A foreign business that has sold into Vietnam for years through a website displaying Vietnamese or a ".vn" domain could face blocked access, suspension of its transaction function, or even administrative penalties from 1 July 2026 if it has not registered and has no legal entity or lawful representative in Vietnam. In cross-border e-commerce, the line between "operating normally" and "operating in breach" now comes down to a handful of procedural obligations that many businesses have yet to grasp.
Does your business have to establish a company in Vietnam, or is appointing a representative enough? At what transaction level does the registration obligation begin, and does a platform that has never set up an office in Vietnam fall within the law's scope? If you fail to complete the procedures before the law takes effect, what happens to the orders already flowing? These are the questions that many cross-border online sellers are asking as the Law on E-Commerce 2025 formally takes effect. Feeling uncertain at this stage is normal, not because the business has done something wrong, but because the legal framework has just changed and there is often no one on the team dedicated to tracking it. This article analyses who falls within scope, the new mandatory obligations, the compliance sequence and the risks to avoid.
The Law on E-Commerce 2025 and who falls within its scope
The Law on E-Commerce No. 122/2025/QH15 was passed by the National Assembly on 10 December 2025 and takes effect on 1 July 2026. For the first time, Vietnam has a dedicated statute at the level of a law for e-commerce, replacing the previous decree-based framework, and the point most relevant to foreign businesses is that the law devotes an entire chapter to e-commerce with foreign elements.
Its scope is very broad. The law governs not only domestic businesses but also foreign organizations and individuals whose e-commerce activities are directed at the Vietnamese market.
What surprises many business owners is that you do not need an office, warehouse or server in Vietnam to be treated as "having activities in Vietnam". Under Article 27, a platform is classified as a foreign e-commerce platform with activities in Vietnam when it meets any one of the following signs:
- It has a mechanism allowing Vietnamese to be selected as the display language.
- It uses the Vietnamese national domain ".vn".
- It reaches the transaction threshold with buyers in Vietnam.
What this means for you: a Vietnamese-language interface alone, or a large enough volume of orders from Vietnamese buyers, is enough for the legal obligations to arise, even if the company remains headquartered entirely abroad. The specific "transaction threshold" figure will be set by the Government in an implementing decree. As of early July 2026, that decree is still under public consultation, with a draft proposing around 100,000 transactions per year, but this is not yet the official figure. Therefore, even before reaching the transaction threshold, the other two signs, Vietnamese language and the ".vn" domain, are already enough to bring a business within scope.
The new mandatory legal obligations from 2026
How heavy the obligations are depends on your platform model. The law draws a clear distinction: a platform that only sells its own goods bears different obligations from a marketplace that lets others sell, and whether or not the platform has an online ordering function determines whether you merely need to appoint a representative or are required to establish a legal entity in Vietnam.
| Foreign platform model | Presence obligation in Vietnam |
|---|---|
| Direct-sales platform with an online ordering function | Appoint an authorized legal entity in Vietnam (Clause 2, Article 27) |
| Intermediary platform or e-commerce social network without an online ordering function | Appoint an authorized representative in Vietnam (Clause 3, Article 27) |
| Intermediary platform or social network with an online ordering function; integrated platform | Establish a legal entity in Vietnam; or, if an international treaty commits not to require a legal entity, appoint an authorized legal entity together with an escrow deposit at a bank in Vietnam (Clauses 4 and 5, Article 27) |
Whatever the model, every foreign platform within scope must complete registration with the competent state authority before operating. In addition, managing and operating an intermediary platform, an e-commerce social network and an integrated platform is classified as a conditional market-access business line for foreign investors. In other words, a business cannot simply register as a formality; it must meet the market-access conditions under investment law before it may lawfully operate.
Obligations on information transparency, identity verification and tax
Beyond the question of a legal entity or a representative, the law imposes a series of operational obligations that cross-border sellers must get right from the outset. This group of obligations is often overlooked because it is scattered across many provisions.
First is information transparency in Vietnamese. The contents on operating conditions and transaction conditions, including information about the platform owner, the privacy policy, the rights and obligations of the parties, and policies on price, payment, delivery, returns and refunds, must be disclosed in a prominent position, in Vietnamese, in a clear and non-misleading manner. Second is identity verification. An intermediary platform must carry out electronic identity verification of the seller before allowing sales, and where the seller or livestreamer is a foreigner, verification is done through lawful documents. With livestream selling booming, the platform must also publish its livestream rules, retain the image and audio of each broadcast for at least one year, and stop the broadcast as soon as a violation is detected.
Third, the foreign platform must act on behalf of foreign sellers to resolve Vietnamese buyers' feedback and complaints about goods and services, and may be jointly liable to compensate if a breach of its obligations causes harm to buyers. Fourth, for an integrated platform, there is also an obligation to comply with rules on cross-border data transfer and processing and on personal data protection.
