Decree 337 Explained on Electronic Employment Contract in Vietnam

  Sometimes, we come across clients whom dispute against their employers but could not provide a signed labour contract. For some cases, there are a contract version filed at authority for work permit application, and another contract version agreed with the employee.

That could be changed now with electronic employment contract in Vietnam being introduced in 2026.

With the electronic employment contract in Vietnam, a hiring day should end with a digitally signed contract.

Decree 337/2025/ND-CP regulates a clear, standardized way to sign and manage electronic employment contract in Vietnam with digital signatures, timestamps, a provider certification step, and a national platform that assigns each contract a unique ID. 

Electronic Employment Contract in Vietnam

What Decree 337 is About?

What is an electronic employment contract in Vietnam?

An electronic employment contract in Vietnam is a labor contract created as a data message and it has the same legal value as a paper written contract when done correctly under the law. 

Effective date and operation date

• The Decree takes effect from 1 January 2026. 
• The national Electronic Labor Contract Platform must be officially operating no later than 1 July 2026, and the Decree’s e-contract signing and performance rules are applied from 1 July 2026. 

What is required?

Decree 337 uses a simple structure:

1. eContract: the system where employer and employee create, sign, store, and manage the electronic contract. 
2. National platform: a centralized platform managed by the government authority to manage e-contract data. 
3. Contract ID: a unique number issued by the national platform for each electronic contract including converted paper contracts. 

Does it apply to foreign employees?

Yes. Decree 337’s identity document rules explicitly include a valid passport, and for foreigners, a valid visa or proof of visa exemption as applicable. 

Are paper contracts still allowed after 1 July 2026?

Yes. Paper contracts are not banned. Decree 337 encourages employers to use electronic labor contracts to replace paper in HR management and related administrative procedures, but it does not abolish paper contracts. 

Why now introducing electronic employment contract in Vietnam?

Decree 337 will help fix three problems:

1. Proof in disputes: Digital signature and timestamp and provider certification make strong evidence. 
2. Version difference: A contract ID helps keep the contract and related documents including appendices, and other notices in one traceable history. 
3. Standardization: A national platform creates a consistent structure for data storage, security expectations, and compatable to other government related procedures i.e. Work permit. 

How it works?

How a new electronic employment contract in Vietnam is signed

1. Create the contract on an eContract system. 
2. Verify identity of both parties, including foreign employees with passport and visa related documents where required. 
3. Both sides sign digitally, using a timestamp service. 
4. The eContract provider performs the required certification step inside the electronic contract workflow. 
5. Within 24 hours after the last party signs, the provider must send the contract to the national platform to attach the contract ID. 
6. Both employer and employee receive the contract as a data message through the agreed electronic method. 

What happens to paper contracts after July 2026?

Option 1: Keep paper contracts as paper

Decree 337 encourages e-contracts, but it does not force conversion. 

Option 2: Convert old paper contracts into e-contracts when it helps

This is useful if you want:

• clean digital proof,
• easier appendices management later.

Option 3: Keep paper now, convert later only when you need electronic amendments

If a paper contract is later amended via data messages, Decree 337 requires the contract to be convered into electronic version before any future electronic amendments. 

How to convert a paper contract signed years ago into an e-contract?

1. Authenticate the parties. 
2. Create the electronic version on an eContract system. 
3. The employer’s authorized person must digitally sign the converted version to confirm it is accurate and complete compared to the paper original. 
4. The converted electronic contract must be attached with a contract ID from the national platform. 
5. The converted contract has value like the original when it meets e-transaction conditions. 

What this means for employers and employees

For employers

• Faster onboarding, especially with remote managers and cross city teams.
• Cleaner HR records with less paper storage, easier retrieval.
• Stronger evidence trail in disputes signing time, identity checks, contract history. 
• New responsibility including data security, access control, and choosing an eContract provider that meets technical and security requirements. 

For employees

• A contract you can actually keep i.e. digital copy.
• Clearer protection woth timestamps and signing records support what was agreed. 
• Easier for renewals and appendices online.

FAQ on Electronic Employment Contract in Vietnam

Is an electronic employment contract legally valid in Vietnam?

Yes. Decree 337 treats it as a data message labor contract with the same legal value as a paper written contract when signed and handled properly. 

