Vietnam's 2023 Amended Law on Electronic Transactions: A Practical Guide to the Legal Effect of PDF Contracts and Electronic Signatures

NEXORA Law Firm specializes in helping foreign companies navigate Vietnam's legal framework for electronic contracts, electronic signatures, and paperless operations, and provides practical support so that foreign companies can confidently make use of electronic transactions in Vietnam. Under the amended Law on Electronic Transactions, which took effect in 2023, the legal effect of PDF contracts and electronic signatures has been set out expressly in the statute, and proper implementation is now required. This article is written for readers interested in "the legal effect of electronic contracts in Vietnam," "the legal status of PDF contracts in Vietnam," "types of electronic signatures and their validity," "the evidentiary value of electronic data," and "digitalization for foreign-invested companies." It explains, in accessible terms, the outline of the legal amendment and the key points for practical compliance. The law formally recognizes the legal effect of PDF contracts, and also expressly provides for the use of electronic signatures and certification services. This article explains in detail the practical benefits, risks, and countermeasures associated with electronic contracts.

Under Vietnam's Law on Electronic Transactions as amended in 2023, the legal effect of PDF contracts is now formally recognized, and the use of electronic signatures and certification services has likewise been expressly codified. This article explains in detail the practical benefits, risks, and countermeasures associated with electronic contracts.

01 - The Legal Effect of Electronic Contracts under Vietnam's Law on Electronic Transactions (2023 Amendment) — What Changed

1.1. The Legal Value of the "Data Message" Underlying Electronic Contracts

One of the most notable features of the amended Law on Electronic Transactions of 2023 is that it expressly recognizes a "data message" (electronic data) as a legally valid written document. In particular, Articles 9 through 11 provide that a contract created in electronic form has the same legal effect as a paper document, provided the following requirements are met:

Ensuring integrity (the data has not been altered)
Accessibility (it can be accessed and used as necessary)

For example, if a contract created and stored in PDF format satisfies the above conditions, it is treated not merely as an "electronic file" but as having the legal effect of an original contract document.

1.2. New Requirements for Converting Between Paper and Electronic Form

Article 12 also sets out clear rules on the mutual conversion between paper contracts and electronic documents (such as a PDF). Specifically, the following requirements apply:

The electronic file produced through conversion (e.g., scanning) must retain integrity equivalent to that of the original
It must remain accessible and reusable as necessary
It must bear an identifying mark or the name of the entity that carried out the conversion, indicating that conversion has taken place

This provision clarifies that the traditional interpretation — that a contract is not valid without a paper original — is no longer tenable, which is a significant reassurance for practitioners.

The Practical Impact of the Amendment: Promoting the Conclusion of PDF Contracts

In the past, many in Vietnam harbored concerns about the evidentiary value and originality of electronic-format contracts such as PDFs. This amendment now makes clear that, provided certain technical and operational conditions are met, a PDF contract is to be treated the same as a paper contract. This represents an important step forward for the further spread of electronic contracting and improved operational efficiency.

1.3. Points to Note for Future Practice

In light of the amended law, the following measures are called for:

When storing contracts electronically, consider adopting electronic signatures or hashing technology to ensure integrity
Scanned data should be managed with an identifying mark and a record of the conversion
Internal regulations and contract management workflows should be updated to accommodate electronic contracting

1.4. The Process for Concluding an Electronic Contract

In general, the process for concluding an electronic contract proceeds as follows.

Of these steps, step ② is not mandatory. The parties may choose to send the contract directly and confirm/sign by email (sending scanned PDF data by email), or they may use an electronic contracting platform (such as FPT.eContract, VNPT eContract, MISA eSign, Adobe Sign, or DocuSign). In the latter case, both parties upload the contract to the electronic contracting system (step ②), and once both have applied their electronic signatures, the system authenticates the signatures and applies a timestamp. This secures the integrity of the contract (it cannot be altered after signing), and the timestamp establishes the time of conclusion, making it easy to search for and verify the contract with a high degree of transparency.

In many cases, it is recommended to use trust services — such as timestamping, certification of data messages, and certification of electronic signatures — to ensure the authenticity and integrity of the contract. "Trust services" (CeCA — Certified eContract Authority) is one of the newly introduced concepts under the 2023 Law on Electronic Transactions.

02 - PDF Contracts Move Beyond the "Gray Zone": The Practical Changes Brought by the 2023 Law on Electronic Transactions

2.1. The Significance of Formally Recognizing PDF Contracts as "Legally Valid"

With the entry into force of the amended Law on Electronic Transactions, the conclusion of contracts by PDF file has now been clearly recognized as legally valid. Under Articles 9 through 12, a PDF-format contract that satisfies certain technical conditions is treated as having the same legal effect as a paper contract.

This clarification makes contracting procedures between companies safer and more efficient, and helps avoid risks such as lost documents in the mail or procedural delays. This is particularly beneficial in international commercial transactions, offering significant advantages in terms of saving time and cost and enabling a faster contracting process.

2.2. Resolving Long-Standing Concerns Under the New Law

Under the former 2005 Law on Electronic Transactions, PDF contracts were, in principle, treated as valid, but because the legal basis was unclear, a number of concerns were frequently raised, such as:

Is a scanned signature legally valid?
Is an electronic signature mandatory?
Is consent conveyed by email sufficient to form a contract?
Can it be submitted as evidence in court?

The 2023 law codifies clear answers to these previously ambiguous questions — for example, expressly stating that "click-wrap" contracts (in which a party clicks an agreement button on a website) are also lawful. As a result, electronic contracting is no longer a gray area but has become a formally recognized means of contracting.

2.3. Practical Advantages and Challenges of PDF Contracts

PDF contracts offer the advantage of requiring no system cost and enabling a simple process conducted by email. Because the process can be completed simply by drafting the contract in Word or PDF and exchanging the signed file, it is an accessible method for small and medium enterprises and local Vietnamese entities to adopt.

That said, the traditional practice of merely inserting an image of a signature has provided insufficient assurance of authenticity (proof that the person concerned actually signed) or integrity (whether the document has been altered). For this reason, PDF contracts have also carried a risk of forgery or falsification, and their legal effect has at times been called into doubt.

2.4. Strengthening Reliability Through Electronic Signatures and Certification Services

Under the 2023 law, the use of electronic (digital) signatures and certification services (trust services) is encouraged for PDF contracts. Using an electronic signature strengthens legal protection in the following ways:

The contract document is locked and cannot be altered
The signatory's identity is authenticated via an electronic certificate
A timestamp is applied at the time of signing

In addition, by using a certification service, a signed PDF can be assigned a certification code and stored securely with a third-party institution. This makes it possible, in the event of a future dispute, to objectively prove the authenticity of the contract and the timing of its conclusion, which is also useful in litigation and audits.

2.5. PDF Contracts Evolve from an "Unmanaged" to a "Trusted" Form of Contracting

In this way, PDF contracts are no longer merely a "simplified means" of contracting but have evolved into a legally grounded, trustworthy form of contract. Combining PDF contracts with certification services is strongly recommended in situations such as:

Cross-border contracts between multinational companies
Complex contractual schemes involving multiple parties
High-risk transactions in sectors such as real estate, finance, and IT

The Next Step for Electronic Contracting: Designing for Trust

With the entry into force of the 2023 Law on Electronic Transactions, PDF contracts have become a trusted option in business — valued not merely for their convenience but for their security. Going forward, rather than simply exchanging PDFs, designing a contracting workflow that combines electronic signatures and certification services will likely become the new standard in corporate legal practice.