Commercial arbitration in Vietnam and VIAC: the Law on Commercial Arbitration and Resolution 01/2014, arbitrability, valid and defective arbitration agreements, the VIAC Rules 2026, interim measures, costs, language, and setting aside awards in the designated courts

The legal framework

Arbitration seated in Vietnam is governed by Law No. 54/2010/QH12 on Commercial Arbitration, in force since 1 January 2011, which was modelled in many respects on the UNCITRAL Model Law but departs from it on several points. It is detailed by Decree No. 63/2011/ND-CP, as amended by Decree No. 124/2018/ND-CP, which deals mainly with the licensing of arbitration centres and of foreign arbitral institutions' branches and representative offices. Resolution No. 01/2014/NQ-HDTP of 20 March 2014 of the Judicial Council of the Supreme People's Court guides the courts on the law: it explains when an arbitration agreement is void or incapable of being performed, how courts support arbitration, and how the grounds for annulment, including the fundamental principles of Vietnamese law, are to be applied. The Civil Procedure Code (Law No. 92/2015/QH13, as amended most recently by Law No. 85/2025/QH15) assigns the competent courts.

The law covers institutional arbitration, administered by an arbitration centre licensed by the Ministry of Justice, and ad hoc arbitration organised by the parties. Article 4 sets the principles: the tribunal respects the parties' agreement where it is lawful, arbitrators are independent and impartial, the parties are equal, proceedings are private unless agreed otherwise, and the award is final. Article 13 of the Law on Investment determines when a foreign-element dispute may instead go offshore (Dispute resolution landscape and choice of forum).

What can be arbitrated

Article 2 of the Law on Commercial Arbitration allows three categories of dispute to be arbitrated: disputes between parties arising from commercial activities; disputes arising between parties at least one of which carries on commercial activities; and other disputes between parties that the law provides may be resolved by arbitration. Resolution No. 01/2014/NQ-HDTP reads 'commercial activities' broadly, by reference to the Commercial Law, so the sale of goods, services, distribution, construction, investment, finance, insurance, transport and the transfer of capital in companies are all arbitrable, as are disputes between a company and an individual where the company was acting commercially. Disputes between members or shareholders of a company, and between a member and the company, are generally treated as arbitrable where the charter or a shareholders' agreement contains an arbitration clause.

Some matters are outside arbitration altogether: challenges to administrative decisions, which belong to the administrative courts; individual labour disputes, which follow the Labour Code's own mediation and labour arbitration route (Internal labour rules, unions and disputes); family and personal-status matters; criminal matters; and bankruptcy, which is reserved to the courts under Law No. 142/2025/QH15 on Recovery and Bankruptcy. Validity and infringement of registered intellectual property rights raise State-grant questions and are usually litigated; a licence royalty dispute is arbitrable. A consumer bound by a supplier's standard-form arbitration clause may still choose the court when the dispute arises (Article 17).

The arbitration agreement: form and validity

Under Article 16 an arbitration agreement may be a clause in the contract or a separate agreement, made before or after the dispute arises, and must be in writing. Writing includes exchanges by telegram, fax, telex, e-mail and other forms the law prescribes, a written record of an oral agreement confirmed in writing, a reference in a contract to a document containing an arbitration clause, and an exchange of statements of claim and defence in which one party asserts and the other does not deny the agreement. The clause is separable from the main contract: its validity is not affected by the termination, invalidity or unenforceability of the contract (Article 19), and it survives a merger, division or change of the parties, binding successors unless otherwise agreed (Article 5).

Article 18 lists six cases in which an arbitration agreement is void: the dispute is not arbitrable under Article 2; the person who concluded the agreement lacked authority; that person lacked civil capacity; the form does not comply with Article 16; a party was deceived, threatened or coerced and asks for the agreement to be declared void; and the agreement violates a prohibition of law. The authority ground is the one most often raised against foreign investors: a contract signed by a branch manager or a deputy director without a written authorisation from the legal representative can carry an arbitration clause that does not bind the company, although Resolution No. 01/2014/NQ-HDTP treats later ratification or acceptance of the contract as curing the defect.

