Scenario: A Southeast Asian e-commerce marketplace wants to expand into Vietnam, hesitating between two models: operating its own platform in Vietnam or selling cross-border from overseas warehouses. Meanwhile, a Vietnamese logistics firm wants to invest in fulfillment warehouses serving exactly these platforms. Both need to understand one major legal change: the e-commerce regulatory framework has fundamentally shifted. This article analyzes that shift’s impact on each model.
Decree 248/2026: cross-border platforms out of the “gray zone”
The biggest change of 2026–2027 is Decree 248/2026/ND-CP replacing Decree 52/2013/ND-CP on e-commerce (effective 1 July 2026), within the framework of the E-commerce Law 122/2025/QH15. The policy message is clear: cross-border e-commerce into Vietnam no longer sits in a “gray zone” — foreign platforms selling to Vietnamese consumers must fulfill registration, notification and compliance duties as prescribed for domestic actors in the areas the law regulates.
The consequence: the “sell remotely with no Vietnamese presence” model grows riskier. Plan for a local entity or authorized compliance partner — today’s compliance costs beat tomorrow’s violation costs.
The fulfillment and bonded-warehouse window
While the platform game demands ever-higher compliance, the infrastructure segment serving platforms is expanding: fulfillment warehouses (storage, packing and delivery for marketplace sellers), bonded warehouses, and customs-declaration services for cross-border e-commerce goods. This is the “sell shovels in a gold rush” model: independent of which platform wins, benefiting from total transaction growth.
The 2026–2027 window is especially favorable because platforms are restructuring supply chains to meet new compliance duties — they need Vietnamese fulfillment and warehousing partners with full legal capability. Investors in this segment sell compliance and speed, not just warehouse square meters.
Barriers: tax, customs and consumer protection
Three legal-risk groups govern the cross-border e-commerce model. First, tax duties: cross-border platforms and sellers must meet Vietnamese tax obligations under current rules — the “no declaration because servers are abroad” model no longer stands. Second, customs: cross-border e-commerce goods face customs procedures with increasingly strict value-declaration and origin requirements. Third, consumer protection: platforms must have complaint-resolution and return mechanisms for Vietnamese buyers.
Investors need in-depth tax-and-customs advice at the model-design stage, not when regulators come knocking.
Investment procedures per model
Setting up e-commerce or logistics companies in Vietnam follows the Investment Law 143/2025/QH15 (effective 1 March 2026): IRC, then ERC under the Enterprise Law 59/2020/QH14. Marketplace business is conditional on registration and notification under current e-commerce rules (Decree 248/2026/ND-CP).
For bonded warehouses serving e-commerce goods, additional bonded-warehouse procedures with customs apply: facility conditions, management systems, customs supervision. This segment has moderate entry barriers but yields steady revenue from storage and order-processing fees.
Recommended roadmap
For platforms: first, a compliance review against Decree 248/2026 to find gaps in registration, tax and consumer-protection duties. Second, choose a presence model and complete IRC, ERC and platform registration. Third, contract local fulfillment partners to cut delivery times.
For infrastructure investors (warehouses, fulfillment): step one is locking sites near transport hubs and border gates; step two completing bonded-warehouse procedures (if applicable); step three pitching restructuring platforms — they need partners most exactly when new compliance duties take effect.
Frequently asked questions
Must foreign e-commerce platforms selling to Vietnamese register in Vietnam?
Under the new framework’s direction (E-commerce Law 122/2025/QH15 and Decree 248/2026/ND-CP effective 1 July 2026), cross-border e-commerce into Vietnam must fulfill prescribed registration, notification and compliance duties. Exact duties depend on the specific model — each platform needs its own legal review.
Is selling cross-border from overseas warehouses still viable?
Logistically yes, but legal risk rises steeply without Vietnamese presence or a compliance mechanism (tax, customs, consumer protection). The trend is for major platforms to establish entities or partners in Vietnam.
What licences does a fulfillment warehouse for marketplaces need?
Beyond the IRC and ERC for the logistics company, warehouses operating as bonded warehouses need bonded-warehouse recognition from customs. Ordinary domestic fulfillment warehouses follow general warehousing investment and business procedures.
What are cross-border sellers’ tax duties on platforms?
Sellers conducting business in Vietnam (even via cross-border platforms) must meet tax duties under current tax law. Platforms may have withholding and declaration duties in some cases — this needs model-specific tax advice.
This article has been quality-reviewed by the FLAW AI Legal Council
