E-commerce stands as a pivotal sector for foreign direct investment (FDI) in Vietnam, fueled by rapid technological advancements, supportive digital policies, and superior cost-efficiencies over traditional models, all of which drive sustainable economic growth. 

The Vietnamese government has implemented stringent regulations, requiring foreign investors to meet specific compliance standards designed to protect local businesses and foster a fair competitive landscape. However, adhering to these regulations within Vietnam’s evolving regulatory landscape remains a significant challenge for foreign investors.  

To help investors ensure legal compliance and investment efficiency, Hung Phi Law Firm provides the following guide on Investment conditions for foreign investors entering the Vietnamese E-commerce market.

1. Overview of the e-commerce industry in Vietnam

A strategic outlook on Vietnam’s e-commerce sector

In recent years, Vietnam’s e-commerce sector has expanded rapidly, becoming a primary commercial model for both businesses and consumers. Supported by robust digital infrastructure and technological integration, the diversification of operational models has established this industry as a key component of the national digital economy.

Despite the 2020 global disruptions, the market demonstrated significant resilience and growth, emerging as one of the most active digital landscapes in Southeast Asia. In the first half of 2025, Vietnam’s e-commerce platforms generated VND 222.1 trillion (approximately USD 8.49 billion) in Gross Merchandise Value (GMV), representing a 23.1% year-on-year increase. 

Provided below is a comprehensive overview of Vietnam’s e-commerce landscape:

1.1. Regulatory framework governing e-commerce sector in Vietnam

Vietnam’s e-commerce legal framework has shifted toward ‘Digital Trust’ and stricter platform liability, comprising a comprehensive system of laws and decrees, including:

– The Vietnamese Law on Enterprises 2020; 

– The Vietnamese Law on Investment 2025;

– The Vietnamese Law on E-transactions 2023;

– The Vietnamese Law on E-commerce 2025;

– The Vietnamese Law on Personal Data Protection 2025;

– Decree No. 52/2013/ND-CP on E-commerce;

– Decree No. 85/2021/ND-CP amending and supplementing several articles of Decree No. 52/2013/ND-CP on e-commerce;

– Decree No. 09/2018/ND-CP detailing the Commercial Law and the Law on Foreign Trade management regarding goods trading activities and activities directly related to goods trading of foreign investors and foreign-invested economic organizations in Vietnam;

1.2. Key definitions regarding e-commerce under Vietnamese Law

Pursuant to Clause 1, Article 3 of Decree No. 52/2013/ND-CP, e-commerce activities refer to the execution of part or the entirety of the commercial process through electronic means connected to the Internet, mobile telecommunications networks, or other open networks.

Pursuant to Clause 14, Article 3 of Decree No. 09/2018/ND-CP, e-commerce services refer to commercial activities whereby an e-commerce service provider establishes an e-commerce website to provide an environment for other traders, organizations, and individuals to conduct trade promotion, the sale of goods, or the provision of services.

1.3. Development trends and investment opportunities in Vietnam’s e-commerce sector

Vietnam is emerging as a high-potential e-commerce export hub, bolstered by rapid digital adoption, competitive manufacturing capabilities, and the increasing alignment between government policies and global platform strategies. With its export-oriented economy and deepening integration into cross-border e-commerce, Vietnam is positioning itself for a more prominent role within the global supply chain.

The growth of e-commerce in Vietnam is driven by a young, digitally proficient population, alongside the rapid expansion of social commerce. In 2025, this trend is more evident than ever: over 72.5% of online shoppers in Vietnam comprise Generation Z (under 27) and Millennials (aged 28 – 44).

This development presents significant opportunities for foreign investors, particularly in the realm of Cross-border E-commerce. It facilitates the establishment of bonded warehouses, comprehensive fulfillment services, and specialized logistics systems tailored for export activities to major global markets, including the US, EU, and China.

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2. Investment conditions for foreign investors entering the Vietnamese e-commerce market 

E-commerce investment conditions for foreign investors in Vietnam

2.1. Regarding market access conditions

According to the provisions of Section B.55, Appendix I, issued in conjunction with Decree No. 31/2021/ND-CP, e-commerce activities are classified under the List of business lines with conditional market access for foreign investors.

Consequently, such investors must first obtain a comprehensive understanding of the market access conditions applicable to the e-commerce sector, as stipulated under both Vietnamese domestic law and international treaties to which Vietnam is a signatory. Pursuant to Article 67c of Decree No. 85/2021/ND-CP  (amending and supplementing Decree No. 52/2013/ND-CP), these requirements include:

• Forms of investment:

Investment in the e-commerce sector by foreign entities shall be executed via the establishment of a local economic organization, or through capital contributions and the acquisition of shares or equity stakes in Vietnam.