When does an electronic employment contract become effective?

By default, it becomes effective when the last party signs, the timestamp is attached to the signatures, and the provider’s certification step is applied unless the parties agree otherwise. 

Do paper employment contracts still exist after 1 July 2026?

Yes. The Decree encourages electronic contracts, but it does not eliminate paper contracts. 

Do we have to convert old paper contracts?

No. Keeping old paper contracts is allowed. Conversion is optional, and mainly useful if you want a fully digital HR workflow or you plan to handle changes electronically later. 

How do we convert a paper contract into an electronic one under Decree 337?

Authenticate the parties, create an electronic version, employer’s authorized person digitally signs to confirm accuracy, attach a platform-issued contract ID. 

Does Decree 337 apply to foreign employees working in Vietnam?

Yes. The Decree’s identity document rules include a valid passport and valid visa or proof of visa exemption, as applicable. 

What is the contract ID and why should we care?

It is a unique ID issued by the national platform for each e-contract including converted ones. It helps keep the contract and related documents linked and traceable over time. 

Do we need to print the e-contract after signing?

Not necessarily. The electronic form is legally valid. If you need paper for internal use, conversion is available under the legal conversion rules. 

About ANT Lawyers, a Law Firm in Vietnam

We help clients overcome cultural barriers and achieve their strategic and financial outcomes, while ensuring the best interest protection, risk mitigation and regulatory compliance. ANT lawyers has lawyers in Ho Chi Minh city, Hanoi, and Danang, and will help customers in doing business in Vietnam.

Source: https://antlawyers.vn/update/electronic-employment-contract-in-vietnam.html

Avoid Costly Termination Mistakes: 9 Insights From Employment Dispute Law Firms

  Employment termination can look simple on paper. In real life, it often becomes confusing and stressful. Employers worry about business risk and paperwork. Employees worry about income, final payments, and what happens next.

As employment dispute law firms in Vietnam, we tend to look from both sides, the employers and employees. We bring in steps and cases examples to illustrate what usually goes wrong and what usually fixes it.

9 Insights From Employment Dispute Law Firms in Vietnam to Avoid Costly Termination Mistakes

If a dispute becomes serious or complex, employment dispute law firms in Vietnam may help with negotiation and settlement drafting, but many disputes can be reduced early if you follow the steps below.

Introduction

In today’s interconnected global economy, businesses in Vietnam face increasing pressure to adapt to challenges brought on by global geopolitical tensions and shifting market dynamics.

Workforce reductions and terminations have become more common, as companies navigate shrinking markets and strive to remain competitive.

For employees, however, a termination is rarely just a professional matter, it can have significant emotional, financial, and personal repercussions. They would seek most cost effective legal help.

Quick Reference

Fast answers people usually use for reference:

• What causes most termination disputes in Vietnam? Unclear termination reason, unclear process, or unclear final payment calculation.
• What is the fastest way to solve a dispute? Confirm the reason, write down the facts, calculate money clearly, document handover, settle in writing if possible.
• Who is this for? Employers and employees, including expatriates.

3 Quick Cases You Can Learn From

In here we show short and simple cases that show common patterns and practical fixes.

Case 1: The reason changed

In some instances, when the employee has been informed about the contract termination due to unsatisfactory performance in the meeting, but the termination letter said restructuring reason.

Why it became a dispute? Because the story did not match, so trust broke down.

To avoid employment disputes, both parties need to ensure and agree on one clear reason, written clearly, supported by documents.

Case 2: The payment is not clarified

The employee got one lump-sum offer with no breakdown.

This became a dispute because the employee suspected missing items i.e., leave, allowances, commission.

In order to avoid the disputes the employers were suggested to provide a clear line by line calculation with a simple formula and supporting records.

Case 3: The equipment’s hand-over

There were cases which the final payment was delayed because the employer said assets were not returned. The employee said they were.

This became a dispute because there was no signed handover list.

Now, to solve this, both the employers and the employee would have a basic handover minutes document signed with asset list and confirmation by signature or email.

Why You Should Care

You can find below the guide to avoid disputes and why it matters.

