Commercial arbitration in Vietnam: arbitration agreements, set-aside and enforcement of awards

What is commercial arbitration in Vietnam, and which texts are in force?

Commercial arbitration in Vietnam is a method of resolving disputes that the parties agree on and that follows the Law on Commercial Arbitration (Clause 1, Article 3 of Law 54/2010/QH12, in force since 1 January 2011; the "Arbitration Law"). Three features: there must be an arbitration agreement (Article 5), proceedings are private unless the parties agree otherwise (Clause 4, Article 4), and the award is final (Clause 5, Article 4). Courts only support and supervise at specific points (Article 414 of the Civil Procedure Code).

As of 4 October 2026 the texts are as follows.

Resolution 01/2014/NQ-HDTP of the Council of Judges guides the Arbitration Law but still cites the old Civil Procedure Code and the pre-2025 court structure; we have not checked which provisions have been formally replaced, so read it with the current texts.

Commercial arbitration in Vietnam versus commercial mediation and labour arbitration

A tribunal may also mediate at the parties' request, and a recorded settlement is recognised by a final decision with the effect of an award (Article 58). Labour arbitration is a different body entirely; an arbitration clause in a commercial contract does not select it.

Which disputes can go to commercial arbitration in Vietnam, and what makes the agreement valid?

Article 2 has three groups: disputes between parties arising from commercial activities; disputes where at least one party carries on commercial activities; and other disputes the law allows to be arbitrated. Commercial activity means profit-making activity, including sale of goods, services, investment and trade promotion (Clause 1, Article 3 of the Commercial Law). Because of the second group, a contract between a company and a non-trader can still be arbitrated.

• Agreements with employees. Precedent 69/2023/AL (applicable from 1 November 2023): a confidentiality and non-competition agreement signed separately between a company and an employee, with a commercial arbitration clause, is independent of the employment contract and falls within the tribunal's jurisdiction; the reasoning also relies on the employee having lost the right to object by not challenging jurisdiction during the arbitration (Article 13 and Clause 4, Article 35). It does not turn disputes under the employment contract itself into arbitration disputes (Article 187 of the Labour Code). See what is an NDA in Vietnam.
• Consumers. A consumer keeps the choice of arbitration or court even if a pre-drafted arbitration clause exists (Article 17).
• Outside Article 2 the agreement is invalid (Clause 1, Article 18). This entry does not cover investor-State disputes.
• Company charter. We have not verified whether internal company disputes fall within Article 2. See the company charter in Vietnam.

Defects that void or break an arbitration clause

The agreement must be in writing; emails, written exchanges and references to a contract or company charter that contains the clause all count (Article 16). The agreement is separate from the contract: amendment, termination, invalidity or impossibility of the contract does not affect it (Article 19). If a party merges, splits or converts, the agreement binds its successor (Clause 3, Article 5), and when contractual rights and obligations are assigned it continues to bind the assignee (Clause 3, Article 7 of Resolution 01/2014/NQ-HDTP).

Article 13: a party that knows of a breach, continues the proceedings and does not object in time loses the right to object, so a jurisdiction objection belongs in the statement of defence (Clause 4, Article 35). If a party disagrees with the tribunal's decision on an invalid or unperformable agreement or on jurisdiction, it has 5 working days from receipt to ask the court to review it (Clause 1, Article 44); the court's decision is final (Clause 4) and the tribunal may continue meanwhile (Clause 5).

Commercial arbitration in Vietnam: institutional or ad hoc, and how to draft the clause

Institutional arbitration is conducted at an arbitration centre under that centre's rules; ad hoc arbitration follows procedure the parties set themselves (Clauses 6 and 7, Article 3).

The Arbitration Law only describes these procedural differences; it does not rank either route as less risky.

VIAC Rules from 1 July 2026. The Expedited Procedure (Article 24, Appendix II) deserves a close read: a sole arbitrator by default, an award within 2 months of notice of the tribunal's constitution (extendable) and in any event within 30 days after the last hearing.

• Agreements made after the Rules took effect: choosing VIAC is deemed consent to the President deciding whether the Expedited Procedure applies under the criteria in Clause 3, Article 24; the parties can exclude it in writing (Clause 7).
• Agreements made before 1 July 2026: the Expedited Procedure does not apply automatically; it applies only if the parties agreed to it before VIAC notified the constitution of the tribunal (Clause 1, Article 24).
• One criterion is that the amount in dispute does not exceed the figure VIAC sets and publishes on the date of the request (Point a, Clause 3, Article 24); check the current figure on the VIAC website.

Illustrative clause. The wording below is our own draft following the structure of the model clause in Appendix III of the VIAC Rules. It is an illustration, not VIAC's official model, and must be adapted to each contract.

