LEGAL UPDATE No. 01/2026
15 June 2026
On 1 July 2026, the Law on E-Commerce 2025 (Law No. 122/2025/QH15, the “E-Commerce Law“) will take effect. A draft implementing decree, which had not been finalised as of the date of publication, is expected to introduce further detailed requirements applicable to foreign platforms serving Vietnamese consumers.
These requirements do not apply only to platforms with a formal presence in Vietnam. A foreign platform can fall within scope based on how it presents itself or how actively Vietnamese consumers use it – regardless of whether its operator has ever taken a deliberate step toward the Vietnamese market.
This update sets out who is caught, what each category of foreign platform must do, and what foreign investors in the sector need to know.
1. Three conditions that bring a foreign platform within scope
Under the E-Commerce Law and the current draft implementing decree, a foreign platform may fall within scope where any one of the following conditions is met: the platform offers a Vietnamese-language interface; the platform uses a “.vn” domain; or the platform reaches 100,000 transactions with Vietnamese buyers within a calendar year, in which case registration must be completed within 60 days of crossing that threshold.
The Vietnamese-language interface trigger is the most immediately significant of the three. A platform that has localised its product into Vietnamese – whether to serve the diaspora market or as part of a broader Southeast Asia rollout – is within scope from the moment that interface is available, without needing to reach any transaction volume first. Foreign operators who have treated Vietnam as an incidental market rather than a targeted one should reassess that position.
2. What a foreign platform must do depends on its model and its functions
The E-Commerce Law does not impose a single compliance pathway on all foreign platforms. The obligations that apply depend on which of the four platform categories the operator falls into and whether its platform carries an online ordering function. The structure is as follows:
(i) Foreign direct business platforms with online ordering functionality – that is, foreign operators selling their own goods or services directly to Vietnamese consumers – must designate a legal entity in Vietnam as their authorised representative before commencing operations. That entity acts on the operator’s behalf in all dealings with Vietnamese authorities.
(ii) Foreign intermediary platforms, social commerce networks, and integrated platforms that do not carry an online ordering function must designate an authorised representative in Vietnam. That representative must be a Vietnamese national, must hold a formal letter of authorisation specifying the scope of their mandate, and must be empowered to carry out legal procedures with Vietnamese regulatory authorities on the platform’s behalf.
(iii) Foreign intermediary platforms, social commerce networks, and integrated platforms that do carry an online ordering function face the strictest requirement: they must establish a legal entity in Vietnam before operating. That entity must have a Vietnamese national in charge of its e-commerce operations, maintain technical infrastructure certified to minimum cybersecurity standards, and have a fully operational consumer complaint handling system in place before registration is confirmed.
(iv) Where Vietnam’s international treaty obligations prevent mandatory local entity establishment, the foreign platform may instead designate an authorised local legal entity and maintain a cash deposit of at least VND 20 billion at a Vietnamese commercial bank or a licensed foreign bank branch operating in Vietnam. That deposit is not a one-time cost: it must be maintained for the entire duration of the platform’s operation in Vietnam, may only be withdrawn with written approval from the Ministry of Industry and Trade, and is ring-fenced specifically to cover consumer compensation awards, administrative fines, and outstanding tax obligations. If the balance falls below VND 20 billion following a deduction, the platform has 30 days to restore it – failing which the Ministry initiates deregistration proceedings.
3. Registration with the Ministry of Industry and Trade is mandatory before operations begin
Under the E-Commerce Law and the current draft implementing decree, foreign platforms falling within scope are required to register with the Ministry of Industry and Trade before commencing operations. The registration dossier must include an operating plan describing the platform’s model, functions, and key processes; a platform governance rulebook covering the rights and obligations of all participants; a livestream conduct policy where the platform supports that function; sample seller contract templates; documentation of the designated local representative or entity; and, for platforms on the deposit track, bank confirmation of the deposited amount.