• A dispute costs time and money for both sides.
• A dispute also damages reputation, especially for managers and professionals.
• Most disputes grow because the facts, documents, and numbers are not clear.

We based on common dispute patterns in Vietnam. The cases are anonymous and simplified. Real outcomes depend on your contract, documents, and facts.

What Usually Matters in Termination Disputes

This is the basic building blocks that most disputes are made of.

Fact 1: Most disputes have 4 parts

1. Legal reason why the contract ends
2. Process include notice and required steps
3. Money including final salary, unused leave, severance if any, bonus/commission if any
4. Practical issues i.e. handover, access, reputation, timing

Fact 2: Documents often decide the outcome

Written records reduce confusion. They also stop people from arguing about what was said.

Fact 3: Both sides can lose even if they feel right

Employers lose continuity and control. Employees lose stability and clean exit options.

Why Disputes Grow

The simple reasons small issues become big disputes.

Disputes grow when there is uncertainty:

• The termination reason is unclear or changes.
• The money calculation is not explained.
• The process feels rushed or inconsistent.
• Someone is under time pressure.

Hence it is important to find ways to ensure to reduce uncertainty early and you reduce conflict.

9 Insights from Employment Dispute Law Firms

A practical checklist you can follow.

Step 1: Confirm the termination type first

You cannot solve the dispute if you do not know what type of termination it is.

Employer

• Choose the reason you rely on i.e., expiry, mutual agreement, restructuring, performance, misconduct, etc.
• Make sure documents support this reason.

Employee

• Ask for the reason in writing.
• Check consistency across meeting notes, emails, and notice letters.

Step 2: Send a neutral recap email ASAP

This step helps lock the facts early and prevents later arguments.

Include:

• Meeting date/time, attendees
• Stated reason
• Proposed last working day
• Documents promised including notice letter, payment breakdown, handover plan
• Next step and deadline

Suggest you keep it calm and factual without emotion and blame.

Step 3: Prepare a document pack

This step makes negotiation faster and reduces misunderstanding.

Employer pack

• Contract and amendments
• Job description / internal rules used
• Evidence supporting the reason
• Termination notice and proof of delivery
• Payroll breakdown and supporting records
• Handover minutes and asset list

Employee pack

• Contract and amendments
• Payslips/bank transfers
• Key emails/messages
• Termination notice and related emails
• Bonus/commission rules if any
• Handover proof

Step 4: Calculate money line-by-line

This step helps most disputes settle when both sides accept the numbers.

Use a list, not one total number:

• Salary up to last day
• Unused leave payment
• Allowances based on contract/policy
• Severance if applicable
• Bonus/commission if supported by policy/contract
• Deductions with reason and proof
• Payment date and method

Step 5: Separate money from handover

This step suggests both parties avoid mixing these two that turns payment into leverage and creates conflict.

Employer

• Use a handover checklist and confirm it in writing.
• Set a clear access cutoff plan.

Employee

• Return assets with a signed list or email proof.
• Request needed documents separately i.e. work confirmation, payslips, insurance records.

Step 6: If the employee is foreign, handle timing early

This step is about timing pressure makes disputes harder and faster.

Employer

• Align termination dates with paperwork steps.
• Keep HR, finance, and management consistent.

Employee

• Ask early about timelines and documents you need for your next steps.

Step 7: Choose a solution path based on goals

In our experience, not every dispute needs court. Many can be settled earlier.

Common options:

1. Negotiate directly
2. Sign a settlement agreement
3. Use conciliation or mediation or formal complaint steps if needed
4. Court litigation only if necessary

When the facts are complex or risk is high, employment dispute law firms in Vietnam may help draft settlement terms and guide strategy, mainly to avoid mistakes and close the dispute properly.

Step 8: Use a settlement agreement that truly closes the dispute

This step helps avoid a vague settlement often creates a second dispute later.

A settlement should often includes:

• What will be paid, when, how
• What must be returned and by when
• Mutual release with no further claims, if agreed
• Confidentiality
• What happens if someone breaches

Step 9: Escalate only when your timeline and documents are ready

This step reminds parties that escalation without documents usually wastes time.

Employer

• One consistent story across HR, management, finance.

Employee

• One clear timeline and specific requests on what you want, and why.

