Vietnam runs one of the fastest-growing digital economies in Southeast Asia. Online shopping reached around US$25 billion in 2025 and grew close to 17% in a single year. This growth continues to draw in foreign founders today.
If you are looking to start e-commerce operations in the country, there are two ways in. You can set up a local company in Vietnam and build your own operation, or you can sell from abroad as a cross-border merchant. Which route fits depends on what you sell, how much control you want, and how long you plan to stay in the market.
This guide walks you through the essentials of starting an e-commerce business in Vietnam, including legal structures, licenses, product registration, and taxes that apply.
Can Foreigners Fully Own an e-Commerce Business in Vietnam?
Vietnam allows 100% foreign ownership for e-commerce enterprises but it classifies e-commerce as a conditional sector for foreign investors. This makes the setup longer than it is for locals.
A Vietnamese citizen can launch an online store in about 15 days on a basic registration. A foreign founder, however, works through a layered licensing process that usually spans from 3 to 5 months. The gap comes down to two approvals that apply only to foreign businesses:
- The Investment Registration Certificate (IRC). This is the government's sign-off on your foreign investment. It registers your capital, your business scope, and your project terms, and it confirms that a foreign-owned company can operate in this conditional sector. Without it, your company cannot legally run its e-commerce activity.
- A retail Trading License. This authorizes you to sell directly to consumers, which sits at the core of most online stores.
On top of these, your website also needs clearance from the Ministry of Industry and Trade (MoIT) before it processes a single transaction. This confirms your platform meets local data and consumer protection standards. We delve into the full setup and licensing process in the sections below.
Types of Online Businesses in Vietnam
The Law on E-Commerce 2025, which takes effect on July 1, 2026, replaces older decree-based rules with a unified statutory framework. This law officially classifies online activities into four platform types.
The table below breaks down these four categories, their key requirements under the new framework, and how they directly shape your operational duties.
| Platform Type | Business Model | Requirements | What It Means for Your Business |
|---|---|---|---|
| 1. Direct Platforms | Single-brand digital shops selling their own inventory directly to consumers. | Submit an online notification to the MoIT | Lightest filing path. You notify the MOIT rather than register a full platform, though a foreign-owned store still needs its retail Trading License. |
| 2. Intermediary Platforms | Multi-vendor marketplaces like Shopee and Lazada hosting third-party sellers. | Mandatory identity verification of all sellers through VNeID or legalized foreign documents. Joint liability for counterfeit goods. | High compliance burden. You actively police vendors to avoid direct financial liability for customer damages. |
| 3. Social Media with E-commerce | Social networks with built-in messaging orders, checkout, or livestreaming. | Real-name registration for hosts and affiliate marketers. Three-year storage of transaction and contract data | Livestreamers carry personal liability for product claims. Platforms absorb high data storage costs. |
| 4. Integrated Platforms | Complex digital ecosystems combining marketplaces, payment processing, and logistics. | Algorithm disclosure to regulators, enhanced complaint handling, and security clearance for the largest players. | Highest regulatory load. Demands local infrastructure and multi-agency clearance. |
Most foreign brands entering the market run a direct platform: a single-brand store on their own site or a seller account on the existing marketplaces. The heavier categories apply if you are building the marketplace itself.
If you’re unsure which platform aligns with your business, you can schedule a call with our local team.
What Products Can You Sell in Vietnam?
Vietnam allows a wide range of goods to be sold online, but the rules divide products into three categories:
| Product Category | Common Examples | Compliance Requirement |
|---|---|---|
| General Goods | Apparel, footwear, home decor, and standard consumer electronics. | No pre-market registration required. You can import and sell these products immediately after standard customs clearance. |
| Prohibited Items | Weapons, tobacco products, endangered wildlife, and beverages containing more than 15% alcohol. | Strictly banned from online sales in Vietnam. |
| Regulated Products | Cosmetics, health supplements, food, beverages, and medical devices. | Mandatory pre-market registration with the relevant ministry before any online listings or imports can begin. |
For regulated products, the registration must be filed by a licensed local entity, as covered above. Our team can handle both the import and the product registrations if you are selling without an entity, with your goods delivered directly to local fulfillment centers.
