How the new Law Electronic Transactions 2023 could affect the signing of contracts by exchanging pdf copies in Vietnam?
In the modern day, signing of contracts is increasingly done through the creation and exchange of pdf copies of the agreed contract by the relevant parties instead of physically signing and exchanging hard copy documents. Previously, the Law on Electronic Transactions 2005 allows the parties to have substantial flexibility in agreeing on how contracts can be signed by way of creating and exchanging pdf copies. However, from 1 July 2024, several new provisions under the Law on Electronic Transaction 2023 (LET 2023) could affect how the parties could sign a contract via the creation and exchange of pdf copies of the agreed contract. In particular,
The LET 2023 appears not to allow an individual to have an e-signature which can be created from a scanned signature of such individual. Accordingly, the practice of having the signature page printed, signed, scanned and attached to the body of the contract may not be considered as signing the contract by the relevant individual.
The LET 2023 requires an electronic record (thông điệp dữ liệu) converted from a hard copy document to have a specific indication that it has been converted from a printed copy and the details of the person/entity conducting the conversion. Accordingly, a simple scanned pdf copy of a contract without the required information may not qualify as an electronic record of such contract.
To mitigate the risks arising from the above, from 1 July 2024, if the parties intend to sign a contract via the creation and exchange of pdf copies of such a contract, then the parties may consider having the following provisions:
a provision to the effect that a scanned signature page of a contract constitutes a written consent by the relevant signatory to the contract as provided under Article 400 of the Civil Code 2015. In addition to signing the contract (ký hợp đồng), Article 400 of the Civil Code 2015 allows a party to enter into a written contract by providing a written consent; and
a provision that if a pdf version of a contract is a scanned copy of a printed document then the party sending such pdf copy is the person conducting the conversion and a statement that the document is an electronic record converted from a printed document is valid.
This post is written by Nguyen Quang Vu.