Currently, e-commerce activities in Vietnam are primarily regulated by Decree No. 52/2013/ND-CP dated 16 May 2013, on E-commerce (as amended from time to time) (“Decree 52”). However, as from 1 July 2026, Law No. 122/2025/QH15 on E-commerce, passed by the 15th Legislature of National Assembly on 10 December 2025, will take effect (“E-commerce Law”), marking the first time Vietnam has a separate law comprehensively regulating the field of e-commerce.
Within the scope of this article, we would like to introduce some notable contents of the E-commerce Law related to foreign investment in this field and foreign e-commerce platforms operating in Vietnam.
1. Scope of Application:
Regarding the scope of application, the E-commerce Law has a broad scope, encompassing several e-commerce activities in areas already regulated by specialized laws, such as financial services, banking, credit, insurance, lottery; buying and selling, and exchanging money, gold, foreign exchange and other means of payment; betting services or games with prizes; distribution and publishing services of digital information content products, broadcasting and television services; which were previously excluded by Decree 52.
According to the E-commerce Law, e-commerce activity is defined as “a commercial activity conducted partially or entirely in an electronic environment”. Thus, compared to Decree 52, e-commerce activities are regulated in a more comprehensive way regarding technological platforms, and are not limited to specific technical infrastructure, such as the Internet, mobile telecommunications networks or other open networks.
Furthermore, the E-commerce Law also introduces, for the first time, a system of new concepts to reflect the evolving e-commerce business models in practice, including: E-commerce platform; Business-to-consumer e-commerce platform; Intermediary e-commerce platform; Social media platform engaged in e-commerce ; Integrated e-commerce platform; E-commerce platform manager; Online ordering function (OP); Online communication function; Livestream sales; Livestream sales presenters; Affiliate marketing services in e-commerce; Organizations and individuals providing affiliate marketing services in e-commerce; Affiliate marketers in e-commerce; etc..
2. Foreign Investment Activities in the E-commerce Sector:
Similar to the approach of Investment Law 2025, the E-commerce Law defines the management and operation of intermediary e-commerce platforms, social media platforms engaged in e-commerce, and integrated e-commerce platforms as a sector where market access is conditional for foreign investors, falling on the List of sectors with conditional market access as stipulated by investment laws. The Government will specify the detailed conditions for market access applicable to foreign investors.
3. Management and Operation of Foreign E-commerce Platforms:
Compared to Decree 52, the E-commerce Law provides more comprehensive regulations on the management and operation of foreign e-commerce platforms operating in Vietnam (defined as “foreign e-commerce platforms of which managers are foreign organizations lawfully operating in accordance with foreign laws and having a mechanism allowing the selection of Vietnamese as the display language, or using the national domain name of Vietnam “.vn”, or reaching a transaction threshold with buyers in Vietnam, excluding business-to-consumer e-commerce platform without an online ordering function”). Accordingly, the managing entity of a foreign e-commerce platform operating in Vietnam must register with the competent State agency.
In addition, depending on the operational features of the e-commerce platform, each platform manager must fulfill the following requirements:
(a) The manager of a foreign business-to-consumer e-commerce platform with online ordering function must designate a legal entity in Vietnam under authorization before the platform selects Vietnamese as the display language or uses a Vietnamese national domain name “.vn”, or after reaching the transaction threshold with buyers in Vietnam, unless otherwise stipulated by law.
(b) The manager of an intermediary e-commerce platform without online ordering function or a social media platform engaged in e-commerce without online ordering function must designate an authorized representative in Vietnam before the platform selects Vietnamese as the display language or uses a Vietnamese national domain name “.vn”, and meet the conditions for managing and operating the e-commerce platform.
(c) The manager of an intermediary e-commerce platform with online ordering function or a social media platform engaged in e-commerce with online ordering function or an integrated e-commerce platform must establish a legal entity in Vietnam before the platform selects Vietnamese as the display language or uses a Vietnamese national domain name “.vn”, or after reaching the transaction threshold with buyers in Vietnam. In cases where an international treaty to which Vietnam is a party contains a commitment not to require the establishment of a legal entity, then the establishment of a legal entity is not required, but the following must be satisfied: (i) Designation of a legal entity in Vietnam under authorization; (ii) Deposit of funds at a commercial bank in Vietnam or a foreign bank’s branch in Vietnam to compensate consumers for damages and fulfill financial obligations to the State of Vietnam; (iii) Conditions for the management and operation of the e-commerce platform.
The Government will specify in detail the transaction thresholds with buyers in Vietnam; the conditions for managing and operating e-commerce platforms; the deposit requirements; the authority, procedures, and processes for registering, amending, supplementing, and terminating the registration of foreign e-commerce platforms operating in Vietnam.
