When signing contracts with partners, many businesses wonder: must a commercial contract be notarized to be valid? If not notarized, is the contract void? This article answers frequently asked questions about notarization of commercial contracts in detail — from the general rule, mandatory cases, the distinction between notarization and certification, to the consequences of skipping the procedure — based on laws currently in force.
Table of contents
- Do commercial contracts have to be notarized?
- Do goods sale contracts need notarization?
- Do international goods sale contracts (import/export) require notarization?
- Do service, agency and distribution contracts require notarization?
- Which contracts REQUIRE notarization or certification?
- What is the difference between notarization and certification?
- Where to notarize or certify a contract?
- Do bilingual contracts with foreign partners need the translation notarized?
- What happens if a contract requiring notarization is not notarized?
- Should a contract that does not require notarization still be notarized?
1. Do commercial contracts have to be notarized? {#q1}
Short answer: No. The general rule of Vietnamese law is that commercial contracts do not require notarization; only transactions the law specifically requires to be notarized or certified are mandatory.
Explanation: The Civil Code 2015 allows civil transactions to be expressed orally, in writing or by specific conduct. Form becomes a mandatory condition only when a law so provides — e.g. the law requires a contract to be made in writing with notarization, certification, or registration. In other words, for most goods sale, service, agency and distribution contracts, the parties only need a contract meeting the validity conditions (competent parties, full voluntariness, content not violating prohibitions) for it to bind — no notarization trip needed.
Legal basis: Article 117(2) and Article 119 of the Civil Code 2015.
Next step: Before signing, check whether your transaction falls into the group the law requires to be notarized or certified (see question 5). If not, focus on contract substance: payment terms, delivery, penalties and dispute resolution are what matter when trouble arises.
2. Do goods sale contracts need notarization? {#q2}
Short answer: No. Domestic goods sale contracts do not require notarization.
Explanation: The Commercial Law 2005 provides that goods sale contracts may be expressed orally, in writing or established by specific conduct. The law only requires written form for those types of goods sale contracts that the law requires to be in writing — and even then, that does not mean notarization. In practice, most goods transactions between businesses only need a signed, sealed contract as sufficient legal basis.
Legal basis: Article 24 of the Commercial Law 2005.
Next step: Even though not mandatory, businesses should still put contracts in writing rather than rely on oral agreements, especially for large orders. A clear written document is the best evidence if disputes later arise over quality, delivery schedules or payment obligations.
3. Do international goods sale contracts (import/export) require notarization? {#q3}
Short answer: No notarization, but they must be made in writing or in another form with equivalent legal validity.
Explanation: This is an important difference from domestic goods sales. The Commercial Law 2005 requires international goods sales (export, import, temporary import for re-export, transit…) to be based on contracts in writing or in another form with equivalent legal validity such as telegrams, telex, fax or data messages. This stems from Vietnam's reservation on written form when acceding to the Vienna Convention 1980 (CISG). So for import/export transactions, an oral contract is not enough — but the law does not demand notarization either.
Legal basis: Article 27(2) of the Commercial Law 2005; Article 3(15) of the Commercial Law 2005 on forms with equivalent validity to writing.
Next step: With foreign partners, besides signing a written contract, businesses should clearly agree on the governing law, the prevailing language for bilingual contracts, and the dispute resolution method (court or arbitration, arbitration where). These clauses are often omitted but decisive in cross-border disputes.
4. Do service, agency and distribution contracts require notarization? {#q4}
Short answer: Not mandatory. Commercial service, agency, distribution, processing and logistics contracts only need to satisfy the general validity conditions to be effective.
Explanation: Commercial law imposes no notarization requirement on this group. A contract is effective when the parties have appropriate capacity, voluntarily enter it, and its content does not violate legal prohibitions or social ethics. One separate note: franchising contracts, while not notarized, require the franchisor to register franchising activities with the competent state authority before rollout — a registration duty, not a notarization duty.
Legal basis: Articles 117 and 119 of the Civil Code 2015.
Next step: For long-term agency and distribution contracts, focus on clauses about territorial exclusivity, sales targets, termination conditions and leftover inventory handling. These are far more common dispute sources than contract form.
5. Which contracts REQUIRE notarization or certification? {#q5}
Short answer: Mainly transactions in land-use rights and houses, plus transactions where sector-specific laws so require.
Explanation: The law mandates notarization or certification only for transactions deemed important, requiring a high level of legal safety. The most common groups:
- Land-use rights: contracts for transfer, donation, mortgage or capital contribution with land-use rights (including rights attached to assets on the land) must be notarized or certified. Exception: where one party is a real-estate business organization, notarization/certification follows the parties' request.
- Houses: contracts for sale, lease-purchase, donation, exchange, capital contribution or mortgage of houses must be notarized or certified; the contract takes effect upon completion of notarization/certification. Exceptions include social housing, housing for armed forces, resettlement housing, gratitude houses… where one party is an organization — not mandatory unless the parties so wish.
- Inheritance: documents on inheritance of land-use rights and houses are notarized or certified under civil law.
- Other sector-specific laws: some special transactions (e.g. involving aircraft, ships or assets subject to ownership registration) may also be required by sector-specific law to be notarized — check each case.
Legal basis: Article 27(3) of the Land Law 2024; Article 164 of the Housing Law 2023; Article 3 of the Notarization Law 2024.
Next step: If your contract involves a real estate element — even when called a "commercial contract", such as a long-term premises lease with a purchase-back clause, or a capital contribution with land-use rights — check carefully whether it falls under mandatory notarization/certification before signing.
6. What is the difference between notarization and certification? {#q6}
Short answer: These are two different procedures in terms of the performing body, the performer and legal value, though both aim to increase transaction reliability.
