NEED-TO-KNOW
VALIDITY OF DIGITAL SIGNATURE
1. What is a digital signature? A digital signature (DS) is a form of electronic signature of an individual or organization. DS can be provided by an official unit (providing DS certification services in accordance with Vietnamese law, such as VNPT, Viettel, FIS CORP,…) or unofficially (not licensed by the Government of Vietnam).
2. Does DS invalidate a civil transaction?
Transactions signed with DS have the same legal validity as directly signed[i], when DS meets the security conditions prescribed by law (validity, secret key, public key, control of the signer’s secret key,…). In other words, signing with a legally satisfactory DS will not render the transaction invalid.
Note, according to Vietnamese law[ii], Transactions are considered invalid when the subject establishing the transaction laDS capacity (passive legal, active legal). Simply, we need to verify that the DS really belongs to the partner’s representative and is it legal?
We think that the use of DS provided by an official unit would be advantageous in this verification, as well as when requesting the deed as evidence if a dispute arises in this regard (using unofficial DS, even provided by a world-renowned unit, but it will be difficult to prove this).
3. Does the Company’s individual DS have a legal risk for transactions?
If the transaction is signed using the Company’s legitimate DS, then it is essentially valid, the likelihood of invalidity will be very low.
If the transaction is signed with a personal DS (whether a individual of the Company, a legal representative, even with the Company’s seal), then it can still be disputed as to the validity of the transaction resulting in the transaction being invalid. Because then, the conclusion will depend on the evidence proving the legitimacy of DS as mentioned above.
[i] Article 8 and 9 of Decree No. 130/2018/ND-CP
[ii] Articles 122 and 117 of the Civil Code No. 91/2015/QH13
