What is a Construction Contract? Is Notarization or Certification Mandatory under the Law?

“What is a construction contract? Is notarization or certification mandatory under the law?“ is a legal issue of concern to many entities participating in construction projects. Clearly defining the regulations on the form helps parties minimize risks arising during service implementation. The following article by Long Phan Consulting Company will analyze the current regulations on this issue in detail.

What is a construction contract?

According to Clause 1, Article 80 of the 2025 Construction Law, a construction contract is a written agreement between the contracting party and the contractor regarding the establishment, modification, or termination of civil rights and obligations for the performance of work in construction activities.

>>>See more: Some common construction contracts forms in Vietnam

Is it legally required for a house construction contract to be notarized?

Based on Article 81 of the Law on Construction 2025 and Clause 1, Article 6 of the Law on Notarization 2024, the regulations on the form and validity are as follows:

• Form Requirement: Housing construction contracts are only required to be made in writing and are not strictly required to be notarized or certified under current laws.
• Conditions for Validity: The contract takes effect when it meets the conditions for civil transactions (legal capacity, voluntariness, no violation of prohibitions) and the specific capability conditions under the Law on Construction 2025.
• Effective Date:
  • If not notarized: Effective from the time of signing or another time agreed by the parties.
  • If notarized: Effective from the time the notary signs and the notary practice organization affixes its seal (or digital signature for e-notarization).

When is it advisable to notarize or certify a construction contract?

Although not mandatory, notarization is recommended in specific situations to establish solid legal evidence and protect rights:

• High-Value Contracts: For contracts with large values or special importance, the risk of a party denying payment obligations or defaulting is high. Notarization creates indisputable evidence (unless declared invalid by a Court).
• Complex Terms: When the contract involves complicated clauses regarding compensation liability, penalties for violations, or the participation of multiple parties, notarization ensures clarity and legal enforceability.
• Capacity Verification: In cases where the civil act capacity of a participating party needs verification, or when parties wish to increase transparency for related administrative procedures, notarization is the safest option.

Effective date of the construction contract

According to Clause 4, Article 81 of the Law on Construction 2025, the effective time binds the parties’ responsibilities:

• Non-Notarized Contracts: A legally entered construction contract takes effect from the time of conclusion (signing) or another time agreed upon by the parties.
• Notarized Contracts: If the parties choose notarization, the effective time is determined by the Law on Notarization 2024—specifically, from the date the notary signs and the organization’s seal is affixed.
• Obligation Performance: From the effective time, parties must perform their rights and obligations as committed. The contract may be amended or terminated based on agreement or legal provisions.

>>>See more: In what cases is a construction contract adjusted?

Construction contract consulting services at Long Phan Consulting Company

Long Phan Consulting Company provides comprehensive solutions to identify risks and optimize transaction terms from the negotiation stage:

• Review and Drafting: We analyze critical terms, draft, and standardize construction contract templates to ensure compliance with current laws.
• Notarization Advisory: We recommend whether to notarize based on contract value and partner reputation; assist in preparing notarization dossiers, and verify legal records.
• Representation: We coordinate with reputable notary organizations to ensure quick procedures and represent clients in performing notarization/certification at competent authorities.

>>> See more: Resolve construction contract disputes by commercial arbitration

Frequently Asked Questions about whether construction contracts are required to be notarized

Below are some frequently asked questions about construction contracts; please refer to them:

What are the principles for executing a housing construction contract?

According to Clause 2, Article 80 of the 2025 Construction Law, the conclusion and execution of construction contracts must comply with the provisions of this Law, the provisions of civil law, and other relevant laws. Furthermore, for public investment projects and PPP projects, when concluding construction contracts, the parties must also meet the following principles:

• Ensure that sufficient resources are available to fulfill the obligations under the construction contract;
• The contractor selection process has been completed and the construction contract negotiation process (if any) has concluded;
• If the contractor is a consortium of contractors, there must be a consortium agreement. The conclusion of the construction contract must be carried out by all members of the consortium, unless the parties agree otherwise.

What does the legal aspect of a construction contract include?

According to Clauses 2 and 3 of Article 80 of the 2025 Construction Law, the legal validity of a construction contract includes:

• A valid construction contract serves as the legal basis for the parties to implement and resolve disputes. Disputes not covered by the construction contract shall be resolved on the basis of this Law, civil law, and other relevant legal provisions.
• When performing their functions and duties as prescribed, state management agencies, inspectorates, auditors, payment and lending organizations, and other relevant agencies must respect legally concluded and valid construction contracts; they must not infringe upon the legitimate rights and interests of the parties involved in construction contracts.

Are oral construction contracts legally valid?

No. According to Clause 1, Article 80 of the Construction Law, construction contracts must be in writing. Any oral agreement relating to the establishment, modification, or termination of rights and obligations in construction activities has no legal validity as a basis for resolving disputes in court. Customers need to sign a paper document or electronic data message with a valid digital signature.

If a house construction contract is not notarized, is it invalid?

According to Clause 1, Article 80 and Clause 1, Article 81 of the Construction Law, a housing construction contract that is not notarized is not formally invalid. Vietnamese law only requires housing construction contracts to be in writing. If the contract meets the conditions regarding civil capacity, voluntariness, and does not violate any prohibitions, it remains fully valid without notarization. However, notarization is recommended to enhance its evidentiary value.

Can an individual investor sign contracts directly with contractors?

Individuals with full legal capacity, according to Clause 1, Article 81 of the 2025 Construction Law, have the right to independently enter into contracts for the construction of houses or civil works. However, customers must ensure that the contractor possesses the necessary construction capacity certificates appropriate to the project’s classification. Signing a contract with a contractor lacking legal capacity or professional expertise may result in the project not being accepted or incurring administrative penalties.

>>> See more: Types of construction contracts: Detailed drafting instructions

Conclusion

Whether a construction contract requires notarization depends on the agreement of the parties, except for special cases. Understanding regulations on form and validity helps clients proactively prevent risks. If you need in-depth legal review support, please contact Long Phan Consulting Company via hotline 1900636389 for the best advice and assistance.