Should You Set Up a Company in Vietnam or Sell Cross-Border?
Settle this question before anything else, because the two routes come with different storefronts, different license holders, and different tax treatment.
| Your own Vietnamese company | Cross-border selling | |
|---|---|---|
| Where you sell | Your own branded website plus local marketplaces | Marketplace cross-border programs only |
| Who holds product registrations | Your own entity | Your importer of record or local distributor |
| Taxes | Standard corporate taxes, self-managed | Withheld by platforms or declared through the tax authority's foreign supplier portal |
| Setup time | Three to five months | Days to weeks |
| Best for | Long-term market commitment, regulated products, building a brand | Market testing with general goods |
Start with your product category, since it can settle the question for you. Cosmetics, supplements, food, and medical devices must be registered with the relevant ministry before they can be imported or listed, and only a licensed entity in Vietnam can hold those registrations. A cross-border seller cannot.
If your products fall in these categories, you need either your own company or a local importer of record or distributor to register them under its own licenses.
Keep in mind that registrations attach to whoever holds them. If your distributor registers your products and you later switch partners or move to your own entity, the products generally need to be re-registered. Brands planning a long stay in the market usually end up owning the entity that holds their registrations for exactly this reason.
There is also a middle path: appoint a neutral license holder rather than a commercial distributor. Emerhub can act as your product holder and hold your product registrations in Vietnam. This keeps the registrations in stable hands while you stay free to work with any distributor or sales channel, without re-registering your products. Get in touch with our team for more information.
For general goods, no such constraint applies. The cross-border route is open, and the choice comes down to control, cost, and how committed you are to the market.
How to Set Up a Foreign-Owned e-Commerce Business in Vietnam: Step-by-Step Process
Under the Law on Investment 2025 (Law No. 143/2025/QH15), effective 1 March 2026, foreign investors can now elect to establish the company first and obtain the investment certificate afterward, reversing the IRC-first order that applied for years.
On this route, the registration application includes a commitment that the investor satisfies the market access conditions. And the IRC must follow within 12 months of incorporation under the implementing Decree 96/2026/ND-CP.
Step 1: Establish Your Company (ERC)
Foreign investors generally choose between two corporate structures:
- Limited Liability Company (LLC): This is the most common choice for foreign e-commerce companies in Vietnam. It offers a simple governance structure, requires only one member, and limits your financial liability to your registered charter capital. This structure is highly efficient for single-founder brands or small partnership groups looking to scale rapidly.
- Joint Stock Company (JSC): A Joint Stock Company (JSC) requires at least three founding shareholders and carries a heavier administrative structure. However, it is the only entity type that can issue public shares. This makes it suitable for ventures planning outside investors or a future listing.
To register your company, file online through the National Enterprise Registration Portal using an organisational eID. Emerhub helps you prepare, notarize and file all mandatory documents at this stage, including:
- The enterprise registration application form
- Your company charter
- A list of members or shareholders with their capital contribution ratios
- Valid passports or ID documents for each member and the legal representative
- Proof of a registered office address in Vietnam
- For corporate investors, your certificate of incorporation and constitution, legalised and translated into Vietnamese
Upon approval, the Business Registration Office (BRO) under the provincial Department of Planning and Investment (DPI) issues your Enterprise Registration Certificate (ERC) within 3 to 5 working days.
Step 2: Complete Post-Incorporation Setup
The ERC gives you legal standing, but it does not allow you to trade just yet. A set of time-sensitive registrations follows, and missing their deadlines carries costly penalties. Emerhub manages these as part of our compliance package:
- Open a Direct Investment Capital Account (DICA). Every unit of foreign capital enters Vietnam through this account at a licensed local bank. Your charter capital must be deposited within 90 days of ERC issuance.
- Register your tax method and e-invoicing. Your enterprise code doubles as your tax ID, but you must still register your tax method and e-tax account with the local tax office within 10 working days.
