E-sign Laws: Vietnam
By Celestine Loh, Last updated: 2021-10-21 (originally published on 2020-09-22)
Part 7: Signing in to the digital age
An export-led gross domestic product has allowed Vietnam to enjoy positive growth in the recent decade. Additionally, big names like Samsung and LG have expanded their global operations into Vietnam, boosting employment and spurring growth.
Vietnam has proven to be a country with a rising potential for many international businesses. As foreign investors and businesses start to enter the Vietnamese market, it is a good idea to get updated on their legal business practices.
As mentioned in previous posts in this series, an essential part of business transactions is undoubtedly the signing of the contract or agreement. These days the electronic signature is a business imperative, here’s the legal practice requirements of e-signing within Vietnam.
Read on to learn more about the legal compliance for electronic signatures in Vietnam specifically, and watch out for more in this series on Southeast Asia, Hong Kong, China, New Zealand, Australia, UK, Cayman Islands, and BVI.
Vietnam’s electronic signature laws are under the Vietnamese Civil Code and it adopts a tiered legal framework.
Contracts are generally valid if legally competent parties reach an agreement, whether they agree verbally, electronically or in a physical paper document (Civil Code, Article 119).
The Law on E-Transactions specifically confirms that contracts cannot be denied enforceability merely because they are concluded electronically (Law on E-Transactions, Article 14.1). This means a written signature is not necessarily required for a valid contract
Applicability of an Electronic Signature
To prove a valid contract, parties sometimes have to present evidence in court. Leading digital transaction management solutions can provide electronic records that may be admissible in evidence to support the existence, authenticity and valid acceptance of a contract (Law on E-Transactions, Article 14.2).
Use Cases for E-sign
Instances where e-signatures are generally considered appropriate:
- consumer agreements, including invoices, purchase orders, order confirmations, sales terms, services terms, policies, shipment documentation, and user manuals
- HR documents, such as regular employment contracts, employee invention agreements, benefits paperwork and other new employee onboarding processes as well as NDAs and privacy notices.
- commercial agreements including invoices, sales agreements, distribution agreements, service agreements, NDAs, and purchase orders
Use Cases Requiring a Physical Signature
There are some cases where a handwritten or wet ink signature will be necessary. Examples include:
- transfers of movable assets
- real property transfer contracts
- intangible property transfers
This article does not constitute legal advice.
The opinions expressed in the column above represent the author’s own.