The implementation of contract disclosure obligations is not only a legal responsibility but also an essential factor in ensuring transparency in the operations of enterprises and organizations. Accordingly, legal advisory on the implementation of contract disclosure obligations play a crucial role in helping relevant parties fully understand the applicable legal framework. This article provides the most updated, comprehensive, and structured overview of this issue.
The implementation of contract disclosure obligations is not only a legal responsibility but also an essential factor in ensuring transparency in the operations of enterprises and organizations. Accordingly, legal advisory on the implementation of contract disclosure obligations play a crucial role in helping relevant parties fully understand the applicable legal framework. This article provides the most updated, comprehensive, and structured overview of this issue.
I. Growing demand for legal advisory on the implementation of contract disclosure obligations
In practice, many enterprises and organizations, especially those utilizing state capital or engaging in specialized sectors such as public investment, construction, and public procurement, are increasingly focused on complying fully with legal requirements on contract disclosure. However, the legal system governing this issue remains relatively complex, is frequently amended, and requires implementers to have in-depth legal knowledge and solid legal expertise.
As a result, the demand for legal advisory on contract disclosure obligations has been steadily increasing. Businesses seek legal advisory services not only to ensure legal compliance with applicable laws and regulations but also to mitigate risks of administrative sanctions and avoid reputational damage, and maintain stable business operations. In addition, professional legal advisory assists organizations in establishing standardized, transparent, and tailored internal disclosure procedures that align with their operational characteristics.
II. Legal provisions governing advisory on the implementation of contract disclosure obligations
To ensure proper implementation of contract disclosure obligations, organizations and enterprises must have a clear understanding of the relevant legal basis. The key applicable legal provisions are outlined below.
1. What is legal advisory on contract disclosure obligations?
According to Article 274 of the Civil Code 2015 , obligation is defined as the legal responsibility of one or more parties (the obligor) to perform certain acts for the benefit of one or more other parties (the obligee). Such obligations may include the transfer of assets or rights, payment of money, provision of valuable papers, performance of certain acts, or forbearance from certain acts.
Accordingly, legal advisory on the implementation of contract disclosure obligations refers to the provision of legal information, guidance, and assistance to individuals, organizations, and enterprises in complying with legal requirements on the public disclosure of contract contents, either at the request of competent state authorities or pursuant to sector-specific legislation.
2. When is legal advisory on contract disclosure obligations required?
Under Article 275 of the Civil Code 2015, obligations may arise from the following legal grounds:
- Contracts;
- Unilateral legal acts;
- Acts performed without authorization;
- Possession, use, or enjoyment of assets without legal basis;
- Acts causing damage through unlawful conduct;
- Other grounds as provided by law.
Based on the above, legal advisory becomes necessary in many specific situations, particularly when organizations and enterprises are preparing to enter into contracts involving state capital, public investment, or sectors subject to specialized regulations such as bidding, construction, education, healthcare, or public–private partnership (PPP) projects. In such cases, legal advisory helps determine whether a contract is subject to mandatory disclosure and provides guidance on the applicable procedures and formalities for compliance.
In addition, enterprises are encouraged to seek legal advice when encountering difficulties during the disclosure process, such as uncertainty regarding the format, content, or timing of disclosures, or when required to provide information to regulatory or inspection authorities. Legal advisory is also highly beneficial when organizations wish to establish comprehensive internal disclosure procedures to ensure transparency, mitigate legal risks, and enhance regulatory compliance in corporate governance.
3. What is the procedure for legal advisory on contract disclosure obligations?
At present, Vietnamese law has not yet provided a unified or detailed procedure for legal advisory on contract disclosure obligations.
In practice, law firms and consultancy service providers typically apply a professional, systematic, and client-specific workflow, which generally includes the following steps:
- Receiving information and documents, identifying whether the contract falls within the mandatory disclosure scope;
- Reviewing the relevant legal basis, such as the Law on Bidding 2023, the Law on Public Investment 2024, and relevant decrees on information disclosure;
- Guiding the client through the disclosure process, including the preparation of disclosure contents, selection of the method and timing of disclosure, reviewing the format, and filing documentation for record-keeping;
- Supporting clients in addressing regulatory inquiries, responding to competent authorities, and reviewing the entire process to ensure full legal compliance.
4. What risks may arise in legal advisory on contract disclosure obligations?
A legal advisory contract on the implementation of contract disclosure obligations is essentially a legal service contract, under which one party (usually a law firm or legal consultancy) agrees to provide legal advisory services to the other party (an individual, organization, or enterprise) to ensure proper legal compliance regarding contract disclosure.
Accordingly, potential risks arising in consultancy for the fulfillment of contract disclosure obligations may be considered under Article 292 of the Commercial Law 2005, commercial sanctions for breach of such contracts may include:
- Compulsory performance of the contract;
- Penalties for breach;
- Compensation for damages;
- Suspension, termination, or cancellation of the contract;
- Other agreed measures not contrary to the fundamental principles of Vietnamese law, international treaties to which Vietnam is a party, or international commercial customs.
