Commercial Arbitration in Vietnam
In an arbitration clause, the phrase “seat of arbitration” usually takes up just one short line — yet it is one of the choices with the most far-reaching legal consequences. The arbitration seat determines which law governs the arbitral proceedings, which country’s courts have the power to support and supervise the proceedings, what “nationality” the award carries, and hence which direction award enforcement will take. This article analyzes the legal meaning of the arbitration seat under the 2010 Law on Commercial Arbitration (as amended by Law 81/2025/QH15), distinguishes the seat from the hearing venue, and offers practical notes when choosing between Hanoi, Ho Chi Minh City, or an arbitration seat abroad.
What is the “seat of arbitration”?
The 2010 Law on Commercial Arbitration defines the “venue for dispute resolution” as the place where the arbitral tribunal conducts dispute resolution as agreed and chosen by the parties, or as decided by the tribunal if the parties have no agreement (Clause 8 of Article 3). In international practice, this concept is called the “seat of arbitration” — and the seat should be understood first as a legal concept, not merely a geographical one.
The key point: the seat is the “legal address” of the arbitration. It determines which legal system serves as the law governing the arbitral proceedings (lex arbitri), which country’s courts have jurisdiction to support and supervise the proceedings, and of which country the award is deemed to be. An arbitration seated in Hanoi but with the tribunal holding hearings in Singapore remains a “Vietnamese” arbitration — the award is still deemed rendered in Vietnam.
The seat determines the applicable procedural law and the supervising courts
Under a principle widely accepted in international commercial arbitration, arbitral proceedings are governed by the arbitration law of the seat — called the lex arbitri. When the parties choose Hanoi or Ho Chi Minh City as the venue for dispute resolution, Vietnam’s 2010 Law on Commercial Arbitration governs procedural matters: from tribunal formation, the right to request court support, to the grounds and procedures for setting aside awards.
The lex arbitri must be distinguished from the law applicable to resolving the dispute’s substance. Article 14 of the 2010 Law on Commercial Arbitration provides: disputes without foreign elements apply Vietnamese law; disputes with foreign elements apply the law chosen by the parties, and absent agreement the tribunal decides the most appropriate law. It is entirely possible for the seat to be in Ho Chi Minh City (proceedings under Vietnamese law) while the contract’s substance is resolved under Singapore law as chosen by the parties.
The seat also determines which country’s courts perform support and supervision functions: appointing arbitrators, resolving jurisdictional complaints, applying interim emergency measures, and particularly hearing set-aside applications. Clause 3 of Article 7 (amended by Law 81/2025/QH15, effective 01/7/2025) allocates: ordinary support requests (points a–e of Clause 2) fall to regional People’s Courts; while set-aside requests and ad hoc award registrations (point g of Clause 2) fall to certain provincial People’s Courts whose territorial jurisdiction is designated by the National Assembly Standing Committee. The practical consequence: when choosing a seat in Vietnam, businesses need to know which court is their “supervising court”.
Award nationality: why the seat is decisive
Clause 8 of Article 3 of the 2010 Law on Commercial Arbitration provides a very important principle: if dispute resolution is conducted in Vietnamese territory, the award must be deemed rendered in Vietnam, regardless of where the tribunal holds the hearing sessions issuing that award. In other words, the award’s nationality is determined by the seat, not by where the hearings take place.
This classification is pivotal because it determines the legal regime applying to the award: awards seated in Vietnam are “domestic” arbitration awards — governed by Chapters IX, X, and XI of the 2010 Law on Commercial Arbitration on validity, enforcement, and setting aside; while awards seated abroad are “foreign arbitration awards” as defined in Clause 12 of Article 3 — to be enforced in Vietnam they must go through recognition and enforcement procedures under the Civil Procedure Code and the international treaties to which Vietnam is a party.
Consequences for award enforcement
For awards seated in Vietnam, the enforcement path is relatively direct: awards are final and effective from issuance (Clause 5 of Article 61); the State encourages voluntary compliance (Article 65); once the enforcement time limit expires without voluntary compliance or a set-aside request, the enforcement-creditor may request the provincial civil judgment enforcement agency where the tribunal issued the award to organize enforcement (Articles 66, 8, and 67).
For awards seated abroad, the winning party wishing to enforce in Vietnam must file a request for Vietnamese courts to recognize and enforce the foreign arbitration award. Vietnam is a member of the 1958 New York Convention, so in principle awards from other member states are recognized through the Convention’s mechanism — but this remains a round of court proceedings with its own refusal grounds, costing additional time and expense compared to directly enforcing a domestic award.
Therefore, when negotiating contracts, the question is not only “where to win the case” but also “where to enforce”: if the counterparty’s assets are mainly in Vietnam, a seat in Vietnam usually offers a shorter enforcement path.
