Question:
We are currently considering the adoption of electronic contracts in our business operations. We would like to request SB Law’s legal advice on the potential legal risks involved?
Answer:
With respect to the use of electronic contracts, particularly in the context of the recently issued Decree No. 23/2025/ND-CP on digital signatures and trusted services:
This new Decree introduces several key provisions that directly impact the decision to implement electronic contracts. Specifically, enterprises are now required to use public digital signatures provided by licensed service providers. In addition, both the signatory and the recipient have the obligation to verify the validity status of the digital certificate at the time of signing. Furthermore, the software used for digital signing and verification must meet specific technical requirements as stipulated by the Ministry of Information and Communications.
Based on the aforementioned new regulations and the current legal provisions regarding the storage and retention periods of documents, we would like to highlight several potential legal risks associated with the use of e-contracts. If there are any errors in verifying the validity of the digital signature, the document may be considered legally invalid and, as such, may not satisfy the required 10-year or permanent retention periods under the Accounting Law. This may result in serious legal consequences for tax purposes, such as the rejection of deductible expenses, administrative penalties, or tax arrears.
In addition, although some electronic documents bearing digital signatures may only be subject to a three-year retention period, many types of accounting records are mandatorily required to be retained for ten years or permanently. Relying on a third party's IT infrastructure to manage e-contracts also poses risks related to maintaining proper retention periods and access rights in the event of a dispute or platform failure.
