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May 10, 2025How to Establish a Foreign-Invested E-Commerce Company in Vietnam: Essential Steps for Success (2026)
Establish a foreign-invested e-commerce company in Vietnam has become an increasingly popular choice for international businesses, as the online retail market has continued to grow rapidly in recent years. With a young population, high internet penetration, and a strong shift toward digital consumption, Vietnam is widely regarded as one of the most dynamic e-commerce markets in Southeast Asia.
However, in order to implement an investment project smoothly, investors need to clearly understand the legal regulations, market access conditions, as well as the licensing procedures before officially operating their business in Vietnam.
What e-commerce business models can foreign investors engage in?
Depending on their business objectives, foreign investors may choose from a variety of operating models when entering the Vietnamese market.
The most common model is direct-to-consumer online sales through a company-owned website or mobile application. This model is widely adopted by international retail brands seeking to reach Vietnamese customers.
In addition, enterprises may develop platforms that connect businesses with other businesses (B2B), serving procurement, distribution activities, or providing technology solutions for corporate clients.
Another rapidly growing model is operating an e-commerce trading platform (marketplace), where multiple sellers can participate in offering products or services. Under this model, the company not only engages in business activities but also acts as an e-commerce service provider and must comply with additional regulatory obligations issued by the Ministry of Industry and Trade.
Beyond goods trading activities, many foreign investors also choose to provide online platforms such as software services, booking systems, membership registration services, online education, or other digital services. Depending on the specific sector, additional specialized licenses may be required before operation.
Can foreign investors own 100% of an e-commerce company in Vietnam?
This is one of the most frequently asked questions when investors explore the Vietnamese market. In practice, Vietnam has opened up relatively broadly to the e-commerce sector under its WTO commitments and various new-generation free trade agreements. Therefore, in most cases, foreign investors are permitted to own up to 100% of the company’s charter capital.
However, full ownership does not mean that all business activities can be conducted without conditions. If the company also operates in conditional business sectors or engages in activities related to distribution rights, advertising, logistics, or other specialized industries, additional legal requirements may apply. Therefore, reviewing business lines at the project preparation stage is essential to avoid legal obstacles during licensing.
Common business lines for establishing an e-commerce company
Foreign-invested enterprises must register appropriate business lines with Vietnamese authorities. For e-commerce and related activities, the commonly registered industry codes include:
| No. | Industry Name | Industry Code (VSIC 2025) | |
|---|---|---|---|
| 1 | Retail sale via mail order houses or via Internet. Details: E-commerce trading floor service | 47910 | |
| 2 | Other information technology and computer service activities | 62090 | |
| 3 | Other information service activities not elsewhere classified Details: Telephone information services; Information retrieval services on a contract or fee basis | 63990 | |
| 4 | Web portals | 63120 | |
| 5 | Advertising | 73100 | |
| 6 | Market research and public opinion polling | 73200 | |
| 7 | Activities of call centres | 82200 | |
| 8 | Organization of conventions and trade shows | 82300 | |
| 9 | Other amusement and recreation activities not classified elsewhere | 93290 |
Requirements for establishing a foreign-invested e-commerce company
Foreign investors wishing to establish an e-commerce company in Vietnam must first ensure that their business activities comply with Vietnam’s market access commitments under the WTO and free trade agreements (FTAs). This is the basis for the competent authority to review and approve the investment project.
In addition, the enterprise must register appropriate business lines corresponding to its intended operations. For certain specialized sectors such as advertising, logistics, telecommunications, or publishing, investors may need to meet additional conditions or consider partnering with Vietnamese entities.
Although current regulations do not impose a minimum capital requirement for most e-commerce projects, investors must still demonstrate financial capacity appropriate to the project scale and fully contribute the registered charter capital.
Furthermore, the company must have a lawful registered office address in Vietnam and a legal representative to exercise the company’s rights and obligations during operation. These are the basic requirements that must be prepared before proceeding with business establishment procedures.
Procedures for establishing a foreign-invested e-commerce company in Vietnam
After fulfilling all necessary conditions, investors will proceed with the company establishment procedures as prescribed.
Step 1: Apply for the Investment Registration Certificate (IRC)
For foreign investors, this is a mandatory procedure before establishing a company in Vietnam. In the investment application dossier, investors must clearly present the project objectives, business model, scale of operations, capital structure, and financial capacity. The competent authority will assess the project’s compliance with Vietnamese law and international commitments.
Currently, investment applications are received and processed by the Department of Finance where the enterprise plans to locate its headquarters under the new administrative structure. Once approved, the investor will be issued an Investment Registration Certificate, officially recognizing the project in Vietnam.
Step 2: Apply for the Enterprise Registration Certificate (ERC)
After obtaining the Investment Registration Certificate, investors must proceed with company incorporation procedures to obtain the Enterprise Registration Certificate.
The dossier includes the company charter, shareholder or member information, management structure, registered office address, and business registration contents. Under regulations effective from 2025, enterprises are required to declare beneficial ownership information in the business registration dossier. Once the ERC is issued, the company is legally established and recognized as a legal entity and may proceed with further operational steps.
Step 3: Apply for a business license for retail distribution activities (if applicable)
Many investors mistakenly believe that all e-commerce companies must obtain a business license. In reality, this requirement depends on the specific business model.
If the company conducts retail distribution of goods directly to consumers in Vietnam, it may be required to obtain a business license under regulations governing distribution rights of foreign-invested enterprises.
However, companies providing software, technology platforms, digital services, or models that do not involve distribution rights are generally not subject to this licensing requirement.
Step 4: Notification or registration of the e-commerce website
After completing investment and enterprise procedures, the company must notify or register its e-commerce website with the Ministry of Industry and Trade.
For websites used solely to introduce and sell the company’s own products or services, a website notification procedure is required.
In contrast, if the company operates a marketplace allowing third-party sellers to participate in sales, provide services, or post transaction information, it must register the e-commerce trading platform in accordance with regulations.
Applications are submitted online through the Ministry’s e-commerce management system. Only after approval or confirmation can the website be legally operated.
Green NRJ supports foreign-invested e-commerce company establishment in Vietnam
Establishing a foreign-invested e-commerce company in Vietnam is not limited to business registration procedures but also involves investment regulations, business licensing, and e-commerce compliance obligations. Missing or incorrectly performing any step may result in delays or the need for additional documentation.
With experience supporting international investors in Vietnam, Green NRJ provides end-to-end advisory and assistance services, including investment structuring, Investment Registration Certificate application, Enterprise Registration Certificate application, business licensing advisory, and e-commerce website notification or registration procedures. We help investors save time, reduce legal risks, and quickly bring their projects into compliant operation in Vietnam.
