FOREIGN‑OWNED BUSINESS ESTABLISHMENT SERVICES (2026): ESTABLISHING A FOREIGN-INVESTED E-COMMERCE COMPANY IN VIETNAM
Vietnam’s e-commerce market has grown rapidly in recent years, driven by digital payments, mobile shopping, social commerce, cross-border platforms, logistics development and changing consumer habits. For foreign investors, this creates significant opportunities to operate online retail stores, digital marketplaces, e-commerce platforms, online service platforms or hybrid models combining online sales with offline distribution.
However, establishing a foreign-invested e-commerce company in Vietnam is not only a matter of setting up a website or mobile application. E-commerce activities are subject to investment law, enterprise law, commercial law, e-commerce regulations, consumer protection rules, personal data protection requirements, taxation, cybersecurity and, in some cases, business licensing for retail distribution or e-commerce services.
The most important legal issue is to identify the exact e-commerce model. A company selling its own goods online is not regulated in the same way as a marketplace allowing third-party sellers to sell goods on its platform. A foreign-invested company providing e-commerce platform services may also face different licensing requirements from a foreign platform operating cross-border into Vietnam.
Prospective clients seeking assistance with procedures for setting up a construction company in Vietnam are kindly invited to contact Dai Quang Minh Law Firm via Hotline: 0932 191 299; Zalo: 0932 191 299; Email: info@quangminhlawfirm.com; Viber: (+84) 337 926 405; WhatsApp: (+84) 337 926 405; WeChat: (+84) 337 926 405 (ID: pouniverse) for complimentary consultation and comprehensive, efficient, and accurate legal services.
In addition, Dai Quang Minh Law Firm provides a wide range of services, including sub-licenses, business registration, investment, foreign labor, and ongoing legal advisory services for both domestic and foreign enterprises.
Contact:
- Zalo: 0932.191.299
- Gmail: info@quangminhlawfirm.com
- Viber: (+84) 337926405/ (+84) 869672216
- WhatsApp: (+84) 337926405/ (+84) 869672216
- Wechat: (+84) 337926405 (ID: _pouniverse)/ (+84) 869672216 (ID: DQM_Verna)
- Telegram: (+84) 337926405/ (+84) 869672216
I. LEGAL FRAMEWORK FOR E-COMMERCE ACTIVITIES IN VIETNAM
At the time of writing, Vietnam’s e-commerce activities are primarily regulated by Decree No. 52/2013/ND-CP on e-commerce, as amended by Decree No. 85/2021/ND-CP. Decree No. 85/2021/ND-CP expressly amends Decree No. 52/2013/ND-CP and continues to form an important part of the current e-commerce regulatory framework.
In addition, Vietnam has adopted Law No. 122/2025/QH15 on E-Commerce. This Law was issued on 10 December 2025 and will take effect on 1 July 2026. It creates a statutory framework for e-commerce development, platform regulation, responsibilities of participants in e-commerce activities, foreign-element e-commerce activities, e-commerce support services and technology-based regulatory management.
The 2025 Law on E-Commerce classifies e-commerce platforms into several models, including direct-selling e-commerce platforms, intermediary e-commerce platforms, e-commerce social networks and host e-commerce platforms. It also defines e-commerce activities as commercial activities conducted, in whole or in part, by electronic means.
For foreign investors, this means that the legal assessment should not only ask whether the company “does e-commerce”. The investor must determine whether the company will sell its own goods or services, operate a marketplace for third-party sellers, provide online promotion or auction functions, operate a social-commerce platform, support livestream sales, or provide a cross-border platform accessible to Vietnamese buyers.
II. MAIN E-COMMERCE BUSINESS MODELS FOR FOREIGN INVESTORS
A foreign-invested e-commerce company in Vietnam may generally fall into one of the following models.
First, an online retail model.
In this model, the company sells its own goods or services through its own website, mobile application or social media channels. For example, a foreign-invested company may sell cosmetics, fashion products, electronics, household goods, food products or other goods online. This model may require both e-commerce website notification and a review of retail distribution rights under Vietnamese law.
Second, an e-commerce marketplace model.
