A seller opens a storefront on your platform, floods it with counterfeit goods, then locks the account and disappears, and the buyer turns to the platform itself for compensation. From 1 July 2026, this is no longer hypothetical: the Law on E-Commerce 2025 sets out, for the first time, the joint liability of e-commerce platforms for the harm suffered by buyers. Misread this boundary, and a business operating a platform may end up paying for someone else's fault.
Your platform merely connects buyers and sellers, so why might you have to pay compensation when a seller's goods turn out to be defective? Where is the line between being "only an intermediary" and being jointly liable together with the seller? And if the platform is operated by a foreign company, how do the obligations differ? These are questions that many platform operators, online sellers and foreign investors must now answer quickly as the new law takes effect. This article analyses the legal nature of joint liability, the grounds on which it arises, and the steps needed to keep the risk under control.
The nature of joint liability and what the new law provides
To understand why a platform can be drawn into paying compensation, we first need to understand what "joint liability" (lien doi) means in law. Under the Civil Code, where an obligation is a joint obligation, the party entitled may require any one of the obligors to perform the entire obligation.
Placed in the e-commerce context, this has a very practical consequence: if the platform is jointly liable, the injured buyer need not track down the vanished seller, but may require the platform itself to pay the full amount of compensation. The Civil Code also states the principle that where several persons together cause harm, they are jointly liable to the injured party, with each person's share determined according to the degree of their fault. In other words, joint liability is not an abstract concept but a legal route by which the buyer can recover losses from the party that is still present and able to pay, which is often the platform itself.
Previously, e-commerce activity in Vietnam was governed mainly by decrees and by the Law on Protection of Consumer Rights 2023. Vietnam now has a dedicated statute. The Law on E-Commerce 2025 (Law No. 122/2025/QH15) was passed by the National Assembly on 10 December 2025 and takes effect from 1 July 2026. The law classifies platforms into four groups: direct-sales platforms, intermediary platforms, social networks engaged in e-commerce, and integrated platforms. Which group you fall into determines the extent of your responsibility.
The crux lies with intermediary platforms, the most common model of "marketplaces" that allow others to register accounts and sell. For this group, the law states the compensation obligation directly:
For you, this wording means that the shield of "I am only an intermediary, so it is not my concern" no longer holds as firmly as before. Where a platform omits or incompletely performs the duties the law assigns to it, and the result is harm to buyers, the platform may have to compensate on its own or jointly with the seller.
The grounds on which a platform becomes jointly liable
One misunderstanding to dispel at once: joint liability does not arise automatically for every loss that occurs on the platform. It is tied to the platform's breach of a statutory duty. This is a crucial point, because it is both a warning and a way out for businesses: control the duties well, and you control the risk.
First, distinguish your position. If you operate a direct-sales platform, that is, you sell goods yourself, you bear responsibility as a seller, including the duty to recall and compensate for defective goods under consumer protection law. If you operate an intermediary platform, your responsibility is that of the manager of a "marketplace": you become jointly liable when a lax approach to your supervisory duties leads to harm. Social networks engaged in e-commerce and integrated platforms are likewise responsible in a manner corresponding to their model.
The law draws a clear line around conduct that a platform must not facilitate:
From that principle, the law spells out supervisory duties whose omission becomes a ground for attributing liability to an intermediary platform. Chief among them is the duty to carry out electronic identity verification of sellers before allowing them to sell, with foreign sellers verified through lawful documents. Next is the duty to review the content of product information created by sellers before it is displayed, so as to prevent counterfeit goods, prohibited goods and goods that infringe intellectual property rights. Alongside these are the duty to inspect, review, remove and handle violations promptly upon detection or upon receiving a report, the duty to receive and resolve complaints, and the duty to store contract data for at least three years.
What this means for you: joint liability is usually the consequence of letting the control gates above go slack, not a bolt from the blue that cannot be prevented. The buyer need only show that the platform failed to perform, or incompletely performed, a statutory duty, and that their loss is connected to that laxity.
Compliance duties that keep joint-liability risk under control
If joint liability is tied to a breach of duty, the best defence is to perform those duties in full and to keep evidence that you have done so. Below are the key items a platform should review and build into its operating procedures:
- Complete the notification or registration procedure with the competent state authority before operating the platform, depending on your platform model.
- Publicly disclose, in a prominent position and in Vietnamese, the operating conditions, transaction conditions, operating rules and the channels for receiving and resolving feedback and complaints.
- Carry out electronic identity verification of sellers before allowing them to sell, and retain that identity information.
- Review the content of goods and services posted by sellers before it is displayed on the platform.
- Operate an online system for receiving and resolving complaints, handling them promptly and without discrimination, and ensuring that decisions are subject to human oversight rather than relying solely on automated mechanisms.
- Remove and handle violations as soon as they are detected, and store data on goods and on concluded contracts for the periods required by law.
- For livestream selling, verify the identity of the livestreamer, publish the operating rules, stop the broadcast and remove content upon detecting a violation, and store the image and audio data of the livestream.
Each item on the list above is at once a compliance duty and exculpatory evidence should a dispute arise later. A record showing that you verified the seller, reviewed the content and handled complaints on time is precisely what allows a platform to prove that it did not breach its duties, and thereby to stay out of the scope of joint liability.
