Introduction

Vietnam's e-commerce market is projected to reach $39 billion by 2025, making it one of Southeast Asia's fastest-growing digital economies. With growth comes regulation — and compliance is essential for both domestic and foreign online businesses.

Legal Framework

Key regulations:

  • E-Commerce Decree 52/2013/ND-CP (amended by Decree 85/2021/ND-CP)
  • Consumer Protection Law 2023
  • Electronic Transactions Law 2023
  • Personal Data Protection Decree 13/2023/ND-CP
  • Cybersecurity Law 2018

Registration Requirements

E-commerce websites

All e-commerce websites must be registered or notified with MOIT:

Notification (for selling websites):

  • Complete online notification at online.gov.vn
  • Provide business registration, domain name, product categories

Registration (for e-commerce platforms):

  • More extensive requirements
  • Must demonstrate technical capability
  • Financial requirements
  • Content moderation policies

Social commerce

Selling through social media (Facebook, Zalo, TikTok):

  • Same tax obligations as traditional e-commerce
  • Must declare income from social selling
  • Platform operators have reporting obligations

Consumer Protection

Required disclosures

Online sellers must prominently display:

  • Full legal name and business registration number
  • Contact address and phone number
  • Product descriptions, prices (including all fees)
  • Return and refund policy
  • Delivery timeline and methods
  • Payment methods and security measures

Cooling-off period

  • Consumers have the right to return goods within 3 days for distance selling
  • Exceptions: perishable goods, personalized items, digital content

Prohibited practices

  • Misleading advertising or fake reviews
  • Hidden fees or surprise charges
  • Unauthorized use of customer data
  • Pyramid selling schemes disguised as e-commerce

Electronic Contracts

Validity

  • Electronic contracts are legally valid under the E-Transactions Law 2023
  • Electronic signatures are recognized
  • Terms and conditions must be clearly displayed and accepted

Cross-border contracts

  • Vietnamese consumer protection law applies when targeting Vietnamese consumers
  • Choice of law clauses may be limited
  • Vietnamese courts have jurisdiction for disputes involving Vietnamese consumers

Tax Obligations

For domestic e-commerce businesses

  • Corporate Income Tax: 20%
  • VAT: 10% (standard) or 8% (reduced rate if applicable)
  • Must issue electronic invoices for all transactions

For foreign e-commerce platforms

  • Must register for tax in Vietnam
  • VAT applies to digital services consumed in Vietnam
  • Withholding tax may apply
  • Major platforms must declare revenue from Vietnamese users

For individual sellers

  • Personal Income Tax on business income
  • Threshold: 100 million VND annual revenue
  • Must register with tax authorities

Cross-Border E-Commerce

Importing goods

  • Customs declaration required for all shipments
  • Import duties apply (rates vary by product category)
  • De minimis threshold: 1 million VND (no duty below this amount)
  • Prohibited and restricted goods list applies

Foreign seller obligations

  • Must comply with Vietnamese product standards
  • Labeling requirements (Vietnamese language)
  • Product liability applies
  • Must appoint a responsible representative in Vietnam

Data Protection

  • Comply with PDPD (Decree 13/2023)
  • Obtain consent for data collection
  • Implement data security measures
  • Cross-border data transfer restrictions
  • Data breach notification within 72 hours

Conclusion

Vietnam's e-commerce regulations are evolving rapidly. Staying compliant requires ongoing attention to legal changes and proactive compliance measures.

Contact Attorney Vo Thien Hien at Apolo Lawyers for e-commerce legal compliance advisory.