In brief
On 10 December 2025, the National Assembly passed the Law on E-Commerce ("EC Law"), marking a significant evolution in the country's digital economy regulatory landscape.
Set to take effect on July 1, 2026, the EC Law replaces the existing framework under Decree No. 52/2013/ND-CP (as amended) ("Decree 52") and introduces a more comprehensive and stringent approach to governing e-commerce activities.
The EC Law aims to foster e-commerce development while enhancing consumer protection, data security, and regulatory oversight. It adopts an extraterritorial approach, applying to both domestic and foreign organizations and individuals engaged in e-commerce in Vietnam. Businesses operating digital services, particularly those with Vietnamese users, should assess their compliance strategies promptly, as penalties for non-compliance are anticipated in upcoming sanctioning decrees.
Key takeaways
- Application scope: The EC Law applies to both domestic and foreign entities engaged in e-commerce activities in Vietnam.
- Key definitions: The EC Law introduces broad definitions that expand its reach beyond traditional e-commerce (e.g., online marketplaces) to encompass various digital platforms. The notable concept is E-Commerce Platform ("EC Platform") that is an umbrella term for digital systems facilitating e-commerce, categorized as:
- Direct EC Platform: Platforms where operators directly sell goods or provide services (e.g., apps offering digital content or B2C/B2B services). This definition is notably expansive, potentially capturing social networks, video-editing tools, messaging apps, and SaaS providers if they involve transactions or service provision to Vietnamese users.
- Intermediary EC Platform: Platforms enabling third parties to sell or introduce goods/services (e.g., marketplaces).
- Social network with e-commerce activities ("EC Social Network"): Social platforms with features like online communications, ordering, or livestreaming sales.
- Integrated EC Platform: Platforms integrating multiple EC Platforms from distinct administrators.
- Vietnam presence test: The law's extraterritorial effect is triggered by a "Vietnam presence test" for offshore administrators without local establishment. Platforms meeting this test must comply with local requirements, including appointing a local authorized entity to handle operations, disputes, and authority coordination. The test includes the following non-accumulative triggering conditions:
- Use of a ".vn" domain or
- Option for Vietnamese display language or
- Exceeding a transaction threshold from Vietnamese buyers (to be detailed in the EC Law's guiding decree; current benchmark under Decree 52 is 100,000 transactions/year).
- Obligations for platform administrators: The EC Law imposes layered responsibilities, particularly on offshore entities:
- General obligations: Platforms must disclose service information, operation conditions, and pricing; ensure secure online ordering; store data (e.g., one year for services, three years for contracts); report periodically; and comply with authority requests for inspections or takedowns.
- Specific obligations for Offshore EC Platforms: Register with authorities; disclose business eligibility; retain transaction data. More specifically:
- Offshore Direct EC Platforms: Appoint a local authorized entity.
- Intermediary EC Platforms: Verify local sellers' and sales livestreamers' identity per the law on electronic identification and authentication; establish a local subsidiary entity OR, if relevant international treaties prescribe otherwise, appoint a local authorized entity and deposit security for potential damages to consumers and financial obligations before the State.
- Local authorized entity duties: This Vietnamese entity acts on behalf of the offshore administrator, handling legal procedures, content removal (potentially requiring platform access), complaint resolution, product recalls, and compliance with laws on data, cybersecurity, advertising, and consumer rights. It must also cooperate in investigations and submit reports via the e-commerce portal.
- Livestreaming-related obligations: Administrators must provide tools enabling livestream sellers to display warnings for goods or services posing risks to safety, health, or property. Electronic identity verification of livestream sellers is mandatory before allowing sales, using Vietnam's electronic identification laws for locals and legal documents for foreigners. Sellers must submit required advertising confirmation documents for regulated products. Platforms are obligated to immediately halt streams, remove displayed information, or links upon detecting or receiving authority requests for violations, such as illegal content, prohibited goods, unconfirmed ads, or breaches of social ethics. Finally, they must store and ensure accessibility to livestream data, including images and audio, for at least one year from the start of broadcast.
- Supporting services: Additional rules apply to services related to the e-commerce activities, encompassing technical infrastructure (e.g., hosting and data centers), logistics (e.g., delivery and warehousing), payment and intermediary payment services (e.g., secure transaction processing), and electronic contract authentication (e.g., digital signatures and verification).
- Grace period: While the EC Law provides no grace periods for complying with the specific obligations, e-commerce websites and applications that were notified and registered for operation prior to the effective date of this Law are permitted to continue their e-commerce activities in accordance with the details confirmed in their original notification and registration dossiers until 30 June 2027.
Conclusion
Vietnam's EC Law represents a proactive step toward a robust digital economy, emphasizing accountability amid rapid growth. As the effective date approaches, proactive preparation will be key to leveraging opportunities while mitigating enforcement risks. The law's regulator – the E-commerce and Digital Economy Agency (iDEA) – has been actively taking steps to enforce e-commerce laws lately.
Manh Hung Tran, Partner, Huu Tuan Nguyen and Huyen Minh Nguyen, Special Counsels, and Alex Do, IPTech Executive, have contributed to this legal update.
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