On 22 June 2025, Vietnam’s Ministry of Industry and Trade (“MOIT”) released the first draft of the Law on E-Commerce (“Draft Law”) for public consultation. This marks a major development in the country’s digital regulatory landscape. Until now, Vietnam’s e-commerce sector has been governed primarily by sub-law instruments, most notably Decree No. 52/2013/ND-CP dated 16 May 2013, as amended (“Decree 52”).
The Draft Law seeks to elevate and modernize the legal framework by codifying key principles, defining platform obligations, regulating foreign participation, and providing clearer foundations for digital governance.
1. New Classifications for E-Commerce Platforms
For the first time, the Draft Law formally classifies e-commerce platforms into four categories, each subject to differentiated compliance requirements:
- Direct Sales Platforms: Operated by businesses selling directly to consumers. Requirements include disclosure of business information, publishing transaction policies, and maintaining data for at least three years. Foreign operators without a legal presence must appoint a representative in Vietnam.
- Intermediary Platforms: Includes marketplaces and online shopping apps. Operators must verify seller identities, enforce content moderation, remove illegal content within 24 hours of notice, and provide transparent terms of service.
- Social Media Platforms with E-Commerce Functions: Social networks enabling livestream selling or storefronts must segregate commercial and non-commercial content, verify sellers, and display user feedback transparently.
- Integrated Multiservice Platforms: Platforms bundling or connecting various e-commerce services must enable interoperability, ensure fairness among partners, and prevent abuse of customer data.
This is a significant expansion from Article 25 of Decree 52, which only recognized trading floors and websites. The new categories reflect the Government’s intent to align regulations with evolving digital business models.
2. Regulation of Cross-Border E-Commerce Activities
The Draft Law introduces a more robust framework for foreign entities to engage in Vietnam’s e-commerce market:
- Local presence requirements:
- Direct sales platforms must appoint an authorized representative in Vietnam.
- Other platforms (intermediary, social media, integrated) must establish a legal entity in Vietnam if they meet certain thresholds (e.g., Vietnamese domain, local language content, or 100,000+ local transactions annually).
- Obligations of authorized representatives: Authorized representatives must meet minimum capital, staffing, and capability criteria and are jointly liable for legal compliance. Their responsibilities include tax registration, content moderation, product recalls, dispute resolution, and regulatory reporting.
- Foreign investment restrictions: Foreign ownership of large-scale e-commerce platforms remains subject to conditional market access. A national security review by the Ministry of Public Security (“MPS”) is required where a foreign investor seeks “control” of an e-commerce platform — broadly defined to include decision-making authority or majority voting rights.
These provisions build on Articles 67a, 67b and 67c of Decree 52, closing regulatory gaps by establishing concrete obligations for foreign players and their local representatives.
3. Proactive Measures to Support E-Commerce Ecosystem
The Draft Law introduces mechanisms to support both established and emerging players in Vietnam’s digital economy:
- Issuance of national strategies and development programs covering infrastructure, digital skills, and market access;
- Creation of an E-Commerce Development Fund to support initiatives such as export promotion, workforce development, and regulatory sandbox pilots;
- Incentives for SMEs engaging in cross-border e-commerce, including streamlined customs procedures and tax relief; and
- Establishment of pilot zones for testing cross-border digital trade models.
Unlike the general policy statements in Article 7 of Decree 52, these provisions introduce concrete tools to foster innovation and participation. Notably, foreign investment in local SMEs and start-ups will be exempt from the MPS-led national security review.
4. Next Steps
The National Assembly’s Standing Committee has approved the use of the expedited legislative procedure, aiming to present the Draft Law for discussion at the National Assembly’s ninth session in October 2025.
If enacted, this will become Vietnam’s first comprehensive legal instrument on e-commerce, signalling a shift toward greater platform accountability, user protection, and oversight of foreign participation.
5. Key Takeaways for Businesses
E-commerce platforms operating in or targeting Vietnam should keep an eye on the developments around the Draft Law to:
- Assess platform classifications and compliance duties, especially with respect to seller verification, data retention, and content moderation;
- Evaluate cross-border operations to determine if a local representative or entity will be required;
- Monitor public consultations and consider submitting comments; and
- Prepare for new obligations relating to transparency, consumer protection, and algorithmic accountability, particularly for foreign platforms using the Vietnamese language or handling large transaction volumes.
The information provided here is for information purposes only and is not intended to constitute legal advice. Legal advice should be obtained from qualified legal counsel for all specific situations.