FAQs

Q1: What should I do first after termination?

Save documents, send a recap email, and request a clear payment breakdown.

Q2: What should an employer do first if the employee disputes termination?

Confirm the reason, check the process, and provide a clear calculation of final payments.

Q3: Are termination disputes always court cases?

No. Many cases settle after facts and numbers are clarified.

Q3: What makes disputes worse?

Changing reasons, missing documents, unclear notice, unclear calculations, and messy handover.

Q5: When should someone use employment dispute law firms in Vietnam?

When the case is high value, high risk, involves serious allegations, involves expatriate timing risk, or needs careful settlement drafting.

About ANT Lawyers, a Law Firm in Vietnam

We help clients overcome cultural barriers and achieve their strategic and financial outcomes, while ensuring the best interest rate protection, risk mitigation and regulatory compliance. ANT lawyers has lawyers in Ho Chi Minh city, Hanoi, and Danang, and will help customers in doing business in Vietnam.

Source: https://antlawyers.vn/update/employment-dispute-law-firms-in-vietnam-9.html

Contract Disputes in Vietnam: 8 Contract Matters Foreign General Counsels Must Get Right

  

Introduction: Contract Disputes in the Recognition and Enforcement of Foreign Arbitral Awards in Vietnam

When you discuss about contract disputes in Vietnam, most of the time, you might think about what happens when a deal goes wrong.  You could go on and discuss breaches, delays, non payment, termination, or damages.

We now take a different starting point.

We talk about what happens after a dispute has already been decided, often by arbitration, and one party believes it has won and now proceed to recognition and enforcement stages in Vietnam.

Contract Disputes in Vietnam: 8 Contract Matters Foreign General Counsels Must Get Right

In practice, many foreign companies in Vietnam follow a familiar path:
1. A contract is signed and performed.
2. A dispute arises.
3. The parties go to arbitration.
4. An arbitral tribunal issues an award.
5. The winning party moves to enforce or recognize and enforce that outcome in Vietnam under New York Convention.

At this final stage, something unexpected would happens.

Vietnamese courts do not simply look at the arbitral award.
They may look back at the contract itself, sometimes in detail, to assess whether the agreement was valid, properly authorized, and compliant with Vietnamese law.

This means that even when:
• the contract has been used for years,
• the parties have fully performed,
• and an arbitral tribunal has ruled on the merits,

the contract can still become the central issue again at the recognition and enforcement stage in Vietnam.

Why Need To Think Early About Enforcement in Contract Disputes in Vietnam

When it comes to the time to enforce an arbitral awards issued by Vietnam arbitration or to recognize and enforce a foreign arbitral awards in Vietnam, the issue would arise.  Although many contract disputes in Vietnam do not fail on commercial merits, they fail because the contract itself cannot survive judicial review.

Vietnamese courts and arbitral tribunals emphasize:

• authority,
• written consent,
• legal form,
• and documentary integrity.

As a result, contract disputes in Vietnam often shift away from who breached question to more basic questions:

• Did a valid contract exist?
• Who had authority to bind the company?
• Can the agreement be proven cleanly?

For foreign general counsels, it is important to think about enforceability long before a dispute arises.

How Contract Design Shapes Contract Disputes in Vietnam

International arbitration theory emphasizes autonomy, separability, and minimal court intervention. But in contract disputes in Vietnam, decision makers often apply a stricter, document driven approach.

Vietnamese courts typically ask:

1. Was the contract validly formed?
2. Was it signed by the right person?
3. Is the arbitration clause clearly binding?
4. Does the contract comply with mandatory law?
5. Can the contract be proven without ambiguity?

If any answer is uncertain, the dispute escalates regardless of commercial fairness.

8 Contract Matters That Define Contract Disputes in Vietnam

1. Authority to Sign the Contract

One of the most frequent triggers of contract disputes in Vietnam is lack of signing authority.

We see in many cases, contracts are often signed by sales managers, project leaders, or foreign executives without valid authorization.

Vietnamese law applies a strict test that authority must exist at the time of signing.

For instance, in a Hanoi court case, an arbitral award was annulled because the contract was signed by a project director without proper authorization. The company had performed the contract for years, but the court focused solely on authority at signing, not later conduct.