Any dispute arising out of or in connection with this contract, including any question about its interpretation, performance, breach, termination or validity, shall be finally resolved by arbitration at the Vietnam International Arbitration Centre (VIAC) in accordance with its Rules of Arbitration. The tribunal shall consist of [one/three] arbitrator(s). The place of arbitration shall be [city, country]. This contract shall be governed by [Vietnamese law]. The language of the arbitration shall be [language]. [The Expedited Procedure shall / shall not apply.] [The parties shall keep confidential the dispute, the documents and the award, unless disclosure is required by law.] The award shall be final and binding on the parties.

Notes: if the number of arbitrators is not stated, the tribunal has three (Clause 2, Article 39), which affects cost. Choose foreign governing law only where the dispute has a foreign element (Article 14; note to Appendix III of the VIAC Rules). The confidentiality line is the parties' option, because the Arbitration Law does not oblige the parties to keep the matter confidential.

Align the clause with the force majeure and penalty provisions of the same contract. For review before signing see our commercial contract drafting and review service.

Commercial arbitration in Vietnam versus litigation: which forum to choose?

The Arbitration Law does not say arbitration is cheaper or faster; that depends on the case and the rules applied. The arbitration fee is set by the centre (Clause 2, Article 34), and the losing party bears it by default (Clause 3).

Confidentiality. Private proceedings do not mean every participant is bound to secrecy. The Arbitration Law only requires arbitrators to keep the dispute confidential (Clause 5, Article 21); the parties' duty must come from the contract or the centre's rules. For example, under Article 42 of the VIAC Rules 2026, unless the parties agree otherwise or the law provides otherwise, hearings, proceedings and documents are confidential, and the parties, their representatives, witnesses and experts may not disclose them to third parties.

Limitation. The limitation period for an arbitration claim is 2 years from the time the lawful rights and interests were infringed (Article 33). For court claims the law is not clearly aligned: the Commercial Law (Article 319) sets 2 years from the time of infringement for commercial disputes, while the Civil Code (Article 429) sets 3 years from the date the claimant knew or should have known of the infringement for contract claims. We have not verified how courts apply the two provisions; once arbitration is chosen, count from the 2-year period in Article 33.

Interim measures. The tribunal (Article 49) or the court (Article 53) may act, but a party cannot ask both: if a party has asked the court, the tribunal must decline (Clause 3, Article 49); if it has asked the tribunal, the court must decline unless the request falls outside the tribunal's power (Clause 5, Article 53). The court accepts a request only after the request for arbitration has been filed (Clause 1, Article 53), and asking a court is not a waiver of the arbitration agreement (Clause 2, Article 48). We found no provision for an emergency arbitrator in either the Arbitration Law or the VIAC Rules 2026, so urgent relief before the tribunal is formed means asking the court after filing.

Is an award final? Setting aside an arbitral award in Vietnam

An award is final and effective from the date it is made (Clause 5, Article 61). Within 30 days of receipt a party may ask the court to set it aside (Clause 1, Article 69); force majeure time does not count (Clause 2). Within the same 30 days, unless the parties agreed another period, a party may ask the tribunal to correct or interpret the award (Clauses 1 and 2, Article 63) or to issue an additional award (Clause 4).

The court does not re-examine the merits (Clause 4, Article 71), and its decision is final (Clause 10). The court may suspend the application for up to 60 days so the tribunal can cure procedural defects (Clause 7). If an award is set aside, the parties may agree to arbitrate again or one may sue in court (Clause 8); time spent in arbitration and in the set-aside procedure does not count against the limitation period (Clause 9).

Which court hears a set-aside application?

Since 1 July 2025, set-aside applications and the registration of ad hoc awards go to certain provincial People's Courts designated by the National Assembly Standing Committee (Clause 3, Article 7 as amended). The competent court is the one where the tribunal made the award (Point g, Clause 2, Article 7), determined from the award (Point b, Clause 4, Article 5 of Resolution 01/2014); state the place of arbitration clearly in the clause (Clause 8, Article 3 and Article 11). Article 2 of Resolution 81/2025/UBTVQH15 assigns the work to three courts.

Resolution 81/2025/UBTVQH15 has been amended by Resolution 04/2026/UBTVQH16 of 10 June 2026; we have not read the official text of the amending resolution, so check the latest version before filing. The table covers set-aside and registration of ad hoc awards only; appointing arbitrators in ad hoc cases, collecting evidence, interim measures and review of a tribunal's jurisdiction decision go to the regional People's Courts (Points a, b, c, d, dd and e, Clause 2 and Clause 3, Article 7).

