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E-Contracts in Vietnam 2025: Latest Regulations and Business Impact

By 2025, over 80% of Vietnamese businesses are expected to adopt electronic contracts. Backed by Decree 23/2025/ND-CP and the Draft Law on E-commerce, this shift offers faster transactions, legal clarity, and cross-border potential—reshaping how organizations operate in the digital economy.

May 06 ,2025 - min read

In the digital age, electronic contracts (e-contracts) are pivotal, enhancing speed and efficiency in business and civil transactions. Vietnam's e-contract landscape is rapidly evolving, bolstered by increasingly robust legal frameworks and national digital transformation objectives. By 2025, projections indicate that over 80% of businesses will adopt e-contracts, with significant legal reforms in 2025 poised to reshape organizational operations. This article delves into the latest regulatory developments and analyzes their implications for businesses.

 

 

1. Overview of Electronic Contracts

1.1 Definition and Legal Framework

As defined in Clause 16, Article 3 of the 2023 Law on Electronic Transactions, an electronic contract is a contract established in the form of a data message. E-contracts hold the same legal validity as traditional contracts, contingent upon meeting requirements pertaining to information reliability, integrity, and valid digital signature authentication. The primary legal sources governing e-contracts include:

  • Law on Electronic Transactions 2023 (effective July 1, 2024)

  • Commercial Law 2005

  • Civil Code 2015

  • Decree 52/2013/ND-CP

  • Relevant guiding documents

 

1.2 Signing and Validity Regulations

An electronic contract becomes effective upon conclusion, unless otherwise agreed by the parties or stipulated by law. The execution, transmission, reception, and storage of e-contracts are all conducted through electronic means.

 

1.3 Digital Signatures and Electronic Authentication

Digital signatures, electronic signatures, and electronic authentication are crucial in ensuring the legal validity and security of e-contracts. Notably, individuals can now utilize VNeID in conjunction with eKYC for e-contract signing, streamlining both contract authentication and execution.

 

2. Key Legal Regulations in 2025

2.1 Decree 23/2025/ND-CP on Electronic Signatures and Trust Services

Decree 23/2025/ND-CP, effective from April 10, 2025, supersedes Decree 130/2018/ND-CP and Decree 48/2024/ND-CP concerning digital signatures and digital signature authentication services. This new decree refines the legal framework for electronic signatures and trust services, introducing the following key enhancements:

  • Expanded Regulatory Scope: The decree encompasses not only digital signatures but also electronic signatures and trust services, with the exception of specialized-use digital signatures for official purposes and specialized-use digital signature authentication services for official purposes.

  • Classification of Electronic Signature Certificates: The decree provides detailed classifications of certificates, including root digital signature certificates, digital signature certificates issued by trust service providers, public digital signature certificates, and specialized-use electronic signature certificates.

  • Enhanced Legal Security and Management: The decree establishes stringent regulations governing licensing prerequisites, license revocation, prohibited activities, and measures for addressing violations.

Decree 23/2025/ND-CP has a substantial impact on electronic transactions, mandating that stakeholders update their practices and adhere to the revised regulations to uphold the legal validity of transactions and mitigate potential risks.

 

2.2 Draft Law on E-commerce

The Ministry of Industry and Trade is currently developing and finalizing the Draft Law on E-commerce, which is expected to introduce further regulations pertaining to electronic contracts. The objectives of this Draft Law include:

  • Contract Conclusion on Digital Platforms: The law will delineate clear procedures and conditions for concluding contracts via online platforms.

  • Product and Service Identification and Authentication: The law will bolster the legal validity of e-commerce transactions by establishing regulations for the identification and authentication of traded products and services.

  • Protection of the Rights of Involved Parties: The law will reinforce provisions aimed at safeguarding the rights of both buyers and sellers involved in electronic transactions.

The Draft Law on E-commerce is instrumental in fostering a transparent and secure legal environment for electronic contract transactions within the e-commerce sector, while also aligning with international integration standards.

 

2.3 Electronic Notices

The 2023 Law on Electronic Transactions affirms that notices in the form of data messages possess the same legal validity as written notices. This provision streamlines information exchange during electronic transactions, ensuring transparency and transaction traceability.

 

2.4 Specific Regulations in the Field of Bidding

In the field of bidding, Circular 22/2024/TT-BKHĐT offers specific guidance on electronic contracts within the National Bidding Network System. The circular outlines mandatory documents, contract templates, and digital signing procedures, thereby standardizing and enhancing the efficiency of electronic bidding processes.

