ANALYSIS OF DECREE NO. 337/2025/NĐ-CP ON ELECTRONIC LABOR CONTRACTS AND IMPLICATIONS FOR ENTERPRISES

 I. Legislative Background and Legal Significance of Decree No. 337/2025/NĐ-CP

On December 24, 2025, the Government issued Decree No. 337/2025/NĐ-CP on electronic labor contracts ("Decree 337"). This is the first specialized legal instrument establishing a relatively comprehensive regulatory framework for the execution, performance, amendment, storage, and management of electronic labor contracts in Vietnam.

Prior to the issuance of Decree 337, Article 14 of the Labor Code 2019 merely recognized the general principle that labor contracts executed through electronic means in the form of data messages shall have the same legal validity as written labor contracts. However, the legal framework had not yet provided specific provisions on the technical requirements for execution platforms, methods of identity authentication, responsibilities of service providers, data management procedures, or the mechanism for integration with the national database system.

Decree 337 was issued to address this legal gap while establishing a foundation for the implementation of digital transformation in the labor and human resources sector. The Decree was developed in alignment with the Labor Code 2019, the Law on Electronic Transactions 2023, the Law on Identification 2023, the Law on Data 2024, the Personal Data Protection Law 2025, and their relevant implementing regulations.

It is notable that Decree 337 is not merely a regulatory instrument governing the form of electronic labor contracts but also constitutes an integral component of the national strategy for building a national labor database, oriented toward data-driven labor relations governance.

II. Scope of Regulation and Subjects of Application

The Decree regulates the entire lifecycle of electronic labor contracts, including:

·        Execution of electronic labor contracts;

·        Performance of electronic labor contracts;

·        Amendment and supplementation of electronic labor contracts;

·        Conversion of paper-based labor contracts into electronic labor contracts;

·        Management, storage, and exploitation of electronic labor contract data;

·        Integration and data sharing with the National Electronic Labor Contract Platform.

The subjects of application include:

·        Employees;

·        Employers;

·        Electronic labor contract service providers;

·        Relevant state management authorities.

Notably, the Decree establishes the central role of the Ministry of Home Affairs in administering the National Electronic Labor Contract Platform. This represents a significant shift in the traditional approach to labor administration and reflects the policy direction of centralizing labor data on a nationwide basis.

III. Legal Validity of Electronic Labor Contracts and the Contract Identification Mechanism

One of the most significant provisions of the Decree is the establishment of an identification mechanism for each electronic labor contract.

Accordingly, each electronic labor contract is assigned a unique identification code (ID) on the National Electronic Labor Contract Platform. This identification code is maintained throughout the entire lifecycle of the contract.

All documents arising from the labor contract, including:

·        Contract annexes;

·        Amendment and supplementation agreements;

·        Agreements on temporary suspension of contract performance;

·        Notices of contract termination;

·        Other transactions arising in connection with the employment relationship;

must be linked to the identification code of the original contract.

From a legal perspective, this mechanism enables comprehensive traceability of the employment relationship while significantly mitigating disputes relating to changes in contract content or backdated contract execution.

However, the Decree has not yet provided specific provisions on the mechanism for handling cases where contract data is erroneous, lost, or subject to technical errors during synchronization with the National Platform. This is an area requiring more detailed guidance in the near future.

IV. Conditions for Execution of Electronic Labor Contracts

Decree 337 does not permit the execution of electronic labor contracts to be carried out simply through email or other conventional forms of electronic confirmation.

For an electronic labor contract to have full legal validity, the execution must be carried out through a system that satisfies the technical and legal conditions prescribed by the Decree.

For Vietnamese employees, identity authentication is performed through valid identification documents such as:

·        Citizen identity card;

·        Identity card;

·        Electronic identification;

·        Level-2 electronic identification account;

·        Valid passport.

For foreign employees, in addition to a valid passport, a visa or documentation proving lawful entry rights with valid status in Vietnam is required.

It is evident that the law has formally integrated the process of labor contract execution with the national electronic identification system. This enhances the reliability of electronic transactions while simultaneously increasing the compliance obligations of enterprises.

V. Technical Requirements for Electronic Labor Contract Systems

The Decree imposes relatively stringent technical requirements on electronic labor contract systems.

Such systems must satisfy at minimum the following conditions:

·        Meeting Level-3 information security assurance requirements under the laws on cybersecurity;

·        Having the capability to integrate with the National Electronic Labor Contract Platform through application programming interfaces (APIs);

·        Ensuring the capability for data storage, retrieval, and recovery;

·        Maintaining the integrity and authenticity of data messages;

·        Ensuring the capability for data search and exploitation throughout the storage period.

These requirements will create significant pressure on current eContract service providers, as not all systems currently in use in the market meet the aforementioned technical standards.

Enterprises should conduct a capability assessment of service providers prior to selecting an implementation solution.

VI. Biometric Authentication and Legal Issues Concerning Personal Data Protection

One of the most notable innovations of the Decree is the requirement for biometric authentication in the process of executing electronic labor contracts.

