New Legal Framework for Foreign Investors in Vietnam's E-Commerce Sector

The rapid growth of the digital economy is creating substantial opportunities for foreign investors to enter Vietnam's e-commerce market. Unlike conventional business activities, however, an e-commerce project may simultaneously fall under the scope of investment law, enterprise law, e-commerce regulations, goods distribution law, tax law, consumer protection law, data protection law, and cybersecurity law. Correctly identifying the business model and investment structure from the outset is therefore decisive for a project's feasibility and its overall level of legal compliance.

Notably, as of July 1, 2026, the Law on E-Commerce No. 122/2025/QH15 and Decree No. 248/2026/ND-CP, which details a number of the Law's provisions, have officially taken effect, establishing a new and more unified legal framework for business activities conducted in the digital environment.

Correctly Identifying the Business Model Is the First Step

The concept of "investing in e-commerce" can encompass a wide range of business models. An investor may establish an enterprise to sell goods directly through its own website or application, build and operate a marketplace platform for third-party sellers, provide a platform that connects buyers and sellers, develop a social network with integrated e-commerce functionality, or offer supporting services such as advertising, affiliate marketing, technology, and digital solutions.

These differences in business model translate into substantial differences in market access conditions, investment procedures, licensing or specialized approval requirements, and operational obligations. The investment sector should therefore not be defined merely by the label "e-commerce," but by analyzing the substance of each activity, the parties involved, the sources of revenue, and how the platform actually operates.

A particularly important distinction is between an enterprise that sells goods directly through electronic channels and an enterprise that provides e-commerce services to sellers or buyers. In the latter case, the legal requirements imposed on the platform operator are generally more stringent, since the enterprise is not merely conducting its own transactions but is also organizing, coordinating, and managing the activities of other parties on its platform.

Market Access Conditions for Foreign Investors

E-commerce is a sector in which foreign investors need to pay particular attention to market access conditions. Under the previous legal framework, the provision of e-commerce services was classified as a conditional market access sector for foreign investors. Decree 85/2021/ND-CP, which amended Decree 52/2013/ND-CP, also imposed separate conditions on cases where a foreign investor takes a controlling position in an enterprise providing e-commerce services.

In essence, evaluating an FDI project in this sector requires answering two questions simultaneously: in what form is the investor permitted to enter the market, and does the investment trigger any special control mechanism?

Under the previous mechanism, a foreign investor investing in e-commerce services in Vietnam had to do so through investment forms permitted under investment law, typically by establishing an economic organization or by contributing capital or purchasing shares or capital contributions in a Vietnamese enterprise. Where the investor took a controlling position in an enterprise ranked among the top five leading enterprises in the e-commerce services market, a national security appraisal opinion from the Ministry of Public Security was required.

For cross-border e-commerce service provision without direct investment, Clause 2, Article 67a of Decree 85/2021/ND-CP provided that a foreign trader or organization operating a website that provides e-commerce services into Vietnam (that is, providing services cross-border without establishing a Vietnamese legal entity) must: (i) register its e-commerce activities with the Ministry of Industry and Trade, and (ii) establish a representative office in Vietnam or appoint an authorized representative organization or individual in Vietnam.

As of July 1, 2026, the regulatory mechanism for cross-border e-commerce activities has changed significantly with the entry into effect of the Law on E-Commerce No. 122/2025/QH15 and Decree No. 248/2026/ND-CP, while Decree 52/2013/ND-CP and Decree 85/2021/ND-CP have simultaneously ceased to be effective.

Under the new regulations, the obligations of foreign entities are no longer defined generally under the concept of a "website providing e-commerce services in Vietnam," as under the previous mechanism, but are instead classified by platform type, comprising foreign direct-sales e-commerce platforms, foreign intermediary e-commerce platforms, foreign social networks conducting e-commerce activities, and foreign integrated e-commerce platforms.

• (i) For a foreign direct-sales e-commerce platform with an online ordering function, the platform operator must register with the Ministry of Industry and Trade where the platform offers a Vietnamese-language option, uses the ".vn" national domain, or reaches 100,000 transactions with buyers in Vietnam within a year as prescribed. Where the transaction threshold is reached, registration must be completed within 60 days from the date the threshold is met.

  
  

• (ii) For foreign intermediary e-commerce platforms, foreign social networks conducting e-commerce activities, and foreign integrated e-commerce platforms, the registration obligation arises where the platform offers a Vietnamese-language option or uses the ".vn" national domain. Depending on whether the platform has an online ordering function, the law applies different requirements regarding representation in Vietnam, the e-commerce operation plan, and the mechanism for securing performance of obligations.

