Ms. Mai (name changed), director of a service company in Ho Chi Minh City, asked DEDICA:
"Lately my company signs most contracts with customers and suppliers by email and through electronic platforms, rarely printing them out to sign by hand. Some partners use a digital signature, some just send back a PDF with a scanned signature, and some click 'I agree' on a system. I worry whether contracts like these carry the same legal value as paper ones, whether the company can hold its ground if a partner later denies it, and whether signing digitally alone is safe enough for high-value contracts."
DEDICA ADVISES You can rest easy on the biggest point: e-contracts and digital signatures have full legal validity under the Law on E-Transactions 2023, and a valid digital signature carries the same weight as a handwritten one, so there is no need to print and re-sign "just to be safe." The issue is not electronic versus paper, but which type of signature you use and whether you verify your partner's signature. A PDF with a scanned signature, or a single click of "I agree," is not the same as a digital signature when it comes to evidentiary value. Here is the legal basis and what your business should do.
How much legal validity do e-contracts and digital signatures carry
The Law on E-Transactions 2023 (effective 01/7/2024, replacing the old 2005 law) sets out a foundational principle: information shall not be denied legal validity solely because it is expressed in the form of a data message (Article 8). The law also allows the parties to agree to use data messages and electronic means, in part or in whole, when entering into and performing a contract (Article 36); even a contract concluded through automated systems is not denied legal validity merely because no person intervened in each specific step (Article 34). In other words, a contract signed electronically is in no way "weaker" than a paper contract simply because it is a file.
The crux lies in the signature. The law classifies electronic signatures into three types by scope of use (Article 22): specialized electronic signatures, public digital signatures, and specialized public-duty digital signatures. For an ordinary business, the most common is the public digital signature, that is, a digital signature provided by a licensed organization and secured by a public digital signature certificate. This is precisely the kind of token or signing USB that many companies already use to file taxes and issue electronic invoices.
What does this mean for your business? When a contract is signed with a valid digital signature, that signature carries the same weight as a handwritten one, and a partner can hardly deny "I didn't sign." Conversely, a scanned signature pasted into a PDF, a name typed at the bottom of an email, or an "I agree" button on a system is not a digital signature. These forms are not automatically void, because the law does not deny a data message merely for being electronic, but in a dispute their evidentiary value depends on the reliability of how they were created, sent, and stored (Article 11), and a partner can challenge them far more easily. For high-value contracts, therefore, you should rely on a digital signature, not on an image of a signature.
Risks businesses often overlook and how to handle them
Most trouble comes not from the electronic form itself, but from a few small habits in how documents are signed and stored. There are five things a business should do:
- Verify your partner's digital signature before accepting it, rather than feeling reassured just because the word "signed" appears. Decree 23/2025/NĐ-CP places this obligation on the recipient: you must check the status of the signer's certificate at the time of signing, and if the certificate has been suspended, revoked, or has expired, the signature may no longer be valid.
- Track the certificate's validity period. A public digital signature certificate is valid for a maximum of 3 years (Article 7, Decree 23/2025/NĐ-CP). Signing with an expired certificate may render the signature ineffective, so schedule renewals in advance.
- Control who holds and uses the company's digital signature. An organization's digital signature may only be used within its proper authority (Article 14, Decree 23/2025/NĐ-CP); in practice, whoever holds the USB token and the PIN can bind the entire company. You should have a clear policy: who keeps it, who may sign which type of contract, and up to what limit.
- Don't forget transactions the law still requires to be notarized or authenticated. The electronic form does not replace notarization: if the law requires a document to be notarized, the data message must still be notarized in accordance with the regulations (Article 9, Law on E-Transactions 2023). Real estate transfers and certain powers of attorney still follow their own procedures.
- With foreign partners, agree on the signing method in advance. Foreign digital signatures and certificates are recognized in Vietnam only when they meet the statutory conditions (Articles 26 and 27, Law on E-Transactions 2023); in international transactions, the parties choose and bear responsibility for accepting a foreign signature. It is therefore best to state clearly in the contract which signing method will be used.
The recipient's verification obligation in particular is spelled out very clearly in the Decree, and this is a point many businesses overlook:
Conclusion
In short, e-contracts and digital signatures are fully valid, and a valid digital signature carries the same weight as a handwritten one, so a business need not print and re-sign for peace of mind. The risk lies not in the electronic form, but in using the wrong type of signature, skipping the step of verifying a partner's signature, letting a certificate expire, or being lax about who may use the company's digital signature. What you should do: (1) prioritize a digital signature from a licensed provider for important contracts; (2) verify the validity of your partner's certificate before accepting it and keep the evidence; (3) track certificate validity periods; (4) issue an internal policy on who holds and may use the digital signature; and (5) keep notarization and authentication for transactions the law still requires.
If your company is signing electronically more and more but no one is reviewing the process, DEDICA can help build a set of template contracts for electronic execution, a policy governing the use of digital signatures, and a procedure for verifying partners' signatures, while giving early warning when regulations change. This is part of our ongoing legal advisory package, accompanying your business like an in-house legal department at a more reasonable cost than building one internally, with bilingual support for foreign-invested businesses. Contact DEDICA for a lawyer's advice tailored to your company's signing model.
This content is for reference only; each business has a different transaction model and risk profile, so please consult a DEDICA lawyer for accurate advice.
