From 1 July 2026, Vietnam's Law on E-Commerce 2025 officially takes effect, for the first time bringing all online sales, marketplaces, livestream selling and affiliate marketing under a single dedicated statute. For any business operating in the digital environment, this is more than legal news: many new obligations already apply, and falling behind can lead to administrative penalties, content takedowns or the suspension of your selling account.
Does your business sell on a marketplace or a social network, run livestream sessions or engage affiliate marketers? Do you already know which of the four platform categories defined by the new law you fall into, and what obligations each category carries? If your platform has a foreign owner or foreign capital, will you need to establish a legal entity in Vietnam or place a bank deposit? These are questions many business owners cannot yet answer, even though the compliance clock has already started. This article reviews the most important changes and points out what your business needs to check.
From decree to law: a new legal framework and four platform categories
For years, e-commerce in Vietnam was governed mainly by decrees, and each time a new business model emerged the market had to wait for supplementary guidance. The Law on E-Commerce 2025 (Law No. 122/2025/QH15) changes that: for the first time, e-commerce sits within a dedicated statute of 7 chapters and 41 articles, effective from 1 July 2026. For businesses, what matters is not the numbers but the fact that many obligations previously scattered across decrees are now codified and backed by clearer sanctions.
The first key change, and the foundation for understanding everything else, is how the law classifies e-commerce platforms. A business needs to know which group it belongs to, because each group carries a different set of obligations.
These four models can be understood briefly as follows:
- Direct-sales platform: a website or application set up by the business itself to sell its own goods or services.
- Intermediary platform: a platform that lets other sellers register accounts to introduce and sell goods, that is, the marketplace model.
- Social network operating e-commerce: a social network that integrates online communication, online ordering or livestream selling functions.
- Integrated platform: a platform that allows other e-commerce platforms to be integrated within it.
Identifying the right model is not a theoretical exercise. A social network that adds an ordering button, or a website that sells its own goods but also opens space for partners, may fall into a heavier set of obligations than the business expects. For platforms classified as "large digital platforms" under consumer protection law, the statute adds further requirements for an online complaint-handling system and mechanisms to review and remove infringing content.
Identity verification, information transparency and display algorithms
The obligation most often discussed, and the one businesses find most confusing, is identity verification. On an intermediary platform, the platform operator must carry out electronic identity verification of the seller before allowing sales.
What does this mean for you? If you operate a marketplace, you need a seller-verification process tied to the electronic identification system before sellers can open a shop. If you are a seller, you will have to provide information for verification, together with your business name and place of business exactly as registered, documents proving you meet the conditions for conditional business lines, and you may only use your own payment account on the platform.
Alongside identity verification comes the transparency requirement. A platform must disclose, in a prominent position and in Vietnamese, information about the platform operator, its privacy policy, the rights and obligations of the parties, and how complaints are received and resolved, together with policies on pricing, delivery, returns and the livestream-selling rules. Notably, the law requires platforms to disclose the criteria of the algorithm used to prioritise the display of goods, something almost no platform previously revealed. For businesses, this is both an obligation to comply with if you operate a platform and a right to be informed of if you are a seller who depends on how the marketplace ranks listings.
Livestream selling and affiliate marketing enter the legal framework for the first time
Livestream selling and affiliate marketing have boomed in recent years yet have remained largely outside specific regulation. The new law brings both within its scope, and responsibility is allocated to several parties at once.
For livestreams, the platform operator must publish the operating rules, verify the electronic identity of the streamer before allowing them to go live, store the image and audio data of each broadcast for a minimum period, and stop the stream when a violation is detected. The seller must provide the streamer with documents proving that the business conditions and product quality are met, together with advertising-content confirmation for goods that require it. The streamer, in turn, is bound by a very direct rule:
Affiliate marketing is placed within a similar framework. The provider of the affiliate-marketing service must verify the identity of the affiliate and refuse to attach links to infringing goods or services; the affiliate must remove links to infringing goods when this is detected or upon request. In other words, if your business engages influencers or collaborators to sell through livestreams and affiliate links, legal responsibility does not stop with the person on screen but comes back to you as the seller.
Cross-border e-commerce and foreign investors
Chapter IV of the law is dedicated to e-commerce with foreign elements, and this is the part that FDI enterprises and platforms with foreign owners need to read carefully. A foreign platform is treated as operating in Vietnam if it offers a Vietnamese-language display option, uses the ".vn" national domain, or reaches a certain transaction threshold with buyers in Vietnam.