Notably, for a foreign intermediary platform or a foreign social network conducting e-commerce activities that does not have an online ordering function, the platform operator must appoint an authorized representative in Vietnam, who may be either an individual residing in Vietnam or a legal entity established under Vietnamese law.

By contrast, for an intermediary platform with an online ordering function, a social network conducting e-commerce activities with an online ordering function, and a foreign integrated e-commerce platform, the platform operator must satisfy more stringent conditions, including appointing a Vietnamese legal entity as its representative, ensuring that the person responsible for e-commerce activities is an individual residing in Vietnam, and maintaining a minimum escrow deposit of VND 20 billion at a commercial bank or a branch of a foreign bank in Vietnam. This escrow deposit must be maintained throughout the platform's period of operation in Vietnam and is used to secure certain obligations toward consumers, state management agencies, and tax obligations as prescribed.

In addition to Vietnamese domestic law, investors from countries that are party to relevant international treaties with Vietnam should also review applicable international market-opening commitments. This is a necessary step to fully determine the scope of market access rights and any restrictions the investor may be required to observe.

Investment Structure and Project Implementation Procedures

Once market access conditions have been determined, the investor must select an appropriate investment structure. In principle, the investor may choose to establish an economic organization in Vietnam or to invest by contributing capital or purchasing shares or capital contributions in an existing enterprise, depending on the transaction structure and applicable conditions.

The choice of investment form has a direct bearing on procedural sequencing, ownership ratios, control rights, governance obligations, and the ability to launch e-commerce operations following the investment. Obtaining investment approval or completing enterprise registration procedures should therefore not be viewed as a stand-alone step, but should be considered within the overall legal structure of the project.

For a project with substantive e-commerce operations, the investment application file must also accurately reflect the substance of the intended activities. Registering a business line that is overly broad or that does not accurately reflect the operating model can create difficulties when carrying out specialized procedures at a later stage

Specialized Obligations Depend on the Type of Platform

One important feature of e-commerce law is that an enterprise's obligations depend on its role within the electronic transaction chain.

An enterprise that uses a website or application to sell directly to consumers is subject to a different set of obligations from an enterprise operating a marketplace platform. Meanwhile, the operators of intermediary platforms, social networks with e-commerce functionality, or platforms providing digital services related to transactions may be required to carry out additional obligations, including verifying seller identities, disclosing information, receiving and handling complaints, retaining transaction data, and cooperating with state management agencies.

The new legal framework in effect since July 1, 2026 further clarifies platform responsibilities, particularly regarding the verification of seller identities and the management of transaction-related information. The Ministry of Industry and Trade has also identified this as one of the focal points of the new Law on E-Commerce, aimed at improving traceability, supporting tax administration, and protecting consumers.

Accordingly, investors need to determine, from the project design stage onward, whether the enterprise will act as a seller, a platform operator, an intermediary service provider, or a technology infrastructure provider. This determination forms the basis for accurately identifying the corresponding legal obligations.

Cross-Border Activities Must Be Distinguished from Investment in Vietnam

One matter that must be kept distinct is the case of a foreign investor that invests in and establishes an enterprise in Vietnam, as opposed to the case of a foreign trader or organization that provides cross-border e-commerce services into Vietnam without making any investment in Vietnam.

These two cases differ in legal nature and should not be subject to the same regulatory mechanism. For the cross-border model, e-commerce law may impose separate requirements on foreign entities whose website or platform provides services to the Vietnamese market. By contrast, where an investor carries out an FDI project in Vietnam, the primary focus is first on market access conditions and investment structure, followed by the conditions under which the Vietnamese enterprise may carry out e-commerce activities.

The 2025 Law on E-Commerce has established a separate mechanism for e-commerce activities involving foreign elements, reflecting an increasingly clear regulatory trend toward foreign platforms and entities operating directly in the Vietnamese market. Determining whether an enterprise has a "presence" in Vietnam or is merely providing cross-border services is therefore of significant importance in identifying its compliance obligations.

The Right to Trade in Goods Is Not the Same as the Right to Provide E-Commerce Services

An e-commerce project may simultaneously involve two layers of activity: the provision of e-commerce services and the buying and selling of goods. If an FDI enterprise merely operates a platform connecting buyers with sellers, the central issue is the conditions for providing e-commerce services. Conversely, if the enterprise directly imports, buys, and sells goods in Vietnam, it must also assess the export rights, import rights, and distribution rights available to foreign-invested enterprises.

