Key Takeaways
- Vietnam’s Law on E-Commerce No. 122/2025/QH15 and Decree No. 248/2026/ND-CP took effect on July 1, 2026, replacing the former decree-led framework with a dedicated e-commerce law.
- The rules apply to Vietnamese and foreign organizations and individuals conducting e-commerce activities in Vietnam.
- Compliance depends on the business model: selling through a local company, operating a platform, using a marketplace or social network, or selling cross-border without a Vietnamese entity can produce different obligations.
- Foreign-invested companies generally need appropriate investment and enterprise registrations, approved business lines and, where applicable, trading or retail approvals.
- E-commerce platform operators face broader responsibilities concerning seller identification, product information, consumer complaints, livestream sales, affiliate marketing and regulatory cooperation.
- Tax treatment must be assessed separately for Vietnamese companies, overseas suppliers, imported goods and sellers using digital platforms.
- Personal data processing is governed by the Law on Personal Data Protection No. 91/2025/QH15, effective January 1, 2026, alongside cybersecurity and sector-specific rules.
Vietnam’s e-commerce market offers significant opportunities for foreign businesses, but the regulatory framework changed substantially in 2026. Foreign investors, overseas sellers, digital service providers, marketplace operators and social-commerce businesses must determine which Vietnamese rules apply to their operating model before accepting orders or processing customer data.
What Are Vietnam E Commerce Regulations for Foreign Businesses
Vietnam e-commerce regulations are the laws governing online sales, digital platforms, electronic transactions, consumer protection, personal data, taxation, foreign investment and related commercial activities. They apply not only to locally incorporated businesses but also, in specified circumstances, to foreign organizations and individuals conducting e-commerce activities involving the Vietnamese market.
The central legislation is the Law on E-Commerce No. 122/2025/QH15. It contains 41 articles covering e-commerce platforms, cross-border activities, livestream selling, affiliate marketing, supporting services and technology-assisted enforcement. The law expressly applies to domestic and foreign organizations and individuals engaged in e-commerce activities in Vietnam.
Other important legislation includes:
- Decree No. 248/2026/ND-CP, implementing the Law on E-Commerce;
- the Law on Investment and Law on Enterprises;
- the Law on Protection of Consumers’ Rights No. 19/2023/QH15;
- the Law on Electronic Transactions No. 20/2023/QH15;
- the Law on Personal Data Protection No. 91/2025/QH15;
- the Cybersecurity Law;
- the Value Added Tax Law No. 48/2024/QH15;
- the Corporate Income Tax Law No. 67/2025/QH15; and
- customs, product safety, labeling, advertising and intellectual-property regulations.
Why Vietnam’s E Commerce Market Matters
The Vietnam E-Commerce Association reported that the country’s e-commerce market reached approximately USD 38.5 billion in 2025, representing annual growth of approximately 21%.
The Ministry of Industry and Trade also reported that Vietnam’s business-to-consumer e-commerce market reached approximately USD 13.9 billion during the first half of 2026, an increase of 17.9% year on year.
This growth has been accompanied by greater regulatory scrutiny. Authorities increasingly expect traceable seller identities, transparent product information, reliable complaint procedures, accurate tax reporting and stronger protection of consumer data.
What Changed Under the 2025 Law on E Commerce
Articles relying principally on Decree No. 52/2013/ND-CP and its amendments no longer describe the complete current framework. Since July 1, 2026, the dedicated Law on E-Commerce and Decree No. 248/2026/ND-CP have formed the principal regulatory foundation.
The new framework responds to business models that were not comprehensively addressed under the earlier regime, including:
- intermediary and integrated e-commerce platforms;
- social networks conducting e-commerce activities;
- livestream selling;
- affiliate marketing;
- foreign platforms serving Vietnamese users;
- supporting e-commerce service providers; and
- technology-based regulatory supervision.
It also strengthens seller identification and traceability. The Ministry of Industry and Trade has explained that electronic identification, including the use of Vietnam’s electronic identification infrastructure, is intended to help address counterfeit goods, intellectual-property infringement and tax leakage.
|
Issue |
Earlier framework |
Framework from July 1, 2026 |
|
Main regulatory instrument |
Primarily Decree No. 52/2013/ND-CP and amendments |
Law No. 122/2025/QH15 and Decree No. 248/2026/ND-CP |
|
Platform classification |
Focused mainly on sales websites and service-provision platforms |
Covers direct-selling, intermediary, social-media and integrated platforms |
|
Social commerce |
Addressed indirectly through general obligations |
Express responsibilities for social-media commerce, livestreaming and affiliate marketing |
|
Seller verification |
Information-disclosure requirements |
Stronger identification and traceability mechanisms |
|
Foreign platforms |
Cross-border obligations under the decree framework |
Dedicated statutory treatment based on platform activities and operating model |
|
Regulatory supervision |
Registration, notification and conventional enforcement |
Greater use of digital infrastructure, shared data and risk-based supervision |
Choosing an Operating Model in Vietnam
A foreign business should decide how it will enter the market before determining its licenses and tax position.