In this model, the company operates a platform where third-party sellers can register accounts, display goods or services, receive orders and transact with buyers. This model is more heavily regulated because the platform operator does not merely sell its own goods but provides an online trading environment for other sellers.
Third, a service-platform model.
Some platforms do not sell physical goods but provide online booking, service matching, subscription services, digital services or online service ordering. Depending on the service type, additional sector-specific conditions may apply.
Fourth, a cross-border e-commerce model.
Foreign platforms that sell into Vietnam or allow Vietnamese consumers to transact may also be subject to Vietnamese registration and compliance obligations. The 2025 Law on E-Commerce contains specific provisions for foreign e-commerce platforms operating in Vietnam, including registration requirements and, depending on the platform model, obligations to appoint an authorized representative or establish a legal entity in Vietnam.
In practice, the legal route depends heavily on the platform functions: whether there is online ordering, whether third-party sellers can open accounts, whether the platform uses Vietnamese language, whether it uses a “.vn” domain, whether it targets Vietnamese consumers and whether transaction thresholds are met.
WHY CHOOSE DAI QUANG MINH LAWFIRM
With years of practical experience in legal consulting, Dai Quang Minh Law Firm is a pioneer in corporate support services, specializing in fast and affordable company formation. Below are the reasons to choose business registration services at Dai Quang Minh Law Office:
Human Resources: Established in September 2009, with over 15 years of practical experience, Dai Quang Minh Law Firm brings together a team of lawyers and legal experts with long-standing expertise in private economic groups nationwide.
Consulting Policy: Clients are gifted a completely free legal consulting package when using services at Dai Quang Minh Law Firm.
Professionalism and Experience: Dai Quang Minh Law Firm has a workforce with in-depth knowledge of business formation, ensuring a swift and accurate consulting process.
Time-Saving: Using Dai Quang Minh Law Firm's services helps you save precious time as we handle the entire process and related procedures.
Legal Insight: Dai Quang Minh Law Firm ensures that all relevant legal regulations are strictly followed in accordance with the law.
Customization: Our consulting services are highly adaptable to your specific needs, allowing you to choose options suitable for your business.
Trusted Partner: Dai Quang Minh Law Firm has built a reputation for providing affordable business setup consulting to many enterprises and individuals nationwide.
Confidentiality Assurance: Dai Quang Minh Law Firm is committed to the absolute protection of your personal and business information.
Detailed Support: Dai Quang Minh Law Firm provides detailed advice and support regarding the process and requirements to help you better understand business formation.
Process Optimization: Our consulting helps optimize the business setup process, minimizing potential risks and difficulties.
Excellent Customer Experience: Dai Quang Minh Law Firm is dedicated to providing the best customer experience through professional advice and enthusiastic support.
Focus on Business Plans: By utilizing our registration services, you can focus on developing your business plans and core activities instead of worrying about legal procedures.
III. MARKET ACCESS AND INVESTMENT REGISTRATION
Foreign investors must review market access conditions before establishing an e-commerce company in Vietnam. Under Vietnam’s investment regime, foreign investors may generally access sectors that are not prohibited or restricted, but they must satisfy applicable market access conditions if the proposed business line is subject to restrictions. Decree No. 96/2026/ND-CP guides Vietnam’s current investment framework and foreign investor market-access rules.
For an e-commerce company, market access review should focus on both the e-commerce activity and the underlying goods or services. For example, a company selling ordinary household goods online may face a different legal assessment from a platform selling pharmaceuticals, medical devices, alcohol, cosmetics, food, educational services, financial services, travel services or other conditional goods and services.
The investment registration dossier should describe the investor, investment capital, charter capital, project objectives, business model, website or application functions, expected goods or services, operating method, revenue model, location, personnel and implementation schedule. If the company will provide marketplace services or other e-commerce services, the project objectives should be drafted carefully to avoid confusion between simple online retail and platform-service activities.
After completing the required investment procedure, the investor establishes the Vietnamese enterprise. Common corporate forms include a single-member limited liability company, multi-member limited liability company or joint stock company. The company’s registered business lines should match the actual e-commerce model and should be reviewed together with licensing requirements under e-commerce and trading regulations.
