Key new highlights of the Law on E-commerce 2025

In the context of the rapid growth of digital consumption demand, e-commerce has developed swiftly and become an important driver of the economic growth. According to information from the Ministry of Industry and Trade, e-commerce in Vietnam has maintained an average growth rate of 20–30% per year[1], with market size reaching USD 31 billion, accounting for approximately 10% of total retail sales of goods and consumer services[2]. However, the current legal framework on e-commerce is primarily regulated by decrees, resulting in fragmented regulations and a lack of a systematic legal framework. Several new business models with complex issues arising from the digital economy have not been fully regulated, creating legal gray areas, and requiring a unified, consistent, and comprehensive legal framework to govern this sector. 

In response to this situation, on 10 December 2025, the National Assembly officially adopted the Law on E-Commerce 2025, which will take effect on 1 July 2026, marking the first time Vietnam has had a specialized law comprehensively regulating E-commerce activities. Below are several notable provisions of the Law. 

1. Classification of e-commerce platforms

An e-commerce platform is defined as a digital platform established to conduct e-commerce activities[3]. Accordingly, e-commerce platforms are classified into 04 types based on their operating models, including: 

• Direct e-commerce platforms: are e-commerce platforms established by organizations or individuals to directly sell goods or provide services[4]. 

• Intermediary e-commerce platforms: are e-commerce platforms that allow other organizations or individuals to register accounts in order to introduce, sell goods, or provide services on that platform[5]. 

• Social media platforms conducting e-commerce activities: are social media platforms that integrate at least one of the functions of online communication, online ordering, livestream sales to support the conclusion of contracts and the conduct of e-commerce activities[6]. 

• Integrated e-commerce platforms: are e-commerce platforms that allow the integration of other e-commerce platforms within the same platform, excluding platforms that only provide e-commerce support services, online communication services for the integrated e-commerce platform itself[7]. 

2. Seller identification on e-commerce marketplaces

Before being permitted to sell on an intermediary e-commerce platform, the seller must undergo electronic identity authentication conducted by the platform operator in accordance with the Law on E-Commerce and the law on electronic identification and authentication. In case the seller is a foreign organization or individual, identity verification shall be conducted through lawful documentation[8]. 

Platform operators shall require electronic authentication through the services of electronic authentication service providers[9]. Currently, the only such organization is the Research and Application Center for Population Data and Citizen Identification (RAR Center) under the Police Department for Administrative Management of Social Order, Ministry of Public Security[10]. The implementation of electronic authentication at the request of the platform operator must be carried out with the consent of the electronic identity holder through confirmation on VNeID, SMS verification via the registered phone number, or other forms of confirmation as prescribed[11]. 

The application of electronic authentication mechanisms facilitates competent state authorities in tracing sellers and handling cases involving counterfeit goods or goods infringing intellectual property rights. As a result, tax authorities may manage more effectively to prevent losses of state budget revenue, enhance the reliability of transactions, limit the misuse of platforms for unlawful activities, and protect consumer rights. 

3. Supplementation of regulations on Livestreaming and Affiliate Marketing

Under the Law on E-Commerce 2025, for the first time, livestream sales and affiliate marketing activities are brought within the scope of regulation. Accordingly, similar to sellers, individuals conducting livestream sales and affiliate marketers are responsible for providing information for identity authentication purposes[12]. 

In addition, prior to conducting livestream sales activities, the seller is responsible for providing the livestream host with the following supporting documents: 

• Documents evidencing compliance with investment and business conditions for conditional business lines (if any); and 

• Documents evidencing that the products or goods satisfy quality requirements under the laws on product and goods quality[13]. 

4. Tightening the regulation of e-commerce activities with foreign elements

The Law on E-Commerce 2025 dedicates Chapter IV to regulating e-commerce activities with foreign elements. A foreign e-commerce platform operating in Vietnam is a platform managed by a foreign organization, lawfully operating abroad, and falling into one of the following cases: 

• Offering Vietnamese as a display language option; 

• Using the national domain name “.vn”; or 

• Reaching a transaction threshold with buyers in Vietnam (excluding direct e-commerce platforms without an online ordering function)[14]. 

For intermediary e-commerce platforms, social media platforms conducting e-commerce activities, or integrated e-commerce platforms with an online ordering function, the platform operator must establish a legal entity in Vietnam before displaying Vietnamese language options, using the “.vn” domain name, or after reaching the transaction threshold with buyers in Vietnam, unless otherwise provided under Vietnamese law or international treaties to which Vietnam is a party[15]. 

Where an international treaty does not permit the requirement to establish a legal entity in Vietnam, the platform operator is not required to establish such entity[16], but must: 

• Appoint a legal entity in Vietnam under authorization; 

• Make a deposit at a bank in Vietnam to ensure compensation for consumers and the fulfillment of financial obligations to the State; 

• Satisfy the conditions relating to the management and operation of e-commerce platforms[17]. 

The Law on E-Commerce 2025 represents an important step forward in establishing a unified and comprehensive legal foundation for e-commerce activities in Vietnam. The improvement of the legal framework for E-commerce not only strengthens the protection of consumer rights but also creates a transparent and fair business environment for legitimate businesses and lawful goods, thereby promoting the sustainable development of the digital economy. 

 

[1] https://baochinhphu.vn/luat-thuong-mai-dien-tu-lap-day-khoang-trong-phap-ly-cho-kinh-te-so-bao-ve-nguoi-tieu-dung-102260106142452861.htm 

[2] https://baochinhphu.vn/luat-thuong-mai-dien-tu-hoan-thien-khung-phap-ly-cho-xuat-nhap-khau-truc-tuyen-102251218123516936.htm 

[3] Law on E-commerce 2025 – Article 3.2 

[4] Law on E-commerce 2025 – Article 3.3 

[5] Law on E-commerce 2025 – Article 3.4 

[6] Law on E-commerce 2025 – Article 3.5 

[7] Law on E-commerce 2025 – Article 3.6 

[8] Law on E-commerce 2025 – Article 17.1(c) 

[9] Decree No. 69/2024/ND-CP – Article 19.3 

[10] https://cand.com.vn/hoat-dong-ll-cand/trung-tam-rar-la-don-vi-duy-nhat-cua-bo-cong-an-duoc-cap-phep-cung-cap-dich-vu-xac-thuc-dien-tu-i740612/ 

[11] Decree No. 69/2024/ND-CP – Article 19.3 

[12] Law on E-commerce 2025 – Article 24.1, 26.1(a) 

[13] Law on E-commerce 2025 – Article 23.1 

[14] Law on E-commerce 2025 – Article 27.1 

[15] Law on E-commerce 2025 – Article 27.4, 27.5 

[16] Pursuant to Article 10.6 of the Trans-Pacific Partnership Agreement to which Vietnam is a party, no Party may require a service supplier of another Party to establish or maintain a representative office or any form of enterprise, or to be resident, in its territory as a condition for the cross-border supply of services. In addition, the EU-Vietnam Free Trade Agreement and the Regional Comprehensive Economic Partnership contain similar provisions, respectively under Article 8.4.2(e) and Article 8.11. 

[17] Law on E-commerce 2025 – Article 27.5 

Dentons LuatViet thanks and acknowledges Senior Associate Nguyen Duc Anh and Trainee Associate Pham Thanh Thuy for their contributions to this article. 

Disclaimer: This Legal Alert is for general informational purposes only and does not constitute legal advice or create a lawyer–client relationship. You should not act upon the information contained herein without seeking professional advice. Dentons LuatViet disclaims all liability for any loss or damage arising from any reliance on this Legal Alert. Please contact us at bd.vietnam@dentons.com for tailored advice.