Vietnam bilingual contracts: which language prevails

Vietnam bilingual contracts are allowed, and the safest ones say clearly which language version governs. Vietnamese civil law lets the parties decide most terms of their deal. That includes the language. The risk is not the two languages. The risk is a contract that stays silent when the two texts differ.

Can a contract be in two languages?

Yes. The Civil Code (Law 91/2015/QH13, passed on 24 November 2015 and in force from 1 January 2017) is built on freedom of agreement. Parties may set their own terms, as long as they do not break the law or public morals. Nothing in this principle forbids writing a contract in English and Vietnamese side by side. Vietnamese is the sole official language of the country, so Vietnamese courts and agencies work in it. A Vietnamese text is therefore useful even when the business talks happen in English.

Sources: Civil Code 91/2015/QH13, dated 24 November 2015 and effective 1 January 2017, Article 3 (basic principles, including freedom of agreement); Wikipedia, "Vietnamese language" (Vietnamese as the sole official and national language).

Which version prevails?

The parties choose. A common clause says that if the two versions differ, one of them controls. Pick one and write it in both texts. If you do not, a judge or arbitrator must decide what each side meant. The Civil Code approach to reading a contract is to look for the real intention of the parties, not only the literal words. It also says unclear standard terms are read in favour of the side that did not draft them. A silent contract hands that choice to someone else.

Many foreign companies choose English to govern and keep Vietnamese as a courtesy copy. Many local partners prefer Vietnamese. Either can work. What matters is that both sides read and accept the same clause.

Sources: Civil Code 91/2015/QH13, Article 404 (interpretation of contracts) and Article 405 (standard form contracts), text as published on thuvienphapluat.vn.

Why differences between versions happen

Legal words rarely map one to one. A term such as "damages" or "warranty" can have a narrower or wider sense in Vietnamese. Small word choices can change who pays. Teams also edit one version late in the talks and forget the other. The result is two texts that no longer match.

• Translate legal terms in a fixed glossary, and use it every time.
• Change both versions in the same session, never one at a time.
• Have a bilingual lawyer, not only a translator, check the final pair.

When a translation needs to be certified

Some steps need more than a plain translation. Vietnam has a Law on Notarization (Law 53/2014/QH13, issued on 20 June 2014), and some offices that receive foreign documents may ask for a notarized or otherwise certified translation. Rules vary by office. If you plan to file the contract with a bank, a licensing office or a court, ask that office first what form of translation it accepts.

Not every contract needs a notary. Article 119 of the Civil Code says a civil transaction can be made in words, in writing or by specific conduct. It also says that where the law requires a notarized, certified or registered written form, that rule must be followed. Some contract types, such as certain land and property deals, have stricter form rules. Check the rule for your deal type.

Sources: Civil Code 91/2015/QH13, Article 119 (form of civil transactions); Law on Notarization 53/2014/QH13, dated 20 June 2014. We did not read the Notarization Law provisions on translations directly, so confirm what form of translation an office accepts with counsel.

One more point helps in practice. Say in the contract which language is used for notices, emails and meetings after signing. If a partner sends a notice in a language the contract does not name, a later argument over whether it counted can be costly. A single plain sentence on this removes the doubt.

A simple checklist before you sign

1. Write a clause that names the governing language.
2. Make sure both versions have the same number of pages, clauses and annexes.
3. Put the dispute method, court or arbitration, in plain words in both texts.
4. Have each side sign both versions, and initial every page.
5. Keep the glossary and the draft history in the file.
6. Ask a licensed Vietnamese lawyer to review before signing.

This is general information, not legal advice. The right governing-language clause depends on your contract type and can change, so have a licensed Vietnamese lawyer review your own deal.

Sources: Civil Code 91/2015/QH13; Law on Notarization 53/2014/QH13.