Author:

Tran Phuong Nam – Lawyer

Nguyen Dinh Sac – Paralegal

In the context of robust growth in cross-border e-commerce (“E-commerce”) in Vietnam, an increasing number of international brands are choosing to reach Vietnamese consumers through digital platforms, independent websites, or partnerships with domestic e-commerce marketplaces. However, alongside market expansion opportunities is an increasingly stringent system of legal obligations concerning taxation, e-commerce, consumer protection, advertising, personal data, and imported goods management. In particular, the 2025–2026 period marks several notable changes as Vietnam enacts the Law on E-commerce 2025, effective from July 1, 2026, while simultaneously tightening the responsibilities of e-commerce platforms and foreign enterprises conducting business in Vietnam. 

1. Nature of Cross-border E-commerce Activities in Vietnam 

From legal and commercial practice perspectives, cross-border e-commerce can be understood as activities where foreign merchants or organizations provide goods or services to customers in Vietnam through electronic environments. Currently, these activities are primarily regulated by Decree No. 52/2013/ND-CP on e-commerce (as amended and supplemented by Decree No. 85/2021/ND-CP), along with relevant legal provisions on taxation, data, consumer protection, and cybersecurity. 

Depending on the scale and service delivery model, such entities shall be subject to corresponding legal obligations. Specifically, fundamental obligations include: 

• Tax Compliance: Fulfilling tax obligations in relation to revenue generated from the Vietnamese market (Article 73, Article 77 of Circular No. 80/2021/TT-BTC); 

• Customs and Import-Export Compliance: Adhering to legal regulations on customs procedures and import-export (Decree No. 08/2015/ND-CP as amended and supplemented by Decree No. 59/2018/ND-CP); 

• Specialized Licensing: Completing product notification procedures, quality inspections, and applying for specialized permits for conditional goods; 

• E-commerce Management: Complying with regulations on e-commerce management, digital platform provision, consumer rights protection, and dispute resolution; 

• Data Protection and Cybersecurity: Adhering to regulations on personal data protection, cybersecurity, as well as requirements relating to digital content, livestreaming, and online advertising (Article 68 of Decree No. 52/2013/ND-CP as amended by Decree No. 85/2021/ND-CP; Decree No. 356/2025/ND-CP on personal data protection; Cybersecurity Law 2018, and Cybersecurity Law 2025, effective from July 1, 2026). 

2. Legal Risks Relating to Commercial Presence and Regulatory Assessment Mechanisms 

Current regulatory trends indicate that legal presence requirements for foreign e-commerce platforms are becoming increasingly stringent. Notably, under the Law on E-commerce 2025 (effective July 1, 2026), foreign e-commerce platform operators conducting direct business with online ordering functions must appoint an authorized legal representative or establish a legal presence in Vietnam before the platform is displayed in Vietnamese, uses a “.vn” domain name, or reaches a certain transaction threshold with buyers in Vietnam, unless otherwise provided by law (Clause 2, Article 27 of the Law on E-commerce 2025). 

Practical factors often considered by regulatory authorities to determine compliance obligations include: 

• Establishment of warehousing systems or utilization of domestic logistics services/fulfillment centers (Legal basis: Law on Foreign Trade Management 2017; Customs Law 2014; Law on E-commerce 2025 regarding e-commerce activities with foreign elements); 

• Operation of official stores (flagship stores) on Vietnamese e-commerce platforms; 

• Use of the Vietnamese language on the platform and execution of direct marketing and advertising campaigns targeting Vietnamese consumers; 

• Integration of domestic payment gateways or support for payments in Vietnamese Dong (VND); 

• The deployment of operational personnel, commercial representatives, and customer service teams in Vietnam, and participation in after-sales processes and complaint resolution; 

• Recording of regular and continuous revenue streams from customers in Vietnam. 

Therefore, for international brands, choosing a market entry model in Vietnam is no longer merely a matter of operation or cost optimization, but increasingly a compliance issue that must be reviewed and evaluated from the initial stage of market entry strategy development. 

3. Management Responsibilities of E-commerce Platforms and Regulatory Trends from 2026 

Under legal regulations, foreign organizations owning sales websites or operating e-commerce platforms with users in Vietnam must perform the following management obligations: 

• Information Transparency: Publicly disclosing merchant identity, country of establishment, transaction policies, data protection policies, and complaint resolution mechanisms (Clause 2, Article 67b of Decree No. 52/2013/ND-CP as amended by Decree No. 85/2021/ND-CP). 

• Goods Control: E-commerce marketplaces are responsible for removing infringing products, preventing the sale of counterfeit goods, storing transaction data, and coordinating with regulatory authorities (Clause 3, Article 67a of Decree No. 52/2013/ND-CP as amended by Decree No. 85/2021/ND-CP). 

• Personal Data Protection & Cybersecurity: User data collection activities trigger compliance responsibilities under Decree No. 356/2025/ND-CP on personal data protection, Cybersecurity Law 2018, and Cybersecurity Law 2025 (effective July 1, 2026), along with regulations concerning cross-border data transfer. 

• Data Storage: Pursuant to the Law on E-commerce 2025, particularly for platforms with online ordering and payment functions, managing entities must store electronic contract data and transaction history for inspection, compliance monitoring, and violation handling purposes. 

The legislative orientation through the Law on E-commerce 2025 demonstrates a trend of strengthening the responsibilities of digital platform operators in controlling sellers and coordinating with state agencies. Sanctions for violations related to taxation, personal data, and advertising will be more strictly applied in the coming period. 

4. Legal Recommendations for International Brands 

To mitigate legal risks when implementing e-commerce activities in Vietnam, foreign enterprises need to develop a legal compliance strategy from the very beginning of market entry. In practice, legal risks often arise not from a lack of market demand, but from the implementation of operational models that are inconsistent with Vietnam’s investment, trade, and tax regulations. 

• Assessment of Marketability Conditions: It is necessary to review the legality of each product group. Not all types of goods can be sold directly through cross-border e-commerce channels. Certain products (cosmetics, food, medical devices, children’s toys, etc.) must undergo product notification, have Vietnamese sub-labels, and undergo specialized inspection before circulation. Deficiencies in these procedures often lead to risks of goods being detained at customs, forced re-export, or administrative penalties. 

• Review of Tax Obligations: Enterprises should thoroughly evaluate obligations related to Value Added Tax (VAT), Foreign Contractor Tax (FCT), electronic filing requirements, and the risk of constituting a “permanent establishment” in Vietnam. Particularly for models generating large revenues or having transactions with related parties in Vietnam, caution is required in revenue and cost allocation policies to limit transfer pricing audit risks. 

In the context of the 2025–2026 legal framework shifting toward stricter management, investing in a legal compliance system is no longer just a preventive measure but has become a prerequisite for international enterprises seeking to maintain stable operations and achieve sustainable growth in the Vietnamese market. 

Time of writing: May 21, 2026

The article contains general information which is of reference value. In case you want to receive legal opinions on issues you need clarification on, please get in touch with our Lawyer  at  info@cdlaf.vn

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• Legal Framework on Support for Innovative Startup Enterprises
• Digital signatures, timestamps, and ID codes in electronic labor contracts
• Guidance on Issuing Identification Codes for Electronic Labor Contracts under Circular 08/2026/TT-BNV
• Reduction of Conditional Business Lines Effective From July 1, 2026
• Outbound Investment by FDI Enterprises: Procedures under Decree 103/2026/ND-CP
• Foreign Ownership of Real Estate in Vietnam