Establishing a Vietnamese Company
A foreign investor may establish a wholly foreign-owned company or a joint venture, subject to Vietnam’s foreign-investment rules and applicable market-access conditions.
The normal establishment process involves:
- obtaining an Investment Registration Certificate where required;
- obtaining an Enterprise Registration Certificate;
- registering appropriate business lines;
- completing initial tax, accounting and electronic-invoice procedures; and
- securing additional approvals required for regulated goods, retail distribution or platform activities.
The management and operation of intermediary, social-media and integrated e-commerce platforms are conditional market-access business lines for foreign investors under the new E-Commerce Law. The applicable conditions must therefore be checked against the proposed platform structure and functions.
Foreign-invested companies importing and distributing goods may also require trading rights, distribution rights, a business license or retail outlet approvals, depending on their activities.
Selling Through a Vietnamese Distributor
A foreign supplier can appoint a Vietnamese importer or distributor Although this setup may facilitate local commercial activity, a clear division of obligations between the parties is required for:
- import declarations and customs duties;
- product registration or conformity procedures;
- Vietnamese labeling;
- tax invoices;
- warranties and recalls;
- online product information; and
- consumer complaints.
The contract does not eliminate statutory responsibilities. A foreign brand may still face exposure for misleading advertising, defective goods, intellectual-property violations or unlawful processing of customer data.
Selling Through an Online Marketplace
Using a marketplace does not transfer every compliance obligation to the platform. Sellers remain responsible for the legality and authenticity of their products, accurate descriptions, labeling, advertising claims, applicable taxes and fulfillment of customer orders.
Businesses should obtain and review the marketplace’s:
- seller eligibility requirements;
- prohibited-products policy;
- commission and payment rules;
- complaint and refund process;
- invoicing arrangements;
- data-access terms; and
- suspension and termination procedures.
Cross Border Sales Without a Local Entity
An overseas seller or service provider may reach Vietnamese customers without establishing a subsidiary. However, the absence of a local entity does not automatically remove Vietnamese e-commerce, tax, customs, consumer-protection or data obligations.
Foreign platforms conducting e-commerce activities in Vietnam may be required to register and, depending on their structure and activities, appoint an authorized representative or establish a legal entity in Vietnam. The Ministry of Industry and Trade has confirmed that the applicable requirement depends on the platform’s operating model and functions.
A foreign business should not assume that a Vietnamese-language interface, local payment option or targeted advertising campaign is legally neutral. These features may help demonstrate that the business is actively serving the Vietnamese market.
Platform Notification Registration and Licensing
The required procedure depends on the function of the website or application.
A direct-selling platform generally enables its operator to offer its own goods or services. An intermediary platform facilitates transactions involving other sellers. Social-media and integrated platforms can be subject to separate obligations when their features enable commercial transactions.
Before launch, an operator should determine:
- how the platform is legally classified;
- whether notification, registration or licensing is required;
- which entity is identified as the operator;
- whether foreign-investment market-access conditions apply;
- what information must be publicly displayed;
- whether seller identity must be electronically verified; and
- what reports or data must be provided to authorities.
Approval for one activity should not be treated as authorization for every platform function. Adding third-party sellers, payment intermediation, livestream shopping or affiliate marketing can change the regulatory classification.
Consumer Protection Requirements
Vietnam’s Law on Protection of Consumers’ Rights No. 19/2023/QH15 took effect on July 1, 2024 and applies alongside the e-commerce framework.
Online businesses should provide customers with clear, accessible information concerning:
- the seller’s identity and contact details;
- the primary specifications and features of the goods or services;
- the total price and additional charges;
- delivery methods and expected timing;
- payment conditions;
- warranties and after-sales services;
- return, cancellation and refund terms;
- complaint-handling channels; and
- any limitations or conditions affecting the transaction.
Businesses should avoid pre-selected options, hidden charges, fabricated reviews, misleading scarcity messages and unsupported product claims. Regulated products—such as food, cosmetics, medical products, alcohol and certain electronic equipment—may be subject to additional advertising and sales restrictions.
Complaint procedures should operate in practice, not merely appear in website terms. Records of complaints, responses, refunds and corrective measures should be retained according to the relevant legal and operational requirements.
Livestream Sales and Affiliate Marketing
The 2025 E-Commerce Law expressly addresses livestream sales and affiliate marketing.
