In the context of the rapid global growth of E-commerce, Vietnam has emerged as one of the most promising markets attracting foreign investors. Expanding business operations into the E-commerce sector not only presents significant growth opportunities but also poses numerous legal challenges. In the following article, NPLaw would like to provide Clients legal matters and regulations on foreign companies expanding into E-commerce for reference.
In the context of the rapid global growth of E-commerce, Vietnam has emerged as one of the most promising markets attracting foreign investors. Expanding business operations into the E-commerce sector not only presents significant growth opportunities but also poses numerous legal challenges. In the following article, NPLaw would like to provide Clients legal matters and regulations on foreign companies expanding into E-commerce for reference.
I. Current situation of foreign companies expanding into E-commerce
In recent years, with a continuously increasing number of online consumers and rapidly developing digital infrastructure. Substantial opportunities for foreign companies seeking to expand into the Vietnamese market are concerning. However, alongside such potential, these companies must also confront various legal and practical challenges.
In practice, many foreign companies encounter difficulties in complying with licensing requirements, customer data management, execution of electronic contracts, and online dispute resolution. In addition, differences in business culture, online payment methods, logistics, and consumer protection mechanisms present significant challenges.
Overall, although Vietnam is a highly potential market, foreign companies intending to expand into E-commerce must be well-prepared in both business strategy and legal compliance to ensure effective operations and adherence to applicable laws.
II. What does it mean for a foreign company to expand into E-commerce?
1. What documents are required for foreign companies to operate in E-commerce?
To conduct E-commerce activities in Vietnam, foreign companies are generally required to prepare the following documentation and procedures:
- Investment license or enterprise establishment registration in Vietnam: Including an Investment Registration Certificate or an Enterprise Registration Certificate in accordance with the Law on Investment 2020 (as amended in 2025) and the Law on Enterprise 2020 (as amended in 2025).
- Certificate of registration for E-commerce activities: Applicable to E-commerce trading platforms, websites, or mobile applications.
- Relevant sectoral licenses (if applicable): Such as those for retail, electronic payment, logistics, or digital content services.
- Contracts and agreements on confidentiality and customer data protection: Ensuring compliance with regulations on personal data protection under the Law on Cybersecurity 2018 and Decree No. 23/2023/ND-CP on personal data protection.
The preparation of complete legal documents and procedures is a critical step for foreign companies to participate lawfully in E-commerce, minimize legal risks, and safeguard business interests.
2. What types of E-commerce models can foreign companies participate in?
Foreign companies expanding into E-commerce in Vietnam may choose among various business models, including:
- Business-to-Consumer (B2C): Selling products or services directly to consumers via websites, mobile applications, or E-commerce platforms.
- Business-to-Business (B2B): Supplying products or services to other businesses, such as raw materials, software, or technology platforms.
- E-commerce trading platforms: Operating platforms that allow individuals and businesses to list and sell products (e.g., online marketplaces).
- Payment intermediary and logistics services: Providing online payment solutions, delivery services, or warehouse management to support E-commerce operations.
Selecting an appropriate E-commerce model enables foreign companies to optimize their business strategies while ensuring compliance with Vietnamese law.
III. Legal regulations applicable to foreign companies expanding into E-commerce
1. Main legal provisions to be noted for foreign companies expanding into E-commerce
Foreign companies engaging in E-commerce activities in Vietnam should pay attention to the following regulations:
- Law on Investment 2020 (as amended in 2025): Provisions on adjustment of investment projects (Article 41) and authority to amend Investment Registration Certificates (Article 39).
- Law on Enterprise 2020 (as amended): Provisions on registration of changes to enterprise registration contents (Article 30), including changes in business lines, and transfer of ownership of contributed assets (Article 35).
- Decree No. 52/2013/ND-CP as amended by Decree No. 85/2021/ND-CP: Regulations on forms of E-commerce organization (Article 25), responsibilities of owners of E-commerce websites (Article 27), and responsibilities of service providers operating E-commerce trading platforms (Article 36).
- Law on Protection of Consumer Rights 2023: Obligations of business entities toward consumers in online transactions (Article 39), including liability when domestic or foreign entities provide goods or services to consumers within Vietnam.
- Law on Personal Data Protection 2025: Provisions on personal data protection in social media platforms, online communication services (Article 29), and advertising services (Article 30).
