Introduction
E-commerce has become one of Vietnam’s fastest-growing sectors, attracting significant foreign investment. However, foreign-invested enterprises (FIEs) engaging in online business must navigate a complex licensing regime. Compliance with the Law on E-Transactions 2005 (amended 2023), the Law on Investment 2020, the Law on Cybersecurity 2018, and decrees such as Decree No. 52/2013/ND-CP on E-Commerce (as amended by Decree 85/2021/ND-CP) is essential to ensure smooth operations.
Legal Framework for E-Commerce Licensing
1. Investment Registration
Before launching e-commerce services, an FIE must obtain an Investment Registration Certificate (IRC) and Enterprise Registration Certificate (ERC), listing e-commerce as a registered business line. For activities such as online marketplaces or intermediary platforms, additional conditions apply as they are considered “conditional business sectors” under the Law on Investment.
2. Notification and Registration with the Ministry of Industry and Trade (MOIT)
Vietnam differentiates between two types of e-commerce activities:
- E-commerce websites selling goods or services: FIEs must notify MOIT via the e-commerce management portal (online.gov.vn).
- E-commerce trading floors, online marketplaces, or apps enabling third parties to sell: These require formal registration with MOIT, including detailed information about the platform, data security measures, and terms of service.
MOIT’s approval is mandatory before an FIE may launch such platforms.
3. Specialized Licenses for Certain Goods or Services
If the FIE sells goods subject to special management (e.g., pharmaceuticals, alcohol, or cosmetics), additional permits from line ministries (such as the Ministry of Health) are needed before listing such products online.
4. Data Protection and Cybersecurity Compliance
FIEs must adhere to the Personal Data Protection Decree (No. 13/2023/ND-CP) and the Law on Cybersecurity 2018, which impose obligations on data localization, user consent, and cybersecurity assessments for platforms handling sensitive information or large-scale personal data.
5. Tax and Consumer Protection Requirements
E-commerce operators must:
- Register for and declare value-added tax (VAT) and corporate income tax (CIT) on online transactions.
- Ensure compliance with the Law on Protection of Consumers’ Rights 2023, including obligations to disclose seller information, issue invoices, and provide mechanisms for complaint handling.
6. Practical Challenges for FIEs
Despite clear legal texts, FIEs face several difficulties:
- Licensing overlaps: Investment, e-commerce, and cybersecurity approvals may require parallel filings with different authorities.
- Complexity for cross-border models: Foreign platforms without a local entity must appoint a Vietnamese representative office to complete registration.
- Language and procedural barriers: Licensing portals and forms are primarily in Vietnamese, complicating compliance for foreign managers.
- Frequent regulatory updates: The recent revision of the E-Transactions Law and upcoming data protection rules require constant monitoring.
7. Reform Directions
To support foreign investment while maintaining consumer protection, Vietnam could consider:
- Consolidating licensing procedures into a single-window platform.
- Issuing clearer guidance on obligations for cross-border e-commerce providers.
- Providing official English-language resources to improve accessibility for foreign investors.
- Streamlining data localization rules to avoid excessive compliance costs.
8. Conclusion
Vietnam’s e-commerce market offers substantial opportunities for FIEs, but success depends on strict compliance with licensing and regulatory requirements. By understanding the distinctions between notification and registration, securing necessary permits, and addressing data and consumer protection obligations, foreign investors can operate effectively while minimizing legal risks. Ongoing reforms toward transparency and simplification will further enhance Vietnam’s appeal as a hub for e-commerce investment.
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