Case Study No. 4 | Legal Considerations in Operating a Brand E-Commerce Site in Vietnam

A clear, example-based explanation by Vietnamese counsel of the licensing, tax, advertising-regulation, and transaction-disclosure issues that arise when operating a brand's own official e-commerce site in Vietnam. The article also examines the differences from cross-border e-commerce and whether establishing a local entity is advisable. NEXORA LAWFIRM has extensive experience supporting major Japanese cosmetics, apparel, and home-appliance brands in formulating e-commerce strategy, regulatory compliance, contract drafting, and licensing in Vietnam. Our deep familiarity with the local e-commerce market supports smooth and secure business operations.

01 - Overview of the Case

Company XXX is considering launching an official brand website to sell its own branded products online to the Vietnamese market, in partnership with local company A (this business, the "E-Commerce Business").

This scheme has the following features:

The domain is owned by Company XXX, which handles web development and operation.
Sales through the E-Commerce Business are conducted by Company A (the local entity).

(Company XXX wholesales (exports) branded products to Company A → Company A retails them to customers.)

Such an arrangement raises a wide range of considerations under Vietnamese law, including online sales by a foreign company, personal data protection, advertising regulation, and consumer protection.

02 - Legal Advice from Vietnamese Counsel

▶ Legal Issue 1: Structuring import/export and sales, and foreign-ownership considerations

Company XXX's export of branded products to Company A constitutes a trading act by a foreign trader under Article 16 of Vietnam's Commercial Law, and does not amount to conducting business activity within Vietnam. Accordingly, Company XXX is not required to establish a local entity in Vietnam in order to export (wholesale) branded products to Company A.
Company A, being a local enterprise, may lawfully import and sell (wholesale and retail) the branded products.
Depending on the category of branded product, an import license may be required before importation (for example, cosmetics require an advance ingredient-disclosure procedure).
Where an import license is required, Company A, as the importer, must handle the relevant procedure, which will require Company XXX to submit information (documents) regarding the branded products to Company A. Because such information may include confidential information, appropriate confidentiality measures between Company XXX and Company A should be considered.

▶ Legal Issue 2: Compliance with the (2024-amended) Law on Protection of Consumers' Rights

Under the amended Law on Protection of Consumers' Rights (effective July 1, 2024), foreign traders are now also included among the regulated parties, meaning Company XXX may bear certain obligations as well.
The e-commerce site operator (Company XXX) and the seller (Company A) are obligated to clearly disclose on the site product information, warranty terms, a complaints contact point, and the return policy, among other matters.

✅Recommended measures:

Clearly disclose the following items on the site.
Product information (origin, price, delivery terms, etc.)
Warranty policy (return conditions, disclaimers)
Contact information (for complaints)
Clearly define, in the contract with Company A, the obligation to manage and update product information.

▶ Legal Issue 3: Structuring the sales contract between Company XXX and Company A

As the specific terms depend on individual agreement between the parties, this point is omitted here.

▶ Legal Issue 4: Other considerations

【E-commerce site and advertising regulation】

Because Company XXX holds neither a sales license nor advertiser status in Vietnam, its role is limited to that of an advertising content provider.
Prior notification and approval of advertising content must be obtained before any advertisement is run.
The relationship, and allocation of responsibility, between the de facto advertiser (Company XXX) and the nominal advertiser (Company A) needs to be clearly organized.

【Compliance with the Personal Data Protection Decree (No. 13/2023/ND-CP)】

In this business, both Company XXX and Company A qualify as personal data controllers and processors.
Because customers' personal data (name, phone number, address, etc.) is handled, the following key measures are required:
Preparing consent documentation: clearly stating the purpose of collection, the details of processing, and the method for withdrawing consent (Article 11 of the Decree)
Conducting a Data Protection Impact Assessment (DPIA) and a cross-border transfer impact assessment: to be prepared and retained within 60 days of the start of data processing
Formulating and publishing a privacy policy (Article 27 of the Decree)