Vietnamese–Chinese Bilingual Labour Contracts: Key Notes

Why bilingual contracts are a common FDI trap

Chinese investors in Vietnam routinely use Vietnamese–Chinese bilingual labour contracts: Chinese managers read the Chinese version, Vietnamese employees the Vietnamese one, payroll follows whichever is handy. Sensible — until a dispute arises and the two versions say different things. Then counsel's first question is not "who is right" but: does the contract have a prevailing-language clause? Usually not — and that is when the business pays. Payroll teams, HR officers and line managers each read the version in their own language — and each assumes the other version says the same thing. Small wording gaps become salary disputes, overtime claims and wrongful-termination cases months later. The cost is not only legal fees: a contract whose versions disagree can delay work-permit renewals and social-insurance enrollment, because the paperwork no longer matches.

Foundation: what every contract must contain (in both versions)

Under Article 14 of the 2019 Labour Code, labour contracts must be in writing. Article 21 lists the mandatory key contents:

1. Employer name/address; employee identity;
2. Job and workplace;
3. Contract term;
4. Wage amount, payment form, pay periods, allowances;
5. Wage scale/raise regime;
6. Working hours and rest time;
7. Labour protection equipment;
8. SI, HI, UI;
9. Training and upskilling;
10. Other lawful related contents.

Golden rule: both versions must contain the full, corresponding mandatory contents. A "summarised" Chinese version missing SI clauses risks partial invalidation of the contract. In practice, the ten groups should appear in the same order in both versions, with matching clause numbers. Mirrored numbering makes cross-checking fast and leaves no room for an argument that a missing clause was "agreed orally".

Pay special attention to figures: wages, allowances, working hours and leave entitlements are the clauses most often "rounded" differently in translation — and they are also the first numbers a mediator checks.

The most important clause: prevailing language

On conflict, Vietnamese dispute bodies (mediators, labour arbitration councils, courts) work from the Vietnamese version. Bilingual contracts should therefore carry a clause:

"This contract is made in Vietnamese and Chinese, both equally authentic. In case of divergent interpretation, the Vietnamese version shall prevail."

This is not a statutory duty but practical guidance — valuable insurance. Without it, each party argues its favourable version and disputes drag on.

Draft the clause in both languages within the same article, and state that both versions are equally authentic originals — not a translation of one another. Keep the signed originals of both versions in the employee's personnel file, and whenever the contract is amended, amend both versions together; an amendment signed in only one language is a fresh trap.

Where the workforce includes a third nationality, resist the temptation of a trilingual contract: two carefully aligned versions beat three loosely translated ones.

Translation traps: 5 most mistranslated concepts

Vietnamese and Chinese each have their own labour concepts; word-by-word translation guarantees divergence. The table below lists the five concepts where Vietnamese and Chinese labour law diverge most sharply in practice:

Rule: bilingual contract translators must understand Vietnamese labour law, not just Chinese. Hiring a non-legal translator for labour contracts is saving in the wrong place.

A concrete 试用期 trap: Chinese law permits longer probation (up to six months for contracts of three years or more), while Vietnam's Labour Code caps probation strictly by job nature (Article 25). If the Chinese version states six months and the Vietnamese version states 60 days per Vietnamese law, the versions conflict — and under the prevailing-language clause (usually Vietnamese), the excess in the Chinese version falls away. Chinese employees relocating to Vietnam stumble on this point regularly.

The second trap: governing-law clauses in bilingual contracts

Some Chinese-invested enterprises insert a clause such as "this contract is governed by the laws of China" into bilingual labour contracts — such a clause has no effect on employment relationships performed in Vietnam. The principle is simple: work performed in Vietnam is governed by Vietnamese labour law (the 2019 Labour Code), and the parties cannot choose foreign law to evade its mandatory provisions. A Chinese-governing-law clause in a labour contract performed in Vietnam is a void clause — but its mere presence breeds confusion and needless disputes.

The same applies to dispute resolution: a clause referring disputes to "arbitration in China" cannot be used for individual labour disputes in Vietnam, which fall under the jurisdiction of Vietnamese labour mediators, labour arbitration councils and the courts, in the statutory sequence.

Practical fix: keep the contract under Vietnamese law and use the prevailing-language clause for linguistic conflicts instead of a governing-law clause. If headquarters insists on a foreign-law reference for group reporting, relegate it to an internal policy memo — never to the labour contract itself.

Review checklist for bilingual contracts (in-house/HR)

Run this checklist before every signing round — and again after any amendment:

1. [ ] Both versions carry all Article 21 content groups — neither "summarised".
2. [ ] Prevailing-language clause present (recommended: Vietnamese).
3. [ ] Figures (wages, allowances, terms) match exactly across versions.
4. [ ] Legal terms translated by Vietnamese-law concept, not word-by-word.
5. [ ] Signed and sealed on both versions; each party keeps a full set.
6. [ ] For Chinese employees: check work permit + residence; the contract supports the permit.
7. [ ] Review probation clauses: duration and probation pay comply with Vietnamese law — do not copy Chinese standards.
8. [ ] Check confidentiality and non-compete clauses: scope, duration and compensation must be reasonable — an overbroad non-compete may be partially invalidated by the courts.
9. [ ] Cross-check against internal labour rules and any collective agreement: the contract must not undercut committed standards.

Notes on terminating bilingual contracts

At termination, all paperwork (termination notices, liquidation minutes, dismissal decisions) should be bilingual as well — avoid a situation where the contract is bilingual but the termination documents are Vietnamese-only, prompting Chinese employees to complain they "did not understand". In particular, the advance notice periods for unilateral termination (Articles 35–36 of the Labour Code) must be strictly observed — breaching the notice period triggers compensation obligations, whatever the bilingual contract says.

Keep signed bilingual copies of every termination document. In a later dispute, a complete bilingual paper trail is the employer's best evidence that the employee understood each step.

FAQ

1. Must a bilingual labour contract include Vietnamese? Not prohibited to be bilingual; but Vietnamese bodies resolve from the Vietnamese version. Always keep it full with a prevailing-language clause.

2. Which version applies on conflict? Per the prevailing-language clause. Recommended: Vietnamese prevails for resolution in Vietnam.

3. What mandatory contents? Article 21 lists: job, workplace, term, wages, working/rest hours, SI/HI/UI, training, OSH…

4. Most mistranslated terms? "Probation", "suspension", "unilateral termination", "training cost reimbursement", "collective labour agreement" — translate the Vietnamese-law concept.

5. Extra papers for Chinese employees? Work permit (or exemption) and appropriate visa/residence; the contract supports the permit application.

Employing Chinese workers and need your bilingual labour contracts reviewed to avoid translation traps and prevailing-language disputes? FLAT LAW FIRM drafts and reviews Vietnamese–Chinese bilingual labour contracts and handles foreign-related labour disputes. Call our hotline 0988424851.

Legal bases

• Labour Code 45/2019/QH14: Art. 14 (form), Art. 21 (contents).
• Decree on foreign employees in Vietnam (instrument in force) — conditions, work permits.

Verification notes

Language rules: labour law does not prohibit bilingual contracts; the Vietnamese-prevails recommendation is practical guidance (stated as recommendation, not statutory duty). Work permit procedures follow the decree in force at application.