Foreign Investors Opening E-commerce Platforms in Vietnam — Conditions

E-commerce services are a conditional market-access sector

Under Government Decree No. 85/2021/ND-CP dated 25 September 2021 (amending and supplementing Decree No. 52/2013/ND-CP on e-commerce, effective from 1 January 2022 and still in force), providing e-commerce services is a conditional market-access sector for foreign investors.

This means foreign investors cannot freely open e-commerce platforms in Vietnam like domestic investors; they must satisfy the market-access conditions prescribed by law, as detailed below.

Market-access conditions for foreign investors

Decree 85/2021/ND-CP sets two layers of market-access conditions:

1. Investing in the forms under Article 21 of the Law on Investment

Foreign investors invest in e-commerce service business in Vietnam in accordance with Article 21(1) and 21(2) of the Law on Investment (the Law on Investment 2025 — No. 143/2025/QH15, effective from 1 March 2026 — provides for investment forms including establishing an economic organization, contributing capital, purchasing shares or stakes, and business cooperation contracts).

2. National security clearance for controlling top market players

A foreign investor controlling one or more enterprises among the top five e-commerce service providers in Vietnam (per the list published by the Ministry of Industry and Trade) must obtain a national security assessment opinion from the Ministry of Public Security.

The top five are identified based on: number of visits, number of sellers, number of transactions and total transaction value.

What counts as “controlling” an e-commerce enterprise?

Decree 85/2021/ND-CP treats a foreign investor as controlling an e-commerce service enterprise in any of the following cases:

• Holding ownership of more than 50% of charter capital or more than 50% of voting shares of the enterprise;
• Directly or indirectly deciding the appointment, dismissal or removal of a majority or all members of the board of directors, the chairman of the members council, or the director or general director;
• Having the right to decide important business matters of the enterprise, including: choice of technology platform and business organization form; choice of business lines, areas and forms; adjustment of business scale and lines; and choice of forms and methods of raising, allocating and using the enterprise business capital.

Procedure for the Ministry of Public Security assessment

Where national security assessment is required, the investor follows this process during the application for issuance or amendment of the Business License:

1. While giving its opinion on the Business License dossier, the Ministry of Industry and Trade sends a written request for the opinion of the Ministry of Public Security;
2. The Ministry of Public Security replies in writing, clearly stating approval or disapproval, within 20 days from receipt of the request;
3. Based on that opinion, the Ministry of Industry and Trade responds to the Business License issuing authority. The time for seeking the Ministry of Public Security opinion is not counted in the Ministry of Industry and Trade opinion timeline.

Note: foreign investors investing in small and medium enterprises under SME-support regulations are not required to seek the national security assessment.

Registering the e-commerce trading platform with the Ministry of Industry and Trade

Beyond market-access conditions, providers of e-commerce trading platform services with online ordering functions must register with the Ministry of Industry and Trade via the E-commerce Management Portal (online.gov.vn) before official operation. The registration dossier includes the service provision proposal, the platform operating regulations, service contract templates and related documents under Section 2, Chapter IV of Decree 52/2013/ND-CP (as amended by Decree 85/2021/ND-CP).

Distinguish: an e-commerce trading platform (allowing other traders, organizations and individuals to conduct part or all of the goods/service trading process on it) must be registered; a sales e-commerce website (the trader own website for selling its own goods/services) only needs to be notified to the Ministry of Industry and Trade.

Roadmap for foreign investors opening an e-commerce platform

1. Obtain an Investment Registration Certificate (IRC) under the Law on Investment 2025, recording e-commerce services as a conditional sector;
2. Establish the enterprise (ERC) in Vietnam;
3. If controlling a top-five enterprise: complete the national security assessment procedure with the Ministry of Public Security during Business License issuance/amendment;
4. Register the e-commerce trading platform with the Ministry of Industry and Trade via online.gov.vn;
5. Operate in compliance: customer personal data protection (note the Law on Personal Data Protection No. 91/2025/QH15 effective from 1 January 2026), tax obligations, seller management on the platform, complaint handling.

This article was prepared with review by the FLAW AI Legal Council and is pending QA Council review before submission to the owner for approval. It is not the opinion of a licensed human lawyer and does not replace legal advice for a specific case.