Vietnam has accelerated its effort to regulate e-commerce. The Law on E-Commerce, passed with overwhelming support by the National Assembly on December 10, 2025. “E-Commerce Law 2025”, represents a watershed moment in Vietnam’s digital economy development. The law takes effect on July 1, 2026.
Vietnam has long focused on digital transformation and has created conditions for digital economic growth. A stable, transparent e-commerce regulatory environment that protects consumers is viewed as a critical part of the transformation. E-commerce sales are growing dramatically — from an estimated US$25 billion in 2024 to a projected US$63 billion by 2030. Vietnam is ranked among the world’s top five fastest-growing e-commerce markets.
Vietnam’s prior regulatory framework, anchored in Decree No. 52/2013/ND-CP of May 16, 2013 (on e-commerce) and its 2021 amendment, Decree No. 85/2021/ND-CP, had become seriously inadequate. Over more than a decade, the existing decrees failed to keep pace with technological change. The framework contained few provisions addressing livestream sales, affiliate marketing, and the diverse business models employed by modern multi-service platforms. Overlaps existed between e-commerce regulations and those governing consumer protection and intellectual property. Critically, the prior framework offered limited mechanisms to enforce compliance on foreign platforms operating in Vietnam. These gaps became increasingly problematic as counterfeit goods, misrepresentations, and tax compliance failures grew alongside the market.
The E-Commerce Law 2025 replaces this fragmented approach with a unified regulatory structure. The law comprises 41 articles organized into seven chapters addressing the entire e-commerce ecosystem. This comprehensive approach aligns Vietnam with global regulatory trends. The European Union’s Digital Services Act, China’s e-commerce regulations, and comparable regimes across ASEAN all reflect a shift toward stricter platform accountability, seller verification, and content moderation obligations. Vietnam’s approach builds on these models while adapting to Vietnam’s market context and its commitments under multilateral trade agreements including the CPTPP and EVFTA.
A Modern Platform Accountability Framework
The new law establishes clear classifications of e-commerce actors, assigns graduated compliance obligations throughout the marketplace, and specifies different local presence requirements depending on platform type and operational scale. This clarity is essential. It enables platform operators to understand their regulatory standing, helps sellers know their exact obligations, and supports regulators.
Direct Sales Platforms (eg, single-brand offshore retailers selling directly to Vietnamese consumers) must appoint an authorized legal representative in Vietnam to handle compliance, dispute resolution, and regulatory reporting.
Intermediary Platforms, social media with e-commerce, and multi-service integrated platforms must establish a local legal entity in Vietnam if they meet certain thresholds, including: (1) offering content in the Vietnamese language, (2) operating a “.vn” domain, or (3) conducting 100,000 or more local transactions annually. Platforms below these thresholds may operate through an authorized representative without establishing a legal entity.
Any appointed local entity or authorized representative becomes subject to joint liability for the platform’s compliance with Vietnamese law. This change directly addresses a significant enforcement gap that previously allowed foreign platforms to operate without meaningful accountability for tax obligations or consumer protection failures.
For foreign platforms exempt from establishing local entities under international agreements, the Law on E-Commerce requires placement of a security deposit at a commercial bank to guarantee compensation for consumer damages and fulfill financial obligations to the State. The specific amount and calculation methodology for the deposit will be determined through implementing regulations expected before the July 1, 2026 effective date. This mechanism ensures that even platforms with treaty-based exemptions will maintain enforceable guarantees to satisfy consumer claims and tax obligations.
Platform operators — encompassing marketplaces, social commerce platforms, and multi-service applications — now face substantially deepened responsibilities. Platforms must verify seller identity using Vietnam’s national digital identification system (“VNeID”) for domestic sellers and obtain certain documentation from foreign sellers. The VNeID verification mechanism serves multiple policy objectives simultaneously: it enables regulators and brand owners to trace the identity of sellers, reduce the circulation of counterfeit goods, limit intellectual property violations, and facilitate tax administration.
Platforms must implement automated content moderation by creating the capacity to remove illegal content within 24 hours. Transaction logs, product listings, and livestream recordings must be maintained for three years to support regulatory oversight and consumer dispute resolution. The infrastructure required to meet these obligations requires substantial investment by platforms, particularly for automated systems and to implement data retention capabilities.
The law introduces a liability framework by which platform operators share joint liability with sellers of counterfeit goods, prohibited products, and misleading or harmful content. This means that intermediary platforms that provide online ordering functionality assume either direct liability or joint liability for compensation when their failure to comply with regulations causes damage to buyers. This represents a significant expansion of platform responsibility.
Foreign e-commerce platforms that trigger local presence requirements — based on transaction volume thresholds, user scale, or use of Vietnamese language or “.vn” domains — must appoint a legal entity or authorized representative in Vietnam. Notably, the local entity becomes subject to joint liability for the platform’s compliance with Vietnamese law. This change addresses a significant enforcement gap that previously allowed foreign platforms to operate without meaningful accountability for fulfilling tax obligations or for their consumer protection failures.
