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| Leaders of Chu ward, Bac Ninh province, together with digital content creators, take part in a livestream to promote and sell lychees directly from the orchard__Photo: VNA |
The E-Commerce Law, passed by the National Assembly on December 10, 2025, and effective on July 1, 2026, covers e-commerce development policies, the operation of e-commerce platforms, the responsibilities of organisations and individuals involved in e-commerce, e-commerce support services, and the use of technology in regulatory oversight and enforcement.
The law also introduces a dedicated framework for e-commerce involving foreign elements, with Chapter IV devoted entirely to such activities.
Clearer classification of foreign platforms
The law introduces clearer criteria for determining when a foreign e-commerce platform is considered to be operating in Vietnam. Rather than focusing primarily on the location of its servers, the assessment now takes into account the platform’s level of participation in the Vietnamese market and the extent to which it targets Vietnamese consumers.
Accordingly, a foreign e-commerce platform is considered to be operating in Vietnam if it is managed by a foreign organisation, operates lawfully overseas and either offers Vietnamese as a display language, uses Vietnam’s “.vn” country-code domain name, or reaches the prescribed transaction threshold with buyers in Vietnam. The transaction threshold criterion does not apply to direct-selling platforms that do not provide an online ordering function.
For foreign intermediary e-commerce platforms, social media platforms engaged in e-commerce and integrated e-commerce platforms with online ordering functions, the law goes further by requiring their operators to establish a legal entity in Vietnam before offering a Vietnamese-language interface or using a “.vn” domain name, or after reaching the prescribed transaction threshold with buyers in Vietnam. This requirement does not apply where Vietnamese law or a treaty to which Vietnam is a party otherwise provides.
Where an applicable treaty does not permit Vietnam to require a foreign platform operator to establish a legal entity in the country, the operator may instead appoint an authorised legal entity in Vietnam, lodge a security deposit with a Vietnamese bank to secure consumer compensation and the fulfilment of financial obligations towards the State, and comply with the required conditions for managing and operating an e-commerce platform.
Taken together, these provisions are intended to ensure that foreign platforms operating in the Vietnamese market have a clearly identifiable and legally accountable presence, facilitating more effective regulatory oversight and enforcement.
Greater responsibility for overseas sellers
The law places greater responsibility on e-commerce platforms for transactions involving overseas sellers. Representatives of foreign e-commerce platforms are required to receive and resolve complaints and disputes raised by Vietnamese buyers involving foreign sellers, while foreign sellers themselves are subject to obligations like those imposed on domestic sellers. These requirements aim to strengthen consumer protection in cross-border transactions.
The law also tightens seller verification and controls over goods sold across borders. Overseas sellers must complete electronic identity verification using legally valid documents, while platforms are required to take measures to prevent the sale of counterfeit or smuggled goods and products that infringe intellectual property rights. They must also handle goods in accordance with their commitments.
Cross-border transaction data is also subject to stricter transparency and retention requirements. Goods-related information must be retained for at least one year, while contract and transaction data must be kept for at least three years, enabling sellers to access and download their contract data, and requiring connection to and submission of reports through the National E-Commerce Management System.
The law, for the first time, brings emerging business models such as livestream selling and affiliate marketing within the regulatory framework, applying the new rules to both domestic and cross-border activities. Those involved must carry out identity verification, retain audio and video recordings for at least one year, suspend broadcasts or remove content when violations are detected, and provide information at the request of competent authorities.
Market access conditions for foreign investors
Article 40 of the law sets out market access conditions for foreign investors seeking to invest in the management and operation of intermediary e-commerce platforms, social media platforms engaged in e-commerce, or integrated e-commerce platforms in Vietnam.
Foreign investors may enter the market by establishing an economic organisation or by contributing capital, purchasing shares or acquiring capital contributions in accordance with the Law on Investment. Where a foreign investor exercises control over an organisation operating such a platform, and that platform is classified as a large digital platform under the law on consumer protection, the investment is subject to a national security-related appraisal by the Ministry of Public Security.
Under the law, a foreign investor is considered to exercise control over a platform operator if any of the following circumstances applies: (i) the investor owns more than 50 per cent of the organisation’s charter capital or more than 50 per cent of its voting shares; (ii) the investor directly or indirectly decides on the appointment, relief from duty or removal from office of a majority or all of members of the board of directors, the chairperson of the members’ council, or the chief executive officer; or (iii) the investor has the power to decide important matters relating to the organisation’s business operations. These matters also include the choice of technological platform and business structure; business lines, operating locations and business models; adjustments to the scale and scope of operations; and the methods of raising, allocating and using the organisation’s business capital.
A foundation for sustainable growth
Vietnam’s e-commerce market continued to expand rapidly in 2025. According to the Ministry of Industry and Trade, the sector was among the fastest-growing areas of the economy, with growth expected to exceed 25 per cent. The market reached an estimated USD 31 billion, accounting for around 10 per cent of the country’s total retail sales of goods and consumer services.
Vietnam also remained among the world’s 10 fastest-growing e-commerce markets and ranked third in ASEAN by market size, behind Indonesia and Thailand.
Against this backdrop, the 2026-30 period is seen as a crucial stage in Vietnam’s ambition to become a regional hub for e-commerce exports. Reaching that goal will require not only stronger digital platforms and infrastructure, but also a clear and effective regulatory framework capable of keeping pace with the market’s rapid development.
The law is an important step in that direction. By establishing a more unified and comprehensive legal framework, including clearer rules for activities involving foreign elements, the law is expected to strengthen consumer protection, improve regulatory oversight and create a more transparent and fair business environment for legitimate enterprises and lawfully traded goods, thereby supporting the sustainable development of Vietnam’s digital economy.- (VLLF)