The foreign element: obligations of platforms and foreign investors
For FDI enterprises and foreign-operated platforms, the new law adds a further layer of obligations tied directly to the ability to compensate Vietnamese consumers. A foreign platform is regarded as "engaged in e-commerce in Vietnam" when it offers a Vietnamese-language display, uses the ".vn" national domain, or reaches a transaction threshold with buyers in Vietnam. In that case, depending on the model, the platform must appoint an authorised representative or establish a legal entity in Vietnam before operating.
Notably, where an international treaty allows a platform not to establish a legal entity, the law still imposes a clear financial obligation:
A legal entity or authorised representative in Vietnam is not merely a "contact address". It is responsible for coordinating the resolution of buyers' feedback and complaints, handling defective goods and taking part in determining liability for compensation. In addition, operating an intermediary platform, a social network engaged in e-commerce or an integrated platform is classified as a business line with restricted market access for foreign investors. For you, this means that a foreign business wishing to operate or invest in a platform must factor in the corporate structure, the market-access procedures and the escrow obligation, all of which revolve around ensuring that Vietnamese consumers are compensated when harm occurs.
Legal risks and common mistakes in practice
Two opposing misconceptions need to be corrected. The first holds that the platform bears no responsibility for a seller's goods, because "the seller answers for it themselves". This is no longer correct under the new law. The second holds the opposite, that the platform must now shoulder every loss occurring on it. This is also wrong: joint liability arises only where the platform breaches a statutory duty and that breach leads to harm. Between these two extremes lies the real ground that businesses must manage.
The following situations readily push a platform into joint liability:
First, the platform sees itself as merely an intermediary and skips seller verification and content review. When a seller floods the market with counterfeit goods, then closes the account and disappears, the buyer cannot find the seller and turns to the platform. Having breached its verification and review duties, the platform will struggle to escape joint liability, and, under the principle of joint obligation, the buyer may require the platform to pay in full.
Second, the platform has a complaint mechanism but handles cases slowly or without human oversight. When a complaint about goods causing harm is not resolved in time, the business may face both an administrative penalty and joint liability for compensation. More severely, the law allows the competent authority to block access, suspend the platform's transaction functions, remove content or terminate offending accounts, directly affecting operations.
Third, a foreign platform operates in Vietnam but has not appointed a legal entity or representative and has not made the escrow deposit. When a complaint arises, Vietnamese buyers struggle to find a responsible point of contact, legal pressure converges on the representative entity, and the platform itself faces the risk of removal or access blocking for failing to meet the conditions to operate.
Fourth, in livestream selling, the platform does not verify the livestreamer and does not store the broadcast data. When livestream content is dishonest about a product's uses, origin or quality and causes harm to buyers, the absence of data makes it hard for the platform both to prove it fulfilled its duties and to support resolution of the dispute, and thus hard to escape its share of responsibility.
How DEDICA helps control joint-liability risk
Encountering a legal grey area when a new statute has just taken effect is common for businesses operating platforms, not because the business has done something wrong, but because it has not yet had time to build a suitable compliance structure. What matters is turning the duties in the law into concrete operating procedures before the risk becomes a dispute.
Through our ongoing legal advisory service, an outsourced in-house legal department model, DEDICA works alongside businesses to review and standardise the platform's operating rules, contracts and terms with sellers, and the mechanism for receiving and resolving complaints, while updating promptly once the implementing decree is issued. For foreign businesses, we support options for establishing a legal entity or appointing a representative in Vietnam, the market-access procedures and the escrow obligation, with bilingual support in English and Chinese. Every advisory work product is reviewed by a senior lawyer before it reaches the business, so that you can be confident the risks have been examined in the right places.
Conclusion
To control the joint liability of e-commerce platforms under the Law on E-Commerce 2025, businesses should grasp four points. First, joint liability does not arise automatically for every loss; it is tied to the platform's breach of a statutory duty that causes harm to buyers. Second, the key duties to perform and to document are: notifying or registering the operation, publicly disclosing the operating rules and transaction conditions, verifying seller identity, reviewing content, operating a complaint mechanism with human oversight, removing violations promptly, and storing data. Third, on the foreign element, a legal entity or representative in Vietnam must be appointed and an escrow deposit made to secure compensation for consumers. Fourth, on timing, the law took effect on 1 July 2026, platforms registered before then are covered by a transition until the end of 30 June 2027, and the implementing decree is expected in late 2026. The three mistakes that most often leave a business exposed are: treating oneself as a mere intermediary and skipping verification and review, handling complaints slowly or without oversight, and, for foreign platforms, failing to appoint a legal entity or make the escrow deposit. The most practical step right now is to review the platform's entire set of rules and operating procedures to close the duty gaps before the decree tightens the details.
Is your platform ready for 1 July 2026? Do not wait for a complaint or an inspection to act. DEDICA reviews platform models, operating rules, seller contracts and compliance plans for both domestic and foreign businesses, making the most of the transition period until 30 June 2027. Contact DEDICA to have a lawyer assess joint-liability risk for your specific platform model.
This article is for reference only, based on the law in force at the time of writing. Each business has its own operating model and legal risks; please consult a DEDICA lawyer for advice tailored to your specific case.
