Vietnam Revised Notarization Law: What Businesses Should Review in 2025

Vietnam’s legal documentation system is entering a new phase. The Vietnam revised notarization law, introduced under the 2024 Law on Notarization, modernizes how notarized documents are prepared, verified, stored, and used in legal and commercial transactions.

The 2024 Law on Notarization was passed on November 26, 2024 and took effect on July 1, 2025. The new regulatory framework introduces several important changes for businesses, investors, notaries, and individuals, including electronic notarization, updated notarial procedures, stronger provincial-level authority, and clearer rules for electronic notarized documents.

For companies operating in Vietnam, this reform is not only an administrative update. It may affect how businesses handle contracts, powers of attorney, real estate documents, corporate records, financing documents, litigation evidence, and cross-border paperwork.

What Is the Vietnam Revised Notarization Law?

The 2024 Law on Notarization updates Vietnam’s legal framework for notarial activities. In simple terms, notarization is the process by which a notary certifies the authenticity and legality of a contract, transaction, signature, or document.

In practice, notarized documents are commonly used in Vietnam for property transactions, corporate matters, authorization letters, inheritance matters, loan documents, and other legal procedures. For foreign-invested companies, notarization may appear in company registration, amendment procedures, banking, licensing, and document submission to authorities.

The updated notary regulations aim to make notarization more consistent, more digital, and better aligned with Vietnam’s broader administrative reform agenda.

Notarization remains important for verifying legal documents, signatures, and transaction records under Vietnam’s updated notary regulations.

Why Businesses Should Pay Attention

For businesses, notarization is not simply a formality. A notarized document can affect whether a transaction is accepted by authorities, banks, courts, business partners, or licensing bodies.

The new framework matters because it changes both the legal rules and the operational process behind notarization. Companies may benefit from simplified procedures, but they also need to prepare for new requirements related to electronic records, digital signatures, identity verification, and document custody.

This is especially relevant for businesses involved in real estate, financing, corporate restructuring, cross-border documentation, or transactions requiring strong evidentiary value.

Electronic Notarization: Opportunities and Legal Boundaries

One of the most important changes under Vietnam’s updated notary regulations is the introduction of electronic notarization in Vietnam.

For the first time, Vietnam has created a legal framework allowing notarization to be conducted through electronic means to create electronic notarized documents. Decree 104/2025/ND-CP further guides the implementation of electronic notarization and came into effect on July 1, 2025.

Electronic notarization supports Vietnam’s move toward digital governance, paperless procedures, and more efficient legal administration. It may help companies reduce paperwork, improve document traceability, and complete certain procedures more flexibly.

However, electronic notarization does not mean every transaction can be completed fully online. Some documents may still require physical presence, original documents, or additional verification.

Type of notarization	How it works	Practical business meaning
Conventional notarization	Parties appear before the notary and sign paper documents	Still relevant for many high-value or sensitive transactions
Direct electronic notarization	Parties appear before the notary, but the document is created and certified electronically	Useful for reducing paper records and improving traceability
Online electronic notarization	Parties may complete the process through a secure online platform, subject to legal conditions	Useful for multi-location transactions, but not available for every document type
Documents excluded from online notarization	Online notarization does not apply to wills and certain unilateral legal acts constituting civil transactions	These may still need conventional or direct electronic notarization where applicable

According to legal updates on Decree 104/2025/ND-CP, online electronic notarization is not applicable to wills and certain unilateral civil legal acts, although notarization may still be carried out through conventional methods or on-site electronic notarization where permitted.

For businesses, the practical rule is simple: electronic notarization is a new option, but it should not be treated as a universal replacement for traditional notarization.

Digital Signatures and Identity Verification Will Become More Important

Electronic notarization requires more than scanning and uploading a document. Companies should ensure that legal representatives and authorized signatories have valid digital signatures, clear signing authority, and an internal approval process before documents are notarized.

This is especially important for foreign-invested companies where directors, shareholders, or parent-company representatives may be located outside Vietnam. If the signer does not have the proper authority or the right digital signing tools, the notarization process may be delayed or rejected.

Businesses should also review how electronic notarized documents are stored. A document may be valid at the time of notarization, but if the company cannot retrieve it, verify it, or prove its integrity later, the document may become difficult to use in banking, licensing, dispute resolution, or internal governance.

Changes to Mandatory Notarization Requirements

The new statutory framework reflects a move toward simplifying procedures and reducing unnecessary administrative burdens. Vietnam Briefing notes that the amended Law on Notarization simplifies procedures, decentralizes authority, and supports digital legal services reforms.

For businesses, this may reduce unnecessary notarization steps in some transactions. However, companies should not assume that notarization is no longer needed.

Even where notarization is not legally mandatory, it may still be useful or required in practice by banks, business partners, licensing authorities, courts, investors, landlords, buyers, sellers, or internal corporate governance rules.

In high-value transactions, notarization may still help strengthen evidentiary value, confirm signing authority, and reduce future disputes.

Real Estate Notarization and Data Integration

Real estate remains one of the most sensitive areas under Vietnam’s notarization system.

Property-related contracts and land-use-right documents often involve strict legal formalities. The direction of reform is not only to make notarization faster, but also to improve data verification between notary offices, land registration offices, and other official databases.

This matters because real estate fraud often happens when transaction data is fragmented. For example, if property information is not updated or cross-checked quickly enough, there may be risks of one asset being transferred, pledged, or promised to more than one party. Stronger data integration between notarial databases and land registration systems can help reduce this risk by allowing notaries and authorities to verify transaction status more effectively.