Distinguishing the seat from the hearing venue
A common confusion is equating the seat with where the hearing sessions take place (the hearing venue). The law draws a sharp line between these two concepts. Clause 2 of Article 11 provides: unless the parties agree otherwise, the tribunal may conduct hearings at a venue deemed suitable for exchanges among its members, witness testimony, expert consultations, or inspection of goods and assets.
Thus, the tribunal may well hold hearings in Da Nang, Singapore, or online, while the seat remains Hanoi as agreed by the parties — and all legal consequences (applicable procedural law, supervising courts, award nationality) stay attached to Hanoi. Contract clauses should state “arbitration seat” clearly rather than vaguely “hearing venue” to avoid disputes over where the true seat is.
Choosing a seat in Hanoi, Ho Chi Minh City, or abroad
Legally, the 2010 Law on Commercial Arbitration applies uniformly nationwide, so a seat in Hanoi versus Ho Chi Minh City creates no difference in the procedural law framework. The difference lies in practice: the two cities are Vietnam’s largest arbitration centers, home to reputable arbitration centers with experienced arbitrators and lawyers; courts here also have more experience with arbitration-related cases. When choosing, businesses should consider where the parties are headquartered and where evidence and witnesses are concentrated.
A seat abroad (such as Singapore or Hong Kong) is often considered when the parties want an arbitration law system with deeper international practice, or when neither side wants the other’s “home ground”. This choice, however, carries clear costs: international-standard arbitration and lawyer fees are significantly higher; and enforcement in Vietnam requires recognition procedures for foreign arbitration awards. Note: Article 11 permits agreeing on a venue within or outside Vietnamese territory, but for purely domestic disputes, choosing a foreign seat requires very careful consideration of legal feasibility and practical enforceability.
Recommendations when drafting seat provisions
From the above analysis, when drafting arbitration clauses, businesses should: state the seat with a specific city and country name (e.g., “The seat of arbitration is Ho Chi Minh City, Vietnam”), avoiding vague wording; distinguish the seat from the hearing venue if flexibility on hearing locations is desired; fix the seat together with the choice of arbitration center and the law applicable to the contract’s substance so these three elements are compatible; and pre-assess the enforcement scenario — wherever the counterparty’s assets are, the seat should create the most favorable enforcement path there.
Where the parties do not agree on the venue, Clause 1 of Article 11 empowers the tribunal to decide — but leaving this important decision to the tribunal means the parties deprive themselves of control over one of the factors shaping the entire dispute. Best to agree clearly at contract signing.
Frequently asked questions
What happens if the arbitration clause does not state a seat?
Under Clause 1 of Article 11, if the parties do not agree on the venue for dispute resolution, the tribunal decides. This, however, means the parties lose control over the applicable procedural law, supervising courts, and award nationality — so agreeing clearly in the contract is best.
The tribunal hears the case in Singapore but the seat is Hanoi — of which country is the award?
It is a Vietnamese award. Clause 8 of Article 3 provides: if dispute resolution is conducted in Vietnamese territory, the award is deemed rendered in Vietnam, regardless of where the tribunal holds the hearing sessions. The hearing venue does not change the seat.
Can Vietnamese courts set aside an award from an arbitration seated abroad?
No. Set-aside jurisdiction belongs to the courts of the country where the award is rendered (the courts at the seat). For foreign arbitration awards, Vietnamese courts only consider recognition and enforcement requests — an entirely different procedure from setting aside.
Can the seat be changed after the dispute has arisen?
In principle the parties may agree to change the seat by mutual consent. In practice this rarely happens after disputes arise, and changing the seat mid-way may raise issues about the procedural law applying to steps already taken.
Does choosing a seat in Vietnam require hearings to take place in Vietnam?
No. Clause 2 of Article 11 allows the tribunal to conduct hearings at a suitable venue (unless the parties agree otherwise), including outside Vietnamese territory or online. What matters is the seat stated in the agreement.
FLAT LAW FIRM — Supporting Businesses in Arbitration Disputes
FLAT LAW FIRM is a boutique business law firm specializing in foreign investment (FDI) and cross-border transactions. We advise on drafting arbitration clauses, choosing arbitration seats and centers suited to businesses’ transaction structures, represent clients in arbitral proceedings in Vietnam, and coordinate with foreign law firms when disputes are seated abroad. Contact us at https://flaw.vn/lien-he/ for advice on your business’s specific case.
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General information
This article is for general information on Vietnamese commercial arbitration law at the time of publication only, not legal advice for any specific case. Legal provisions and their practical application may change; readers should consult a lawyer before making decisions or conducting transactions.