Defective clauses and the tribunal's own jurisdiction

A clause that is valid may still be incapable of being performed. Resolution No. 01/2014/NQ-HDTP gives examples: the named arbitration centre has ceased to exist without a successor and the parties cannot agree on another; the named ad hoc arbitrator is unable to act and the parties cannot agree on a replacement; or the parties chose an institution's administration but the rules of another institution and the institution will not apply them. A clause that names an arbitration centre inaccurately but identifiably is generally upheld, and the Law on Commercial Arbitration (Article 43) lets the claimant choose the centre where the clause refers to arbitration without naming one and the parties do not agree. A clause that offers a choice between arbitration and court is a frequent source of argument and should be avoided.

The tribunal decides its own jurisdiction first. Under Article 43 it considers the validity and enforceability of the arbitration agreement before examining the merits; a party disagreeing with the tribunal's decision on jurisdiction may, within five working days of receiving it, ask the competent court to review it, and the court's decision is final (Article 44). The arbitration may continue meanwhile. Since 1 July 2025 the competent court for this and other supporting functions is a regional people's court determined by territory, while annulment and the registration of ad hoc awards are concentrated in three provincial-level courts (FAQ 71).

VIAC and the VIAC Rules 2026

The Vietnam International Arbitration Centre (VIAC), attached to the Vietnam Chamber of Commerce and Industry with its head office in Hanoi and a branch in Ho Chi Minh City, is Vietnam's leading arbitral institution and handles the largest share of foreign-element cases. Its Rules of Arbitration 2026 replace the 2017 Rules and apply to arbitrations commenced on or after 1 July 2026 unless the parties agree otherwise (FAQ 73). Professional commentary identifies the principal changes as: a joinder procedure allowing an additional party that is prima facie bound by the arbitration agreement to be joined, with the VIAC President deciding (Article 18); consolidation on a party's request, no longer only by agreement, where claims arise under the same arbitration agreement or compatible agreements concerning the same legal relationship or series of transactions (Article 17); express rules for claims under multiple contracts in a single arbitration (Article 6); stronger case screening, allowing VIAC to reject a request whose deficiencies are not cured in time (Article 7); power for the tribunal to appoint its own independent experts (Article 27); a case management conference; mandatory disclosure of third-party funding (Article 16); and a broader expedited procedure.

Under the 2017 Rules the expedited procedure required the agreement of all parties. Under the 2026 Rules it remains available by agreement and may also be applied, on a request made before the tribunal is constituted, having regard to the amount in dispute and the nature of the case, against a monetary threshold that VIAC publishes; commentary indicates that the non-consensual route applies to arbitration agreements concluded after 1 July 2026. The final award in an expedited case is due within two months of the parties being notified of the tribunal's constitution (Appendix II). VIAC's model clause, and the advice to add the seat, the number of arbitrators, the governing law and the language, are discussed in Dispute resolution landscape and choice of forum.

Other arbitration centres licensed by the Ministry of Justice operate, mainly in Hanoi and Ho Chi Minh City, and some have growing domestic caseloads, but VIAC remains the default choice for foreign investors. The Law on Commercial Arbitration also allows foreign arbitral institutions to open branches and representative offices in Vietnam with a licence from the Ministry of Justice.

How a VIAC arbitration runs

1. Notice and negotiationGive written notice of the dispute and complete any negotiation or mediation step the contract requires; diarise the two-year limitation period under Article 319 of the Commercial Law, which applies to arbitration as to court claims (Article 33 of the Law on Commercial Arbitration).
2. File the request for arbitrationSubmit the request with the arbitration agreement, a summary of the claim, the relief sought, the claimant's nominated arbitrator (where three are agreed) and the registration fee; the arbitration commences when VIAC receives a compliant request.
3. Respondent's defence and counterclaimThe respondent files its statement of defence, generally within 30 days of receiving the request (Article 35 of the law, subject to the Rules), and nominates its arbitrator; any counterclaim is filed with the defence.
4. Constitute the tribunalEach party nominates an arbitrator and the two choose a presiding arbitrator; failing nomination, the VIAC President appoints. Arbitrators disclose circumstances affecting independence and may be challenged under Article 42.
5. Case management and advance on costsThe tribunal holds a case management conference where needed and fixes the timetable; the parties pay the advance on costs calculated on the amount in dispute under VIAC's fee schedule.
6. Written submissions, evidence and hearingStatements, documents, witness statements and any expert reports are exchanged; the tribunal may ask the court to help collect evidence or summon witnesses (Articles 46 and 47). Hearings are private.
7. AwardThe award is made by majority, reasoned unless agreed otherwise, and issued within 30 days of the last hearing (Article 61); it is final and binding from the date of issue.
8. Compliance, annulment or enforcementEither party may apply to annul within 30 days of receipt; if the losing party neither pays nor applies, the winner applies to the civil judgment enforcement agency (Article 66).

