The ongoing digital transformation in Vietnam, which was intensified by the COVID-19 pandemic, has led to electronic signatures (E-Signatures) being a common talking point, due to them being an invaluable tool used by businesses across the world. Vietnam has accepted e-signatures into its legal framework, allowing it to be recognised in a wide variety of use cases and transactions, however, the implementation and practical usage still pose challenges in the majority of commercial transactions.
In this article, we seek to provide practical insights into E-Signature usage in Vietnam and highlight current issues and gaps in their ongoing implementation.
E-Signatures in Vietnam: legal definition and characteristics
As described in the Vietnam Law on E-Transactions 2005, an E-Signature is defined as a signature created in the form of words, letters, numerals, symbols, sounds or other forms by electronic means, logically attached or associated with a data message and capable of certifying the person who has signed the data message as well as the approval of such person to the content of the signed data message. Based on this structure, E-Signatures can be presented in a variety of formats, such as audio, images, pictures and sometimes just a mouse squiggle on a screen, or a hand-signature created on a tablet using your finger or stylus.
A further element of the legal framework of Vietnam is Digital Signatures, which are a form of E-Signature created by transforming a data message using asymmetric cryptography, in which those who have initial data messages and the public key of the signer can be determined exactly. Due to its safety and security during the process of creation, archiving and certification, Digital Signatures are more commonly used in Vietnam than standard E-Signatures.
At the end of 2021, Vietnam had 16 public Digital Signature certification providers licensed to undertake E-Signature certification services (in the field of Digital Signatures), and have granted 3,942,074 digital certificates.
Digital Signatures and usage in commercial contracts
As mentioned above, Digital Signatures are a form of E-Signature. In other words, an E-Signature includes a wide range of cryptographic forms of representation such as a scanned image, or an image signature, however, a Digital Signature is the most commonly used digital form in Vietnam for signing/certifying contracts.
In commercial practice, most Vietnamese laws only recognise the validity of contracts prepared in electronic form which are signed by a Digital Signature. The validity of contracts signed by scanned signature or image signature is generally not mentioned within the Vietnamese legal framework, thus rendering other forms of electronic signature-less useful in contract signing.
Key regulations covering E-Signatures in Vietnam
Under the laws of Vietnam, there are several key conditions and requirements for using an E-Signature, which are detailed below.
Security conditions
E-Signatures can be deemed to meet the legal security conditions if they satisfy one of the following:
Option 1: An E-Signature is considered secured if it is verified by a security verifying process agreed upon by both parties and it (i) satisfies the following security conditions:
- E-signature creation data is only attached to the signatory who is using it
- E-signature creation data is only under the control of the signatory at the time of signing
- Any changes to an E-signature after signing are fully detectable
- Any changes to the contents of the data message after signing are fully detectable
Option 2: If an E-Signature is already certified by an E-Signature Certification Organisation, it is deemed to satisfy the above-mentioned conditions.
In practice, the second option is the most widely used in Vietnam due to its simplified and clear process.
Legal validity: E-Signatures and Digital Signatures
Not every type of E-Signature and Digital Signature has legal validity in order to be used in the transactions in a compliant manner. In the table below we delineate the conditions for documents signed using the E-Signature:
| Required provisions for E-Signatures | |
|---|---|
| Documents which require a signature |
|
| Documents which require a stamp
| Must fulfil the Security Conditions as mentioned in Section 1 |
| Required provisions for Digital Signatures
| |
| Documents which require a signature | The document is signed by a Digital Signature which is secured as follows:
|
| Documents which require a stamp | |