Vietnam’s e-commerce market reached US$32 billion in 2024, representing a 27 percent increase from the previous year. The sector is currently regulated under Decree No. 52/2013/ND-CP (“Decree 52”) and its amendments, including Decree No. 85/2021/ND-CP (“Decree 85”). However, these rules have revealed gaps in areas such as counterfeit goods, livestream selling, and cross-border enforcement.

To address these gaps, the Ministry of Industry and Trade (MoIT) has prepared the Draft E-Commerce Law, which will be Vietnam’s first comprehensive law on e-commerce. The draft was developed by the Vietnam E-Commerce and Digital Economy Agency (iDEA) under MoIT. It has been submitted to the government following appraisal by the Ministry of Justice.

The National Assembly Standing Committee is scheduled to review it in September 2025, with further appraisal by the Economic and Financial Committee. The draft has also been added to the agenda of the National Assembly’s 10th session in October 2025, where it may be adopted.

Current legal framework

Decree 52 was a milestone in setting rules for online transactions and platform operations. It provided the first clear framework for how businesses, consumers, and regulators should engage in Vietnam’s online marketplace. Over time, however, the rapid growth of e-commerce exposed its limits, leaving it unable to keep pace with the digital economy.

In 2021, Decree 85 was introduced as an amendment to strengthen compliance obligations for e-commerce platforms and improve oversight. However, several gaps remain. The existing framework provides only limited coverage of new business models such as livestream sales and affiliate marketing. It also overlaps with other key laws on consumer protection, taxation, and intellectual property, creating inconsistencies in enforcement.

Another challenge lies in regulating foreign platforms. Although current rules require registration and the appointment of a local representative, enforcement against cross-border operators has proven difficult, leaving loopholes in areas such as counterfeit goods and tax compliance.

Draft E-Commerce Law: Key provisions

The 2025 Draft E-Commerce Law introduces several major updates to address gaps in the current framework and align with the realities of today’s digital economy.

Platform classification

The draft categorizes platforms into four types. This structure better reflects the diversity of business models, though the criteria for distinguishing between categories remain unclear. The new categories include:

• Direct Business;
• Intermediary;
• Social Media with e-commerce functions; and
• Multi-Service Integrated platforms.

Operator responsibilities

According to the draft, platform operators will face stricter duties. They must verify the identity of all sellers, including those from foreign countries, and implement automated content moderation. Unlawful content will have to be removed within 24 hours of notice. Platforms must also retain data for at least three years, including livestream records.

Meanwhile, large-scale platforms will face additional requirements, including establishing effective complaint-handling systems for consumers.

Livestreaming and affiliate marketing

The draft law will be the first legal framework to recognize Key Opinion Leaders (KOLs) and Key Opinion Consumers (KOCs), who influence consumer purchases, as sellers and subject to the same obligations. Platforms must monitor livestream content in real time and remove or terminate sessions containing violations.

Cross-border e-commerce

The draft seeks to tighten entry rules for foreign platforms. While direct sales platforms must appoint a legal representative in Vietnam, intermediary, social media, and multi-service platforms will be required to establish a local legal entity to operate in the country, as well as meet specific thresholds, such as demonstrating Vietnamese-language use or achieving large transaction volumes. These local representatives will be jointly liable for compliance, including tax and consumer protection.

Notably, large foreign ownership stakes may also trigger a national security review.

Supporting services

The draft explicitly regulates supporting services to e-commerce platforms, including logistics, payment, IT infrastructure, and electronic contract authentication. These providers will be integrated into the compliance framework to enhance accountability throughout the supply chain.

Algorithm transparencyFor the first time, e-commerce platforms might be required to disclose their algorithms to regulators during inspections. In addition to their basic responsibilities, operators of large-scale digital intermediary e-commerce platforms will have to, upon request from competent authorities conducting inspections or investigations into suspected violations:

• Provide transaction data to the authority; and
• Disclose algorithmic documentation, including:
  • Design rationale;
  • Logic and decision flows;
  • Functional specifications;
  • Operational simulations/demonstrations.

These measures enhance regulatory transparency and oversight for high-impact platforms whose algorithms greatly affect user experience, market behaviors, and compliance risks. While aimed at increasing transparency, this also raises issues about intellectual property and confidentiality. Additional guidance on implementation will be needed to address these concerns.

Consumer protection and taxation

The draft law places strong emphasis on protecting consumers in the digital marketplace. Buyers are granted expanded rights, including greater control over their personal data, the ability to cancel transactions under certain conditions, and access to fast and transparent dispute resolution mechanisms.

On the seller side, obligations are enhanced. Sellers must ensure the accuracy of product information, provide clear warranty policies, and respond promptly to consumer complaints. These measures aim to build consumer trust and curb fraudulent practices.

Tax compliance is another key focus. The draft introduces a withholding tax mechanism for e-commerce transactions to limit evasion and ensure fair contributions from both domestic and foreign sellers. This aligns with Vietnam’s broader efforts to secure revenue from the rapidly expanding digital economy.

Implementation challenges

Despite its comprehensive approach, the draft law faces several challenges in implementation. Effective oversight will require consistent coordination among multiple agencies, which has historically been a weak point in Vietnam’s regulatory environment.

Gaps in digital infrastructure and cybersecurity may also hinder the enforcement of new obligations such as real-time monitoring and large-scale data retention.

The compliance burden may be particularly heavy for Small and Medium Enterprises (SMEs) and foreign investors, who will need to invest in verification systems, reporting tools, and localized operations to meet regulatory requirements.

Finally, the requirement for algorithm disclosure raises concerns over intellectual property protection. Without clear safeguards, companies may be reluctant to share proprietary information, creating tension between transparency goals and business confidentiality.

Outlook and business implications

The Draft E-Commerce Law signals a clear shift toward accountability, transparency, and tighter regulation of cross-border activities. It expands the scope of compliance to cover not only platform operators, but also sellers, influencers, and supporting service providers.

For businesses, early preparation will be essential. Companies should reassess their compliance frameworks to ensure they meet the new requirements for platform classification and seller verification. Those operating cross-border will need to review their structures and consider establishing a local presence to avoid penalties and liability risks. Firms should also be prepared for stricter monitoring and reporting obligations, particularly in relation to consumer protection and dispute resolution.

Enterprises that act early will gain a competitive edge and build regulatory confidence in Vietnam’s fast-growing e-commerce market. By aligning with the new rules from the outset, they can position themselves as trusted partners in building a transparent and resilient digital economy.