• National security appraisal for foreign investment in e-commerce:

A national security appraisal by the Ministry of Public Security is required if a foreign investor gains control over one or more enterprises among the top five e-commerce service providers in Vietnam, as announced by the Ministry of Industry and Trade. This requirement shall be waived if the target enterprise is an innovative small and medium-sized startup.

• Criteria for determining the controlling influence of foreign investors:

Under Clause 3, Article 67c of Decree No. 85/2021/ND-CP, a foreign investor is deemed to exercise control over an enterprise providing e-commerce services in one of the following cases:

– The foreign investor holds more than 50% of the charter capital or more than 50% of the voting shares of the enterprise;

– The investor, directly or indirectly, decides on the appointment, relief, or dismissal of the majority or all members of the Board of Directors, the Chairperson of the Member’s Council, the Director, or the General Director of the enterprise;

– The investor has the authority to decide on key matters regarding the enterprise’s business operations, including: the selection of technology platforms and business structures; the choice of industries, sectors, and geographical areas of operation; the adjustment of business scale and scope; and the methods of fundraising, allocation, and utilization of the enterprise’s capital.

Note: 

The provision of e-commerce services is classified as a conditional market access sector for foreign investors under the Law on Investment. Accordingly, foreign investors must carefully select an appropriate investment structure and ensure full compliance with applicable market access conditions from the project preparation stage. In practice, establishing an economic organization or acquiring capital contributions or shares remains the most common approach, as regulatory management in this sector is closely linked to licensing, registration requirements, and the need to identify a clearly accountable legal entity.

In addition, where a foreign investor obtains control over an enterprise that is among the top five e-commerce service providers in Vietnam, as published by the Ministry of Industry and Trade, a national security appraisal by the Ministry of Public Security will be required. This regulation reflects Vietnam’s policy direction of strengthening oversight over major digital platforms that may significantly impact data governance and market stability. Therefore, foreign investors should pay close attention to ownership structures, governance rights, and M&A strategies in order to mitigate legal risks and avoid delays in regulatory approval processes.

2.2. Regarding business license

Pursuant to Item 52, Appendix IV of the Vietnamese Law on Investment 2025, e-commerce activities are further classified as a conditional business line. This regulation requires foreign investors to obtain a Business License in order to lawfully provide e-commerce services within Vietnam.

Pursuant to Decree No. 52/2013/ND-CP, as amended and supplemented by Decree No. 85/2021/ND-CP, two distinct forms of e-commerce activities (e-commerce sales websites, e-commerce service provision websites) are prescribed. Depending on the specific type of e-commerce model, the regulatory conditions and licensing procedures for operation shall vary accordingly.

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3. Key considerations for foreign investment in Vietnam’s e-commerce sector 

Critical regulatory considerations for foreign direct investment in Vietnam’s e-commerce 

Foreign investors should consider the following key regulatory factors when entering Vietnam’s e-commerce sector:

– Registration for the establishment of e-commerce service websites or applications:

This is a mandatory requirement for enterprises operating intermediary models (including e-commerce trading floors, online promotion websites, or online auction websites). Given their significant impact on society and consumers, such stringent regulatory oversight also serves to facilitate the control of counterfeit and infringing goods.

– Ownership structure and control rights in market entry:

Under current regulations, where a foreign investor obtains control over an enterprise that is among the leading e-commerce platforms in Vietnam, as announced by the Ministry of Industry and Trade, a national security appraisal by the Ministry of Public Security is required. The concept of “control” is interpreted broadly and is not limited to equity ownership ratios; it also includes the power to appoint or remove key management personnel, determine the technological platform, and make strategic business decisions. This requirement may significantly affect transaction structuring, particularly in M&A transactions or strategic investments.

– Post-establishment requirements: After setup, the foreign-invested entity will need to handle: 

• Tax registration (corporate income tax, VAT, etc.)

• Electronic invoice registration

• Opening and using a direct investment capital account (DICA) for capital transfers

• Annual accounting and tax compliance under Vietnamese standards.

– Tax compliance and data localization:

Under the Law on Tax Administration, e-commerce platform operators are now strictly mandated to provide seller information to tax authorities and, in certain cases, are responsible for withholding and paying taxes on behalf of individual sellers.

Should the system miscalculate the tax amount to be withheld from sellers, the e-commerce platform may be subject to back tax collection and administrative penalties for tax non-compliance. Additionally, reporting huge amounts of seller data requires 100% accuracy. If the data is late or incorrect, it could trigger a comprehensive tax audit, thereby disrupting the entire business.

Furthermore, the Law on Cybersecurity and the Personal Data Protection require entities to ensure data localization and strict processing protocols for Vietnamese users’ personal information.

At this stage, any transfer of Vietnamese users’ data to an overseas parent company requires a separate assessment dossier and is subject to stringent regulatory oversight. Any procedural non-compliance may result in the suspension of cross-border data transfer privileges.

