Conditions for Foreign Investment in Vietnam's E-Commerce Sector
A Vietnamese-qualified lawyer explains, in plain terms, the restrictions on foreign ownership ratios, investment licensing requirements, and the practical conditions required for operating e-commerce websites and B2C/B2B businesses in Vietnam. This article specifically covers the industry classifications requiring prior review and the points to note for each operating model, supporting Japanese companies entering the online business space. NEXORA LAWFIRM has a proven track record of providing end-to-end support to Japanese companies launching and operating e-commerce websites — from industry registration and handling foreign-ownership restrictions to license acquisition, contract review, and compliance with advertising regulations — and is well positioned to advise clients by taking a holistic view of legal, technological, and commercial regulatory considerations.
01 - Industry Classification (Details of Business Activities)
The details of e-commerce business activities in Vietnam are as follows.
E-commerce websites for selling goods
E-commerce service-provider websites (e.g., e-commerce malls, online auction sites, online promotion sites, and other sites designated by the Ministry of Industry and Trade)
02 - Conditions on Market Access Restrictions
03 - Investment and Operating Conditions for E-Commerce (EC) Activities
3.1. Investment Conditions
Obligations Regarding Sales on E-Commerce Platforms
Operators of e-commerce malls in Vietnam are responsible for taking the following measures with respect to foreign sellers operating storefronts on their platforms.
Verifying the identity of the seller
Implementing one of the following options
Requiring the foreign seller to obtain import/export rights under Vietnamese law
Handling import procedures on a consignment basis on behalf of Vietnamese purchasers
Requiring the foreign seller to appoint a commercial agent in Vietnam
Goods imported or exported through e-commerce transactions must undergo customs clearance procedures under the Customs Law
Restrictions on Market Access for Foreign Investors
Where a foreign investor invests in an e-commerce services business, the following investment forms are permitted (Article 21, Clauses 1 and 2 of the 2020 Investment Law).
Investment through the establishment of an economic organization
Investment through capital contribution or the acquisition of shares/equity
In addition, a national security review (assessment by the Ministry of Public Security) is required where the following condition is met.
The foreign investor controls one or more of the top five e-commerce enterprises in Vietnam, as published by the Ministry of Industry and Trade
Definition of "control":
Holding an ownership ratio of 50% or more, or 50% or more of voting shares
Holding, directly or indirectly, the power to decide personnel matters such as the composition of the board of directors, the chairman, or the president/CEO
Holding the authority to decide key management policies such as technology selection, business format, choice of industry/region/format, and the raising, allocation, and use of capital
3.2. Operating Conditions (Applicable to Both Domestic and Foreign Investors)
Conditions for Establishing a Goods-Sales E-Commerce Website
All of the following conditions must be satisfied.
Being an enterprise, organization, or individual that has obtained a tax code
Having notified the Ministry of Industry and Trade of the establishment of the goods-sales e-commerce website
Conditions for Establishing an E-Commerce Service-Provider Website
All of the following conditions must be satisfied.
Being an enterprise or organization established under Vietnamese law
Preparing a "service provision plan (proposal)" that includes the following
The business operating model (service content, offline/online marketing activities, logistics arrangements, etc.)
A clear delineation of the rights and obligations between the service provider and users
Registering the establishment of the e-commerce service-provider website with the Ministry of Industry and Trade and obtaining confirmation of registration
Conditions for Providing E-Commerce Trustmark (Trust Rating) Services
Being an independent enterprise or organization established under Vietnamese law
Being financially and organizationally independent from the owner of the e-commerce site being rated
Having public, transparent, and consistent rating criteria and processes
Being registered with, and confirmed by, the Ministry of Industry and Trade
Conditions for Providing Electronic Contract Certification Services
Being a legal entity established under Vietnamese law
Submitting a business plan that includes the following, and undergoing review by the Ministry of Industry and Trade
An introduction to the entity (experience, capabilities, etc.)
A technical overview (IT systems, electronic contract operating processes, electronic signatures and identity authentication, information security, incident response, etc.)
Data integrity assurance and a contract search/management system, among other matters