- Appoint your officers and issue your seal. Vietnamese law requires a legal representative and a chief accountant in place before you operate. You must also issue the company seal, physical or digital, since it authorizes your contracts and filings.
- Register with the labor authorities and social insurance. Notify DOLISA that your company is employing staff. Then, register with the district-level Social Insurance agency within 30 days of signing your first employment contract
Step 3: Obtain the Investment Registration Certificate (IRC)
The IRC stays mandatory for foreign investors, even on the ERC-first route. It approves your investment project and records your capital, scope, and project term. Because you must obtain it within 12 months of your ERC, our experts will run the application in parallel with your setup. We apply through the provincial DPI, which issues it in about 15 working days, provided all your documents are in order.
Here’s an overview of what you can and cannot do at this stage of the setup process:
- What you can do without the IRC: With just your ERC and corporate bank accounts, you are a valid legal entity. You can lease physical property, pay administrative deposits, sign vendor agreements, buy office equipment, and hire administrative staff to prepare your business.
- What you cannot do without the IRC: You cannot conduct commercial sales, import inventory for trade, list products publicly, or apply for sub-licenses. All active commercial trading remains frozen until the DPI formally approves your investment project through the IRC.
Step 4: Secure Industry-Specific Licenses
The licenses you need here depend on what you sell, where it comes from, and how you store it, not on your company structure alone.
- Retail Trading License (Decree 09/2018/ND-CP). Authorizes you to distribute goods directly to consumers, which sits at the heart of most online stores. The MoIT reviews your financial capacity and product list before issuing it, so your charter capital and business scope from the earlier steps feed straight into this approval.
- Import License. If you bring your own stock into Vietnam, you add this on top of the trading license. Some categories sit on a non-automatic list and face closer inspection, which lengthens the timeline.
- Product registration. Regulated goods such as cosmetics, supplements, food, and medical devices clear registration with the relevant ministry before they go on sale, as covered above.
If you run your own warehouse, the facility carries its own approvals before you can use it. Most online sellers skip this layer by using a third-party fulfilment provider or our Importer of Record service, which store and ship under existing licenses. Once you bring storage in-house and you take on:
- Business location registration. A warehouse at an address other than your head office registers as a business location or branch.
- Fire Safety Certificate. Issued by the police under Decree 136/2020/ND-CP, this confirms the warehouse meets fire prevention codes. It applies to foreign and local companies alike and must be in place before you operate.
- Environmental Protection Commitment or Assessment. Required depending on the size of the facility and the goods you store.
- Product-specific storage permits. Regulated stock adds its own conditions, such as a Food Safety Certificate for food and beverages or Ministry of Health approvals for cosmetics and medical devices.
Step 5: Register Your Website or App with the MoIT
The final step is to link your legal entity to your digital storefront. It generally takes two to three weeks, wrapping up your entire three-to-five-month market entry timeline.
Before you process your first payment, Emerhub manages the submission of your platform details to the official MoIT e-commerce portal on your behalf.
For direct retail websites (Direct Platforms), we complete the online notification process for you. If you are launching a multi-vendor marketplace (Intermediary Platform), our legal specialists manage the comprehensive portal registration process. We handle the drafting of all required documentation, including your terms of service, return policies, and consumer data protection plans, to ensure your portal passes government audits without delay.
Taxes for E-commerce Sellers in Vietnam
Your business model dictates your legal relationship with the General Department of Taxation (GDT). If you sell through a local Vietnamese corporate entity, you manage your domestic tax filings directly and are exempt from platform withholding.