Being permitted to invest in the e-commerce sector does not automatically mean that an enterprise has the right to trade in every type of goods in the Vietnamese market. For each product category, it is also necessary to consider specialized business conditions, circulation conditions, labeling, quality, advertising, origin, and other relevant requirements. This is also why it is essential to separate the platform model from the merchant model from the very start of structuring the project's legal framework

Tax, Payments, and Cash Flow Must Be Designed in Parallel with the Legal Structure

An e-commerce project can generate many different types of revenue, such as sales revenue, commission fees, platform fees, advertising fees, product listing fees, logistics fees, or technology service fees. Correctly identifying the nature of each revenue stream is important for tax and accounting purposes.

This is particularly important for the marketplace model, where it must be clarified whether the enterprise is the actual seller of the goods or merely provides an intermediary service. This determination affects how revenue is recognized, invoicing and tax obligations, as well as the enterprise's responsibility for transactions between sellers and buyers.

Where a Vietnamese enterprise has a relationship with a parent company or affiliated companies abroad, it must further review related-party transactions such as technology fees, management fees, marketing fees, royalties, support services, or intercompany loans. In the e-commerce context, this is often a high-risk area, since economic value may be generated by technology platforms, data, brands, and intellectual property located outside Vietnam.

In addition, if the platform is directly involved in collecting, holding, or distributing buyers' money to sellers, a separate assessment of payment law and payment intermediary regulations is required. Not every "collection on behalf of sellers" arrangement or in-platform "wallet" function can simply be treated as an ordinary e-commerce feature.

Data, Technology, and Intellectual Property Become Part of the Investment Structure

For an e-commerce enterprise, the value of a project often lies not only in capital and goods, but also in the technology platform, software, algorithms, databases, brand, and user information. As such, from the investment stage onward, it is necessary to clearly determine the owner of the platform and software, the right to use the brand and other intellectual property, the right to exploit data, where data is stored and processed, cross-border data transfers, personal data protection responsibilities, and security and cybersecurity mechanisms.

The new e-commerce legal framework also strengthens platforms' responsibilities regarding data, seller information, and transactions. The Ministry of Industry and Trade has identified seller verification, information retention, and cooperation with state agencies as important elements of the new regulatory mechanism.

For foreign investors using technology systems or servers located outside Vietnam, the design of the data structure should be carried out together with a review of personal data protection and cybersecurity law, rather than being treated as a separate technical matter.

As of July 1, 2026: The Entire Business Model Must Be Reviewed Under the New Legal Framework

A particularly important point for projects that are already underway or being prepared for investment is that the e-commerce legal framework changed as of July 1, 2026. The Law on E-Commerce No. 122/2025/QH15 took effect on July 1, 2026, and on the same date, Decree 248/2026/ND-CP also took effect to provide detailed regulations on certain provisions of the Law.

The new legal framework strengthens the regulation of e-commerce platforms, sellers, livestream selling activities, affiliate marketing, social networks with integrated e-commerce functionality, and cross-border e-commerce activities. At the same time, obligations regarding seller verification, information disclosure, data retention, and cooperation with regulatory authorities have also been given greater emphasis.

The new legal framework places particular emphasis on the traceability of transaction data. This is a significant change for FDI enterprises that use technology systems, servers, or databases managed centrally overseas. It means that FDI enterprises need to review not only where data is stored, but also questions of retrievability, data integrity, retention periods (ranging from one to three years), access rights, and the ability to provide data when requested by state authorities.

Accordingly, for FDI projects that were prepared on the basis of Decree 52/2013/ND-CP and Decree 85/2021/ND-CP, a legal gap assessment should be carried out to identify what needs to be adjusted in order to comply with the new legal framework.

Conclusion

For foreign investors, entering Vietnam's e-commerce market raises more than the simple question of "whether investment is permitted." It must instead be examined through a closely interconnected chain of issues: business model, market access conditions, investment structure, registered business lines, specialized conditions, distribution rights, tax and cash flow, data, technology, intellectual property, and platform operating obligations.

It can be said that the greatest legal risk lies not in any single procedure, but in an investment structure that does not align with the true nature of the intended activities. An enterprise may complete its investment procedures and still not be eligible to operate a platform, sell goods, provide intermediary services, or process data in the manner originally envisioned.

The appropriate approach for an FDI project in the e-commerce sector is therefore to conduct a legal review starting from the business model design stage. On this basis, investors can accurately determine ownership ratios, control rights, registered business lines, licenses and specialized procedures, revenue and tax mechanisms, as well as responsibilities toward sellers and consumers.

Particularly given that the 2025 Law on E-Commerce and Decree 248/2026/ND-CP have been in effect since July 1, 2026, updating the legal structure in line with the new regulations is not merely a compliance requirement, but also an important condition for ensuring stable operations and the ability of foreign investors to expand their activities in the Vietnamese market.