eSignature Legality in Vietnam

E-Signature Legality Summary

The CC 2015 provides that civil transactions performed through electronic means in the form of a data message are valid and refers to the law on electronic transactions as the applicable law governing the use of electronic signatures.

The LET 2005 is the main legislation covering electronic records and signatures, which recognizes the legal validity of data messages and sets out the rights and obligations of electronic signatures certification service providers and conditions for providing electronic signature services. Decree 130 implements the LET 2005 in relation to digital signatures and digital signature authentication.

Types of Electronic Signature

An Electronic Signature is defined in the LET 2005 as “a signature created in the form of words, letters, numerals, symbols, sounds or other forms by electronic means, logically attached or associated to a data message, being capable of certifying the person who has signed the data message and the approval of such person to the content of the signed data message.”

A Digital Signature is defined by the LET 2005 and Decree 130 as a type of electronic signature created by the transformation of a data message using an asymmetrical cryptosystem in which a person who has the initial data messages and the public keys of the signatory can determine: (i) that the above transformation was created by the correct private key corresponding to the public key in the same key pair; and (ii) the integrity of the content of data messages since the implementation of the mentioned above transformation.

Documents That May be Signed Electronically

CC 2015 does not prohibit Electronic Signatures. Although the LET 2005 and Decree 130 only recognize a Digital Signature as a type of Electronic Signature, an Electronic Signature that is not a Digital Signature is generally accepted if the following criteria are met:

• Identity: The method of creating the electronic signature may identify the signatory and indicate approval of the contents of the document or contract, and

• Reliability: The method of creating the electronic signature is sufficiently reliable and appropriate to the purpose for which the document or contract was created and sent.

The CC 2015, the LET 2005, and Decree 130 do not provide specific guidelines on how the identity of the signatory should be ascertained.

Further Guidance

The following transactions either have specified requirements or caution should be exercised before using Electronic or Digital Signatures:

• Contracts for transfer of immovable assets, construction contracts, loan contracts and security contracts;

• Documents or contracts that must be notarized;

• Documents or contracts that must be submitted to government authorities;

• Documents or contracts that must be sealed;

• Powers of attorney and contracts of mandates; and

• Sale and purchase contracts of certain assets subject to ownership registration need to be notarized to affect the title registration with local authorities.

Digital Signatures are afforded with greater evidentiary value because, as mentioned above, they are recognized by the LET 2005 and Decree 130.