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The National Assembly of Vietnam passed the new e-Transaction law replacing the previous one, No. 51/2005/QH11, with 7 chapters and 54 articles, coming into effect July 1st 2024.
A revised Law on e-Transactions (“New ET Law”) was passed by the National Assembly on June 23rd, 2023, replacing current ET Law No. 51/2005/QH11. Both onshore and offshore corporations transacting with consumers in Vietnam will be directly impacted by the New ET Law’s 7 chapters and 54 articles. The ET Law 2005 will be displaced upon enacting the New ET Law.
This revised law significantly expands the scope of the ET Law 2005. This law specifically excluded certain certificates from its application, including land-use certificates, certificates of exchange, and similar documents. Unlike the previous ET Law, the New ET Law only applies to electronic transactions that fall under other laws governing their substance, conditions, and forms.
There are only a few changes introduced by the New ET Law compared to ET Law 2005. “Digital signatures”, which are types of electronic signatures, are still referred to as “asymmetric key signatures.” E-signature usage has changed substantially, and it can now be divided into three categories: “specialised e-signature” (for specialised activities by an organisation), “public digital signature” (public certificates guarantee public activities), and “specialised digital signature for official use” (state digital signature).
Additionally, the new law amended, enhanced or added definitions to terms such as “trust service,” “timestamp,” “e-contract,” “digital data,” “master data,” “e-environment,” “e-certificate” and “digital signature certification service.”
The requirements for foreign e-signature certificates and foreign e-signature signatures have changed. A foreign e-signature certificate service provider is required to provide e-signature certificates and e-signature certificates from abroad (among other requirements). One requirement for these service providers’ recognition is having an office in Vietnam. There is still no indication in the ET Law 2005 as to whether this recognition is a license. A process for recognising candidates will be regulated by the MIC.
Additionally, e-contracts require certain elements to be agreed upon, and the execution and performance of e-contracts must comply with ET Law 2005, among other things. To ensure the integrity and confidentiality of such e-contracts, conditions, verifications, and technical requirements can be agreed upon. The New ET Law is not likely to restrict the execution of e-contracts even if certain industries have additional legal requirements for e-contracts. A state management authority for e-contract certification is mandated under the New ET Law.
In the New ET Law, digital platforms and information systems administrators are defined in three new ways, as follows:
Information system serving e-Transaction: An information system designed to serve e-Transactions.
Digital platform serving e-Transaction: An information system that enables e-Transactions to take place.
Intermediary digital platform serving e-Transaction: An e-transaction platform owned and operated by a third party independent of all parties involved.
Moreover, under the new ET law, administrators of information systems are responsible for e-transactions as well as very large-scale intermediary digital platforms. Information is provided via electronic means to the competent agencies in accordance with the law for the purposes of state management. Under the New ET Law, digital intermediaries must publish parameters/criteria that govern how suggested content and advertising appear to users on large-scale digital platforms, ensuring that users have the ability to uninstall preinstalled applications without affecting basic technical features so that the system functions properly.
Among the e-Transactions allowed by the New ET Law are e-Transactions carried out within state agencies, e-Transactions between agencies, and e-Transactions between agencies, organisations, and individuals. A number of significant principles are outlined in the New ET Law, including data connectivity, data sharing, and open data. For example, competent state agencies are required to distribute open data that agencies, organisations, and individuals can use, reuse, and share.
Even though the New ET Law is set to take effect on July 1st, 2024, its provisions seem unenforceable. Specific government guidance is needed for businesses to develop effective compliance plans. By the middle of next year, the government plans to release the guiding/implementing decree for the New ET Law.