Vietnam established the legal foundation for its digital economy with the Law on Electronic Transactions of 2005 No. 51/2005/QH11 in Vietnam, which came into effect in 2006. This law grants legal validity to electronic data and documents and defines the requirements for electronic signatures.
Unlike the purely technology-neutral approaches found in some jurisdictions (like the core framework in the Philippines), Vietnam’s legislation creates a clear tiered system, giving significantly greater legal weight and presumption of reliability to a specific type of signature: the Digital Signature.
i. Electronic Signature (Simple): Broadly defined, covering various electronic means of identifying a signatory.
ii. Digital Signature (Certified): Requires the use of cryptographic techniques and a digital certificate issued by a licensed public or specialized Certification Service Provider (CSP). This is the gold standard in Vietnam, benefiting from a statutory presumption of authenticity and integrity.
The framework is highly centralized and regulated by the Ministry of Information and Communications (MIC), which controls the licensing of all public CSPs. This ensures strict security and technical compliance standards, reflecting the state’s emphasis on control and high security for official digital processes.
Legal Framework: The Law on Electronic Transactions (LET) of 2005
The LET provides the statutory basis for the legal recognition and admissibility of electronic documents and signatures.
Legal Recognition of Electronic Data
Article 9 and Article 10 of the LET stipulate the legal validity of electronic messages:
i. Legal Equivalence to Writing: An electronic data message is legally equivalent to a written document if the information is accessible and usable for subsequent reference.
ii. Legal Equivalence to Original Document: A requirement for a document to be presented or retained in its original form is satisfied by an electronic data message if there is a reliable method of ensuring the integrity of the information from the time it was first generated in its final form.
Legal Recognition of Electronic Signatures
Article 24 of the LET sets the basic requirements for a general electronic signature to be legally valid:
i. Identity Confirmation: The data must be used for signing and be capable of confirming the signatory.
ii. Intent Confirmation: The data must indicate the signatory’s acceptance of the content of the electronic data message.
iii. Reliability: The method of creating the electronic signature must be deemed sufficiently reliable and appropriate for the transaction.
The Digital Signature (Certified Electronic Signature) and Evidentiary Weight
Article 25 establishes the Digital Signature as the highest assurance signature type, granting it a powerful presumption of authenticity and integrity—meaning the burden of proof shifts to the party challenging the signature’s validity.
A Digital Signature is an electronic signature that satisfies all four requirements set by the LET:
- i. It is created only by using the signatory’s private key.
- ii. The private key is exclusively controlled by the signatory at the time of signing.
- iii. Any change to the electronic data message after signing can be detected.
- iv. The digital certificate is issued by a competent, licensed CSP.
This high-assurance requirement means that for most high-value or regulated transactions (e.g., electronic invoices, customs declarations, public sector filings), the use of a Certified Digital Signature is often preferred or mandatory.
Documents That Can Be Signed Electronically
The vast majority of commercial and civil transactions in Vietnam can be legally executed using electronic signatures, provided the method is appropriate for the context and risk level. For regulated sectors, a Certified Digital Signature is strongly recommended or required.
Key document categories suitable for electronic execution include:
i. Commercial Contracts: Business-to-business (B2B) agreements, service contracts, outsourcing, software licensing, and general non-disclosure agreements (NDAs).
ii. Corporate Administration: Certain internal resolutions, operational memos, human resource documents (e.g., employment contracts, internal policies), and expense approvals.
iii. Financial Transactions: Loan agreements, customer onboarding documents, bank transfers, and insurance contracts (subject to specific State Bank of Vietnam regulations).
iv. Electronic Invoices (Mandatory): Since 2022, electronic invoicing (e-invoicing) has been mandatory for businesses, requiring the use of Digital Signatures for authentication as per Decree 123/2020/ND-CP.
v. Tax and Customs Filings: Official submissions to the General Department of Taxation (GDT) and Customs require the use of Certified Digital Signatures.
Documents That Cannot Be Signed Electronically (Statutory Exclusions)
The LET, primarily in Article 1, and other specific laws exclude certain documents and transactions from the electronic framework, requiring adherence to traditional physical execution formalities. These exclusions pertain to documents where physical proof and public registration are paramount.
The documents that cannot be legally executed using an electronic signature are:
i. Certificates of Land Use Rights and Assets Attached to Land: Documents relating to the acquisition, transfer, modification, or registration of land ownership (known as Red Book or Pink Book certificates). These require physical stamping and signature by the relevant state agency.
ii. Inheritance Documents: Wills, testaments, and other documents related to inheritance are governed by the Civil Code and require specific physical witnessing and notarization procedures.
iii. Marriage and Divorce Certificates: Documents relating to personal status, family records, or registration of marriage and divorce.
Practically, any document requiring notarization or authentication by a competent judicial body or notary public must typically be done physically, as the notary seal relies on a paper original.
Notable Changes in Legislation and Practice
Vietnam’s e-signature landscape is continuously evolving, driven by government decrees aimed at increasing digital administrative efficiency.
Decree 130/2018/ND-CP (Digital Signature Regulation)
This decree replaced older regulations and solidified the framework for Digital Signatures. It provided detailed requirements for the licensing, operation, and management of Certification Service Providers (CSPs), ensuring a high standard of security. Crucially, it streamlined the process for using Digital Signatures for electronic authentication in official governmental transactions (e-Government).
Mandatory Electronic Invoicing
The move to mandatory electronic invoicing (Decree 123/2020/ND-CP) marked a huge practical shift, forcing nearly all businesses to adopt Certified Digital Signature services for daily transactions. This policy accelerated the penetration and acceptance of digital signatures throughout the economy.
Recognition of Remote Signatures (e-KYC)
Recent regulatory amendments and guidelines have facilitated the use of electronic Know Your Customer (e-KYC) procedures, allowing businesses (especially in finance and telecommunications) to onboard customers remotely. This relies on certified identification procedures linked to the signatory’s national ID, which in turn feeds into the high-assurance Certified Digital Signature ecosystem.
Conclusion
Vietnam’s legal framework, anchored by the Law on Electronic Transactions, is mature and effective. It leans heavily toward a high-assurance Digital Signature model, which benefits from a strong statutory presumption of reliability and is often mandatory for government and regulated transactions (like e-invoicing).
For general commercial agreements, simpler electronic signatures are valid, provided they meet the basic functional requirements of identity and intent. Businesses must prioritize obtaining a Digital Certificate from an MIC-licensed CSP for compliance and maximizing legal security. Careful attention must be paid to the non-digital execution requirements for land use rights, wills, and personal status documents.
Disclaimer
The information on this site is for general information purposes only and is not intended to serve as legal advice. Laws governing the subject matter may change quickly, so Flowmono cannot guarantee that all the information on this site is current or correct. Should you have specific legal questions about any of the information on this site, you should consult with a legal practitioner in your area.
References
i. Law on Electronic Transactions (LET) No. 51/2005/QH11, National Assembly of Vietnam.
ii. Decree No. 130/2018/ND-CP on detailing the Law on Electronic Transactions concerning digital signatures and digital signature certification services.
iii. Decree No. 123/2020/ND-CP stipulating invoices and documents.
iv. Civil Code of Vietnam (No. 91/2015/QH13), Provisions on property and inheritance.
