Guide to Setting Up a Business in E-Commerce in Vietnam

Introduction

Vietnam’s e-commerce sector has experienced explosive growth over the past decade, driven by a young population, increasing internet penetration, and the rapid adoption of digital payment systems. For investors both domestic and foreign this sector presents one of the most dynamic and high-potential opportunities in Southeast Asia.

However, despite its openness, Vietnam’s e-commerce industry is strictly regulated under a comprehensive legal framework. Businesses must comply not only with general enterprise and investment laws but also with specialised regulations governing online commercial activities, consumer protection, and data management.

This guide provides a detailed, up-to-date overview of how to set up an e-commerce business in Vietnam, based on current regulations such as the Law on E-Commerce 2005, the Decree 52/2013/ND-CP on e-commerce (as amended by Decree 85/2021/ND-CP), and relevant guiding circulars issued by the Ministry of Industry and Trade.

What is E-Commerce?

E-commerce in Vietnam is legally defined as the conduct of part or all of commercial activities by electronic means connected to the internet, mobile telecommunications networks, or other open networks.

This includes activities such as online sales of goods and services, digital marketing, electronic payment processing, and online customer service.

Under Vietnamese law, e-commerce is not limited to large platforms. Even individuals selling products via websites or mobile applications can fall within the regulatory scope if their activities meet certain thresholds.

The legal framework aims to ensure transparency, protect consumer rights, and maintain fair competition in the digital marketplace.

Forms of E-Commerce Activities in Vietnam

Vietnamese law classifies e-commerce activities into several distinct categories. Understanding these classifications is crucial because each type is subject to different regulatory requirements.

An E-Commerce Sales Website

An e-commerce sales website is a platform created by a business or individual to sell its own goods or services directly to customers.

This is the most common form of e-commerce, used by small businesses and brands operating independently. Examples include company-owned websites where products are listed, orders are placed, and payments are processed.

Under Decree 52/2013/ND-CP, these websites must be notified to the Ministry of Industry and Trade before operation.

An E-Commerce Trading Floor

An e-commerce trading floor is a platform that allows multiple merchants to conduct transactions. These include marketplaces where third-party sellers can list products and interact with customers.

Well-known examples in Vietnam include platforms like Shopee and Lazada.

Operating an e-commerce trading floor involves stricter regulatory requirements, including mandatory registration (not just notification), internal management systems, and mechanisms for handling disputes and consumer complaints.

Online Promotion Website

An online promotion website is designed to provide promotional services such as discounts, vouchers, and group buying deals.

These platforms act as intermediaries between businesses and consumers, offering marketing tools to attract customers.

Due to their role in influencing consumer behaviour and pricing, they are subject to specific regulations regarding transparency and advertising compliance.

Online Auction Website

Online auction websites allow users to bid on goods or services, with transactions completed through a competitive bidding process.

This model is less common in Vietnam but still regulated under Decree 52. Operators must ensure fairness, transparency, and proper disclosure of auction rules.

Investment Registration Procedure for an FDI Company in E-Commerce in Vietnam

For foreign investors, setting up an e-commerce business involves a multi-step process that includes both investment and enterprise registration.

Investment Registration Certificate (IRC) Application

The first step for foreign investors is to obtain an Investment Registration Certificate under the Law on Investment 2020.

The IRC application requires detailed information about the investment project, including business scope, capital contribution, location, and implementation timeline.

E-commerce is generally open to foreign investment, but certain activities—such as operating a trading floor—may be subject to additional scrutiny or conditions.

The processing time typically ranges from 15 to 30 working days, depending on the complexity of the project.

Enterprise Registration Certificate (ERC) Application

Once the IRC is approved, the investor proceeds to apply for an Enterprise Registration Certificate under the Law on Enterprises 2020.

This step establishes the legal entity in Vietnam. The process can be completed online via the National Business Registration Portal and usually takes three working days if the dossier is valid.

E-Commerce Website Registration with Ministry of Industry and Trade

After establishing the company, the next step is to register or notify the e-commerce website with the Ministry of Industry and Trade (MOIT).

Sales websites require notification, while trading floors, promotion websites, and auction platforms require formal registration.

This process is conducted through the MOIT’s online portal and involves submitting detailed information about the website, business model, and operational policies.

Failure to comply with this requirement can result in administrative penalties and suspension of operations.

Banned Activities in E-Commerce

Vietnamese law strictly prohibits certain activities in the e-commerce sector to protect consumers and maintain market integrity.

