A security deposit is an important financial obligation for cross-border e-commerce platforms operating in Vietnam. Pursuant to Article 37, Article 38, and Article 49 of Decree No. 248/2026/ND-CP, the operator of a foreign e-commerce platform that has made the required security deposit (minimum VND 20 billion) is entitled to carry out the procedures for withdrawing the security deposit before the Ministry of Industry and Trade under three (03) specific circumstances. The time limit for issuing a written approval is 10 working days from the date of submission of a complete and valid application dossier.
1. Applicable Entities
Pursuant to Article 37 of Decree No. 248/2026/ND-CP, this procedure applies to foreign organisations that have made a security deposit in Vietnam, including:
- The operator of a foreign integrated e-commerce platform.
- A foreign intermediary platform with online ordering functionality.
- A foreign social media platform with online ordering functionality.
Examples: A foreign legal entity that directly operates a sales portal, integrating trade-in services, warranty services, and payment services in Vietnam; Cross-border e-commerce marketplaces operated by a foreign parent company, processing orders for Vietnamese consumers. Cross-border intermediary platforms for hotel reservations/airline ticket bookings with online ordering functionality and direct payment collection.
2. Cases in Which Withdrawal of the Security Deposit Is Permitted
A foreign enterprise may only apply for withdrawal of the security deposit if it satisfies one of the following conditions (Article 37 of Decree No. 248/2026/ND-CP):
- Case 1 (Change of the deposit bank): The platform operator has completed the placement of a security deposit of at least VND 20 billion with another commercial bank or a foreign bank branch lawfully operating in Vietnam.
- Case 2 (Registration application rejected): The platform operator has received a written decision from the competent state authority rejecting its application to register the e-commerce platform.
- Case 3 (Termination of operations and fulfilment of obligations): The platform operator has terminated its operational registration and has fully discharged all obligations, including: compensating users/partners for damages, fully complying with administrative sanction decisions, and fulfilling its tax obligations in Vietnam.
3. Procedures and Processing Time
The appraisal process and the issuance of a written approval for the withdrawal of the security deposit shall be received and processed directly by the Ministry of Industry and Trade (Pursuant to Section IV, Appendix I of Decree No. 248/2026/ND-CP):
Step 1: Determine the appropriate timing and submit the application dossier
Depending on the applicable case, the platform operator shall submit the application dossier for withdrawal of the security deposit to the Ministry of Industry and Trade according to the prescribed timeline:
- Case 1: Submit immediately upon obtaining the written confirmation that the required security deposit amount (minimum VND 20 billion) has been fully deposited with the new bank.
- Case 2: Submit immediately after receiving the notice rejecting the application for registration of the e-commerce platform.
- Case 3: Submit after the expiry of 90 days from the date on which the Ministry of Industry and Trade publicly announces the confirmation of the platform’s termination of operations on the E-commerce Activity Management System.
Step 2: Appraisal and review by the Ministry of Industry and Trade. Processing time: 10 working days.
Within 10 working days from the date of receipt of a complete and valid application dossier:
- If the conditions are satisfied: The Ministry of Industry and Trade shall issue a written approval permitting the platform operator to withdraw the security deposit from the bank.
If outstanding obligations arise (applicable to Case 3): If, during the 90-day waiting period, the Ministry of Industry and Trade receives a notification from a competent authority that the platform has not fulfilled its tax obligations, compensation obligations, or administrative penalty obligations, the Ministry of Industry and Trade shall consider handling the security deposit in accordance with the law and shall send an official notification to the enterprise.
4. Required Documents to Be Prepared
- Application for withdrawal of the security deposit according to Form No. 04 in Appendix II. The application must be prepared accurately in accordance with Form No. 04 in Appendix II issued together with Decree No. 248/2026/ND-CP. It should be noted that the commercial name, legal name in English/Vietnamese, and head office address of the foreign platform operator must match 100% exactly with the information stated in the foreign Business Registration Certificate/Certificate of Establishment and the data stored on the E-commerce Activity Management System of the Ministry of Industry and Trade.