Furthermore, based onArticles 297, 300, 301, 308, 310, 312, and 313 of the Commercial Law 2005 further provides that these sanctions are typically applied in cases of fundamental breach. In particular, penalty clauses must be explicitly agreed upon by the parties, and compensation for damages is applicable only where actual loss is proven. The selection and application of appropriate sanctions depends on the nature and severity of the breach as well as contractual agreements.
III. Questions regarding legal advisory on contract disclosure obligations
1. Can enterprises engage third parties to provide advisory and carry out contract disclosure?
Article 564 of the Civil Code 2015 provides for re-authorization under the following circumstances:
- With the consent of the principal;
- Due to force majeure, where the purpose of the legal transaction for the benefit of the principal cannot be achieved without re-authorization.
Re-authorization must not exceed the original scope of authorization, and the form of re-authorization must comply with that of the original authorization.
Accordingly, enterprises may legally authorize third parties (e.g., law firms, legal consultancies, or qualified entities) to provide legal advisory and conduct contract disclosure, provided the authorization is made in accordance with legal requirements and is not contrary to specialized laws.
Even where a third party carries out the disclosure on behalf of the enterprise, the ultimate legal responsibility remains with the enterprise. Therefore, it is essential to select reputable, competent, and legally knowledgeable advisory partners to ensure compliance and mitigate legal risks.
2. Which authority supervises the implementation of contract disclosure obligations?
At present, Vietnamese law does not currently designate a single, unified supervisory authority for contract disclosure. Supervision is sector-specific and depends on the type of contract and the source of funding:
- For public investment capital or public-private partnership (PPP) contracts: usually the contracting authority or project owner;
- For bidding contracts: the Ministry of Planning and Investment (via the National Bidding Network System) play a role in managing and monitoring the disclosure of contract-related information.;
- For construction contracts: specialized construction management authorities may be assigned to monitor and inspect compliance.
In the absence of a centralized supervisory agency, monitoring depends largely on the initiative of sectoral authorities, inspection bodies, and inter-agency coordination.
3. Are there administrative penalties for failure to disclose contracts on time?
Timely contract disclosure is mandatory in certain sectors such as public investment, bidding, and PPP projects or other fields subject to specific transparency requirements. Failure to comply may result in administrative penalties under sector-specific regulations.
For example, pursuant to Article 36 of Decree No. 122/2021/NĐ-CP provides that failure to publish bidding information may result in fines ranging from 15 million VND to 30 million VND for individuals, and double for organizations, depending on the nature and severity of the violation.
In addition, civil or commercial remedies may apply if stipulated in the contract:
- Civil sanctions (Article 418 of the Civil Code 2015):
+ Penalties are agreed upon by the parties;
+ No legal cap on penalty amounts;
+ If only penalties are agreed without compensation clauses, the breaching party is only liable for the agreed penalty. - Commercial sanctions (Articles 300 & 301 of the Commercial Law 2005):
+ Penalties must not exceed 8% of the value of the breached contractual obligation;
+ Penalties do not apply in cases of force majeure, fault of the other party, or unforeseeable decisions of competent authorities.
For inspection service contracts:
- In cases of negligent errors, penalties must not exceed 10 times the service fee;
- In cases of intentional misconduct, full compensation for damages is required.
4. Should legal advisory on contract disclosure ensure confidentiality and transparency?
Although the Civil Code 2015 does not require confidentiality clauses as a condition for contract validity, in practice, especially for transactions involving sensitive information, trade secrets, or internal data, confidentiality provisions are highly recommended.
Such clauses clarify the parties’ obligations to protect information and serve as the legal basis for remedies in case of breach. If one party unlawfully discloses or misuses confidential information, the other party may claim damages or apply contractual sanctions.
5. Which types of contracts are subject to mandatory disclosure?
Vietnamese law does not provide a uniform regulation applicable to all contract types. However, in certain sectors, contract disclosure is mandatory to ensure transparency, prevent corruption and waste, and strengthen accountability.
Mandatory disclosure applies to, inter alia:
- Contracts using public investment capital under the Law on Public Investment 2024;
- PPP contracts under the PPP Law 2020;
- Awarded bidding contracts under the Law on Bidding 2023;
- Public procurement contracts funded by the state budget;
- Other sector-specific contracts (e.g., land, healthcare, education, natural resources, and environment).
Disclosure is typically carried out via official government information systems such as online portals, the National Bidding Network System, or other legally prescribed channels.
IV. Legal advisory services related to contract disclosure obligations
If your organization requires legal support or faces difficulties in implementing contract disclosure obligations, please contact NPLaw Firm for timely, accurate, and professional assistance.
With an experienced team of legal experts well-versed in specialized legislation, we are committed to providing effective legal solutions that ensure full compliance and minimize legal risks in your operations.
