Ho Chi Minh City, 6 October 2026
Introduction
To conclude the Weekly Debrief series, Part 4 focuses on key issues of practical significance for operators of e-commerce platforms with a foreign element. In addition to highlighting the relevant legal developments, this article provides a number of practical recommendations for these operators in conducting their activities in Vietnam.
Market Access Conditions
Foreign investors investing in the management and operation of intermediary e-commerce platforms, social networks engaging in e-commerce activities or integrated e-commerce platforms must meet statutory market access conditions. Specifically, such investment must be made through either the establishment of an economic organization or via capital contribution, purchase of shares or of capital contributions in accordance with the law on investment. If a foreign investor exercises control over the operator of a large digital platform as defined by laws on consumer rights protection, it is required to obtain an appraisal opinion for national security from the Ministry of Public Security.
Notably, the E-commerce Law does not impose market access conditions on the management and operation of direct business e-commerce platforms because of the nature of this model, under which the operator establishes the platform for its own business activities rather than providing a trading environment for other entities. However, foreign investors must still satisfy the market access conditions applicable to the specific business sectors or activities conducted in Vietnam.
Nature of Foreign E-commerce Platforms
In order to be classified as a foreign e-commerce platform conducting e-commerce activities in Vietnam, the platform must satisfy the following conditions:
✓ The operator is a foreign entity duly established and operating under the laws of a foreign jurisdiction; and
✓ It meets at least one of the following criteria:
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Provides a mechanism allowing the display language to be selected as Vietnamese; or
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Uses the Vietnamese national domain name “.vn”; or
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Reaches the prescribed transaction threshold with buyers in Vietnam.
It should be noted that direct business e-commerce platforms without offering an online ordering function do not fall under this category, even if they meet the aforementioned criteria. As such, in addition to determining applicable market access conditions, the operators must accurately identify the nature and operational model of the platform in order to comply with the corresponding legal obligations and responsibilities.
Key Legal Obligations and Responsibilities
First and foremost, foreign operators must comply with general requirements similar to those applicable to domestic e-commerce platforms. In addition, depending on their operational model, they must also adhere to specific legal obligations and responsibilities applicable to e-commerce platforms with foreign elements.
Registration obligation
Foreign direct business e-commerce platforms offering an online ordering function, foreign intermediary e-commerce platforms, foreign social networks engaging in e-commerce activities, and foreign integrated e-commerce platforms conducting e-commerce activities in Vietnam must register with the Ministry of Industry and Trade upon meeting the statutory conditions.
It is worth noting that the timing for the registration procedure is not uniform but depends on the specific basis triggering the obligation. Specifically, if a platform offers Vietnamese as a display language option or uses the Vietnamese national domain name “.vn”, the platform operator must complete such registration before commencing operations in Vietnam. Meanwhile, a 60-day registration deadline applies where the platform reaches the threshold of 100,000 or more transactions with buyers in Vietnam within a one-year period commencing on 1 January of the calendar year, as announced by the operator or determined by the competent authorities.
Authorized representative appointment or legal entity establishment
Operators of foreign direct business e-commerce platforms offering an online ordering function must appoint a legal entity in Vietnam as their authorized representative under applicable law. Meanwhile, where required under applicable law, operators of intermediary e-commerce platforms and social networks engaging in e-commerce activities without an online ordering function must appoint an authorized representative in Vietnam. The authorized representative may be an individual residing in Vietnam or a legal entity established under Vietnamese law.
For intermediary e-commerce platforms with an online ordering function, social networks engaging in e-commerce activities with an online ordering function, integrated e-commerce platforms, the operator must establish a legal entity in Vietnam. Where Vietnam has made commitments that preclude a requirement to establish a legal entity, the foreign operator must appoint a legal entity in Vietnam as its authorized representative, make a deposit, and satisfy the applicable conditions for the management and operation of the platform in Vietnam.
Periodic reporting obligation
Similar to domestic e-commerce platforms, before February 15 of each year, the operators must report their e-commerce activities online via the E-commerce Management System or provide information as requested by the competent authorities.
Conclusion
The new legal framework shows that accurately determining the nature and model of an e-commerce platform with foreign elements is a crucial step in defining the scope of legal obligations arising in Vietnam. Depending on the specific circumstances, foreign operators may be required to complete registration procedures, establish an appropriate local presence, and meet corresponding management and operational requirements. Therefore, conducting an early review of their operating model and the extent of their engagement with the Vietnamese market will enable businesses to take a proactive approach in formulating compliance strategies and mitigating legal risks during operations.
Once again, thank you for following this series of articles on notable legal updates in the e-commerce sector. Please stay tuned for future editions of Weekly Debrief featuring updates and analysis regarding significant legal changes across other key areas.
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See the previous part here: Part 1a| Part 1b| Part 1c
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If you would like to discuss how the new e-commerce regulations may affect your business or require tailored advice, please contact our team.
info@indochinecounsel.com
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