Short answer: The E-Transactions Law 20/2023/QH15 (effective 01/7/2024) lays the legal foundation for all digital dealings: a data message is not denied value merely for being electronic, an e-contract binds when integrity and accessibility conditions are met, and guiding decrees are detailing digital signatures, electronic identification and record retention. Businesses must read the law together with its guidance layer to locate their own digital processes.
E-contract validity comes from conditions, not from a click
An electronic contract binds when the foundations of contracting are secured in the digital environment: the signing subject and authority are identifiable, the data message’s content is integral from creation, and the parties can access and retrieve it when needed. The signing form — digital signature, other electronic signature or system confirmation mechanics — must match the transaction’s value and risk: large, long-term contracts call for organisation and representative digital signatures, while mass consumer transactions run on logged electronic consent. The common business error is formalistic digitisation of paper forms: pasting scanned handwriting into files, signing through shared accounts, or keeping no evidence of signing time and subject — contracts weakest exactly at the proof stage when disputed.
Electronic identification and record retention
Guidance on electronic identification and authentication ties to the VNeID infrastructure for individuals and identification mechanisms for organisations, serving both online public services and private transactions: identity verified at the corresponding assurance level makes the signing and contracting steps stand firmer. On retention, electronic records — contracts, invoices, transaction files — must be preserved with integrity and remain retrievable for the retention periods of the corresponding sector law, as with paper records, and businesses must manage format-obsolescence risk as systems change. Designing a digital signing process should build three layers at once: identity (who signs, with what authority), evidence (logs, timestamps, certificates) and retention (format, period, presentability to regulators and courts).
Actions for a digital contracting system
- Tier contracts by value and risk and assign the matching signing form.
- Eliminate shared signing accounts; every signer has separate identity and authority.
- Archive the signing evidence pack with the contract: certificates, logs, timestamps.
- Review electronic-record retention periods sector by sector.
Frequently asked questions
How do public digital signatures and specialised electronic signatures differ?
A public digital signature is issued by a public certification provider for dealings with external parties and state agencies in the national trust chain. A specialised electronic signature serves within a defined system or organisation, including internal signing mechanisms meeting assurance conditions. The choice depends on the counterparty and the specific procedure’s requirements.
When is an electronic contract effective?
When contracting meets the general conditions on subjects, authority and consent, and the data message ensures integrity and accessibility for retrieval. The confirmation form must match transaction risk; in a dispute, the party invoking the contract must produce evidence of the signer, the time and the content’s integrity.
How do businesses use VNeID electronic identification?
VNeID is identity infrastructure for individuals, expanding to organisational interconnection; businesses use this identity layer to authenticate representatives and authorised persons in online public services and transactions requiring identity verification. Identification authenticates identity, while signing itself is still performed by digital signature or the electronic mechanism each procedure requires.
What retention requirements apply to electronic records?
Electronic records must be retained with integrity preserved, in an accessible and retrievable format for the full retention period of the corresponding sector law, equivalent to paper records. Businesses must also manage technology risk: format migration when systems change and the ability to present records to regulators on request.
This article has been quality-reviewed by the FLAW AI Legal Council