Case Study No. 5 | Conducting Live Commerce Activities in Vietnam

A clear explanation, with concrete examples from local counsel, of the legal considerations for lawfully conducting Live Commerce in Vietnam — including whether related licenses are required, practical structuring options, and how regulators actually operate. Essential practical guidance for Japanese companies looking to expand online sales. NEXORA LAWFIRM has an established track record supporting e-commerce and social-media-driven sales as well as advertising and promotional activities in Vietnam, providing comprehensive support spanning upfront structuring, drafting of related contracts, assessment of foreign-ownership restrictions, and risk management. Our advice, grounded in the latest regulatory developments, is well regarded by clients.

A thorough explanation of the key legal points to know when conducting Live Commerce in Vietnam! This article analyzes, under Vietnamese law, the advertising regulations, foreign-ownership restrictions, registration requirements for a goods-brokerage business, licensing, and the legality of charging commission fees where a foreign company live-streams via an official mall account. A practical case study useful for live-streaming × e-commerce × cross-border sales operations!

01 - Overview of the Case

Company XXX attracts and operates numerous tenants within a shopping mall in Vietnam. As part of its efforts to support tenant sales growth, the company is now considering rolling out Live Commerce (live-streamed product introduction and sales) on Facebook and the mall's official website.

Under this scheme, products and services of tenants would be introduced on Company XXX's own account, in a structure whereby viewers (consumers) place orders and make purchases directly.

This raised a number of anticipated legal issues, including foreign-ownership restrictions, licensing requirements, and whether fees could be charged to tenants.

02 - Legal Advice from Vietnamese Counsel

▶ Legal Issue 1: Does Live Commerce constitute an "advertising service"? (Foreign-ownership perspective)

In Vietnam, "advertising services" are included among the sectors subject to foreign-ownership restrictions under Vietnam's WTO commitments.
However, the Advertising Law (No. 16/2012/QH13) clearly distinguishes between "advertisers," "advertising publishers," and "advertising service providers," and it is understood that the foreign-ownership restriction is generally limited to "advertising service providers" (Article 2(6) and Article 14 of the Law).

✅Analysis:
The Live Commerce activity conducted by Company XXX does not involve producing and distributing its own advertising content; it is limited to posting, on Facebook and elsewhere, advertising videos created by the tenants themselves. Accordingly, this should be characterized as that of an "advertising publisher" under the Advertising Law, not an "advertising service provider."

Therefore, Company XXX's Live Commerce activity is not considered to fall within the scope of the foreign-ownership restriction.

▶ Legal Issue 2: License required for Live Commerce (goods-brokerage registration)

Under the Live Commerce model, Company XXX sits between tenants and consumers and brokers/intermediates the sale of goods, meaning registration as a "goods trading brokerage business" is required.
Under Decree No. 09/2018/ND-CP, foreign investors are permitted to register a goods trading brokerage business.

✅Required procedures:

Adding the relevant investment objective to the Investment Registration Certificate (IRC)
Registering the business line on the Enterprise Registration Certificate (ERC)
Obtaining any applicable individual license

▶ Once this registration is obtained, Company XXX may lawfully conduct Live Commerce between tenants and consumers.

▶ Legal Issue 3: Whether commission fees may be charged to tenants (legal basis)

If the brokerage registration has been obtained, Company XXX may charge tenants a "brokerage commission" or "usage fee" in connection with Live Commerce.
On the other hand, if such registration has not been obtained, charging for the provision of brokerage services would lack a legal basis, and the charge could potentially be denied.

✅Counsel's recommendation:

To preserve flexibility for the business scheme going forward and to ensure a sound revenue structure, we recommend obtaining the goods trading brokerage registration at an early stage.
Clearly characterizing the charge as "consideration for brokerage services" on invoices and in contracts can also reduce tax and accounting risk.