Explanation: Notarization is a public service performed by a notary of a notarial practice organization to certify the authenticity and legality of a transaction that the law requires to be notarized or that the parties voluntarily request. Certification of contracts, by contrast, is the competent authority's (district-level Justice Bureau, commune-level People's Committee) certification of the time and place of contract conclusion; the parties' civil act capacity, voluntary will, signatures or fingerprints. Simply put: notarization examines the legality of the transaction's content in depth, while certification mainly confirms that the parties voluntarily signed at that time and place.
Legal basis: Article 2 of the Notarization Law 2024; Article 2(4) and Article 5 of Decree 23/2015/ND-CP.
Next step: Where the law allows choosing "notarization or certification" (such as land transfers or house sales), the parties may choose the form suiting their circumstances. Notarization is usually stricter on content, so it is preferred for large-value or complex transactions.
7. Where to notarize or certify a contract? {#q7}
Short answer: Notarization at a notarial practice organization; contract certification at district-level Justice Bureaus or competent commune-level People's Committees.
Explanation: Notarization is performed by notaries of Notary Offices or Notary Practice Offices. Certification of contracts relating to movables is performed by district-level Justice Bureaus and commune-level People's Committees with equal competence, regardless of asset value; certification of house contracts is done at the commune-level People's Committee where the house is located; certification of contracts on land-use rights falls under commune-level People's Committees. When going for notarization/certification, the parties should bring identity documents, documents proving rights over the transacted asset, and the draft contract.
Legal basis: Article 5 of Decree 23/2015/ND-CP; Article 164(4) of the Housing Law 2023.
Next step: Contact the notarial practice organization or commune People's Committee in advance for the list of required documents, to avoid repeated trips. For transactions with foreign elements (a foreign party or foreign-language documents), ask in advance about translation and additional document requirements.
8. Do bilingual contracts with foreign partners need the translation notarized? {#q8}
Short answer: Only if the underlying transaction is subject to mandatory notarization. If the commercial contract does not require notarization, neither does the translation.
Explanation: The notarization duty attaches to the transaction itself, not to the language of expression. A bilingual Vietnamese-English international goods sale contract between two businesses is not subject to mandatory notarization, so the parties need not notarize the translation. However, when a contract or document must be submitted to a Vietnamese state authority (e.g. registration files, litigation files), the receiving authority may require a translation with certification of the translator's signature. Also, for bilingual contracts, the "prevailing language" clause in case of conflict between versions matters far more than whether there is notarization.
Legal basis: Article 3 of the Notarization Law 2024; Article 27(2) of the Commercial Law 2005.
Next step: For large bilingual contracts, have legal experts check both versions carefully rather than translating one way only.
9. What happens if a contract requiring notarization is not notarized? {#q9}
Short answer: The contract is void for violating form requirements — it creates, modifies or terminates no rights or obligations of the parties.
Explanation: When the law has made notarization/certification a validity condition and the parties fail to comply, the contract is void. The practical consequences are severe: land-use rights cannot be transferred in title, house changes cannot be registered, and in disputes the harmed party struggles to recover under the contract. The law reserves only a narrow exception: if one or all parties have performed at least two-thirds of the obligations in the transaction, the Court may decide to recognize the transaction's validity upon request — but this is a costly litigation route nobody wants to take.
Legal basis: Article 129 of the Civil Code 2015.
Next step: If you have signed a contract subject to mandatory notarization but have not completed the procedure, supplement it while you still can — the parties go together to a notarial practice organization or commune People's Committee for additional notarization/certification. Do not wait until a dispute arises; by then costs and risks multiply.
10. Should a contract that does not require notarization still be notarized? {#q10}
Short answer: Not mandatory, but consider it when the transaction value is large or dispute risk is high — because a notarized document carries significant legal advantages.
Explanation: The Notarization Law 2024 provides that a notarized document takes effect from the time the notary signs and seals it; has enforceability against the parties involved; and most importantly — has evidentiary value, meaning facts and events in the notarized document need not be proven, except where a Court declares it void. For large commercial contracts, notarization eliminates disputes over signature authenticity, seals and signed content — points the counterparty often exploits to drag out disputes. Notarization costs are usually tiny compared to the value of a lawsuit.
Legal basis: Article 6 of the Notarization Law 2024.
Next step: Assess each contract: large-value transactions, new partners without cooperation history, or contracts with complex clauses prone to divergent interpretation — these are cases worth spending on notarization to "buy" peace of mind. Conversely, with familiar partners and routine small transactions, a tight signed contract suffices.
Your question is not here?
Every commercial transaction has its own characteristics — especially when the contract involves real estate, foreign elements or large value. If you are unsure whether your contract falls under mandatory notarization or certification, contact FLAT Law Firm for advice on your specific case.
Hotline: 0988424851 — Learn more about commercial dispute resolution
References
- Civil Code 2015 (No. 91/2015/QH13), effective 01/01/2017 — Articles 117, 119, 129.
- Notarization Law 2024 (No. 46/2024/QH15), effective 01/7/2025, replacing the Notarization Law 2014 — Articles 2, 3, 6, 75.
- Decree 23/2015/ND-CP on certified copies, signature certification and contract certification, effective 10/4/2015 — Article 2(4), Article 5.
- Land Law 2024 (No. 31/2024/QH15), effective 01/8/2024 — Article 27(3).
- Housing Law 2023 (No. 27/2023/QH15), effective 01/08/2024 — Article 164.
- Commercial Law 2005 (No. 36/2005/QH11), effective 01/01/2006 — Articles 24, 27(2).
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