4. Responsibilities of the authorized representative in Vietnam of the manager of a foreign e-commerce platform operating in Vietnam:
The authorized representative in Vietnam of the manager of an intermediary e-commerce platform without online ordering function or a social media platform engaged in e-commerce without online ordering function shall perform the following responsibilities: (a) Being authorized to carry out legal procedures regarding e-commerce activities with the competent State agencies; (b) Complying with the requirements of the competent State agencies to resolve disputes and complaints, investigate, and handle violations of the laws; (c) Submitting periodic online reports through the E-commerce activity management system or as required by the competent state agencies.
For legal entities authorized in Vietnam by the managers of business-to-consumer e-commerce platforms with online ordering function or of intermediary e-commerce platforms with online ordering function or of social media platforms engaged in e-commerce with online ordering function that are not required to establish a legal entity in Vietnam according to the provisions of international treaties to which Vietnam is a member; and the managers of integrated e-commerce platforms, they should note the following requirements:
(a) They must be authorized to perform the following responsibilities: (i) Carrying out legal procedures regarding e-commerce activities with the competent State agencies; (ii) Conducting inspections, monitoring, and promptly dealing with violations of the laws upon detection or receipt of reports; removing information about goods and services that violate the laws from the time of receiving a request from a competent State agency as prescribed by the Government; (iii) Coordinating in resolving complaints, requests, and grievances regarding goods and services from buyers in Vietnam; (iv) Receiving information and coordinating the handling of goods supplied by sellers that do not conform to the content announced, published, listed, advertised, introduced, concluded, and committed on the platform; (v) In case of discovering goods with defects as prescribed by the laws on protection of consumers’ rights, requesting the platform manager to publicly disclose information on the platform, directly notify the buyer thereof, and coordinating the recall of goods. The determination of responsibility, handling of goods with defects, and compensation for damages shall be carried out in accordance with the provisions of civil laws and laws on protection of consumer’s rights; (vi) Fulfilling the responsibilities of the platform manager as stipulated in the E-commerce Law, the provisions of laws on data, cybersecurity, products and goods’ quality, advertising, protection of consumers’ rights; and provisions of other relevant laws. In addition, the legal entity authorized in Vietnam by the manager of an integrated e-commerce platform must also be authorized to perform the following additional responsibilities: (i) Implementing compliance measures regarding cross-border data transfer and processing as well as personal data protection as prescribed by law; (ii) Fulfilling responsibilities as prescribed by the laws on data, cybersecurity; and provisions of other relevant laws; and
(b) Fulfilling the following responsibilities with the competent State agencies: (i) Complying with requests from the competent State agencies to resolve disputes and complaints, investigate, and handle violations of the laws; (ii) Submitting periodic online reports through the E-commerce activity management system or as requested by the competent State agencies.
5. Information Disclosure:
According to the E-commerce Law, e-commerce platforms must:
(a) publicly disclose basic information about the operating conditions on the e-commerce platform, including: (i) Information about the platform’s manager; (ii) Privacy policy; (iii) Rights and obligations of the parties; (iv) Methods for receiving and resolving feedback, requests, and complaints; to be displayed in a prominent location on the platform, in Vietnamese, easily understandable, not misleading, not violating any legal prohibitions, not contrary to social ethics, ensuring equality between parties, complying with the provisions of civil, commercial, advertising, competition, consumer protection laws and other relevant laws; and
(b) have a mechanism for users to express their consent to the above-mentioned information before opening an account on the e-commerce platform.
In addition:
(a) E-commerce platforms with online ordering function must also ensure:
(i) publicly disclosing on the e-commerce platform general information applicable to goods and services, including policies on: (A) pricing, (B) delivery/service provision methods, (C) returns/service termination, and (D) refunds;
(ii) clearly, fully, and accurately displaying to all parties involved the content of the contractual agreement;
(iii) having a mechanism allowing buyers to express their agreement to the terms and conditions of the transaction before placing an order, including: (A) goods/services, (B) delivery/service provision methods and timeframes, (C) applicable promotional offers, (D) value of goods/services; taxes; shipping costs and other costs; (E) payment methods;
(iv) having a mechanism that allows the buyer to review and modify specific terms and conditions of the transaction.
(b) E-commerce platforms that integrate an automated electronic contract signing system must display specific terms and conditions of the transaction before contract signing. The platform manager is responsible for the technical conditions, ensuring that the execution, implementation and termination of automated contracts are conducted transparently, securely, traceably, and securely.
After placing an order, the aforementioned details must be displayed and accessible from the buyer’s account.