 

 

3. Core Contents, Benefits, and Risks of Electronic Contracts

3.1 Minimum Contents of Electronic Contracts

Regardless of whether they are commercial, civil, or labor contracts, electronic contracts must incorporate the following minimum contents:

  • Information pertaining to the participating parties

  • Agreed content, encompassing rights, obligations, payment terms, delivery conditions, and confidentiality clauses

  • Effective date

  • Dispute resolution clause

  • Digital signature or electronic authentication of the parties

 

3.2 Benefits of Electronic Contracts

Electronic contracts offer numerous advantages to businesses and transaction participants, including:

  • Cost, Time, and Labor Savings: By optimizing processes, e-contracts minimize expenses associated with printing, shipping, and physical document storage.

  • Optimized business administration

  • Enhanced Transparency, Storage, and Retrieval: E-contracts bolster transparency, facilitate efficient contract searching and management, and mitigate the risk of document loss.

  • Promotion of Environmental Protection and Digital Transformation: Reducing paper consumption, e-contracts support sustainable development goals and the national digital transformation initiative.

 

3.3 Risks and Challenges

Alongside their benefits, electronic contracts also present certain risks and challenges:

  • Risk of Cyberattacks and Information Leakage: Businesses must prioritize robust security measures and employ reputable digital signing platforms.

  • Issues Concerning Legal Awareness, Authentication Procedures, and Dispute Resolution: Continued efforts are needed to enhance awareness and streamline processes related to e-contracts.

 

 

4. Development Trends and Solutions

4.1 National Goals for E-contract Usage Rate

The Vietnamese government aims to achieve a minimum e-contract usage rate of 80% among businesses by 2025, progressing towards 100% by 2030. This ambitious target underscores a commitment to promoting digital transformation and the widespread adoption of e-contracts across the economy.

 

4.2 Development of Electronic Contracts for Individuals

The implementation of e-contract signing via VNeID and other electronic identification platforms is streamlining transactions between businesses and consumers (B2C) and between individuals (C2C). This development is unlocking new opportunities in sectors such as e-commerce, online services, and civil transactions.

 

4.3 National E-contract Development Axis

The Ministry of Industry and Trade is establishing a national electronic contract development axis system to ensure seamless intercommunication, authentication, and management of electronic contracts for organizations, businesses, and individuals. This system will play a pivotal role in creating a secure and efficient e-contract ecosystem.

 

4.4 Cross-Border Electronic Contracts

Vietnam is also focusing on developing collaborative frameworks between domestic and international authentication systems to facilitate cross-border electronic contract transactions. This focus is crucial in the context of deepening international economic integration.

 

4.5 Dispute Resolution and Protection of Rights

Disputes pertaining to electronic contracts are resolved in accordance with regulations governing contracts, civil proceedings, and commercial arbitration. To safeguard their rights, businesses are advised to:

  • Utilize reputable providers for digital signing and contract storage services.

  • Proactively implement security measures and risk management practices.

 

 

Conclusion

Electronic contracts in Vietnam in 2025 are underpinned by an increasingly complete legal framework, aligning with the trends of digital transformation and international integration. Decree 23/2025/ND-CP on electronic signatures and trust services, coupled with the Draft Law on E-commerce, represents significant strides in reinforcing the legal validity, security, and efficiency of e-contracts.

To maximize benefits and mitigate risks, businesses and individuals should:

  • Remain abreast of new legal regulations.

  • Adhere to regulations governing the signing, storage, and security of electronic contracts.

  • Select reputable and secure e-contract solutions and services.

With technological advancements and government support, electronic contracts will continue to play an increasingly vital role in driving the growth of the digital economy in Vietnam.

 

❓ Frequently Asked Questions: E-Contracts in 2025

1. Do electronic contracts have legal validity?
Yes. According to the Law on Electronic Transactions 2023, e-contracts have the same legal validity as paper contracts if they ensure data integrity, reliability, and are signed with a valid digital signature.

2. How does Decree 23/2025/ND-CP impact businesses?
This decree expands the scope to cover both electronic signatures and trusted services. It requires businesses to update their signing procedures to maintain legal validity and reduce risk.

3. Can individuals sign electronic contracts?
Yes. Individuals can now sign e-contracts using VNeID combined with eKYC, enabling fast, secure, and verified identity confirmation.

4. What key elements must an e-contract include?
Parties’ information, agreement terms, payment clauses, effective date, dispute resolution terms, and digital signatures or electronic authentication.

5. What should businesses keep in mind when using e-contracts?

  • Choose a reputable digital signing platform

  • Ensure legal compliance

  • Apply strong security and data storage measures

6. Which platform is recommended for easy and compliant e-contract implementation?
Businesses can explore Kyta Platform — a comprehensive solution for e-contracts with integrated digital signing, legal archiving, and AI-powered support, fully compliant with Vietnam’s 2025 legal standards.

7. Is there a solution for automating the entire e-contract lifecycle?
Yes. Platforms like Kyta ALM help automate contract creation, negotiation, signing, and archiving — saving up to 90% of processing time and reducing manual errors.

 

Reference

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