Running alongside the Law on E-Commerce is the tax obligation. Under the law on tax administration for business activities on digital platforms, specifically Decree 117/2025/ND-CP effective from 1 July 2025, an e-commerce platform with ordering and payment functions, whether domestic or foreign, must withhold, declare on behalf of and remit value-added tax and personal income tax for each transaction of household and individual businesses on the platform. This is a separate stream of obligations, with its own timeline and calculation method, so businesses should review it at the same time as their obligations under the Law on E-Commerce to avoid complying on one side while leaving a gap on the other.
The compliance sequence and the 30 June 2027 transitional milestone
To bring operations into proper order, cross-border online sellers should follow this sequence:
- Identify your platform model (direct-sales, intermediary, e-commerce social network or integrated) and whether or not it has an online ordering function, since this is the factor that decides whether you must establish a legal entity or only appoint a representative.
- Carry out the corresponding presence option: establish a legal entity in Vietnam, or appoint an authorized legal entity or representative; where you fall within the category exempt from establishing a legal entity under an international treaty, make the escrow deposit at a commercial bank in Vietnam.
- Prepare and complete the platform registration procedure with the competent state authority before operating, and at the same time review the market-access conditions for foreign investors.
- Standardise operations: disclose information in Vietnamese, set up a mechanism to verify sellers' identity, a mechanism to receive complaints, retain contract and livestream data for the periods required by law, and connect for periodic reporting.
On timing, many businesses are counting on the transitional provision. The law allows e-commerce websites and applications that were confirmed as notified or registered before the law's effective date to continue operating in accordance with their registered contents until the end of 30 June 2027.
Legal risks and common mistakes in practice
The most common mistake is to assume that "if there is no presence in Vietnam, Vietnamese law cannot reach you". As analysed above, merely displaying Vietnamese or using the ".vn" domain is enough to trigger the obligations. The consequences of non-compliance do not stop at a reminder. The law sets out the forms of handling clearly.
For a business whose entire Vietnamese revenue comes from a single platform, having access blocked or the transaction function suspended means an immediate loss of revenue, not to mention the cost and time to remedy the situation and be reinstated.
The second mistake is choosing the wrong level of obligation. Quite a few businesses assume that appointing a representative is all it takes, when their model is an intermediary marketplace with an ordering function and the law requires them to establish a legal entity in Vietnam. Getting this step wrong causes the registration dossier to be rejected and the entire timeline to start over. The third mistake is skipping identity verification of foreign sellers and livestreamers, or leaving the interface and transaction policies without a full Vietnamese version, thereby breaching the information transparency obligation. The fourth mistake is forgetting the role of representing and resolving complaints for Vietnamese buyers, only to discover, when a dispute arises, that the platform may be jointly liable to compensate. Finally, many businesses comply well with the e-commerce side but overlook the obligation to withhold and remit tax on behalf of sellers, or vice versa, creating a compliance gap that the business itself does not notice until an inspection occurs.
DEDICA's role in complying with cross-border e-commerce law
For a foreign business selling into Vietnam without an in-house legal team, the difficulty lies not in the law being too complex, but in there being no one to track each change and translate it into concrete action steps. This is precisely where a regular legal advisory service, the outsourced legal department model, proves its value. DEDICA helps businesses identify the correct platform model and the corresponding level of obligation, prepare the presence option in Vietnam (establishing a legal entity or appointing a representative, and posting an escrow deposit where needed), complete the registration procedure, review Vietnamese-language disclosure policies and verification and complaint mechanisms, and monitor the implementing decree to update the transaction threshold and detailed requirements as soon as they are issued.
DEDICA's team combines legal staff and experienced lawyers, with bilingual English and Chinese support for foreign businesses, so that advisory work is always carefully checked before delivery. Set the cost of a regular advisory package against the loss from a single transaction suspension or a tax arrears assessment, and most businesses will find this a far more reasonable preventive cost than the cost of handling a problem after it has occurred.
Conclusion
From 1 July 2026, cross-border online sellers entering Vietnam should review their compliance in four steps: (1) identify the platform model and whether it has an online ordering function, since this is the factor that decides whether to establish a legal entity or only appoint a representative; (2) carry out the corresponding presence option, together with an escrow deposit if exempt from establishing a legal entity under an international treaty; (3) register the platform with the state authority and review the market-access conditions for foreign investors; (4) standardise operations, including Vietnamese-language disclosure, seller identity verification, a complaint mechanism, data retention and tax obligations. The three mistakes that cost businesses the most are: assuming that having no office in Vietnam puts them outside the law's scope, choosing the wrong level of obligation between establishing a legal entity and appointing a representative, and relying on the 30 June 2027 deadline that applies only to platforms already registered beforehand. If you are unsure which group your business falls into, the safest step is to have a lawyer determine your model and compliance roadmap from the very start.
Every cross-border seller has a different platform model, market and set of international commitments, so the specific obligations differ as well. DEDICA Law Firm accompanies businesses from identifying the model and building the presence option in Vietnam through to completing registration and operating in compliance with the law. Contact DEDICA to have a lawyer review your level of compliance and build a suitable roadmap for your platform before the deadlines tighten.
This article is for reference based on the law in effect at the time of writing. Some details still await the implementing decree. Each business has its own circumstances and legal risks; please consult a DEDICA lawyer for advice tailored to your specific situation.
