VI Corporate electronic contracts in 2026 are used in various business activities, including the sale and purchase of goods, provision of services, software leasing, and transactions between companies. Exchanging, signing, and storing contracts on digital platforms can shorten the approval process. However, enterprises should not equate a PDF file containing an image of a signature with compliance with all legal requirements concerning contracts, electronic signatures, and evidentiary value.
This article focuses on commercial contracts between enterprises (B2B) and does not cover the procedures for concluding electronic employment contracts under specialized regulations. The five matters to be reviewed below constitute a proposed management process based on the Law on Electronic Transactions and applicable contract laws, rather than five mandatory conditions established in a single list under the law.
1. Legal Basis for Corporate Electronic Contracts in 2026
The Law on Electronic Transactions No. 20/2023/QH15, dated 22 June 2023, promulgated by the National Assembly, took effect on 1 July 2024. The Law governs transactions conducted by electronic means, with Articles 8–11 addressing the legal validity of data messages and Articles 34–38 concerning the conclusion and performance of electronic contracts. This Law serves as the applicable legal basis in 2026 and is not a new law separately promulgated for 2026.
Clause 2, Article 1 of the Law on Electronic Transactions stipulates that the Law does not regulate the contents, conditions, or forms of transactions. Accordingly, when assessing the validity of a specific commercial contract, enterprises must also refer to the Civil Code No. 91/2015/QH13, the Commercial Law No. 36/2005/QH11, and relevant specialized regulations if the transaction falls within a sector subject to specific conditions.
Clause 16, Article 3 defines an electronic contract as a contract established in the form of a data message. Under Article 8, information contained in a data message shall not be denied legal validity solely because it is presented in electronic form. However, the principle of non-discrimination against electronic means does not mean that every data file automatically satisfies the requirements concerning the contracting parties, intention to enter into a contract, contractual form, or evidence.
2. Five Matters to Review Before Signing Corporate Electronic Contracts in 2026
2.1. Checking the Conditions for Transaction Validity
First, the Legal Department needs to determine whether the contract falls within the category of transactions permitted to be conducted by electronic means and whether notarization, authentication, or specialized procedures are required. Article 9 of the Law on Electronic Transactions stipulates the conditions under which a data message satisfies the requirements for a written document, as well as requirements applicable to documents subject to notarization or authentication. Enterprises cannot assume that sending a PDF file by email replaces all legal formalities applicable to a transaction.
For corporate electronic contracts in 2026 involving ordinary commercial activities, enterprises should review the legal entity information, contractual subject matter, price, rights and obligations, payment terms, and liability for breaches. These contents do not automatically become valid merely because they are processed through a platform equipped with digital signature functionality.
2.2. Verifying the Signatory’s Authority and Signing Method
For corporate electronic contracts in 2026, signing authority remains an issue independent of the technology used for signing. Enterprises should verify the legal representative, the company’s charter, and relevant authorization documents before allowing the signatory to confirm the contract on the system. An account managed by an employee does not automatically grant that employee the authority to bind the legal entity in all transactions.
Article 22 of the Law on Electronic Transactions distinguishes between specialized electronic signatures and digital signatures based on technical, identification, and control criteria. Article 23 provides that an electronic signature shall not be denied legal validity solely because it is presented in electronic form. A digital signature or a secure specialized electronic signature has the same legal validity as an individual’s signature on a paper document.
Therefore, enterprises need to assess the actual type of signature used, its authentication basis, and the applicable requirements, rather than assuming that every image of a signature provides the same level of assurance.
2.3. Ensuring Data Integrity and Traceability
Article 10 of the Law on Electronic Transactions stipulates the conditions under which a data message may be used and has the same value as an original document. Specifically, the information must remain intact from the time it is first generated in its complete form and must be accessible and usable in its complete form. Article 11 governs the evidentiary value of data messages, taking into account the reliability of the methods used to generate, send, receive, and store such messages.
Under the corporate electronic contract process in 2026, enterprises should retain the final contract version, revision history, timestamps, signatory information, and authentication data. Retaining only a downloaded PDF file without transaction history or signature verification may make it more difficult to establish evidence in the event of a dispute, although this does not automatically render every such contract invalid.
2.4. Agreeing on the Methods of Sending, Receiving, and the Time of Contract Conclusion
Article 35 of the Law on Electronic Transactions provides for offers to enter into and acceptance of electronic contracts through data messages, unless otherwise agreed by the parties. Article 36 allows the parties to agree on technical requirements, data integrity, and security in the conclusion and performance of contracts. Article 37 refers to the rules governing the sending and receipt of data messages.