Responsibilities may be divided among:
- the seller;
- the livestream host;
- the affiliate marketer; and
- the platform operator.
Businesses should verify product information and advertising scripts before publication. Commercial relationships, commissions or sponsorships should be disclosed when required, and promotional claims must be capable of substantiation.
Platform operators should implement processes for identifying sellers and relevant content creators, receiving complaints, handling prohibited content and cooperating with authorities. Official implementation guidance emphasizes transparency, customer-data protection and clearly allocated responsibilities for livestream and affiliate activities
Tax Obligations for Foreign E Commerce Businesses
Applicable tax obligations depend on the corporate setup, the type of goods or services provided, who the end consumer is, and how funds flow.
Vietnamese Incorporated Companies
A Vietnamese company is generally subject to corporate income tax on taxable profits. Under the Corporate Income Tax Law No. 67/2025/QH15, the standard corporate income tax rate is 20%, subject to lower rates or incentives where statutory conditions are satisfied. The law took effect on October 1, 2025.
Businesses should not assume that operating in technology or e-commerce automatically qualifies them for incentives. Eligibility normally depends on factors such as the investment sector, project characteristics, location, scale or specifically encouraged activities.
Vietnamese companies must also consider:
- value added tax;
- electronic invoices;
- import duties and import VAT;
- contractor withholding obligations;
- payroll and personal income tax;
- transfer pricing for related-party transactions; and
- treaty procedures where cross-border income is involved.
Value Added Tax
The Value Added Tax Law No. 48/2024/QH15 took effect on July 1, 2025. The applicable treatment depends on the goods or services supplied and whether the taxpayer uses the credit or direct method.
The standard VAT rate is generally 10%. However, qualifying goods and services otherwise subject to 10% VAT benefit from a temporary reduction to 8% from July 1, 2025 through December 31, 2026. The reduction does not cover every sector, so businesses must confirm eligibility at the product or service level.
Overseas Suppliers
Foreign suppliers providing goods or digital services into Vietnam may be subject to Vietnamese VAT and income-tax obligations even without a conventional physical presence.
Depending on the transaction, compliance may involve:
- direct registration, declaration and payment through the foreign-supplier tax system;
- withholding and payment by a Vietnamese customer;
- tax collection through a platform;
- customs taxes on imported goods; or
- obligations of a Vietnamese permanent establishment or local entity.
Rates cannot be determined solely by describing a transaction as “e-commerce.” Classification as goods, services, royalties, software, advertising, marketplace services or another form of income can produce different outcomes.
Sellers Using Digital Platforms
Decree No. 117/2025/ND-CP, effective July 1, 2025, regulates tax administration for household businesses and individuals conducting business through e-commerce or digital platforms. It includes platform-related tax deduction, declaration and payment mechanisms. It should not be applied automatically to corporate sellers, whose obligations must be analyzed under the rules applicable to enterprises.
Personal Data and Cybersecurity
Businesses collecting names, telephone numbers, addresses, payment details, identification data, purchasing histories or online identifiers must establish a lawful data-governance framework.
The Law on Personal Data Protection No. 91/2025/QH15 has applied since January 1, 2026. It should be reviewed together with cybersecurity, electronic-transactions and sector-specific rules.
An e-commerce business should identify:
- what personal data it collects;
- the purpose and legal basis for processing;
- whether consent is required and how it is recorded;
- which processors and service providers receive the data;
- whether data is transferred outside Vietnam;
- how long the data is retained;
- how data-subject requests are handled; and
- how security incidents are detected, escalated and reported.
A privacy notice alone is insufficient if internal systems collect more data than disclosed or continue using information after the stated purpose has ended. Marketing databases, cookies, customer profiling and cross-border data sharing require particular attention.
Data localization or local-presence requirements are not universal for every foreign business. They should be assessed against the company’s activities and whether the statutory triggering conditions are met.
Product Import Labeling and Advertising Compliance
Foreign businesses selling physical goods should complete product-level due diligence before listing them online.
The review should cover:
- whether the item is legally permissible for importation and domestic sale;
- required permits, registrations or conformity certification;
- Vietnamese-language labeling;
- country-of-origin information;
- health, safety and technical standards;
- product-specific advertising restrictions;
- customs classification and valuation;
- trademark ownership or authorization; and
- warranty, recall and after-sales responsibilities.
Product pages, livestreams and social-media advertisements must remain consistent with approved labels and supporting documents. Translating an overseas advertisement does not make claims lawful in Vietnam.
Electronic Contracts and Payments
Vietnam recognizes electronic transactions and electronic contracts when statutory requirements concerning accessibility, integrity and attribution are satisfied.
