In order to keep up with social trends and implement the goal of digital transformation, the National Assembly has passed the Electronic Transactions Law No. 20/2023/QH15 on June 22, 2023 (“Electronic Transactions Law 2023”). The Electronic Transactions Law 2023 came into effect on July 1, 2024, and had many innovations to gradually recognize the legal value of electronic data, such as regulations on conversion between paper and electronic versions, regulations on electronic certificates, and expansion of the subjects of regulation, etc. This is considered a breakthrough in promoting electronic transaction activities, promoting the development of foreign economic exchange, simplifying administrative procedures, and resolving applications. Some of the prominent new points of the Electronic Transactions Law 2023 that are worth noting are as follows:
1. Amendments and supplements to the scope of regulation
The law only regulates the implementation of transactions by electronic means, and does not stipulate the content, conditions, and forms of the transactions. In cases where other laws regulate or do not regulate that transactions can be carried out by electronic means, the provisions of this Law shall apply. In cases where other laws stipulate that transactions cannot be carried out by electronic means, those provisions shall be followed.
2. Amendments and supplements to new legal terminology
The Electronic Transactions Law 2023 has added several new concepts such as electronic signature, digital signature, electronic signature certificate, electronic contract, data message, etc. These definitions establish a robust legal foundation for electronic transactions. Clearly defining these terms is essential for setting forth regulations that recognize the legal validity of electronic data and ensure the legitimacy and enforceability of electronic transactions in subsequent provisions of the law.
Additionally, the Electronic Transactions Law 2023 has also changed the interpretation of some terms. The “Electronic certificate” is one of the terms that has been changed. Accordingly, an electronic certificate in the Electronic Transactions Law 2023 is understood to be a license, certificate, accreditation, confirmation document, or other approval document issued by a competent authority in the form of electronic data. In contrast, in the Electronic Transactions Law 2005, an electronic certificate was only a data message to certify that an agency, organization or individual is the signer of an electronic signature. Thus, it can be seen that the Electronic Transactions Law 2023 has elevated the legal value of electronic certificates by defining this term as a form of electronic data for licenses, confirmation documents, and others.
3. Supplementing the conversion conditions between data messages and paper documents
Pursuant to Article 12 of the Electronic Transactions Law 2023, the conversion between electronic data messages and paper documents must meet specific legal conditions to ensure data integrity, legal validity, and information traceability. These conditions include:
• Data Integrity: The information in the data message is ensured to be as intact as the paper document and vice versa.
• Accessibility and Referenceability: The information in the data message must be accessible and usable for reference (for conversion from paper to data message). It must have information to identify the information system and the manager of the information system that created, sent, received, and stored the original data message for consultation (for conversion from data message to paper document).
• Conversion Authentication: There must be a specific symbol to confirm that it has been converted from a paper document to a data message/from a data message to a paper document and the information of the agency, organization, or individual performing the conversion.
• Requirements for Legal Documents and Electronic Certificates: In case the paper document is a license, certificate, certification, confirmation document, or other approval document issued by a competent authority, the conversion must meet the prescribed requirements and have the digital signature of the agency or organization that performs the conversion, unless otherwise provided by law. In case the data message is an electronic certificate, the conversion must meet the prescribed requirements and must have the signature, and seal (if any) of the agency or organization performing the conversion following the provisions of law.
• Requirements for Information Systems: The information system serving the conversion must have the function of converting from paper documents to data messages.
4. Use and recognition of foreign electronic signatures
In the new period of international integration, as the demand for electronic contracts and international trade is increasing, the requirement for international reliability that protects personal data, and national data, but still meets international treaties is very necessary. To meet this need, the Electronic Transactions Law 2023 has added provisions for accepting foreign electronic signatures and foreign electronic signature certificates in international transactions. Specifically, Article 27 stipulates:
• Recognition of Foreign Electronic Signatures in International Transactions: Foreign electronic signatures and foreign electronic signature certificates accepted in international transactions are electronic signatures and electronic signature certificates of foreign organizations and individuals not present in Vietnam, which are valid on data messages sent to Vietnamese organizations and individuals.
• Responsibility of Users: Organizations and individuals choose and are responsible for accepting foreign electronic signatures and foreign electronic signature certificates on data messages in international transactions.
This provision facilitates e-commerce, enhances collaboration and electronic transactions between Vietnam and international partners, and strengthens information security in cross-border electronic transactions.
5. Supplement regulations on the conditions for a digital signature to be an electronic signature
The Electronic Transactions Law 2023 further enhances the standards for digital signatures to ensure the authenticity, security, and legal validity of electronic transactions. According to Clause 3, Article 22, a digital signature is recognized as a valid electronic signature if it meets the following conditions:
• Identity Verification and Intent Expression: It confirms the identity of the signatory and affirms the signatory’s consent to the data message.
• Exclusive Linkage to the Data Message: The data used to create the digital signature is uniquely linked to the content of the approved data message.
• Signer’s Exclusive Control: The data used to create the digital signature is under the sole control of the signatory at the time of signing.
• Tamper Detection: Any changes to the data message after the time of signing can be detected.
• Certification by a Valid Digital Signature Certificate: The digital signature must be verified by a digital signature certificate issued by a legally recognized certification service provider, specifically:
– In the case of a specialized public service digital signature, it must be guaranteed by a digital signature certificate from an organization providing specialized public service digital signature certification services.
– In the case of a public digital signature, it must be guaranteed by a digital signature certificate from an organization providing public digital signature certification services.
• Requirements for Digital Signature Generation Devices: The means of creating the digital signature must ensure that the data used to create the digital signature is not disclosed, collected, or used for forgery purposes; ensure that the data used to create the digital signature can only be used once; and does not alter the data to be signed.
The Electronic Transactions Law 2023 helps to perfect the legal framework, facilitates the transition of activities to the digital environment, expands the scope of application of electronic transactions to all activities of social life, helps society save much more costs compared to traditional transactions, and brings greater efficiency.
The above article is presented by TNTP to our esteemed readers to provide information on the key highlights of the Electronic Transactions Law 2023. We hope this article proves to be informative and useful.
Sincerely,