When implementing corporate electronic contracts in 2026, enterprises should clearly specify which email addresses or accounts are authorized to send acceptance notices, when an action performed on the system is deemed to constitute acceptance, who is responsible for receiving notifications, and how evidence of sending and receipt is retained.
This is particularly important when automated systems are used, as a purchase order generated by a machine may give rise to transactional obligations under the agreed terms.
2.5. Checking Security and Storage After the Contract Takes Effect
Electronic contracts often contain the names of legal representatives, telephone numbers, email addresses, payment information, service prices, and confidential business data. Enterprises need to establish access permissions, control downloading and forwarding activities, implement backup and storage arrangements, and comply with applicable legal obligations, information protection policies, and confidentiality agreements with partners.
For enterprises operating multiple branches or conducting transactions with overseas parent companies, it is advisable to identify the primary storage system and establish procedures for reconciling signed contracts with invoices, purchase orders, and acceptance records.
This is a risk management recommendation and does not constitute a legal requirement that all contracts must be stored on a single software platform.
3. Commonly Overlooked Risks in Corporate Electronic Contracts in 2026
The first risk is assuming that inserting an image of a signature into a PDF file is sufficient to ensure that the contract has the same legal validity as a paper document.
The second risk is that the person signing the contract lacks the authority to represent the enterprise, or that the account used for signing is shared among multiple individuals.
The third risk is the absence of version history and evidence establishing the time of acceptance.
In addition, an electronic signing process may be technologically compliant while the contract itself still fails to satisfy substantive legal requirements, internal approval requirements, or specialized legal procedures.
For corporate electronic contracts in 2026, enterprises should establish a pre-signing checklist before uploading contracts to an electronic signing platform, agree on authentication methods with their partners, and verify their ability to retrieve evidence throughout the applicable retention period.
In the event of a dispute, the key issue is not merely whether a contract file exists, but also whether the enterprise can prove who accepted the contract, which terms were accepted, and when such acceptance took place.
4. Frequently Asked Questions
Do Electronic Contracts Have the Same Legal Validity as Paper Contracts?
Data messages shall not be denied legal validity solely because they exist in electronic form. However, the validity of a specific transaction and its compliance with applicable form requirements must still be assessed in accordance with the Law on Electronic Transactions, contract laws, and relevant specialized regulations.
Is the Use of Digital Signatures Mandatory for Electronic Contracts?
There is no single rule that applies to every type of transaction. The applicable requirements must be assessed based on the type of contract, formal and authentication requirements, the mechanism for proving the parties’ intention to enter into the contract, and relevant specialized regulations. Article 23 specifically provides for the legal validity of digital signatures and secure specialized electronic signatures.
Can Enterprises Retain Only the PDF File Without Keeping the Signing History?
Retaining only a PDF file does not automatically invalidate an electronic contract. However, in the event of a dispute, enterprises may encounter difficulties in proving the origin, integrity, and time of acceptance of the contract. Retaining authentication data together with the contract is therefore a reasonable risk control measure.
5. How Does PHAM CONSULT Support Enterprises?
PHAM CONSULT provides legal consultancy and compliance support services to enterprises in Vietnam. Depending on the agreed scope of work, enterprises may seek assistance with legal entity documentation, signing authority, transaction terms, and document retention procedures to support business operations, accounting, and internal controls. A clear electronic contract process also helps mitigate risks among the procurement, finance, and legal departments.
For further information on electronic employment contracts and to distinguish the applicable specialized regulations, please refer to PHAM CONSULT’s related article:
Official website: https://phamconsult.com/.
Legal Basis and Official Sources
1. Law on Electronic Transactions No. 20/2023/QH15 dated 22 June 2023, Articles 1, 3, 8–11, 22–23, and 34–38:
https://vanban.chinhphu.vn/?classid=1&docid=208421&pageid=27160
2. Ministry of Information and Communications, full text of the Law on Electronic Transactions:
https://mst.gov.vn/van-ban-phap-luat/24987.htm
Disclaimer: This article is provided for reference purposes only and does not constitute professional legal advice in relation to any specific transaction. Contract conclusion requirements, electronic evidence, and sector-specific regulations must be reviewed on a case-by-case basis. Please contact PHAM CONSULT for appropriate legal advice before making any decisions.
