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Global FinTech Guide
Country _ Name
Vietnam
SectionTitle
Signature requirements
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The signature requirements pertain the legal or contractual requirements in order to make a legally effective declaration of intent or a legally binding contract.

Possibility to replace a specific formal requirement of making a binding declaration of intention

Generally, unless the law prescribes a specific form or formal requirement (e.g., written, notarized) Vietnam’s Civil Code allows a civil transaction (including contracts) to be expressed verbally, in writing, or through specific conduct. It is impossible to replace the statutory formal requirement of making a binding declaration of intention.

For civil transactions conducted via electronic means, particularly in the conclusion and performance of electronic contracts, notifications in the form of data messages carry the same legal validity as written notifications on paper, provided they meet the conditions set out under the Law on E-Transactions No. 20/2023/QH15 passed by the National Assembly on 22 June 2023 and relevant regulations.



Presence of any specific formal requirements to effectively conclude a loan agreement

Loan agreements with financial institutions must comply with certain formality requirements such as being prepared in Vietnamese, or in both Vietnamese and a foreign language simultaneously; and being made in writing. It is worth noting that loan agreements can be made in writing or in the form of electronic contracts. Of note, if the loan is subject to the registration requirement (e.g., registration with the SBV), a wet-ink signature is preferrable.



Process of conclusion of a contract by using a qualified electronic signature in practice

There is no specific procedure prescribed by law for concluding a contract using a qualified electronic signature, except that such electronic signature must be in compliance with the applicable laws and regulations, and, if necessary, be provided by a certified and licensed electronic signature service provider (also known as the Certification Authority, or “CA”). In practice, the process may vary depending on the CA.



Legal consequences to a contract in case of not fulfilling formal requirements

A contract that does not comply with necessary formalities, such as written documentation or notarization, etc., may be deemed invalid under the Civil Code. However, the contract may still be upheld by the court if at least two-thirds of its agreed obligations have already been fulfilled. In practice, the Vietnamese court might allow a reasonable period for the parties to rectify the formality non-compliance prior to declaration of a null and void contract.



Usual practice of signing contractual agreements in the B2B sector
In Vietnam’s B2B sector, contractual agreements are typically signed in written form, often accompanied by company seals and authorized signatures. Businesses commonly use wet-ink signatures for formal contracts, especially those involving substantial value or long-term commitments. Certain types of contracts must be registered, submitted, or presented to the relevant authorities, such as standard form contracts, general terms and conditions of transactions, housing contracts, and land use rights transfer agreements.

With the rise of digital transformation, electronic contracts and digital signatures have gained traction. These digital signatures must be certified by licensed providers to be legally valid, and are widely used in tax filings, procurement, etc. In addition to digital signatures, electronic signatures satisfying the statutory conditions are also increasingly accepted and adopted by businesses in the B2B sector.



Usual practice of signing contractual agreements in the B2C sector

In the B2C sector, signing practices are more varied and often less formal. For normal consumer transactions, such as online purchases, service subscriptions, or retail agreements, click-through agreements and electronic acceptances are common.
While digital signatures are legally recognized, they are less frequently used by individual consumers due to limited access to certified tools and lower awareness. Instead, businesses can also rely on consent mechanisms, such as ticking checkboxes or confirming via SMS or email. For higher-value consumer contracts, such as real estate or installment purchases, written agreements with wet signatures remain the norm.

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