The new e-commerce legal framework from 1 July 2026
From 1 July 2026, e-commerce in Vietnam operates under an entirely new legal framework:
- Law on E-Commerce 122/2025/QH15 (effective from 1 July 2026) — comprising 7 chapters and 41 articles;
- Decree 248/2026/ND-CP (effective from 1 July 2026) providing implementation guidance, fully replacing Decree 52/2013/ND-CP.
E-commerce websites and applications already registered under Decree 52/2013 must update their dossiers before 30 June 2027 to comply with the new framework. Decree 52/2013 must not be cited as current legal grounds.
1. Four platform models under Article 3 of Law 122/2025
Law on E-Commerce 122/2025 classifies four platform models in Article 3, with corresponding responsibilities set out in Articles 15–19:
- Direct business platforms — the platform owner directly sells goods or provides services;
- Intermediary platforms — connecting sellers and buyers;
- Social networks with e-commerce activities — enabling users to conduct transactions;
- Integrated platforms — combining several of the above functions.
Correctly identifying the platform model is the first mandatory step, as each model carries a different liability and compliance regime.
2. Foreign e-commerce platforms: when must they register with the Ministry of Industry and Trade?
A foreign e-commerce platform must register with the Ministry of Industry and Trade when it meets any of the following indicators:
- It has a Vietnamese-language interface;
- It uses a “.vn” domain name;
- It records 100,000 or more transactions with buyers in Vietnam within a year.
These are the triggers for the registration obligation — foreign investors operating platforms targeting the Vietnamese market should self-assess from the product design stage.
3. Minimum deposit of VND 20 billion — narrow scope
The minimum deposit of VND 20 billion does not apply to all platforms. Its specific scope:
- Subject: foreign intermediary e-commerce platforms with online ordering functions (and equivalent types);
- Form: blocked at a bank in Vietnam for the entire duration of operation;
- Permitted use — the deposit may only be used for:
- Compensating consumers pursuant to court judgments;
- Executing administrative sanction decisions;
- Performing tax obligations.
The specific article of Decree 248/2026 on the deposit obligation should be verified against the original text before citation.
4. New barrier from 2026: national security review (Decree 342/2026)
Decree 342/2026/ND-CP on goods trading activities of foreign investors adds a new barrier: the licensing authority must seek opinions from the Ministry of Public Security and the Ministry of National Defense where a foreign investor controls the owner of:
- A large intermediary e-commerce platform;
- A social network with e-commerce activities;
- An integrated e-commerce platform classified as a large digital platform.
This is a new barrier from 2026 that foreign investors in digital platforms must factor in from the deal-structuring stage. The specific article on national security review and the exact effective date of Decree 342/2026 are being cited at the time of writing — verify against the original text before citing article numbers.
5. Personal data protection: Law 91/2025 and sanctions up to 5% of revenue
Digital platforms processing data of users in Vietnam must comply with the Law on Personal Data Protection 91/2025/QH15 (effective from 1 January 2026):
- Prohibition on trading personal data — Article 7;
- Sanctions of up to 5% of revenue — Article 8;
- Obligation to prepare a personal data processing impact assessment dossier — Article 19 of Decree 356/2025/ND-CP.
Decree 13/2023 must not be cited as current grounds on personal data protection.
6. Business license for goods trading (Decree 342/2026): new points
- Removal of the “financial plan” requirement from the licensing dossier;
- Retention of the “no overdue tax debts” condition for enterprises established for 1 year or more;
- Twice-yearly reporting obligation.
7. Distinguishing the two layers of conditions — the key to compliance
Foreign investors must clearly distinguish two independent layers of conditions:
- Layer 1 — market access conditions for foreign investors: Law on Investment 143/2025 + Decree 96/2026 + Decree 342/2026. This layer answers: whether the foreign investor may invest in the segment, and at what ratio and in what form;
- Layer 2 — platform operation obligations: Law on E-Commerce 122/2025 + Decree 248/2026 + Law on Personal Data Protection 91/2025. This layer answers: once permitted to invest, how the platform must operate lawfully.
Satisfying layer 1 does not exempt layer 2 obligations, and vice versa.
8. Points requiring further verification
- Criteria for “large intermediary e-commerce platforms” and “large digital platforms” (user and revenue thresholds) — not yet researched;
- Specific articles of Decree 248/2026 on the deposit and Decree 342/2026 on national security review — verify against original texts before citing article numbers;
- Foreign ownership caps for each platform model — to be checked against WTO, CPTPP and EVFTA commitments on distribution;
- The exact effective date of Decree 342/2026.
Practical checklist for investors
- Determine the platform model under Article 3 of Law 122/2025 to apply the correct liability regime (Articles 15–19);
- Check the triggers for registration with the Ministry of Industry and Trade (Vietnamese interface, “.vn” domain, 100,000+ transactions per year);
- Assess the VND 20 billion deposit obligation if operating a foreign intermediary platform with online ordering functions;
- Review national security review risks under Decree 342/2026 from the deal-structuring stage;
- Prepare the personal data processing impact assessment dossier under Article 19 of Decree 356/2025;
- Websites/apps registered under Decree 52/2013: update dossiers before 30 June 2027.
Frequently asked questions
Which foreign e-commerce platforms must deposit VND 20 billion?
Only foreign intermediary e-commerce platforms with online ordering functions (and equivalent types) are subject to the minimum VND 20 billion deposit, blocked at a bank in Vietnam. It does not apply to all platforms.
Is Decree 52/2013 still in force?
No. Decree 52/2013 has been fully replaced by Law on E-Commerce 122/2025 and Decree 248/2026 (both effective from 1 July 2026). Websites/apps registered under Decree 52 must update their dossiers before 30 June 2027.
Does investing in digital platforms require national security review?
Potentially. Under Decree 342/2026, where a foreign investor controls the owner of a large intermediary e-commerce platform, a social network with e-commerce activities, or an integrated platform classified as a large digital platform, the licensing authority must seek opinions from the Ministry of Public Security and the Ministry of National Defense. This is a new barrier from 2026.
Need advice on investing in e-commerce or digital platforms in Vietnam? Contact FLAT Law Firm for support in assessing market access conditions, deposit obligations, personal data compliance, and licensing procedures.
This article was prepared by FLAW AI Legal Council — the legal content quality council of FLAT Law Firm (an artificial intelligence system, not a substitute for licensed legal counsel). It is for general information only and does not constitute legal advice for any specific case. Legal instruments may be amended, supplemented, or replaced; please consult the original texts before applying them.