Businesses should preserve reliable records of:
- the terms presented to customers;
- the customer’s acceptance;
- order confirmations;
- amendments or cancellations;
- electronic invoices;
- payments and refunds; and
- communications concerning complaints or disputes.
If an operator provides payment or intermediary payment services rather than merely accepting payment for its own goods, separate licensing and financial-regulatory requirements may apply. Using a properly licensed payment service provider is generally safer than creating an unlicensed payment function.
Practical Compliance Checklist
Before launching or expanding an e-commerce business in Vietnam, foreign businesses should:
- Map the complete operating model, including sellers, platforms, payment providers, importers and fulfillment partners.
- Confirm whether a Vietnamese entity is necessary or commercially preferable.
- Verify foreign-investment and business-line conditions.
- Classify each website, application and social-commerce channel.
- Complete applicable platform notification, registration or licensing procedures.
- Review trading, retail, import and product-specific approvals.
- Establish VAT, corporate tax, withholding and customs processes.
- Implement compliant electronic invoicing and accounting systems.
- Publish accurate seller, product, pricing, delivery and refund information.
- Create operational complaint and product-recall procedures.
- Review livestream, influencer and affiliate-marketing arrangements.
- Map personal-data flows and cross-border transfers.
- Ensure full protection for brand marks, copyrighted works, and related intellectual property assets.
- Maintain transaction, tax, consent and compliance records.
- Monitor legislative and platform-policy developments.
Common Compliance Mistakes
Foreign businesses frequently encounter problems when they:
- rely on the former Decree No. 52 framework without reviewing the 2025 E-Commerce Law;
- assume a marketplace handles all seller obligations;
- launch third-party platform functions under a direct-sales registration;
- establish a company without registering the required business activities;
- advertise products before completing sector-specific approvals;
- use overseas privacy policies that do not address Vietnamese law;
- apply the temporary 8% VAT rate without verifying product eligibility;
- apply a standardized tax treatment to all foreign-sourced revenue streams.;
- collect customer data for undefined future purposes; or
- fail to retain evidence of customer consent, orders, refunds and complaints.
How Premia TNC Can Support Foreign E Commerce Businesses
Premia TNC supports foreign investors with the establishment and ongoing administration of Vietnamese operations, including:
- market-entry and entity-structure planning;
- foreign-invested company incorporation;
- investment and enterprise registration;
- business-line and licensing reviews;
- accounting and tax compliance;
- electronic invoicing support;
- payroll and employment administration; and
- coordination of ongoing corporate compliance.
Because e-commerce obligations depend heavily on the operating model, businesses should complete a legal and tax review before launching a platform, opening an online store or beginning targeted sales to Vietnamese consumers.
Frequently Asked Questions
Does a foreign company need a Vietnamese entity to sell online in Vietnam?
Not in every case. Some businesses may sell cross-border without incorporating locally. However, platform registration, tax, customs, consumer-protection or representative requirements may still apply. A local entity is generally required when the business intends to maintain local operations, employees, inventory, direct import activities or regulated platform functions.
Must every e commerce website register with the Ministry of Industry and Trade?
The applicable procedure depends on the website or platform’s classification and functions. Direct-selling platforms and platforms facilitating third-party transactions may be subject to different notification, registration or licensing requirements. Social-commerce and integrated-platform features should also be reviewed separately.
Are foreign online sellers subject to Vietnamese tax without a permanent establishment?
Potentially, yes. Vietnam’s tax rules can apply to overseas suppliers earning revenue from Vietnamese customers even without a conventional permanent establishment. The collection mechanism may involve direct foreign-supplier registration, withholding, a platform mechanism or customs procedures.
Is Vietnam’s VAT rate always 8% for online sales?
No. The temporary 8% rate applies only to qualifying goods and services that would otherwise be subject to 10% VAT and is scheduled to end on December 31, 2026. Exempt industries and other VAT classifications continue to be governed by their existing tax regimes.
Does using a marketplace transfer consumer responsibility to the platform?
No. The platform has its own statutory responsibilities, but sellers remain accountable for matters such as product legality, authenticity, descriptions, advertising claims, labeling, order fulfillment and applicable taxes.
May an overseas company apply its international data privacy framework directly to the Vietnamese market??
A global policy may serve as a starting point, but it must be reviewed against Vietnam’s personal-data, cybersecurity and consumer-protection requirements. Actual data collection, consent, retention, sharing and cross-border transfer practices must also match the published policy.
What is the most important first compliance step?
Map the business model. Identify who sells the product, who operates the platform, who imports the goods, who receives payment and who processes customer data. These facts determine the required entity structure, registrations, taxes and operational controls.