Interim measures

Article 49 of the Law on Commercial Arbitration allows the tribunal, at a party's request, to order six types of interim measure: prohibiting a change in the status of the assets in dispute; prohibiting or compelling a party to perform certain acts to prevent harm to the proceedings; attaching the assets in dispute; requiring the preservation, storage, sale or disposal of assets; requiring interim payment of money between the parties; and prohibiting the transfer of property rights in the assets in dispute. The tribunal may require the applicant to provide security (Article 50). A tribunal's order is enforced by the civil judgment enforcement agency.

Before the tribunal is constituted, or for measures the tribunal cannot grant, a party may apply to the competent court under Article 53, which applies the interim measures procedure of the Civil Procedure Code; an application to the court for interim relief is not treated as a waiver of the arbitration agreement. A party may not seek the same measure from both court and tribunal. Vietnamese law makes no provision for an emergency arbitrator, and the published commentary on the VIAC Rules 2026 does not describe one; an emergency order under the SIAC, HKIAC or ICC Rules is not an award that a Vietnamese court will recognise. Urgent relief against assets in Vietnam is therefore sought from the Vietnamese court, which can freeze accounts and attach assets within days (FAQ 79).

Language, confidentiality, costs and duration

The language is Vietnamese unless the dispute has a foreign element or a party is a foreign-invested enterprise, in which case the parties agree the language and, failing agreement, the tribunal decides (Article 10). The seat is agreed by the parties or fixed by the tribunal, and hearings may be held elsewhere or online (Article 11). Proceedings and awards are confidential unless the parties agree otherwise, although an annulment application or enforcement step brings the award into the public court file.

VIAC's fees are fixed by its published schedule and depend on the amount in dispute and the number of arbitrators; the advance is paid by the claimant and recovered in the award if the claim succeeds, and the tribunal may also award reasonable legal costs where the parties so agree or the Rules allow. As a typical market range, legal fees for a mid-sized VIAC case handled by a Vietnamese firm commonly run from USD 30,000 to USD 150,000, and an international firm will charge several times that; these are not quotations. A domestic case of moderate complexity commonly concludes within about a year of the request, an expedited case faster, and a multi-party construction or joint venture dispute can take two years or more.

Setting aside an award

An award is final and binding from the date it is issued (Article 61). A party may apply to the court to annul it within 30 days of receiving it; time lost to force majeure is not counted (Article 69). The grounds are exhaustive (Article 68): there was no arbitration agreement or it was void; the composition of the tribunal or the procedure did not comply with the parties' agreement or the law; the dispute was outside the tribunal's jurisdiction, in which case only the part outside jurisdiction is annulled; the evidence on which the award was based was forged, or an arbitrator received money, property or another benefit from a party affecting the award's objectivity; or the award is contrary to the fundamental principles of Vietnamese law. Article 14(2) of Resolution No. 01/2014/NQ-HDTP explains the last ground: the court must identify the specific fundamental principle breached, show that the award violates it and that the violation harms the interests of the State or the legitimate rights of third parties or the parties; disagreement with the tribunal's findings of fact or law is not enough. The court does not re-examine the merits.

Since 1 July 2025 annulment applications and the registration of ad hoc awards are heard by the Economic Courts of the People's Courts of Hanoi, Da Nang and Ho Chi Minh City, each for a defined group of provinces: Hanoi for the northern provinces including Hai Phong, Da Nang for the central provinces including Hue, Khanh Hoa and Gia Lai, and Ho Chi Minh City for the southern provinces including Can Tho, Dong Nai and Tay Ninh (Civil Procedure Code as amended by Law No. 85/2025/QH15; Resolution No. 81/2025/UBTVQH15). The court appoints a three-judge panel within seven working days of accepting the application, the panel must hold the hearing within 30 days of its appointment, and it may suspend the hearing for up to 60 days to let the tribunal cure a procedural defect (Article 71). The decision to annul or not to annul is final and is not subject to appeal or protest by the procuracy. If the award is annulled, the parties may agree to arbitrate again or either may sue in court.