Vietnam’s National Assembly adopted Law No. 122/2025/QH15 on Electronic Commerce on December 10, 2025, effective July 1, 2026. This new law replaces older decree-based rules (notably Decree 52/2013/ND-CP) with a unified statutory framework. It expands platform categories, mandates registration/licensing for domestic platforms, and imposes strict new obligations on online marketplaces, livestream sellers, affiliate marketers, and cross-border operators. Key changes include enhanced transparency, mandatory identity verification, joint liability for consumer damages, and new registration or local‐presence requirements for foreign platforms.

Overview

The 2025 E-Commerce Law (Effective July 1, 2026) creates a comprehensive legal framework for online trade by both domestic and foreign entities. It applies to all organizations and individuals conducting e-commerce in Vietnam, defined broadly as any part of a commercial transaction conducted electronically. The new law is structured into 7 chapters and 41 articles, and is developed with a developmental and facilitative orientation, aiming to enhance regulatory effectiveness and protect the legitimate interests of businesses and consumers, featuring several new and notable provisions[1].

Prime Minister: The E-Commerce Law must both ensure effective regulation and foster development

Source: VGP/Nhật Bắc

Notably, the law explicitly excludes specialized fields already governed by other laws (for example, banking, securities trading, and online app stores). The law introduces general prohibitions on illegal products and practices, for instance, selling counterfeit, smuggled, expired, or quality-violating goods and engaging in fraud or consumer deception is strictly forbidden. Violations can trigger administrative fines, blocking or suspension of platform functions, and even criminal charges.

Key Provisions and Implications updates

Expansion of Regulatory Scope and Applicability

Unlike Decree No. 52/2013/ND-CP (as amended by Decree No. 85/2021/ND-CP), the 2025 Law on E-Commerce (“E-Commerce Law 2025”) no longer limits its regulatory coverage to traditional e-commerce websites or online marketplaces. The law is the first to recognize four distinct types of e-commerce platforms, reflecting diverse online business models:

Direct-selling e-commerce platform: an e-commerce platform established by an organization or individual to directly sell goods or provide services (traditional online marketplaces or retailer sites).

Intermediary e-commerce platforms: an e-commerce platform that allows other organizations or individuals to register accounts to introduce, sell goods, or provide services on that platform.

Social media e-commerce platforms: a social networking platform that integrates at least one of the following functions: online communication, online ordering, or livestream sales, in order to facilitate contract formation and the conduct of e-commerce activities.

Integrated e-commerce platforms: platforms that package multiple e-commerce websites/apps into a single service.

This classification serves as an important basis for accurately determining the corresponding legal liabilities of each entity, in accordance with their respective roles and level of involvement in the transaction.

Major e-commerce platforms in Vietnam

Source: Cafebiz

In addition, the E-Commerce Law 2025 provides comprehensive regulations on:

– Policies for the development of e-commerce

– E-commerce platforms and the responsibilities of organizations and individuals engaged in e-commerce activities

– Cross-border e-commerce activities

– Responsibilities of entities providing e-commerce support services

– The application of technology in state management and enforcement against violations in the e-commerce sector

Pursuant to Article 2 of the E-Commerce Law 2025, the law applies to both domestic and foreign organizations and individuals participating in e-commerce activities in Vietnam.

Obligations for Platform Operators

All e-commerce platforms, regardless of type, face new transparency and consumer protection obligations. In practice, this means:

Information Disclosure: Platforms must clearly publish in Vietnamese their operator identity, privacy/confidentiality policy, and the rights and obligations of buyers and sellers. They must also explain how to submit and resolve complaints, ensuring that feedback channels are accessible and user-friendly. Large platforms must report periodically via the national E-commerce Management System.

Transaction Transparency: Platforms with online purchasing functions must publish pricing structures, fees, payment and delivery terms, product ranking criteria, livestreaming rules, and return/refund policies. Buyers must be able to review contractual terms before confirming orders. Transaction data must be retained for at least three years after contract completion.

Content Monitoring and Removal: Platforms are required to “censor” or block any seller listings that violate Vietnamese law, for example, listings of prohibited, counterfeit, smuggled or IP-infringing goods. Upon notice of unlawful content or any regulatory request, platforms must promptly remove or disable offending listings.

Product Recall and Refunds: Where defective products are identified, platforms must coordinate recalls, notify customers, facilitate returns, and ensure compensation in accordance with consumer protection laws.

Algorithm Transparency: Platforms that use algorithms to rank or recommend products must disclose the main factors used in those algorithms. Buyers must be able to see why certain products are prioritized.

Liability: Platforms bear joint liability for consumer harm if they fail to fulfill legal obligations, allowing affected buyers to seek compensation from both sellers and platforms.

Domestic and intermediary platforms, therefore, face much stricter compliance burdens than before. They must implement routine seller vetting (including verifying business licenses and product quality documents submitted by sellers), real-time content checks, prompt takedown mechanisms, customer-service pipelines, and record-keeping systems. Intermediary platforms also must authenticate sellers’ identities (and foreign sellers by legal documents) before allowing sales. Social media platforms with selling functions have similar duties, plus separating purely social content from commercial listings.