Under the Decree, electronic labor contract service providers must have the capability to verify the biometric data of employees and authorized legal representatives against the corresponding identification information.

Biometric data may include:

·        Facial recognition data;

·        Fingerprints;

·        Iris patterns;

·        Voice recognition data;

·        Other biometric identification data as prescribed by law.

The processing of biometric data is subject not only to the provisions of Decree 337 but must also fully comply with the Personal Data Protection Law 2025.

Under the Personal Data Protection Law, biometric data is classified as sensitive personal data and is subject to a heightened level of protection.

Accordingly, enterprises are required to:

·        Clearly determine their legal role in data processing activities;

·        Establish procedures for the management of biometric data;

·        Implement appropriate technical and organizational measures for data protection;

·        Manage access to, use of, and storage of data;

·        Ensure that data processing is conducted in accordance with its stated purpose and within the necessary scope.

This is anticipated to be one of the areas carrying the highest compliance risk in the implementation of electronic labor contracts.

VII. Relationship between Decree No. 337/2025/NĐ-CP and the Personal Data Protection Law 2025

The implementation of electronic labor contracts entails the collection and processing of a substantial volume of employee personal data.

The types of data commonly processed include:

·        Personal identification information;

·        Contact information;

·        Residential information;

·        Passport information;

·        Work permit information;

·        Biometric data;

·        Salary information;

·        Performance evaluation and employment history information.

Under the Personal Data Protection Law 2025, enterprises must ensure that data processing complies with the following fundamental principles:

·        Lawfulness;

·        Transparency;

·        Accuracy;

·        Purpose limitation;

·        Storage limitation;

·        Data security;

·        Accountability.

In addition, enterprises should review their obligations regarding data protection impact assessments for large-scale electronic human resources systems or systems utilizing biometric data.

VIII. Cross-Border Transfer of Labor Data in the Digital Environment

For foreign-invested enterprises, the use of electronic labor contracts is frequently associated with the sharing of human resources data within the corporate group.

In practice, labor data may be stored at:

·        The overseas parent company;

·        Regional data centers;

·        Global human resources management systems;

·        Cloud computing platforms located overseas.

Therefore, in addition to compliance with Decree 337, enterprises must also consider obligations relating to cross-border transfer of personal data under the Personal Data Protection Law and data legislation.

This is one of the areas that should be assessed at the system design stage of the eContract system to avoid subsequent legal risks.

IX. Responsibilities of Electronic Labor Contract Service Providers

Decree 337 has significantly expanded the responsibilities of electronic labor contract service providers.

These entities not only provide technology solutions but also participate directly in the authentication and certification of data messages.

Accordingly, they are responsible for:

·        Accuracy;

·        The integrity of data;

·        The capability for data storage and recovery;

·        Integration with the National Platform;

·        Data handover upon cessation of operations.

From an enterprise perspective, service agreements with eContract providers should be structured on a risk management basis, incorporating provisions on confidentiality, liability for damages, service level agreements (SLAs), audit support, and data transition.

X. Transitional Provisions and Preparatory Actions for Enterprises

The Decree takes effect from January 1, 2026.

The National Electronic Labor Contract Platform must be operational no later than July 1, 2026.

Labor contracts executed prior to the effective date of the Decree shall continue to be performed in accordance with the prevailing regulations.

However, enterprises should take advantage of the transitional period to:

·        Review all existing labor records;

·        Assess the feasibility of converting paper-based contracts to electronic contracts;

·        Standardize human resources data;

·        Review personal data protection policies;

·        Evaluate information technology systems;

·        Select an eContract provider meeting the prescribed technical standards;

·        Provide training for human resources and information technology departments.

Early preparation will enable enterprises to minimize compliance risks and effectively leverage the benefits of digital transformation in labor management.

CONCLUSION

Decree No. 337/2025/NĐ-CP marks a fundamental transition from the traditional labor contract management model to a data-driven labor relations governance model. This represents not merely a change in the form of contract execution but also a transformation in the manner of managing, storing, exploiting, and sharing labor data on a national scale.

For enterprises, particularly FDI enterprises and those employing a large workforce, the implementation of electronic labor contracts is no longer simply an information technology project but has become a comprehensive legal compliance matter, simultaneously engaging labor law, electronic transactions law, data law, and personal data protection law. Accordingly, developing an appropriate transformation strategy at the present stage will be of decisive significance for the compliance capability and competitiveness of enterprises in the digital labor environment.

General notes:

• The above is summarised from the current legislations and practices for internal reference only.

• This document cannot be relied upon by any other parties nor included in any submissions, reports, documents or letters required by the relevant regulatory bodies without our prior written consent and/or subject to our approval on the appropriate form and contents; and

• Please kindly noted that SP&A is not a legal firm, our comments provided under this document may include reviewing regulatory documents to be identified as general management consultancy, therefore, should not be considered, nor intended to be, a legal advice.