Therefore, the general counsels need to make sure they verify the legal representative or require a valid Power of Attorney before execution. Authority risk is dispute risk.

2. Power of Attorney: Form, Scope, and Legalization

In cross border contract disputes in Vietnam, defective Powers of Attorney are a recurring problem.

Common issues include:

• expired POAs,
• POAs lacking arbitration authority,
• foreign POAs not consularly legalized.

Vietnamese courts treat representation capacity as a foundational legal requirement.

For instance, a Ho Chi Minh City court set aside an arbitral award after finding that a foreign Power of Attorney used in the arbitration had not been properly legalized. The court viewed this as a violation of basic legal order.

Therefore, the company’s general counsels should treat POAs as jurisdictional documents, and not forget to legalize, authenticate properly.

3. Contract Formation: Clear Written Consent Matters More Than Performance

Foreign companies often assume that performance proves agreement.

In contract disputes in Vietnam, this assumption is risky.

Problems arise when:

• contracts are unsigned,
• arbitration clauses appear only on invoices or many times in small letters in terms and conditions,
• email exchanges are treated as final agreements.

Vietnamese courts prioritize clear written consent.

For instance, in a dispute involving long term supply, a court rejected arbitration jurisdiction because the arbitration clause appeared only on delivery notes. Continuous performance did not cure the lack of formal agreement.

Therefore, if it is not clearly agreed in writing, the general counsels expect it to be challenged in a contract dispute in Vietnam.

4. Arbitration Clause Quality and Party Binding

Defective arbitration clauses are a major source of escalation in contract disputes in Vietnam.

Typical issues include:

• incorrect party names,
• references to affiliates instead of contracting entities,
• conflicting dispute resolution clauses.

Vietnamese courts could interpret arbitration clauses narrowly and literally.

For instance, a Vietnamese court refused to recognize arbitration jurisdiction where the clause named a parent company instead of the actual contracting party, even though the commercial relationship was clear.

Therefore, general counsels would note that arbitration clauses are not boilerplate

5. Contract Scope and Dispute Scope Alignment

Many contract disputes in Vietnam arise when tribunals are asked to decide matters outside the contract’s scope.

Examples include:

• reliance on side letters,
• NDAs not covered by the arbitration clause,
• claims based on improperly executed amendments.

Tribunal authority derives strictly from party consent.

For instance, in one annulment case in Vietnam, a court held that the tribunal exceeded its mandate by deciding issues not expressly submitted by the parties, even though the issues were commercially connected.

It is important for the general counsels to remember to align contract scope and dispute scope carefully.

6. Mandatory Vietnamese Law and Contract Legality

Some contract disputes in Vietnam arise because the contract violates mandatory law.

High risk areas include real estate, financial, banking and other conditional sectors.

Even a favorable arbitral award cannot legitimize illegality.

For instance, a court in Vietnam declined to support an arbitral outcome where the underlying contract involved an unlicensed business activity, holding that enforcement would violate fundamental legal principles.

Therefore, for general counsels, compliance review is part of contract governance, not a post dispute exercise.

7. Contract Amendments and Post-Signing Governance

Disputes often arise from what happens after signing.

Common issues include:

• amendments signed by unauthorized persons,
• side letters contradicting the main contract,
• informal email modifications.

Courts may question whether such changes were validly made.

Therefore, for general counsels, it is necessary to apply the same authority and execution standards to amendments as to the original contract.

8. Contract Execution and Documentary Integrity

In Vietnam, a contract must not only exist, it must be provable.

This is not about litigation evidence created later.

It concerns execution discipline from day one.

Weaknesses include:

• inconsistent language versions,
• missing annexes,
• poor document retention.

For instance, in Vietnam, a court questioned enforcement where the parties submitted inconsistent versions of the contract, with unsigned annexes and unclear signing sequences. The dispute shifted from breach to existence.

Therefore, for the general counsels, documentary integrity is a contract issue, not a litigation issue.

Step-by-step: Manage Contract Disputes in Vietnam

Step-by-step: Manage Contract Disputes in Vietnam

Step 1: Confirm the parties and the signing authority

• Verify the Vietnamese counterparty’s legal name, registration number, and legal representative.
• Decide who will sign on your side and whether a Power of Attorney is needed.

