Electronic Signature Laws & Regulations - Vietnam

Electronic and certificate-based digital signatures are common in Vietnam with the majority of Vietnamese enterprises using digital signatures within their organizations. Vietnamese law recognizes both electronic signatures and digital signatures as having the same level of enforceability and admissibility as a “wet signature” provided they meet certain requirements. Generally, the level of enforceability/admissibility of digital signatures is higher than special-use electronic signatures. Vietnam allows parties to agree on the choice of technology used for electronic signatures, permitting the use of remote electronic signatures unless otherwise prescribed by law.

The main legislation covering electronic signatures is the Law on E-transactions 2023. Generally, the legal value of an E-signature is not denied just because it is expressed in the form of an E-signature. A special-use E-signature that has been verified for its safety or a digital signature has the same legal value as the “wet” signature of an individual on a paper document. In cases where the law stipulates that a document must be certified by an agency or organization, a data message is recognized as fulfilling this requirement if that data message is signed with a special-use E-signature that has been verified for its safety, or a digital signature of that agency or organization.

Vietnam defines a data message as information that is created, sent, received, and stored electronically. Data messages can be generated during an e-transaction or converted from paper documents. They can be presented in the form of e-documents, e-records, e-certificates, e-files, e-contracts, emails, telegrams, telegraphs, facsimiles, and other electronic data interchange forms

Types of E-signatures in Vietnam
E-signatures are classified into three groups:

1. Special-use E-signature is an electronic signature established and used exclusively by an agency or organization for their activities in accordance with its functions and tasks.
2. Public digital signature is a digital signature used in public activities and guaranteed by a public digital signature certificate.
3. Digital signature specifically for public tasks is a digital signature used in public tasks of government agencies and guaranteed by a digital certificate specifically for public tasks.

To meet the requirements of a valid and enforceable special-use E-signature, it must meet the following requirements:

1. The signature recognizes the signatory and asserts the signatory’s approval for the data message;
2. Data used to generate a special-use E-signature must solely accompany the approved data message;
3. Data used to generate a special-use E-signature must be under the sole control of the signatory at the point of time when the signature is added;
4. The effect of the special-use E-signature can be checked under certain conditions agreed by the parties; and
5. The special-use E-Signature must also be accompanied by a certificate from the Ministry of Information and Communications.

To meet the requirements of a valid and enforceable digital signature (including public digital signatures and digital signatures specifically for public tasks), it must meet the following requirements:

1. The signature must identify the signatory and assert the signatory’s approval for the data message;
2. Digital signature creation data must solely accompany the approved data message;
3. Digital signature creation data must be under the sole control of the signatory at the point of time when the signature is added;
4. All changes in the data message after adding the signature are detectable;
5. The signature must be secured by a digital signature certificate. For a public digital signature (used for public tasks) the digital certificates are granted by public digital signature authentication service providers.
6. The signature creation device must ensure that digital signature generation data is not disclosed, collected, or used for the purpose of signature forgery; and data used to generate the digital signature is designed to be used only once; and it does not affect the data to be signed.

Although there have been no publicly announced judgments on civil disputes or criminal offenses relating to E-signatures or digital signatures, Vietnamese courts have referred to E-signatures and digital signatures in evidence in their judgments.

Special considerations

Transacting with public sector entities
Digital signatures specifically for public tasks must be certified by a digital certificate granted by the Ministry of National Defence.

Use cases that are required to be signed by an electronic signature

Since 1 July 2022, e-invoice use is compulsory, which requires the use of digital signatures. In other procedures (e.g. customs declarations, tax declarations), when conducted on the relevant online platform, enterprises must also use digital signatures.

Use cases that generally require a traditional signature

In Vietnam, there are several use cases that require a traditional signature and there are instances that require additional consideration for e-signatures’ legal compliance. Additionally, notarization and certification of signatures and contracts cannot be replicated electronically. Thus, documents that must be notarized, or signatures or contracts that must be certified, cannot be signed or executed electronically. These are typically:

• Wills
  • A will made by a person who is incapacitated, or illiterate must be made in writing by a witness and must be notarized or certified.
  • An oral will shall be deemed lawful only if the testator orally expressed his/her last wishes in front of at least two witnesses who immediately thereafter recorded those wishes in writing and signed or fingerprinted the document. Within five working days from the date on which the testator orally expressed his/her last wishes, such will must be notarized or certified by a notary or a competent agency.
• Agreements for land, housing and real estate transaction
  • Agreements on housing transactions, such as sale, giving, exchange, capital contribution, mortgage, lease or leasehold and/or amendments of such agreements are generally required to be notarized or certified.
  • Contracts on transfer, giving, mortgage, lease, leasehold or capital contribution with land use rights or land use rights and assets attached to the land must be notarized or certified, except for real estate business cases.
  • A gift of immovable property must be recorded in writing and notarized or certified and must be registered if the laws on immovable property require registration of ownership.
• Other types of documents:
  • Agreement on the establishment of the matrimonial property regime must be made in writing before marriage and be notarized or certified.
  • The selection of a guardian must be made in writing and notarized or certified.
  • The authorization for appeal (in legal proceedings) must be carried out under written authorizations that are lawfully notarized and certified, except for cases where such authorizations are formulated under the witness of the Judges or persons assigned by the Chief Justices.

There are also specific processes or workflows that cannot be replicated electronically, typically as follows:

• Notarization: In this procedure, notarization requesters, witnesses and interpreters shall sign contracts or transactions in front of notaries.
• Certification of signatures: After examining the papers and documents submitted for certification to find if they are adequate, to ensure that requesters are of sound mind, conscious, and able to control their behaviors at the time of certification, the certificating persons shall ask the requesters to sign their signatures in public and do the following:
  • Fully write testimonies for certification of signatures according to the form as regulated;
  • Sign and write the full name, affix the seal of the agency that performs certification and record it in the certification book.
• Certification of contracts: Contracting parties must sign contracts in front of the certificating person. In the case a competent person from a credit institution or enterprise has already had a specimen signature registered at the agency that performs certification, such person can sign the contract without the presence of the certificating person; the certificating person must check the signature on the contract against the specimen signature before certification is done. Upon finding any suspicion, the requester shall be requested to sign in front of the certificating person.