IV. BUSINESS LICENSE FOR RETAIL DISTRIBUTION AND E-COMMERCE SERVICES
Foreign-invested companies should pay special attention to Decree No. 09/2018/ND-CP. This Decree governs the sale of goods and other activities directly related to the sale of goods by foreign investors and foreign-invested economic organizations in Vietnam.
If the foreign-invested company conducts retail distribution of goods in Vietnam, it may need to obtain a business license before carrying out such activity. If the company sets up retail outlets, a separate retail outlet license may also be required depending on the case.
For e-commerce companies, this issue often arises in two situations. The first is where the company sells its own goods online to Vietnamese consumers. The second is where the company provides an e-commerce platform or marketplace for other sellers. In both cases, the licensing requirements should be reviewed before the website or application is launched.
If the company only provides technology services, software development, online marketing support or back-office services without directly selling goods or operating a regulated e-commerce platform, the licensing requirements may be different. Therefore, the investor should not use a broad description such as “e-commerce business” without specifying the actual activity.
V. NOTIFICATION OR REGISTRATION OF E-COMMERCE WEBSITES AND APPLICATIONS
Under Vietnam’s e-commerce rules, e-commerce websites and applications are generally divided into websites or applications for selling goods and services, and websites or applications providing e-commerce services.
A sales e-commerce website is normally used by a trader, organization or individual to sell its own goods or provide its own services. This type of website is generally subject to notification procedures with the Ministry of Industry and Trade through the e-commerce management system.
An e-commerce service website, such as an e-commerce trading floor or marketplace, online auction website or online promotion website, is generally subject to registration procedures. Decree No. 52/2013/ND-CP defines an e-commerce trading floor as an e-commerce website that allows traders, organizations and individuals other than the website owner to conduct part or all of the process of buying and selling goods or services on that website.
Therefore, a foreign-invested company operating its own online store may need to notify the sales website or application, while a company operating a marketplace for third-party sellers may need to register the e-commerce service website or application. If a website has both functions, both notification and registration requirements should be considered.
VI. COMPLIANCE OBLIGATIONS OF E-COMMERCE PLATFORM OPERATORS
A foreign-invested e-commerce company must comply with operational obligations after launching its platform. These obligations may include public disclosure of company information, terms and conditions, transaction procedures, payment methods, delivery policy, return and refund policy, complaint-handling mechanism and consumer protection information.
For marketplace operators, additional obligations normally apply. The platform should verify and manage seller information, require sellers to provide accurate information about goods and services, support complaint handling, coordinate with competent authorities, remove violating goods or information when required and retain transaction records.
The 2025 Law on E-Commerce strengthens platform responsibilities. It requires operators of e-commerce platforms to publicly disclose required information and implement responsibilities depending on the relevant platform model. It also requires compliance with laws on product and goods quality, data, cybersecurity, advertising, taxation, consumer protection and competition.
This is particularly important for platforms involving livestream sales, affiliate marketing, cross-border sellers, imported goods or products subject to quality control. The platform operator should not assume that all responsibility belongs only to sellers.
Prospective clients seeking assistance with procedures for setting up a e-commerce company in Vietnam are kindly invited to contact Dai Quang Minh Law Firm via Hotline: 0932 191 299; Zalo: 0932 191 299; Email: info@quangminhlawfirm.com; Viber: (+84) 337 926 405; WhatsApp: (+84) 337 926 405; WeChat: (+84) 337 926 405 (ID: pouniverse) for complimentary consultation and comprehensive, efficient, and accurate legal services.
In addition, Dai Quang Minh Law Firm provides a wide range of services, including sub-licenses, business registration, investment, foreign labor, and ongoing legal advisory services for both domestic and foreign enterprises.
Contact:
- Zalo: 0932.191.299
- Gmail: info@quangminhlawfirm.com
- Viber: (+84) 337926405/ (+84) 869672216
- WhatsApp: (+84) 337926405/ (+84) 869672216
- Wechat: (+84) 337926405 (ID: _pouniverse)/ (+84) 869672216 (ID: DQM_Verna)
- Telegram: (+84) 337926405/ (+84) 869672216
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