On the other hand, selling as a non-resident cross-border merchant triggers distinct compliance pathways depending on whether you operate as an individual or an international corporate entity.
| Tax Category | Without Local Entity (Cross-Border Sellers) | With Local Entity (Direct Selling/Local Incorporation) |
|---|---|---|
| Value-Added Tax (VAT) | Platforms automatically withhold 1% VAT at payment confirmation for individual merchants. Foreign corporate suppliers must declare and pay VAT via the GDT Foreign Supplier Portal. | Standard 10% VAT collected on consumer transactions, offset by company input VAT credits. |
| Income Tax (CIT / PIT) | Platforms withhold 1% PIT for non-resident individuals. Foreign corporate sellers pay a deemed CIT rate calculated on revenue through portal filings. | Standard 20% Corporate Income Tax (CIT) assessed on net corporate profits. |
| Filing Obligations | Monthly platform withholding and remittance for individuals. Quarterly self-filing via the GDT portal for foreign corporations. | Self-declared quarterly and reconciled annually by your appointed Chief Accountant. |
| Border Duties | Customs duties and import VAT apply immediately at the border on individual consumer shipments. | Handled directly during bulk customs clearance and recorded as corporate input VAT credits. |
| Invoicing Requirements | No local e-invoice (hóa đơn điện tử) required. Marketplace transactions use platform order receipts or international invoices. | Mandatory to issue official electronic invoices through the national portal for every completed sale. |
Whether or not you have a local entity, Emerhub can handle your tax obligations to keep you fully aligned with current Vietnamese regulations.
What to Get Right from the Start
Once your storefront goes live, selling to local consumers introduces unique operational challenges that can lead to costly disruptions if handled incorrectly. Here are some of the most common ones our advisors come across:
- Draft your business scope with precision during the incorporation phase. Failing to register the exact VSIC and CPC codes for every product category you plan to sell forces you to run costly amendments before you can list new inventory or secure your storefront approvals.
- Secure your MoIT website clearance before processing a single transaction. Operating an unapproved online store or digital application triggers heavy administrative fines and immediate platform shutdowns by local authorities.
- Obtain all mandatory product registrations and localized labeling before dispatching stock. Attempting to import regulated goods like cosmetics, food, or dietary supplements without prior ministry clearance results in custom border seizures and rejected shipments.
- Establish a localized customer support system and coordinate with a trusted domestic logistics partner. Vietnamese shoppers rely heavily on real-time assistance in their native language and overwhelmingly prefer cash-on-delivery (COD) payments. This can leave your sales revenue stranded in transit if you do not have a local partner to collect and remit your funds.
Emerhub can help you eliminate these risks as your local partner. We can handle your incorporation, scope drafting, licensing, and ongoing tax compliance. On the other hand, our Importer of Record service also handles your import processes to the point of delivery.
Contact our local experts to learn more about how we can support your e-Commerce activities in Vietnam. Schedule a free consultation with our local advisors via the form below.
Frequently asked questions
1. Which products need registration before I can sell them online in Vietnam?
Any regulated consumer goods require formal product registration or notification before they can be imported and sold. This category includes cosmetics, dietary supplements, food and beverages, medical equipment, and electronics. These applications must be submitted to the relevant ministries by a legally registered business in Vietnam.
2. What are the key requirements to start an e-Commerce business in Vietnam as a foreigner?
To start a local company, you must secure a physical office address, appoint a resident legal representative, and register realistic charter capital to cover your initial setup costs. If you do not want to set up a local company, you can sell cross-border on established marketplaces. However, you must prepare for automatic tax withholding and manage the customs requirements for imported goods.
3. How long does it take to register a foreign-owned e-commerce business in Vietnam?
The entire process generally takes between 3 and 5 months, provided your paperwork is in order. This timeline includes obtaining your Investment Registration Certificate (IRC), securing your Enterprise Registration Certificate (ERC), and applying for your retail Trading License. Note that registering your website with the MoIT typically takes an additional 2 to 3 weeks once your company is fully set up.
4. Can I sell on Shopee or Lazada in Vietnam without setting up a company?
You can register as an international seller on these platforms through their cross-border merchant programs. You can do this as either a foreign-registered company or as a foreign individual seller. However, your shipments must clear customs and will face immediate import duties and VAT. Under Decree 117/2025/ND-CP, the platforms will also automatically deduct your taxes from your sales revenue before sending your payments.