Vietnam E-Commerce Legal Policies: What You Need to Know

What do businesses need to know about Vietnam’s e-commerce legal policies? 

Vietnam’s e-commerce rules require businesses to be transparent with consumers, register or notify relevant e-commerce activities where required, verify sellers on platforms, comply with consumer protection and data protection duties, and monitor cross-border obligations. Foreign platform operators should assess whether their Vietnamese domain, language, or transaction volume brings them within Vietnam’s regulatory scope. 

Introduction

Navigating the dynamic landscape of Vietnam’s e-commerce sector requires a keen understanding of the country’s legal framework. As e-commerce continues to expand rapidly in Vietnam, businesses must stay informed about the relevant legal policies to ensure compliance and protect their operations. Key areas of focus include regulations on online transactions, data protection, consumer rights, and digital advertising standards. By getting a better grip on the Vietnamese e-commerce legal policies, companies can effectively manage risks and capitalize on the burgeoning opportunities in this vibrant market. 

The Updated Regulations 

Under new regulations, online sellers must provide clear and accurate information about their goods or services to help customers identify product characteristics and avoid misunderstandings before entering into a contract. This information must include mandatory label contents as per goods labeling laws, excluding specific details like manufacturing date, expiration date, and production number. 

For goods and services requiring investment and business conditions, sellers must disclose the license or certificate of eligibility, including its number, date, and place of issuance, as stipulated by industry-specific business condition laws. 

In practice, businesses should treat product description, seller identity, pricing, licensing, warranty, delivery, return, complaint-handling, and personal data notices as core compliance items. E-commerce operators should also retain transaction information in accordance with accounting, tax, consumer protection, cybersecurity, and personal data protection requirements where applicable. Decree 85/2021 expressly refers to transaction record retention, tax obligations, consumer protection, and cooperation with authorities for prohibited goods and services.

Foreign Entities and Cross-Border Activities 

In practice, businesses should treat product description, seller identity, pricing, licensing, warranty, delivery, return, complaint-handling, and personal data notices as core compliance items. E-commerce operators should also retain transaction information in accordance with accounting, tax, consumer protection, cybersecurity, and personal data protection requirements where applicable. Decree 85/2021 expressly refers to transaction record retention, tax obligations, consumer protection, and cooperation with authorities for prohibited goods and services.

Decree 85/2021/ND-CP outlines various operational forms for e-commerce trading platforms in Vietnam. These include websites that allow participants to open booths for displaying goods or services, websites enabling account creation for contract execution with customers, websites featuring sections for buying and selling goods or services, and social networks facilitating such activities, where participants may directly or indirectly pay fees.

Entities Subject to Registration  

Decree 85/2021 introduces a new definition for e-commerce services and specifies that providers of these services do not include traders or entities solely offering website design services. It further clarifies that these excluded entities do not directly engage in the business, operation, or coordination of activities on such websites. This decree aims to outline the scope of e-commerce service providers more clearly, ensuring a better understanding of their roles and responsibilities within the digital marketplace. 

Businesses should distinguish between a sales e-commerce website and a website providing e-commerce services. A sales e-commerce website with an online ordering function may be subject to notification to the Ministry of Industry and Trade, while an e-commerce service website, such as an online marketplace or trading floor, may be subject to registration. This distinction is important because registration typically requires more detailed platform governance, seller management, and consumer protection procedures.

The Bigger Picture  

Decree 85/2021 broadened the practical scope of Vietnam’s e-commerce regime by clarifying the role of e-commerce service providers and extending specific rules to foreign traders and organizations that set up websites providing e-commerce services in Vietnam. Rather than treating e-commerce only as domestic website operation, the updated framework captures cross-border service models where Vietnamese consumers, Vietnamese-language interfaces, Vietnamese domains, or significant Vietnam-originated transaction volumes are involved. Foreign entities are subject to the decree if they operate an e-commerce service website under a Vietnamese domain name, display content in Vietnamese, or have more than 100,000 transactions originating from Vietnam annually. Transaction volume may be determined through voluntary reports from the entity, official statistical reports from competent Vietnamese authorities such as customs, internet, banking, and tax authorities, or other sources verified by competent authorities. Additionally, foreign entities selling goods on Vietnamese e-commerce platforms fall under specific responsibilities for foreign sellers and platform operators.

Practical Compliance Checklist for E-Commerce Businesses 

Businesses operating in or selling into Vietnam should regularly check whether their model triggers notification, registration, consumer protection, data protection, tax, or cross-border obligations. A practical compliance review should cover: 

1. Whether the website or application is a sales website, e-commerce service platform, social commerce channel, or intermediary digital platform.  
2. Whether the business must notify or register with the Ministry of Industry and Trade.  
3. Whether foreign sellers are verified and whether import, customs, tax, and complaint-handling responsibilities are clearly allocated.  
4. Whether consumer-facing information is complete, including product details, seller details, price, payment, delivery, return, warranty, and complaint procedures.  
5. Whether personal data processing notices, consent mechanisms, data retention rules, and cross-border transfer controls comply with Decree 356/2025/ND-CP. 