Enforcing awards in Vietnam: domestic awards and foreign awards under the New York Convention

Domestic awards. After the performance period, if the party obliged to perform has neither complied nor applied to set aside, the party entitled to enforcement applies to the civil judgment enforcement agency (Clause 1, Article 66). Enforcement follows the law on civil judgment enforcement (Article 67), now Law 106/2025/QH15, which covers arbitral awards (Clause 3, Article 2); the provincial enforcement agency where the tribunal made the award is competent (Clause 1, Article 8 of the Arbitration Law; Point h, Clause 1, Article 32 of Law 106/2025). The period to apply for enforcement is 5 years from the date the award takes effect or the obligation falls due; time lost to objective obstacles or force majeure does not count (Clause 2, Article 34 of Law 106/2025).

Foreign awards. Vietnam acceded to the New York Convention on 12 September 1995 and it took effect on 11 December 1995, subject to three declarations:

1. The Convention applies to awards made in the territory of another Contracting State; for awards made in non-contracting States it applies on the basis of reciprocity.
2. It applies only to disputes arising from legal relationships considered commercial under Vietnamese law.
3. Interpretation of the Convention before Vietnamese courts or competent authorities must accord with the Constitution and laws of Viet Nam.

The Civil Procedure Code lets courts consider awards where both States are party to a treaty or on reciprocity (Clause 1, Article 424). In outline:

1. Conditions and where to file. The request is accepted only if the person obliged to perform lives, works or has its head office in Vietnam, or the relevant assets are in Vietnam when the request is made (Clause 1, Article 425). The competent court is the regional People's Court where that person lives, works or has its head office, or where the assets are (Clause 5, Article 31, Article 35 and Point e, Clause 1, Article 39). File within 3 years of the award taking effect, with the Ministry of Justice if a treaty so provides, or otherwise with the competent court; time lost to force majeure or objective obstacles does not count (Article 451).
2. Documents: the application, the award and arbitration agreement (original or certified copy) and notarised Vietnamese translations (Articles 452 and 453).
3. Hearing: a panel of three judges does not rehear the dispute and only checks against the Code and treaties (Clause 4, Article 458).
4. Refusal grounds (Article 459): those the party obliged to perform proves (such as an invalid arbitration agreement, no proper notice, an award beyond the claims, or an award set aside in the seat State); the court raises two itself: a dispute that cannot be arbitrated under Vietnamese law, or conflict with fundamental principles of Vietnamese law.
5. Appeal within 15 days (Clause 1, Article 461).

Commercial arbitration in Vietnam for FDI companies: language, governing law and investment disputes

For an FDI company four points matter:

1. Language. A dispute with no foreign element is conducted in Vietnamese unless at least one party is a foreign-invested enterprise; in that case, as in disputes with a foreign element, the parties agree the language, failing which the tribunal decides (Article 10).
2. Governing law. Where there is a foreign element the parties' chosen law applies; otherwise Vietnamese law (Article 14). A contract between two entities both incorporated in Vietnam, including an FDI company, does not automatically have a foreign element (Clause 2, Article 663 of the Civil Code), so check before choosing foreign law.
3. Foreign arbitral institutions. A representative office of a foreign arbitration organisation may not carry out arbitration in Vietnam; only a branch may (Clause 7, Article 78; Articles 75 and 76). An award by a foreign tribunal made in Vietnam is recognised and enforced under the Civil Procedure Code, not set aside or registered by Vietnamese courts (Point b, Clause 5, Article 5 of Resolution 01/2014).
4. Investment disputes. The Law on Investment 143/2025/QH15 (effective 1 March 2026) allows disputes between investors relating to investment and business activities in Vietnam (Clause 1, Article 13), at least one of which is a foreign investor or a foreign-invested economic organisation under Clause 1, Article 20, to go to Vietnamese courts, Vietnamese arbitration, foreign arbitration, international arbitration or ad hoc arbitration (Clause 3, Article 13). Disputes with State bodies under Clauses 2 and 4, Article 13 are outside this entry. See the Law on Investment.

Checklist before putting an arbitration clause into a contract

1. Is the dispute within Article 2, and is any party a consumer (Article 17)?
2. Name one forum: a centre together with that centre's own rules, or ad hoc arbitration with detailed procedure; do not name arbitration and the courts side by side.
3. Check that the signatory has authority and the scope of any power of attorney.
4. State the number of arbitrators, place, governing law and language (Articles 10 and 14 where there is a foreign element or an FDI company).
5. For VIAC, read the 2026 Rules and decide whether the Expedited Procedure should apply (especially for contracts made before 1 July 2026) and whether a separate confidentiality clause is needed.
6. For a framework agreement, check the clause also covers the implementing contracts. If a dispute arises under several arbitration agreements, Article 6 of the VIAC Rules 2026 allows a separate request for each, or one request with a consolidation request for the VIAC President to decide where the conditions are met.