Vietnam E-commerce Law 2025 (122/2025/QH15) - A Historic Turning Point Reshaping the Digital Marketplace

Are you operating on Amazon, Etsy, Shopee, Lazada, TikTok Shop, Facebook, or building your own Super App?

The E-commerce Law (Law No. 122/2025/QH15) , passed on December 10, 2025, and officially effective from July 1, 2026, is far more than a standard regulatory update. It represents the first time the Vietnamese legal system has established a comprehensive framework that shifts from "passive management" to "active tech-based oversight," while enforcing joint liability throughout the entire digital supply chain.

The law strictly defines four distinct models (Article 3) to assign specific legal responsibilities:

• Direct E-commerce Platforms: Businesses operating their own sales channels directly.

• Intermediary E-commerce Platforms: Traditional marketplaces connecting buyers and sellers.

• Social Networks with E-commerce Functions: Platforms like Facebook and TikTok with commerce features.

• Integrated E-commerce Platforms (Super Apps): Ecosystems integrating multiple services into one app

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Strategic Implications: Accurately identifying your operating model is no longer optional. This is a mandatory requirement to define your legal boundaries. Currently, many businesses operate in "hybrid" modes without a clear legal status. Under the new law, businesses must re-evaluate their positioning before July 2026 to avoid heavy fines or suspension of operations due to non-compliance.

The law focuses directly on the two most influential digital monetization trends:

• Livestream Selling (Articles 22–24): Platforms are now required to perform e-KYC (Electronic Know Your Customer) for both streamers and sellers. All audio and visual data must be archived for one year for potential inspection.

• Affiliate Marketing (Articles 25–26): Affiliates (KOLs/KOCs) are now legally recognized entities, holding direct responsibility for the truthfulness and accuracy of the products they promote.

In this new era, advertising content serves as legal evidence. Platforms are mandated to deploy automated content filtering technologies to prevent counterfeit goods and deceptive advertising. Brands hiring KOLs/KOCs must now tighten their contracts to protect themselves under these stringent transparency rules.

The new law forces platforms to disclose display algorithms, verify sellers, and moderate content before it is posted. Crucially, marketplaces must store contracts for at least 3 years and share joint liability for damages caused to buyers if seller oversight fails (Articles 15, 17).

This responsibility extends to the supporting ecosystem: logistics, payment intermediaries, and technical infrastructure providers (Articles 33–35). These entities are prohibited from serving violating platforms and must ensure transparency regarding product origins and delivery tracking. This shift compels platforms to abandon the "simple intermediary" mindset and invest heavily in risk-control technology.

For global giants targeting the Vietnamese market through the Vietnamese language, .vn domains, or reaching specific transaction thresholds, the law mandates a "substantial presence." These platforms must now:

• Establish a legal entity in Vietnam (for intermediaries, social networks, and integrated platforms with ordering functions).

• OR designate an authorized representative and maintain a security deposit at a local Vietnamese bank.

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This effectively ends the era of "remote cost-optimization." Foreign investors must restructure their operations before July 1, 2026, ensuring that consumer complaints are handled by a legally responsible entity within Vietnam.

The National E-commerce Activity Management System, operated by the Ministry of Industry and Trade, will serve as a real-time monitoring "command center." This system has the power to publicly list violators, block access, or suspend transactions instantly.

For businesses, this means technology has moved from being a subject of regulation to a tool for enforcement. Failure to connect and report to this system could lead to severe reputational damage and a refusal of cooperation from banks and logistics partners.

Alongside strict regulations, the law includes specific provisions (Articles 9-10) to support household businesses, startups, women-led enterprises, and those in remote areas through free training and digital infrastructure assistance.

Strategic Recommendations for Businesses

To prepare for the July 2026 enforcement, businesses must aggressively implement the following five steps:

1. Define Your Model: Immediately review which of the four platform categories your business falls into and map out your corresponding obligations (Article 3) in Q2/2026.

2. Ensure Full Transparency: Prepare all mandatory disclosures: transaction terms, privacy policies, and ranking/recommendation algorithms.

3. Digitize Control Processes: Invest in e-KYC and AI-powered automated content moderation systems to meet review and monitoring requirements.

4. Build Compliant Data Storage: Ensure your infrastructure can securely retain contracts for 3 years and livestream records for 1 year.

5. Restructure (for Foreign Platforms): Begin the process of establishing a Vietnamese legal entity or preparing the required deposit. Do not wait until the last minute.

The E-commerce Law 2025 is not a barrier; it is a catalyst for market purification. Businesses that adopt these standards early will build a sustainable competitive advantage based on transparency and professionalism. Early compliance is the most cost-effective investment for long-term growth.