In civil and commercial agreements, the contractual parties can choose language of the contract is Vietnamese or a foreign language. Unless they are required to have the contract written (or have a copy) in Vietnamese.
Generally, when foreign enterprises transact with Vietnamese individuals and organizations, they often use Vietnamese contracts or English-Vietnamese bilingual contracts according to business practices or general rules in Vietnam.
- The Commercial Law (2005) is the main legal basis for commercial transactions in Vietnam, but there is no specific regulation on the language of the contract. The Civil Code (2015) also provides a definition of the form of civil transactions which are verbal, written, or specific acts. However, according to the provisions of Article 20 of the Civil Procedure Code (2015), the spoken and written language used in civil procedures is Vietnamese. Therefore, when a dispute about a contract is brought to a competent court according to Vietnam’s proceedings, the Vietnamese content of the contract will prevail as the basis for consideration.
2. Enterprises should pay attention to comply with regulations on documents that need to be used in Vietnamese when working with state agencies, litigation agencies, and commercial arbitration in the following way:
- For the taxation field, the language used in tax dossiers is Vietnamese; documents in foreign languages must be translated into Vietnamese. The taxpayers shall sign and affix their stamps on the translation and take responsibility before the law for the content of the translation. The contract is one of the attached documents in the tax file, so it is also necessary to have Vietnamese content attached if the parties have agreed and recorded it in English.
- For invoices for selling goods and providing services, Circular 26/2015/TT-BTC stipulates that invoices must be presented in Vietnamese. If it is necessary to add a foreign language, the foreign language content must be enclosed in parentheses. In case only one foreign language is used on the export invoice, English shall be used.
- For the accounting field, Article 11 of the Law on Accounting (2015) stipulates that the script used in accounting is Vietnamese. In case a foreign language must be used on accounting vouchers, accounting books and financial statements in Vietnam, Vietnamese and foreign languages must be used simultaneously.
- For notarization, the Law on Notary (2014) stipulates that the spoken and written language used in notarization is Vietnamese. Contracts that require notarization should be translated into Vietnamese.
- For arbitration proceedings, the Law on Commercial Arbitration (2010) stipulates that the language used in the arbitration proceedings is Vietnamese, except in the case of a dispute in which at least one party is a foreign-invested enterprise; For disputes involving foreign elements, the language used in arbitration proceedings shall be agreed upon by the parties.
- In several commercial fields with specific characteristics, the State shall specify the form of expression in a contract as follows:
- Technology Transfer
Article 22 of Law on Technology Transfer (2017) stipulates the language in the technology transfer contract to be agreed upon by the parties. However, Article 30 of this Law stipulates that a dossier of application for a technology transfer license requires the original or a certified copy of the technology transfer contract in Vietnamese, and otherwise, it is required a translation into Vietnamese which is notarized or certified. - For consumer goods
The Law on Protection of Consumer Rights (2010) stipulates that the language used in contracts signed with consumers is Vietnamese. - Information technology
Article 9 of Postal Law (2010) clearly stipulates that a written contract for the supply and use of postal services must be made in Vietnamese; if the parties agree to use another language, the document in Vietnamese and the document in another language shall have the same legal validity. - For urban construction
Decree 37/2015/ND-CP orders that Vietnamese is to be used for construction contracts. For construction contracts with foreign elements, the language used is Vietnamese and a foreign language is selected through an agreement between the parties. In case no agreement can be reached, English should be used.
- Technology Transfer
3. There are two contract-related relationships to note:
- Relationship between the parties in the contract: Language is the means to record the will of the parties in the transaction. In case there is no specific regulations, the parties are free to agree on the contract’s language.
- The relationship between the state and the parties to the contract: In this, the state requires enterprises to present contracts or documents in Vietnamese to facilitate state management activities (including tax, accounting or notary).
Thus, foreign-invested enterprises can choose the contract language when performing transactions in Vietnam. For regular contracts without specific requirements, enterprises can use bilingual contracts with English as the preferred language. In fact, in the process of working with state agencies such as courts, contracts in English will be required to have a notarized translation. For specialized contracts, enterprises should strictly comply with specialized laws.