In that case, depending on the model, the platform operator may have to establish a legal entity in Vietnam, or appoint a representative or an authorised legal entity. Where an international treaty does not permit a requirement to establish a legal entity, the platform must still appoint an authorised legal entity and place a deposit at a bank in Vietnam to guarantee compensation to consumers and the performance of financial obligations to the State. This is a point foreign businesses often overlook when a market appears to need only a Vietnamese-language website.
For foreign investors who wish to operate a platform in Vietnam themselves, the law makes clear that this is a conditional sector:
For an FDI enterprise, this provision ties the e-commerce plan to the market-access conditions of investment law, which means it must be worked out from the licensing and ownership-structure stage and cannot be dealt with after the platform is already running.
Legal risks and mistakes businesses easily make
Most problems arise not from deliberate violations but from a misunderstanding of the scope of application. A few situations recur in practice.
The first is the mindset that "I only sell in small volumes on a marketplace, so compliance is the platform's job." In reality, sellers have their own set of obligations: providing information for identity verification, declaring the correct business name and place of business, and presenting documents on the conditions for conditional business lines. If identity verification is not completed, you may not be allowed to sell.
The second is operating first and handling procedures later. The law requires notification to, or registration with, the competent state authority before a platform is operated, depending on the model. Skipping this step is a violation from the very start.
The third is livestreaming by old habits: letting the presenter overstate a product's uses, lacking advertising-content confirmation for goods that require it, or using a streamer whose identity has not been verified. The fourth, for foreign-invested businesses, is operating a marketplace or a social network engaged in e-commerce without reviewing the market-access conditions.
The sanctions are not light. Depending on the nature and severity, organisations and individuals in violation may face administrative penalties, blocked access or suspension of the platform's transaction functions, content takedowns, suspension or termination of accounts, forced remedial measures and compensation; where signs of a criminal offence exist, the matter may be considered for criminal handling. One misunderstanding about the transitional period, in particular, can make businesses complacent.
The wording here is very specific, and that very specificity is easy to misread.
How DEDICA helps businesses adapt to the new law
Feeling behind on a statute that has just taken effect is normal, especially for a business without its own legal department. The issue is usually not that the business did something wrong, but that no one has been tracking developments to identify exactly which obligations apply and in what order to address them. This is where ongoing legal advisory services, or an outsourced legal department, prove their value.
For the Law on E-Commerce 2025, DEDICA can help a business identify the correct platform model and the corresponding set of obligations, set up compliance processes such as seller identity verification, information disclosure and livestream rules, review contracts with marketplaces, logistics providers and payment intermediaries, and monitor developments to give early warning when implementing decrees are issued. For foreign businesses, we advise on market-access conditions, options for establishing a legal entity or appointing a representative, and the bank deposit, and we provide bilingual support so overseas teams can keep up. What sets us apart is that every advisory work product is reviewed by an experienced lawyer before it reaches the client, and the cost of an ongoing package is usually far smaller than a single penalty or having a storefront taken down in the middle of a selling season.
Conclusion
To be ready for the Law on E-Commerce 2025, a business can follow five steps. First, identify which of the four platform models it belongs to, because obligations follow the model. Second, review the platform obligations: seller identity verification, information disclosure and the criteria of the display-priority algorithm. Third, if there is livestreaming or affiliate marketing, build the operating rules and prepare advertising-content confirmations, while controlling the content of presenters and affiliates. Fourth, if there are foreign elements, check the requirements to establish a legal entity, appoint a representative, place the deposit and meet market-access conditions. Fifth, review old notification and registration dossiers to make correct use of the transitional deadline of 30 June 2027. The two things most likely to cost a business are misreading the transitional period as a postponement of all obligations, and overlooking the implementing decrees soon to be issued. If you do not have a legal team following closely, assigning an ongoing advisory firm to review now is far more proactive and less costly than dealing with matters after a penalty has been imposed.
If your business sells, operates a platform or invests in e-commerce in Vietnam, do not wait until you are warned before reviewing your position. DEDICA Law Firm can quickly assess your level of compliance with the Law on E-Commerce 2025, identify the obligations that apply to your model, and accompany you with updates as implementing decrees are issued. Contact DEDICA for advice tailored to your business's specific situation.
This article is for reference only, based on the law in force at the time of writing, and may change when guiding documents are issued. Each business has its own model and legal risks; please consult a DEDICA lawyer for accurate advice on your specific situation.