Regulating Operations Conducted by Foreign Entities

Operating e-commerce service websites in Vietnam as a foreign trader or organization may require registration of e-commerce activities and either the establishment of a representative office in Vietnam or appointment of an authorized representative in Vietnam. This is a significant change introduced by Decree 85/2021 compared with the earlier Decree 52/2013 framework. Decree 85/2021 has been effective since 1 January 2022, and businesses that fall within its scope should assess compliance based on current operations rather than relying on the earlier transitional deadline. 

Foreign traders and organizations selling goods on Vietnamese e-commerce trading floors must comply with the platform’s operating regulations. Vietnamese e-commerce trading floor service providers must authenticate the identity of foreign traders or organizations selling on their platforms and address relevant import, export, customs, consumer complaint, and tax-related responsibilities in accordance with applicable law. 

Rules Essential for Access   

Decree 85/2021 outlines conditions for foreign investors in Vietnam’s e-commerce sector. Foreign investors must establish a new company or invest in an existing one in Vietnam to engage in e-commerce services. Other forms of investment, like contracts or projects, without a physical presence in Vietnam are not allowed. Additionally, if a foreign investor controls one or more enterprises included in the list of five leading e-commerce enterprises in Vietnam announced by the Ministry of Industry and Trade, the investment may be subject to a national security assessment by the Ministry of Public Security. The list is determined based on criteria such as total visits, number of sellers, total transactions, and total transaction value.

The criteria for control include owning more than 50% of the enterprise’s capital or voting shares, having authority to appoint or remove key management, and influencing significant business decisions such as technology platforms, business operations, and financial strategies. This regulatory framework aims to manage foreign participation in Vietnam’s e-commerce sector, ensuring compliance with national security protocols and fostering structured investment practices in the country. 

Consumer Protection Law 

Vietnam’s Consumer Rights Law 2023 marks a significant expansion in regulatory scope and took effect on 1 July 2024. It covers consumer transactions conducted through electronic means and remote transactions where consumers cannot directly inspect goods or services before entering into the transaction. Businesses engaging in remote transactions must provide comprehensive and accurate information to consumers, including clarity on transaction terms, consumer rights, and complaint procedures.

The Consumer Rights Law 2023 also introduces new responsibilities for organizations and individuals that establish or operate digital platforms, including self-established platforms and intermediary digital platforms. Responsibilities vary by platform type and scale. Intermediary platforms may be required to store transaction information, provide access to transaction-related documents, and manage content or information that affects consumers. Large digital platforms face additional obligations under Decree 55/2024, including reporting duties and information provision to consumer protection authorities when requested. 

Decree 55/2024 clarifies that large digital platforms include digital platforms for electronic transactions established and operated to serve business activities in cyberspace that either have at least 3,000,000 active user accounts annually in Vietnam or are classified as large-scale or very large-scale intermediary digital platforms under electronic transaction laws.  

These updates reflect Vietnam’s proactive stance in adapting consumer protection laws to the digital age, aiming to safeguard consumer rights across diverse online transactions. Businesses should also note that traders violating consumer protection rules in cyberspace may be publicly disclosed on mass media and on official portals for a defined period under Decree 55/2024. 

E-Transactions Law 

The Law on E-Transactions 2023 regulates transactions implemented by electronic means and took effect on 1 July 2024, replacing the 2005 Law on E-Transactions except for transitional cases. The law confirms that information in a data message cannot be denied legal value solely because it is expressed electronically, and it introduces updated concepts for electronic data, electronic certificates, electronic signatures, and digital platforms serving e-transactions.

Administrators of information systems and digital platforms serving e-transactions, including platforms relevant to e-commerce activity, must comply with laws on network information security, cybersecurity, personal data protection, and other relevant regulations. Large and very large intermediary digital platforms have additional responsibilities, including publishing mechanisms for handling illegal content or violations arising in e-transactions and reporting relevant incidents to competent authorities.

Government guidance is no longer merely forthcoming. Decree 137/2024/ND-CP, issued on 23 October 2024, provides rules on e-transactions of state agencies and information systems serving e-transactions, including responsibilities of administrators of large-scale and very large-scale intermediary digital platforms serving e-transactions and cyber trust criteria for information systems.

Personal Data Protection Considerations  

E-commerce businesses should also consider Vietnam’s personal data protection regime under Decree 356/2025. Online platforms commonly collect names, phone numbers, addresses, payment details, purchase histories, behavioral data, and complaint records. These data sets can trigger obligations relating to lawful processing, consent, notice, data subject rights, security measures, retention periods, and incident response. 

For cross-border platforms, personal data compliance should be reviewed alongside e-commerce registration, consumer protection, advertising, and tax obligations. A practical approach is to map what data is collected, why it is collected, where it is stored, who receives it, and how long it is retained. 

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