A contract signed by email, through an e-signing platform, or just by clicking “I agree” on a website — when does it carry the same legal weight as a paper contract? And when a dispute arises, how do you prove the electronic contract is genuine? The answers lie in the Law on E-Transactions 2023 and Decree 23/2025/ND-CP on electronic signatures.
This article explains the legal validity of electronic contracts and digital signatures, and how to preserve evidence to protect your rights in a dispute.
1. Electronic contracts carry the same weight as paper contracts
Under the Law on E-Transactions No. 20/2023/QH15 (effective 01/7/2024, replacing the 2005 law), an electronic contract is a contract established in the form of a data message (Article 3). The foundational principle in Article 8: a data message shall not be denied legal validity solely because it is in electronic form.
A major expansion in the 2023 Law versus the 2005 Law: the old law hard-excluded certain areas (land use right certificates, inheritance documents, marriage registration, birth certificates…), while the 2023 Law removes these exclusions to broaden e-transactions. However, where a specialised law requires a different form (e.g. notarisation or certification), that specialised law still prevails.
2. Not all electronic signatures are equal
The 2023 Law classifies electronic signatures, with the digital signature being the most trustworthy type. An electronic signature is recognised as a “secure electronic signature” only when it meets all five conditions in Article 22(3):
- The signature-creation data is uniquely linked to the content of the accepted data message;
- It identifies the signatory and confirms their approval of the data message;
- The signature-creation data was under the sole control of the signatory at the time of signing;
- It is backed by a digital certificate issued by a licensed certification service provider;
- Any alteration to the data message after signing is detectable.
A digital signature meeting these conditions has legal validity equivalent to a handwritten signature on paper (Article 23(2)).
3. The new framework: Decree 23/2025/ND-CP replaces all old rules
From 10/4/2025, Decree 23/2025/ND-CP on electronic signatures and trust services fully replaces Decree 130/2018/ND-CP and Decree 48/2024/ND-CP. The new decree governs the classification of electronic signature certificates, conditions for certification services, and trust services such as timestamping — a key tool for proving when a document was signed.
Note: any materials still citing Decree 130/2018 or 48/2024 as current authority are outdated.
4. Common misunderstandings that kill contracts in court
- A scan of a hand-signed contract is NOT an electronic contract. A scan is just a reference copy; legal value stays with the original paper bearing wet-ink signatures. For a true electronic contract, it must be created and signed electronically from the start;
- A signature image pasted into a PDF has almost no evidential value — the signatory cannot be identified and alterations cannot be detected;
- Email exchanges can constitute an electronic contract if they show a complete offer, acceptance and terms — but integrity and timing are hard to prove;
- Click-wrap “I agree” is recognised in principle, but the business must preserve evidence of the exact terms the user agreed to at the moment of clicking.
5. How to prove an electronic contract in a dispute
In disputes, courts treat electronic data as a source of evidence (Articles 94-95, Civil Procedure Code 2015). To make that evidence stand up, prepare from day one:
- Store the original data message in a readable format, preserving integrity (Article 13, Law on E-Transactions 2023);
- Keep the digital certificate and the signature verification result at signing time;
- Keep transaction logs: sending/receiving times, IP addresses, signing order of the parties;
- Use a trust service timestamp for irrefutable proof of signing time;
- Sign through a licensed digital-signature certification provider, not obscure self-made tools.
6. Frequently asked questions
Q: Can labour contracts be signed electronically?
A: Yes, if they meet the 2023 Law on E-Transactions and labour law requirements; check specialised regulations (e.g. guidance on electronic labour contracts) as well.
Q: Two parties in different countries sign electronically — which law applies?
A: The validity of signatures and data messages is assessed under Vietnamese law when the dispute is resolved in Vietnam; parties should agree clearly on governing law and dispute forum in the contract.
Q: Are digital certificates issued before 01/7/2024 still usable?
A: They remain valid until expiry under transitional rules, but new issuance and renewal follow Decree 23/2025/ND-CP.
Is your business moving to electronic contracts and needs a legal review? Contact us for advice.
This article was prepared by the FLAW AI Legal Council. Content is pending QA Council review before submission for approval; information is for reference only and does not replace legal advice for your specific case.