For businesses, this is particularly important in land-use-right transfers, factory leases, office lease documents for company registration, real estate project transfers, and capital contribution involving land-use rights. Foreign investors should review real estate notarization together with investment licensing, land-use rights, construction permits, fire safety, and environmental compliance.

Until official databases are fully synchronized in practice, companies should continue checking local requirements carefully before signing real estate-related documents.

Cross-Border Documents Still Need Careful Handling

The new regulatory framework does not automatically make foreign documents valid for use in Vietnam.

Foreign-issued documents may still need to go through consular legalization before they can be recognized and used in Vietnam, unless an exemption applies under a treaty or applicable law. The Embassy of Vietnam notes that documents need to be legalized in order to be used in Vietnam.

This is important for foreign-invested companies because corporate documents often come from overseas parent companies, offshore shareholders, foreign directors, banks, or authorized representatives.

For example, a foreign certificate of incorporation, board resolution, power of attorney, passport copy, or parent company authorization may need to be notarized or certified overseas, legalized by the competent authority, translated into Vietnamese, and then certified or notarized for use in Vietnam.

In other words, electronic notarization in Vietnam does not remove the need for proper legalization of foreign documents. A foreign document cannot simply become valid in Vietnam because it is uploaded into a digital system.

Original Notarized Documents and Dispute Evidence

The new framework also matters for dispute management.

Original notarized documents may be needed for verification, evidence assessment, or dispute resolution. Companies should clearly record where original documents are stored, who is responsible for custody, whether certified copies are available, and when originals are submitted to authorities, banks, courts, or transaction parties.

Poor document control can create serious problems if a company later needs to prove the validity of a contract, authorization, payment obligation, property transaction, or shareholder arrangement.

This is a practical compliance issue that many businesses overlook until a dispute occurs. For this reason, notarized documents should be managed as legal assets, not just administrative papers.

Business Impact Matrix: What Companies Should Review

The Vietnam revised notarization law affects different business functions in different ways. Companies should review both legal requirements and practical acceptance by banks, authorities, counterparties, and internal decision-makers.

Business function	Possible impact	Recommended review
Legal and compliance	Document execution procedures may need updating	Review notarization checklist and approval workflow
Corporate secretary	Company changes and authorization documents may require updated templates	Check power of attorney and legal representative documents
Finance and banking	Banks may continue requiring notarized documents for certain transactions	Align banking requirements with legal requirements early
Real estate and leasing	Local notarization procedures may still apply	Confirm document requirements before signing
Litigation and dispute resolution	Original notarized documents may become important evidence	Strengthen document retention and custody procedures
Digital transformation	Electronic notarization requires digital signatures and secure storage	Prepare digital signing and e-document management policies

This matrix helps businesses identify where internal procedures should be updated after the new law takes effect.

Common Misunderstandings About Vietnam’s Updated Notary Regulations

Businesses should avoid several common misunderstandings.

First, notarization is not becoming irrelevant. The law may simplify certain procedures, but notarization remains important for many legal, commercial, and evidentiary purposes.

Second, electronic notarization does not mean everything can be done online. Some documents may still require physical presence, original records, or additional verification.

Third, digital notarized documents may not be accepted everywhere immediately in practice. Banks, courts, authorities, and foreign institutions may each apply their own document acceptance standards during the transition period.

Finally, companies should not remove notarization from internal checklists without legal review. Some documents may still need notarization under specific laws, contractual arrangements, banking requirements, or transaction-specific risk controls.

Practical Checklist for Businesses in Vietnam

Companies should take a practical approach to the new regulatory framework. The goal is not only to comply with the new law, but also to reduce future document risk.

Checklist item	Action
Review frequently used legal templates	Identify which documents still require notarization
Update powers of attorney	Make sure signer authority and scope are clear
Check digital signature readiness	Confirm whether legal representatives can sign electronically
Review real estate document procedures	Confirm local notarization requirements before signing
Strengthen original document storage	Track original notarized documents carefully
Train internal teams	Make sure legal, admin, finance, and operations teams understand new procedures
Confirm third-party acceptance	Check whether banks, authorities, or counterparties accept electronic notarized documents
Review cross-border document needs	Plan for translation, consular legalization, notarization, or certification where needed

This checklist is especially useful for foreign-invested companies, multinational groups, and businesses with frequent licensing or corporate filing activities in Vietnam.

What Foreign-Invested Companies Should Pay Attention To

Foreign-invested companies may face additional complexity because their documents often involve overseas shareholders, foreign directors, parent companies, offshore signatures, and cross-border evidence.

A foreign investor may need notarized or legalized documents for company incorporation, capital contribution, business license amendments, bank account procedures, or real estate leasing. Even if Vietnam’s domestic notarization system becomes more digital, foreign documents may still need to satisfy requirements in both Vietnam and the country where the document is issued.

Foreign-invested companies should pay special attention to foreign shareholder documents, offshore signing arrangements, parent company authorizations, legal representative changes, and cross-border dispute evidence. These issues are often connected. If a parent company authorization is unclear, the company may face delays not only in notarization, but also in licensing, banking, or corporate amendment procedures.

For this reason, foreign investors should not treat notarization as a last-minute administrative step. It should be included in the transaction timeline from the beginning.

Conclusion

Need support reviewing your business documents in Vietnam? Vinex can assist with legal documentation, corporate compliance, company incorporation, and secretarial procedures to help your business stay aligned with Vietnam’s evolving notarization rules.