by proxy: A copy of the power of attorney must be attached to the record.
      • Do not sign on behalf of others without a power of attorney – the record may be invalidated.

      Does the seal handover record need to be notarized?

      It is not mandatory according to legal regulations.

      The seal handover record is an internal document. It only requires the full signatures of all parties (handover party, receiving party, and witnesses, if any) and the company seal (if a legal entity) to be legally valid as evidence before state authorities (police, inspectors, courts).

      However, notarization/authentication is recommended when:

      • The seal is related to high-value transactions (contracts worth hundreds of millions).
      • There are potential disputes or a change in the legal representative.
      • The organization wants to enhance legal validity and make it easier to provide proof to the business registration office.

      Procedure: Bring the original document to a Notary Office or the People’s Committee of the ward/commune for signature authentication (fee is approximately 50,000–200,000 VND).

      How to handle a lost seal before the handover?

      If the seal is lost, it must not be handed over until legal procedures are completed as required (Decree 99/2016/ND-CP and Decree 56/2023/ND-CP):

    1. Report immediately: The former seal manager must report to the organization’s leadership and the police department where the seal was registered (within 24–48 hours).
    2. Create a record of the lost seal: Clearly state the time, reason for the loss, and the person managing it at the time.
    3. Register a new seal: Submit an application for a new seal sample at the Business Registration Office – Department of Planning and Investment (according to Circular 01/2021/TT-BKHDT).
    4. After receiving the new seal: Create a handover record for the new seal to the new manager.
    5. Liability: The person who lost the seal is held responsible (internal disciplinary action, compensation for damages if serious consequences occur – may face criminal prosecution under Article 341 of the 2015 Penal Code for misuse of a forged seal).

    What are the responsibilities of the handover and receiving parties after the handover?

    • Handover party (former manager):
      • Commits to handing over the seal intact and in the recorded condition.
      • No longer has legal responsibility for the seal from the moment the record is signed (except in cases of prior fraud).
      • Must provide support if issues arise related to their previous management period.
    • Receiving party (new manager):
      • Assumes full responsibility for managing, preserving, and using the seal in accordance with legal regulations.
      • Is legally liable if the seal is lost, damaged, forged, or used for improper purposes from the moment the record is signed.
      • Must report immediately to leadership and the police in case of an incident (loss, damage, forgery).
      • Must strictly adhere to regulations on seal usage (not giving it to unauthorized persons, using it for the correct purposes).

    Is it necessary to re-issue the seal sample registration certificate when changing the seal manager?

    It is not necessary to re-issue the seal sample registration certificate just because the seal manager has changed.

    According to Decree 99/2016/ND-CP (amended by Decree 56/2023/ND-CP) and Circular 01/2021/TT-BKHDT:

    • The seal sample registration certificate only needs to be re-issued when the content engraved on the seal changes (company name, tax code, head office address).
    • When changing the seal manager (appointment/dismissal): It is only necessary to create a seal handover record and update internal records (list of persons authorized to use the seal); re-registering the seal sample is not required.

    The notes above help ensure the seal handover process is safe, transparent, and compliant with the law. If you need a standard seal handover record template (including a seal information inventory, commitment of responsibility, witnesses), detailed filling instructions, or guidance for special cases (handover when the seal is lost, handover for destruction),

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