Step 2: Lock the commercial deal terms

• Scope of work.
• Acceptance criteria.
• Payment milestones.
• Delivery terms.

Step 3: Choose governing law and dispute resolution strategy early

• Governing law of the contract.
• Arbitration vs court; if arbitration, specify institution, seat, language, number of arbitrators.

Step 4: Draft the arbitration clause like it’s the most valuable paragraph

• Ensure the clause binds the correct entities
• Ensure it covers contract, non contract claims, side letters, and amendments.

Step 5: Check Vietnam mandatory law

• Conditional sectors, foreign exchange, payment flows, interest, penalties, data protection and privacy regulations if relevant.
• If something is sensitive, add compliance representations and a lawful performance clause.

Step 6: Control amendments and side communications

• Make sure no amendment unless in writing and signed by authorized representatives.

Step 7: Execute cleanly and preserve documentary integrity

• Signed signature pages, stamped where used, annexes initialed, signed.
• Consistent bilingual versions and specify which language prevails.
• Centralized storage, originals and signing evidence.

Step 8: Build a dispute ready record while the relationship is still friendly

• Delivery, acceptance records, change orders, meeting minutes, payment confirmations.

FAQ: Questions Relevant to Contract Disputes in Vietnam

Q1: What causes contract disputes in Vietnam most often?

Authority issues, unclear formation, weak arbitration clauses, amendment chaos, mandatory law conflicts, and poor documentary integrity.

Q2: Can we sign a contract by email or scanned PDF in Vietnam?

Often yes in practice, but enforceability depends on clear evidence of mutual consent and authority. For higher risk deals, use clean execution formalities and preserve a reliable signing trail.

Q3: If we performed the contract, can the other side still argue the contract is invalid?

Yes. In contract disputes in Vietnam, performance does not always cure defects in authority, formation, or mandatory legal requirements.

Q4: What is the number one signing mistake foreign companies make in Vietnam?

Letting a counterparty’s commercial head sign without verifying legal authority or a valid Power of Attorney.

Q5: Do we need a Power of Attorney for a foreign director or manager to sign?

If the signer is not the legal representative shown on the business registry, a Power of Attorney is typically needed.

Q6: Should we choose Vietnam law or foreign law as governing law?

It depends on value of contract, deal type, regulatory exposure, assets location, and enforcement strategy. If performance and assets are in Vietnam, Vietnam law may reduce friction; but many cross border deals choose foreign governing law with a Vietnam seat or offshore seat depending on risk tolerance and of course the cost of disputes in relation to the value of the contract.

Q7: Where should we seat the arbitration (Vietnam vs others)?

Vietnam seat can be efficient for Vietnam centric disputes but is more formalistic. In the region, Singapore and Hong Kong are benchmark pro-arbitration seats with strong non intervention traditions. Choose based on where enforcement will happen and how much court supervision you can accept. 

Q8: Do Vietnamese courts enforce arbitration awards?

Vietnam is a New York Convention state, and enforcement is available, but outcomes depend heavily on clean procedure and strong contract documents.

Q9: What makes an arbitration clause invalid or risky in Vietnam practice?

Wrong party names, conflicting clauses, unclear seat, institution, clauses hidden in unsigned documents, or lack of proof both parties agreed.

Q10: Can a side letter or email change the contract?

It can unless your contract does not allow it.

Conclusion: Contract Governance Is Dispute Strategy

In Vietnam, contract disputes are rarely won by arguments alone.

They are decided by preparation, formality, and discipline.

Strong contracts:

• reduce jurisdictional challenges,
• simplify arbitration,
• improve enforceability.

For foreign general counsels, mastering these eight contract matters is the most effective way to manage contract disputes in Vietnam.

About ANT Lawyers, a Law Firm in Vietnam

We help clients overcome cultural barriers and achieve their strategic and financial outcomes, while ensuring the best interest rate protection, risk mitigation and regulatory compliance. ANT lawyers has lawyers in Ho Chi Minh city, Hanoi,  and Danang, and will help customers in doing business in Vietnam.

Source: https://antlawyers.vn/disputes/contract-disputes-in-vietnam-8-facts.html