The law explicitly avoids requiring foreign platforms to establish entirely new legal entities; instead it permits designation of existing entities to fulfill compliance obligations. This pragmatic approach balances the State’s management objectives with international commitments, and operational efficiency.
For such foreign e-commerce platforms, the law requires placement of a security deposit at a commercial bank. This mechanism guarantees payment of compensation to consumers when warranted, and payment of financial obligations to the State. The deposit ensures that even treaty-exempt platforms maintain a meaningful mechanisms to satisfy consumer and government claims.
Seller Verification and the Digital Identity Infrastructure
The VNeID verification requirement is a cornerstone of the new regulatory architecture. Domestic online sellers, live streamers, and affiliate marketers must now register with VNeID before conducting transactions. This requirement eliminates anonymity in online selling. While this change protects consumers by creating regulatory traceability and enabling authorities to hold sellers accountable, it may deter some informal commercial activity.
The verification process extends to affiliate marketers and influencers, with tracking and supervision mechanisms operated through service providers. This is significant. Live streamers and affiliate marketers face prohibitions against false or misleading information about products, services, or promotional terms. Content creators promoting products are obliged to provide truthful product descriptions and transparently to disclose promotional relationships.
Platform operators must verify seller identities before transactions commence. This requirement reflects a fundamental shift in regulatory philosophy. In prior practice, platforms could maintain arms-length relationships with sellers regarding seller authentication. The new framework rejects this approach. Platforms can no longer claim ignorance regarding seller identity.
Supporting Services and Ecosystem Governance
Beyond platform operators and sellers, the law extends compliance obligations to supporting service providers. This comprehensive approach recognizes that e-commerce functions as an integrated ecosystem where responsibility is shared among all participants.
Even logistics providers assume new responsibilities. They must verify the documentation that accompanies goods before transportation and must refuse to ship prohibited items. Cooperation with authorities in combatting smuggling and trade fraud becomes mandatory. Payment service organizations face new coordination requirements with e-commerce management authorities. IT infrastructure providers and trust rating systems are subject to obligations that ensure they do not facilitate illegal activities nor provide misleading information.
This new approach aligns with international best practices. When all ecosystem participants — from platforms to logistics to payment processors — operate under coordinated compliance frameworks, the integrity of the digital marketplace improves substantially.
Consumer Protection Enhancements
The E-Commerce Law 2025 provides multiple mechanisms to strengthen consumer protections. Obligations on platform transparency, platform rules, product information, and seller identities all support informed consumer decision-making. Data retention requirements create an audit trail enabling consumers to substantiate complaints to support regulatory investigations.
The joint liability framework protects consumers. By holding platforms jointly liable with sellers for product quality, prohibited goods, and counterfeit products, the law ensures that consumers have recourse against the deeper-pocketed and more readily traceable platform operators when platforms, through negligence or by intent, permit harmful products to remain available.
Prohibitions on false product descriptions, origin misrepresentation, and misleading promotional claims directly protect consumers against deceptive marketing. These protections extend to livestream sales and influencer marketing — emerging channels where enforcement of consumer protection historically lagged behind traditional marketplace policing.
Practical Business Implications
Domestic e-commerce platforms face immediate compliance obligations requiring systematic operational changes. Investment in identity verification infrastructure compatible with VNeID, content moderation systems, and data retention architectures will be necessary. Smaller platforms may experience particular challenges implementing automated moderation and maintaining three years of transaction records. Compliance costs may create barriers to entry for new market entrants or consolidate market share among platforms with sufficient scale.
Foreign platforms exempt from establishing local entities under international agreements must comply with the security deposit requirement. The E-Commerce Law 2025 mandates that such platforms place security deposits at commercial banks to guarantee compensation for consumer damages and financial obligations to the State. The specific deposit amount will be clarified through implementing regulations. While less burdensome than entity establishment, the security deposit represents a material financial commitment that foreign platforms must plan for ahead of the July 2026 implementation date.
Brand owners and intellectual property owners can expect improved enforcement mechanisms. The VNeID verification framework enables brand owners to better identify and pursue action against infringing sellers. The platform liability framework creates incentives for platforms to actively police intellectual property violations.
Technological and Legal Developments Often Diverge
As technology advances in Vietnam, legal developments frequently lag. The implications of the 2025 E-Commerce Law remain to be fully realized. Several areas await clarification through implementing decrees. Transaction thresholds that define when foreign platforms must establish local entities await specification. Moderation standards, the precise definition of “prohibited products,” and specific escrow mechanisms for consumer compensation require additional guidance.
The government’s ongoing institutional restructuring may temporarily affect enforcement efficiency. Coordination between platforms, logistics providers, payment processors, and regulatory authorities will require substantial institutional development and clear inter-agency protocols. In short, government and market participants need to become comfortable with the new rules and realities.
Businesses should monitor government publications regarding implementing regulations and engage with regulatory agencies during the transition period to ensure alignment with ultimate regulatory guidance.
