What Do Foreign Investors Need to Do to Launch an E-commerce Platform or Sell Online in Vietnam?

Vietnam’s e-commerce (e‑commerce) market is experiencing impressive growth, with annual transaction values reaching tens of billions of dollars and a rising internet consumer penetration rate. Many foreign investors see this as an “attractive pie,” especially as online business models like e‑commerce platforms, dropshipping, fulfillment services, or digital service platforms are developing strongly.

However, a “tasty pie” also comes with complex legal conditions. If foreign investors want to open an e‑commerce platform or operate online sales in Vietnam, they must go through many important legal steps—from choosing a suitable enterprise model, obtaining secondary licenses, to ensuring compliance with cybersecurity and personal data protection regulations.

This is not just a capital endeavor—it's a “legal marathon.”

What Should Foreign Investors Do to Launch an E‑commerce Platform in Vietnam?

If you’re considering launching an e‑commerce platform in Vietnam or implementing a cross-border online sales model, see this as a strategic journey requiring comprehensive preparation. From laying legal foundations, obtaining approvals, to operating securely—every step must be carefully calculated. Below are the essential steps foreign investors should take:

1. Establish a Legal Entity with Foreign Investment in Vietnam
First, investors need to set up a company in Vietnam. Based on DEDICA’s experience, this is the “foundation” for all subsequent operations. Company registration includes:

• Applying for an Investment Registration Certificate (IRC).

• Applying for an Enterprise Registration Certificate (ERC).

• Registering appropriate business lines such as “Retail of goods via the internet,” “E‑commerce platform services,” “Software provision,” etc.
  Some e‑commerce business lines are conditional for foreign investors, so careful consultation is needed regarding permitted foreign ownership thresholds and whether to structure the company as a joint venture.

2. Apply for an E‑commerce Platform License from the Ministry of Industry and Trade
If the business operates as an e‑commerce platform (e.g., connecting buyers and sellers like Shopee or Tiki), platform licensing is mandatory. The company must register its operation with the Department of E‑commerce and Digital Economy (Ministry of Industry and Trade), including:

• Seller service agreements.

• User data privacy policies.

• Complaint resolution mechanisms.

• IT system capable of data storage and security.
  This process can take 20–40 working days if the dossier is complete from the start.

3. Register, Declare Taxes, and Manage Cash Flow
Companies with foreign participation must register a tax code, open investment accounts, and comply with regulations on money transfers in and out of Vietnam. Additionally, e‑commerce platforms must fully fulfill their obligations to declare and pay:

• Value‑added tax (VAT).

• Corporate income tax (CIT).

• Contractor tax (for certain transactions with foreign partners).
  DEDICA often advises clients to set up tax management systems from the beginning to avoid being retroactively assessed or fined later.

4. Comply with Data Protection and Cybersecurity Regulations
Under the Cybersecurity Law and the Decree on Personal Data Protection, e‑commerce platforms must ensure:

• Clear policies on the collection, use, and storage of personal data.

• Tools allowing users to access, edit, or request deletion of their data.

• Data localization for Vietnamese users on servers located in Vietnam (if applicable).
  Non-compliance may result in suspension, fines, or significant remedial measures.

Practical Experience: How Did a DEDICA Client Successfully Launch an E‑commerce Platform?

A Chinese investor approached DEDICA with the desire to set up an e‑commerce platform specializing in health care products in Vietnam. Despite strong technical capacity and substantial capital, they faced hurdles in determining the right legal structure and obtaining the proper licenses.

We started with comprehensive legal strategy consulting, helped the investor choose a suitable corporate model, and drafted the full application dossier for investment registration, company formation, and e‑commerce platform licensing. After company establishment, DEDICA continued support by registering the brand, drafting template contracts, and developing user policies for the platform.

As a result, the platform received full licensing within 60 working days, began operating legally, and attracted trusted local partners. The investor not only avoided legal mistakes but also saved significant time in their market entry phase.

Important Tips to Help Foreign Investors “Take Off” Securely

• Prepare complete and accurate documents: Missing or improperly filled forms are common reasons for rejection.

• Use a law firm familiar with the market: A partner like DEDICA can help resolve administrative “bottlenecks,” especially when language and procedural differences exist.

• Keep up with legal changes: Regulations regarding e‑commerce and foreign investors change frequently, requiring continuous updates to ensure compliance.

Launching an e‑commerce platform or selling online in Vietnam presents a golden opportunity for foreign investors but also demands rigorous preparation from the very first step. Without a clear grasp of legal requirements, risks related to licensing, taxation, or disputes could derail or ruin investment plans.

Are you a foreign investor looking to open an e‑commerce platform or conduct online sales in Vietnam?
Let DEDICA accompany you through every step—from preparation to launch—to ensure legal compliance, save time, and optimize your investment’s effectiveness.

📞 Hotline: (+84) 39 969 0012 (WhatsApp, WeChat, Zalo support)
🏢 Head office: 144 Võ Văn Tần Street, Võ Thị Sáu Ward, District 3, Ho Chi Minh City
🕒 Office hours: Monday–Friday, 8:30 – 18:00

Contact us now for your first free consultation with our professional legal team!