- Document confirming the security deposit at the bank.
- Documents proving the completion of compensation for damages and the fulfilment of financial obligations to the State (if any). This applies where complaints, disputes, or breaches of contracts with consumers/online sellers in Vietnam arise during the operation of the platform. Examples: Bank transfer receipts, confirmation of refunds paid to buyers (or the return of security deposits/revenue to sellers); written agreements on the successful termination of disputes signed by the parties; written confirmation from the National Competition Commission (or the Consumer Protection Association) confirming that the platform has fully resolved complaints, petitions, and feedback…
5. Legal Recommendations from CDLAF Law Firm
The procedure for withdrawing the security deposit for foreign platforms involves a significant financial amount and requires coordination among multiple competent authorities (the Ministry of Industry and Trade, Tax Authorities, and Banks). CDLAF recommends that foreign enterprises pay attention to the following key factors:
- Managing the 90-day timeline (for Case 3): The 90-day period after the announcement of termination of operations is a “sensitive” period. Enterprises need to proactively review and completely resolve consumer complaints and contractual disputes with domestic sellers to avoid being issued a notice preventing the withdrawal of the security deposit.
- Confirmation of completion of tax obligations: Obtaining confirmation of the completion of tax obligations for foreign enterprises/platforms often takes a long time due to regulations on Foreign Contractor Withholding Tax (FCWT) or cross-border tax declarations. Enterprises should carry out tax finalisation in parallel with the process of terminating the platform.
- Accuracy of the Bank Confirmation Document: The bank confirmation document for the security deposit with the new bank (Case 1) or the existing bank must accurately match the legal entity information of the platform operator registered with the Ministry of Industry and Trade to avoid the application dossier being returned multiple times.
Comprehensive E-commerce Legal Review & Consulting Services at CDLAF
CDLAF Law Firm provides comprehensive legal solutions, accompanying enterprises to optimize resources, manage risks, and ensure absolute compliance in e-commerce activities:
- Operating model appraisal: Conducting in-depth analysis of business operations to accurately determine legal obligations and propose optimal compliance plans.
- Standardization of foundational legal dossiers: Drafting and appraising the complete set of General Trading Terms, Privacy Policies, and Personal Data Protection (PDP) Policies standardized according to the latest regulations.
- Turnkey procedure implementation: Representing enterprises in executing the entire process of declaration, explanation, and receiving Notification/Registration/Licensing confirmations on the National Public Service Portal.
📩 BOOK A CONSULTATION WITH CDLAF’S LEGAL TEAM
Do not let procedural errors disrupt your business plans. Contact CDLAF today to receive a preliminary risk assessment from our team of Lawyers and E-commerce Legal Experts:
Hotline/Zalo: [+84 909 668 216]
Email: info@cdlaf.vn
Why choose CDLAF’s service?
- We provide effective and comprehensive legal solutions that help you save money and maintain compliance in your business;
- We continue to monitor your legal matters even after the service is completed and update you when there are any changes in the Vietnamese legal system;
- Our system of forms and processes related to labor and personnel is continuously built and updated and will be provided as soon as the customer requests it;
- As a Vietnamese law firm, we have a thorough understanding of Vietnam’s legal regulations, and grasp the psychology of employees, employers, and working methods at competent authorities;
- CDLAF’s team of lawyers has many years of experience in the field of labor and enterprises, as well as human resources and financial advisory.
- Strict information security procedures throughout the service performance and even after the service is completed.
You can refer for more information:
- Transferring Employees to Perform Other Works: Key Considerations for Enterprises
- Lawful Labor Discipline: Procedures and Key Notes for Enterprises
- Non-Compete Agreements In Employment Relationships: Are They Enforceable In Vietnam?
- Determining “Serious Damage” in Disciplinary Dismissal
- What Must Social Networks and Online Platforms Do to Comply with the Personal Data Protection Law 2025?