These include trading in prohibited goods and services, providing false or misleading information, and engaging in fraudulent or deceptive practices.

Other banned activities include impersonating other organisations, illegally collecting customer data, and using e-commerce platforms for money laundering or other unlawful purposes.

Violations can lead to severe penalties, including fines, suspension of business activities, and even criminal liability in serious cases.

Key Requirements for an FDI Company in E-Commerce in Vietnam

Foreign Ownership Structure

Vietnam generally allows 100% foreign ownership in e-commerce businesses, particularly for sales websites.

However, for certain models such as e-commerce trading floors, foreign investors may need to meet additional conditions or obtain approvals from relevant authorities.

In practice, regulatory interpretation can vary, so investors should carefully assess their business model before structuring ownership.

Capital Requirements

Vietnam does not impose a fixed minimum capital requirement for most e-commerce businesses.

However, investors must declare a reasonable charter capital that reflects the scale and nature of their operations. Authorities may assess whether the proposed capital is sufficient to implement the project.

For trading floor operators, higher capital may be expected due to the complexity and risk associated with managing third-party transactions.

Legal Representative Requirements for an E-Commerce Company Organization Structure

Residency Requirements

Every company in Vietnam must have at least one legal representative who resides in Vietnam.

If the legal representative is absent from the country for more than 30 days, they must authorise another person to act on their behalf.

This requirement ensures that authorities can always contact a responsible individual within Vietnam.

Flexibility for Foreign Representatives

Foreign individuals can act as legal representatives of an e-commerce company.

However, they must meet residency requirements and may need to obtain appropriate visas or work permits.

This flexibility allows foreign investors to maintain control over their business while complying with local regulations.

Tax Obligations

E-commerce companies in Vietnam are subject to standard tax obligations, including corporate income tax, value-added tax, and personal income tax for employees.

Additionally, authorities have increased scrutiny of e-commerce transactions to prevent tax evasion, particularly for cross-border activities.

Businesses must maintain proper accounting systems and issue electronic invoices in compliance with tax regulations.

Challenges Facing E-Commerce Businesses

Despite its rapid growth, the e-commerce sector in Vietnam presents several challenges.

Regulatory compliance is one of the most significant hurdles, particularly for foreign investors unfamiliar with local laws.

Logistics and delivery infrastructure, while improving, can still be inconsistent in certain regions, affecting customer experience.

Competition is another major challenge, with established platforms dominating the market and new entrants facing high customer acquisition costs.

Finally, issues related to counterfeit goods and consumer trust remain ongoing concerns in the industry.

FAQs

Do I Need to Register a Company to Sell Online?

Yes, in most cases, you need to register a business entity if you are conducting regular commercial activities online.

Individuals selling occasionally may not need to register, but once the activity becomes systematic and profit-oriented, business registration is required under Vietnamese law.

Do I Need to Notify or Register My E-Commerce Website with Authorities?

Yes, this is a mandatory requirement.

Sales websites must be notified to the Ministry of Industry and Trade, while platforms such as trading floors must be registered.

Failure to comply can result in fines and operational restrictions.

What Information Must Be Displayed on an E-Commerce Website?

E-commerce websites must clearly display essential information, including the company name, address, contact details, business registration number, and terms of service.

They must also provide transparent information about products, pricing, payment methods, and return policies.

This requirement is designed to protect consumers and ensure accountability.

What Are the Tax Obligations for E-Commerce Businesses?

E-commerce businesses are subject to corporate income tax (typically 20%), value-added tax (usually 10%), and other applicable taxes.

They must also comply with electronic invoicing requirements and maintain accurate financial records.

Authorities have increased enforcement in this area, particularly for online sellers and cross-border transactions.

How Do I Protect My Brand in E-Commerce?

Protecting your brand in Vietnam involves registering trademarks, monitoring online platforms for infringement, and taking legal action when necessary.

Trademark registration should be carried out through the National Office of Intellectual Property of Vietnam to ensure legal protection.

In addition, businesses should implement internal measures such as secure payment systems and customer verification processes to build trust and credibility.

Conclusion

Setting up an e-commerce business in Vietnam offers immense opportunities but requires careful navigation of a complex regulatory landscape.

From investment registration to website compliance and tax obligations, each step must be handled with precision and awareness of current laws.

For investors who are well-prepared and strategically positioned, Vietnam’s e-commerce market remains one of the most promising in the region, combining rapid growth with increasing regulatory clarity and digital infrastructure development.