eSignature Legality in Vietnam

E-Signature Legality Summary

The Civil Code provides that civil transactions, performed through electronic means in the form of a data message, are valid. For these transactions, the Civil Code refers to the law on electronic transactions as the applicable law.

The LET is the main legislation covering data messages, trust services, and electronic transactions. The LET recognizes the legal validity of electronic signatures and sets out the rights and obligations of electronic signature authentication service providers and conditions for providing such services in Vietnam.

Types of Electronic Signature

An electronic signature is defined in the LET as “a signature created in the form of electronic data that is logically attached or associated with a data message to certify the signatory and confirm the signatory’s approval of the data message.” However, not all electronic signatures have the same legal validity as handwritten (i.e., wet) signatures. Under the LET, only two types of electronic signatures, digital signatures and secure specialized electronic signatures, are recognized as having equal legal validity to wet signatures. 

• A digital signature is defined by the LET as “an electronic signature that uses an asymmetric cryptographic algorithm, consisting of a private key and a public key, in which the private key is used to create the digital signature, and the public key is used to verify the digital signature. A digital signature ensures authenticity, integrity, and undeniability but does not ensure the secrecy of the data message.” A digital signature must be supported by a digital signature certificate from a licensed digital signature authentication service provider.

• A secure specialized electronic signature is “an electronic signature created and used exclusively by an agency or organization for its own operations, in line with its functions and duties, and is certified as such by the Ministry of Information and Communications.” This type of signature is mainly used within an organization or corporate group to approve internal documents and transactions conducted on the organization’s dedicated system (e.g., loan approvals on a bank’s electronic system or medical records on a hospital’s secure portal).

Documents That May be Signed Electronically

The Civil Code does not prohibit the use of electronic signatures. The LET recognizes the validity of electronic signatures, stating that an electronic signature will not be denied legal effect based solely on the reason that it is an electronic signature. In addition, the LET provides that a digital signature holds the same legal validity as a handwritten signature, provided that it meets the following conditions: 

• It verifies the identity of the signatory and confirms the signatory’s approval of the data message; 

• The data used to create the digital signature is uniquely linked to the content of the approved data message; 

• The data used to create the digital signature is under the exclusive control of the signatory at the time of signing; 

• Any alternations to the data message after the time of signing can be detected; 

• It must be secured by a digital signature certificate; and

• The device used to create the digital signature must ensure that the data used to create the signature is not disclosed, collected, or used for the purpose of forging the signature; it must also ensure that the data used to create the digital signature can only be used once and does not alter the data to be signed.

Further Guidance

The following transactions either have specified requirements or caution should be exercised before using electronic signatures:

• Contracts for transfer of immovable assets, construction contracts, loan contracts, and security contracts;

• Documents or contracts that must be notarized;

• Documents or contracts that must be submitted to government authorities;

• Documents or contracts that must be sealed;

• Powers of attorney and contracts of mandates; and

• Sale and purchase contracts of certain assets subject to ownership registration need to be notarized to affect the title registration with local authorities.

Digital signatures are afforded greater evidentiary value because, as mentioned above, they are recognized by the LET. Nonetheless, Decree 23 imposes an obligation upon the signatory and the recipient to verify the status of the digital signature certificate on both the information system of the issuing organization and the trusted service authentication system of the national electronic authentication service provider. The signer must ensure their certificate is valid before signing, and the recipient must confirm the certificate’s status upon receipt. If the recipient fails to properly comply with this verification requirement, they will bear the responsibility for any consequences arising from accepting the digital signature certificate.

Seminal Court Cases

Judgment No. 03/2024/DS-PT dated 12 January 2024 of Nghe An Provincial People’s Court (concerning a dispute over an insurance contract where the court upheld the legal validity of an electronic signature and affirmed the contract’s enforceability).