Registration is processed online through the National Public Service Portal. Under the draft implementing decree, foreign direct business platforms can expect confirmation within five working days; intermediary, social commerce, and integrated platforms within seven working days. A platform that has not received confirmation must not begin operating in Vietnam.
Under the current draft implementing decree, foreign platforms already operating in Vietnam before 1 July 2026 under the legacy framework have until 1 July 2027 to complete re-registration under the new framework, and must satisfy the deposit requirement within that period where applicable.
4. The authorised local entity carries specific, time-bound obligations
Foreign platforms that establish or designate a local entity should not treat that arrangement as a passive administrative requirement. The E-Commerce Law assigns that entity direct operational responsibility. It must review and remove non-compliant product listings within 24 hours of receiving a regulatory instruction. It must cooperate in dispute resolution processes and investigations, and handle consumer complaints from Vietnamese buyers regarding foreign sellers on the platform. Where defective goods are identified, it must coordinate the product recall with the foreign operator, publicly disclose the recall notice, and directly notify affected buyers.
These obligations mean the authorisation document between the foreign platform and its local entity needs to be drafted with precision. A broad letter of authorisation that does not specifically address these responsibilities – with reference to the relevant provisions of the E-Commerce Law – creates gaps that become visible precisely when a regulatory incident is in progress.
5. Foreign investment in platform operation: a conditional sector with a security review layer
The E-Commerce Law confirms that managing and operating intermediary e-commerce platforms, social commerce networks, and integrated platforms is a conditional market access sector for foreign investors. This is consistent with the Law on Investment 2025 (Law No. 143/2025/QH15), which formally lists these activities in its conditional business lines appendix – meaning any investment into this sector must satisfy prescribed statutory conditions before it can proceed. The specific conditions applicable to foreign investors in this sector – including any ownership caps, permitted investment forms, and scope of permitted activities – are published on the National Investment Information Portal and are subject to periodic revision. Foreign investors should verify the current position there before structuring any acquisition or investment in a Vietnamese e-commerce platform operator.
The current draft implementing decree defines foreign investor control broadly for this purpose: it covers holding more than 50% of charter capital or voting shares, as well as the practical ability to appoint or remove management or to determine key business decisions, including technology platform choice, business scope, and capital structure. This aligns with the threshold established under Article 20(1) of the Law on Investment 2025, under which a Vietnamese entity crosses into foreign investor treatment – and must comply with the corresponding investment conditions and procedures – once foreign ownership exceeds 50% of charter capital.
Where a foreign investor acquires or restructures into a controlling position in a Vietnamese platform operator, an additional security review step applies: the competent authority must obtain a written opinion from the Ministry of Public Security on national security grounds before issuing or amending any business licence. Under Decree No. 96/2026/NĐ-CP, that opinion must be provided within 20 working days of the request and runs separately from the standard licence processing timeline – meaning the total approval period for a change-of-control transaction in this sector will be longer than in most others.
Foreign investors considering acquisitions of Vietnamese platform operators, or restructuring existing holdings to take a controlling position, should factor both the conditional sector conditions and the security review step into their transaction timeline and disclosure planning from the outset.
Our Observations
The E-Commerce Law significantly expands the regulatory framework applicable to foreign e-commerce platforms serving the Vietnamese market. Foreign platform operators should assess whether their activities fall within scope and prepare for any applicable registration, representative appointment, or local establishment requirements.
Foreign investors considering acquisitions or investments in Vietnamese e-commerce platform operators should also take into account the sector’s conditional market access status and any applicable regulatory approval requirements when planning transaction timelines and structures.
Disclaimer
This Legal Update is provided for general informational purposes only and does not constitute legal advice. Certain matters discussed in this update are based on the draft implementing decree to the Law on E-Commerce 2025, which had not been finalised as of the date of publication and may be subject to change when formally issued. Readers should verify the current legal position before relying on any information contained herein. Specific legal advice should be sought for particular circumstances.
Contact
Le Nguyen Huy Thuy
Managing Partner
VIETRIDGE COUNSEL
