SENDING CONTRACTS WITH SCANNED SIGNATURES VIA ELECTRONIC MEANS: ARE THEY LEGALLY VALID?

1. Legal Basis 

- Civil Code No. 91/2015/QH13 dated November 24, 2015;

- Law on Electronic Transactions No. 20/2023/QH15 dated June 22, 2023.

2. What is a Contract with a Scanned Signature

Currently, the law does not provide a specific definition of a contract with a scanned signature. However, it can be understood as follows:

A contract with a scanned signature is a contract in which the parties’ handwritten signatures on paper are digitized through a scanning device, inserted into an electronic file, and sent via electronic means to indicate acceptance of the contract’s content.

3. Legal Validity of Contracts with Scanned Signatures

Pursuant to Clause 1, Article 119 of the 2015 Civil Code, civil transactions conducted via electronic means in the form of data messages under the provisions of the law on electronic transactions are considered as transactions in writing. Therefore, in principle, transactions conducted through electronic means can still have legal validity.

However, it is necessary to specifically examine whether a contract using a scanned signature meets legal requirements.

According to Clause 11, Article 3 of the 2023 Law on Electronic Transactions, an electronic signature is a signature created in electronic form that is logically linked or associated with a data message to confirm the signatory and affirm their consent to that data message. In contrast, a scanned signature is essentially just a digital image of a handwritten signature. It lacks an authentication mechanism, is not encrypted, does not ensure integrity, and cannot be traced in case of a dispute. Therefore, a scanned signature is not considered a legally valid electronic signature in the strict sense but only serves as evidence of the signatory’s intent.

However, according to Clause 2, Article 4 of the 2023 Law on Electronic Transactions, it is also stipulated that: " Ensure voluntary choice in conducting electronic transactions; parties may mutually agree on the type of technology, electronic means, electronic signature, or other forms of confirmation by electronic means to carry out the electronic transaction, except in cases where the law provides otherwise".

Based on the principle of voluntary choice of means and electronic signatures under the above provision, it can be affirmed that a contract with a scanned signature can fully establish legal validity based on the parties’ autonomous will. This provision creates an open legal framework, allowing parties not necessarily to use specialized digital signatures but to mutually agree on other “forms of confirmation,” including signing by hand and then scanning to send via email or other electronic means. When the parties have agreed to use a scanned copy as the method of conclusion, the image of the signature acts as a type of “other electronic signature.” In this case, the legal validity of the contract is not negated simply because of the form in which it is presented; it is ensured by the mutual acknowledgment between the parties. The law’s allowance for voluntary choice implies recognition that if the parties trust the authenticity of the scanned copy and voluntarily perform the rights and obligations under it, the transaction is legal and carries binding responsibilities equivalent to those of a traditional paper document.

Therefore, in conditions where there is no dispute over authenticity, and sufficient supporting evidence exists (such as exchanged emails, content confirmations, transaction history), a contract with a scanned signature can still be recognized as legally valid, in accordance with the principle of respecting freedom of agreement in electronic transactions.

4. Risks of Using Contracts with Scanned Signatures

Although they may be legally recognized, using scanned signatures still carries several risks:

(i) Prone to forgery: Scanned signatures can be copied or inserted into other documents without the signatory’s control.

(ii) Risk of signature denial: A party may deny having signed, claiming that the document was altered or used without authorization.

(iii) Difficulty in proof: In the event of a dispute, proving the process of conclusion (sending – receiving – confirmation) can be complex and costly.

(iv) Limitations in administrative procedures: Many government agencies do not accept contracts with scanned signatures, requiring either the original document or a valid digital signature.

5. Recommendations to Ensure Legal Validity

To mitigate risks, parties should consider:

(i) Signing in person with a handwritten signature: For important contracts, parties should sign the paper version directly and only scan it for electronic storage and internal use.

(ii) Using legally valid electronic signatures: To ensure the legal validity of electronic contracts, it is recommended to prioritize digital signatures secured by a digital certificate. This constitutes the highest legal evidence in electronic transactions.

(iii) Clearly agreeing on the validity of scanned copies: In the contract, parties should acknowledge and agree that contracts with scanned signatures are accepted as valid as the original when sent electronically to the parties.

(iv) Keeping complete transaction data: To protect legal rights in case of disputes, parties should retain all emails and communication history during the establishment of the electronic contract.

The use of contracts with scanned signatures sent via electronic means does not automatically invalidate the contract, provided that the parties have a clear agreement and can demonstrate their intent to conclude the contract. However, from the perspective of evidentiary support and legal risk management, this form still carries several shortcomings, particularly in the event of a dispute.

In the context of increasingly digitized business activities, choosing a signing method that is appropriate, secure, and legally recognized is a crucial factor in protecting the parties’ legal rights and interests. Therefore, businesses and individuals should consider applying solutions such as digital signatures or authenticated electronic signature systems, while also establishing a systematic process for contract execution and record storage.

To ensure legal compliance and minimize risks, consulting with law firms or legal experts is necessary. These professionals can assist in reviewing contracts, advising on suitable signing methods, and providing optimal legal solutions tailored to specific types of transactions.

 

The information contained in this article is general and intended only to provide information on legal regulations. DB Legal will not be responsible for any use or application of this information for any business purpose. For in-depth advice on specific cases, please contact us.

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