Livestream Commerce and Affiliate Marketing

The 2025 law is the first to explicitly regulate livestream shopping and affiliate marketing in Vietnam. These are entirely new provisions introduced to fill existing legal gaps. These fast-growing segments carry specific rules:

Livestream Sales: Platforms must publish livestream regulations and enforce them. They must verify and record the identity of every livestream host before broadcasting. During livestreams, hosts must not make false or misleading claims about products, must not display unethical content, and must terminate streams immediately at regulators’ request. Platforms must provide on-screen warnings for any high-risk products and must archive all livestream video/audio for at least one year for inspection.

Affiliate Marketing: Firms and individuals offering affiliate (referral-based) marketing services must verify each affiliate marketer’s identity before allowing them to use links or codes. They cannot facilitate links to illegal or unregistered goods, and must remove unlawful affiliate links upon notice. Affiliate marketers themselves must supply personal identification to the service provider and must not promote products on unregistered or prohibited platforms.

Cross-Border E-Commerce

For foreign companies, the new law emphasizes accountability to Vietnamese authorities. The law stipulates that foreign e-commerce platforms using the Vietnamese language, the “.vn” domain name, or reaching a specified transaction threshold in Vietnam must establish a legal entity or appoint an authorized representative in Vietnam.

Authorized Local Entity: A foreign operator of a sales platform with online ordering in Vietnam generally must appoint a Vietnamese legal entity (a subsidiary or branch) or other authorized organization to act on its behalf.

Authorized Representative: If the foreign platform is an intermediary or social-media platform without ordering capabilities, it must name a Vietnamese representative to liaise with authorities.

Legal Entity for Complex Platforms: Intermediary or social-commerce platforms with ordering functions, as well as any integrated e-commerce platform, must establish a Vietnamese legal entity.

In cases where an international treaty to which Vietnam is a member contains commitments prohibiting the requirement to establish a legal entity, for foreign platform operators without a commercial presence in Vietnam, the Law requires the placement of a security deposit at a bank to ensure compensation for consumers and the fulfillment of financial obligations to the State.

In brief, cross-border companies should treat Vietnam as a jurisdiction with “conditional market access” for e-commerce. They need to prepare for (a) a formal registration process, (b) potential licensing or local entity creation, and (c) compliance with Vietnamese regulations, even if their servers and management are abroad. These provisions were not present in the old regime, and they align Vietnam with global trends in regulating foreign tech services.

Data, Technology, and Oversight

The law introduces digital enforcement mechanisms, centered on a national E-Commerce Management System (http://online.gov.vn/), where platforms and supporting services register, report, and receive government notifications. This is a system developed, managed, operated, and utilized in a synchronized and unified manner by the Ministry of Industry and Trade to oversee and promote the development of e-commerce, and it is connected to the National Public Service Portal. This system will also publish approved e-commerce platforms and certified electronic-contract providers, aiding transparency. All platforms and certain support service providers (logistics, payments, data centers, etc.) must feed data into this system upon request. A connected E-Commerce Database will enable inter-agency oversight, allowing regulators to access seller information, transaction histories, and logistics data for inspection and risk monitoring.

Platforms must retain records (at least three-year order archives) and implement dispute-resolution systems. The law also mandates compliance with Vietnam’s Data protection and cybersecurity framework, including cross-border data transfer safeguards, ensuring full regulatory alignment and coordinated enforcement.

Consumer Protection and Liability

The Law strengthens consumer protection and enhances transparency in the digital environment. It requires e-commerce platforms to publicly disclose comprehensive information regarding ownership, personal data protection policies, the rights and obligations of participating parties, and the key criteria of algorithms used to prioritize product displays[2]. Sellers are permitted to operate only after completing electronic identity verification, thereby enhancing consumer trust and improving overall safety in online transactions.

Complete and enhance the ecosystem of e-commerce support services.

The Law introduces additional regulations applicable to organizations providing e-commerce support services, including technical infrastructure services, payment and intermediary payment services, logistics, and electronic contract certification. These entities are required to ensure information security and data protection, and to coordinate with platform operators in preventing, detecting, and handling violations of law.

Penalties and Enforcement

Non-compliance carries heavy consequences. The law supplements traditional fines with operational penalties. Regulators can order platforms to block access or suspend e-commerce functions if serious violations occur. Criminal prosecution is possible for egregious conduct (for example, knowingly facilitating the trade of prohibited goods or large-scale fraud). Support services (payment, logistics, electronic certification providers) must also cease services for any platform publicly flagged as violating e-commerce laws.

Conclusion

The Law is formulated with a development-oriented approach, placing enterprises and citizens at the center while safeguarding the freedom of business within the bounds of the law. It establishes a transparent, stable, and level playing field, encouraging private enterprises, household businesses, and individuals to invest, adopt technology, innovate business models, and engage more deeply in e-commerce activities.

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[1] https://vanban.chinhphu.vn/?pageid=27160&docid=216503&classid=1&orggroupid=1

[2] https://thanhtra.com.vn/doanh-nghiep-70CE54C31/luat-thuong-mai-dien-tu-hieu-luc-tu-172026-co-gi-moi-fd5a097f0.html