– Consumer protection and product origin:

To foster a fair competitive landscape, the government has increased sanctions regarding intellectual property (IP) infringement and the sale of counterfeit goods on digital platforms. Foreign-invested e-commerce enterprises are held to high accountability standards regarding the transparency of information and the traceability of goods.

The requirement for transparency and traceability necessitates that enterprises exert control over the entire supply chain, compelling them to provide comprehensive documentation of origin. This creates significant traceability challenges, particularly when dealing with a fragmented merchant base that often lacks formal commercial records.

It is evident that operating in the e-commerce sector simultaneously triggers multiple obligations related to taxation, data localization, transparency, and traceability. Within Vietnam’s dynamic legal landscape, these regulations pose significant challenges for foreign investors. Therefore, the guidance of seasoned legal counsel is pivotal in maintaining the efficient and sustainable operation of an e-commerce platform. Strategic legal advice not only mitigates risks but also optimizes resources, saving enterprises substantial time and costs.

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4. Hung Phi Law Firm – Providing comprehensive legal services in e-commerce for foreign investors

End-to-end e-commerce legal services for foreign investors

Hung Phi Law Firm is a prestigious and dedicated legal practice in Vietnam, offering comprehensive legal solutions for foreign investors seeking to establish and operate E-commerce businesses in the Vietnamese market.

Our investment legal team possesses a profound command of the regulatory framework governing e-commerce, coupled with a deep-seated understanding of Vietnam’s business culture. With extensive experience in advisory and client representation, we deliver sustainable and innovative solutions for even the most complex legal matters.

Our core legal services for foreign investment in E-commerce include the following:

– Advisory on market access conditions and investment incentive policies for foreign investment in E-commerce;

– Advisory on selecting optimal investment structures aligned with business strategies and commercial objectives;

– Advising on and representing clients in the licensing procedures for the Investment Registration Certificate (IRC) and the Enterprise Registration Certificate (ERC);

– Advising on and representing clients in the procedures for obtaining the business license for e-commerce activities;

– Advising on and representing clients in the procedures for amendments to the Enterprise Registration Certificate (ERC).

With practical experience in advising foreign investors from key markets such as the United States, the European Union, Japan, South Korea, and Singapore, Hung Phi Law Firm supports clients in structuring and implementing market entry strategies, capital structuring, and regulatory compliance in Vietnam’s digital and e-commerce sectors, including capital contributions, share acquisitions, and strategic partnerships in digital platform businesses.

We adopt a commercially focused and risk-oriented approach, assisting clients not only in obtaining the necessary licenses but also in designing sustainable ownership and governance structures aligned with Vietnam’s market access conditions and long-term business objectives.

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5. Frequently asked questions

5.1. What are the available types of e-commerce operation models in Vietnam?

Pursuant to Article 25 of Decree No. 52/2013/ND-CP, as amended by Clause 7, Article 1 of Decree No. 85/2021/ND-CP, e-commerce activities are organized into two primary forms:

E-commerce sales websites: Established by entities to serve their own commercial activities, including sales and service provision.

E-commerce service provision websites: Established to provide a digital marketplace for other parties to conduct trade. This category includes e-commerce trading platforms, online auction sites, and online promotional websites.

5.2. What are the recognized operational forms of e-commerce trading platforms under Vietnamese regulations?

Pursuant to Clause 2, Article 35 of Decree No. 52/2013/ND-CP, as amended and supplemented by Clause 15, Article 1 of Decree No. 85/2021/ND-CP, the operational forms of e-commerce trading platforms include:

a) Websites that allow participants to open booths for the display and introduction of goods or services;

b) Websites that allow participants to open accounts for the purpose of concluding contracts with customers;

c) Websites featuring a trading section that allows participants to post listings for the purchase and sale of goods and services;

d) Social networks that facilitate any of the activities specified in points (a), (b), or (c) of this Clause, and where participants directly or indirectly pay a fee for the performance of such activities.

5.3. Does Hung Phi Law Firm offer online consultation services?

Yes. We provide online legal advice via phone, email, Zalo, or WhatsApp,…. Our experienced lawyers offer flexible scheduling to ensure the most effective results and service quality for every client.

5.4. How should I prepare for a legal consultation?

You only need to provide a brief overview of your legal matter via phone, email, or our online form. After that, Hung Phi Law Firm will assign a specialist and contact you shortly to schedule a detailed consultation.

The above information outlines Investment conditions for foreign investors entering the Vietnamese E-commerce market, as provided by Hung Phi Law Firm to our clients.

Should you have any questions regarding this matter or require legal advice tailored to your specific case, please do not hesitate to contact the lawyers of Hung Phi Law Firm for timely support and professional consultation.

Contact Information:

Hung Phi Law Firm

Phone: (+84) 962 75 28 38

Email: luathungphi@gmail.com

Website: hungphi.vn

Sincerely,