Compliance with these legal provisions is a prerequisite for lawful participation in E-commerce, ensuring protection of both business and consumer interests.
2. Common violations related to foreign companies in E-commerce
Foreign companies participating in E-commerce in Vietnam may encounter the following common violations:
- Failure to register or notify E-commerce activities: Not notifying the Ministry of Industry and Trade of E-commerce sales websites as required under Clause 1, Article 27 of Decree 52/2013/ND-CP or failing to register E-commerce service platforms under Clause 1, Article 55 of Decree 52/2013/ND-CP (amended and supplemented by Decree 85/2021/ND-CP).
- Prohibited acts in E-commerce activities under Article 4 of Decree 52/2013/ND-CP (as amended): Including falsification of registration information, non-compliance with disclosure requirements, unauthorized use of trust certification logos, or fraudulent conduct toward customers.
- Violations of consumer rights: Failure to comply with obligations under Article 39 of the Law on Protection of Consumer Rights 2023.
- Data protection violations: Unlawful collection, storage, or transfer of customer data without consent or failure to ensure data security under Articles 29 and 30 of the Law on Personal Data Protection 2025.
- Violations of investment and enterprise laws: Failure to adjust Investment Registration Certificates under Article 41 of the Law on Investment or failure to update enterprise registration information under Article 30 of the Law on Enterprise.
Identifying and preventing such violations helps foreign companies minimize legal risks, protect brand reputation, and maintain stable operations in Vietnam.
IV. Questions regarding foreign companies expanding into E-commerce
1. What legal barriers may foreign companies face?
Foreign companies may encounter the following legal barriers:
- Restrictions relating to investment licensing and enterprise registration, including ownership ratios and permitted business sectors.
- Data protection and cybersecurity requirements under the Law on Cybersecurity 2018 and Decree No. 23/2023/ND-CP.
- E-commerce regulatory requirements, including website registration, platform compliance, and transparency obligations toward consumers.
Identifying these barriers enables companies to prepare appropriate legal documents and business strategies.
2. What are the procedures for registering E-commerce activities?
The registration process generally includes:
- Step 1: Establishing an enterprise or branch in Vietnam and obtaining an Investment Registration Certificate (if required).
- Step 2: Notifying or registering E-commerce websites or mobile applications with the Ministry of Industry and Trade.
- Step 3: Registering relevant business lines, such as logistics, electronic payment, or digital content services.
- Step 4: Completing procedures relating to data protection, consumer rights, and other regulatory requirements.
Compliance with these procedures ensures that enterprises meet the legal conditions to operate E-commerce in Vietnam.
3. What tax obligations must foreign companies comply with?
Foreign companies must comply with the following tax obligations:
- Corporate income tax: Applicable to profits generated from business activities in Vietnam.
- Value-added tax (VAT): Applicable to goods and services supplied through E-commerce
- Import duties and other taxes: Applicable where business involves imported goods.
Compliance with tax obligations helps enterprises avoid legal risks and maintain credibility in the market.
4. What are the rights and obligations of foreign companies in E-commerce?
Main rights and obligations include:
- Rights: Lawful participation in business activities, access to the Vietnamese market, protection of intellectual property rights, and access to legal remedies in disputes.
- Obligations: Compliance with data protection, consumer protection regulations, reporting obligations, and full tax compliance.
Understanding these rights and obligations supports sustainable business development and risk mitigation.
5. What regulations apply to online advertising?
Foreign companies conducting online advertising must comply with the Law on Advertising 2012 (as amended in 2018 and 2025), including:
- Advertising on electronic newspapers and online portals (Article 23);
- Advertising on electronic devices and telecommunications equipment (Article 24);
- Advertising activities by foreign organizations and individuals in Vietnam (Article 39).
Compliance with advertising regulations helps maintain credibility and avoid administrative penalties.
V. Do you need a legal expert to support your expansion into E-commerce?
Expanding into E-commerce in Vietnam presents significant opportunities but also complex legal challenges. Where needed, NPLaw can support foreign enterprises with:
- Advising on enterprise establishment, branch setup, or investment registration;
- Guidance on registration of E-commerce websites and platforms and compliance with E-commerce laws;
- Advisory on tax obligations, data protection, consumer rights, and online advertising;
- Representation in dispute resolution or handling data security incidents.
- Having legal experts accompany your business enables foreign companies to expand effectively, minimize risks, and protect their interests in the Vietnamese market.
