1. Introduction

Vietnam has become a booming market for e-commerce thanks to a growing middle class and increasing internet penetration. For foreign investors seeking to establish an e-commerce company in Vietnam, understanding the legal framework and procedural requirements is essential. This guide provides a clear, detailed, and updated overview of how to legally establish a foreign-invested e-commerce business in Vietnam.

2. Overview of Legal Framework

Foreign investment in e-commerce in Vietnam is governed by the following legal instruments:

• Law on Investment 2020 (amended by Law No. 57/2024/QH15): Governs foreign investors’ activities and forms of investment. Amendments took effect from January 15, 2025, with some provisions applicable from July 1, 2025.

  Law on Enterprises 2020: Regulates the establishment, operation, and management of all enterprises in Vietnam.

  Decree No. 09/2018/ND-CP: Governs trading rights and related activities of foreign-invested enterprises.

  Decree No. 52/2013/ND-CP, as amended by Decree No. 85/2021/ND-CP: Defines legal requirements and activities related to e-commerce.

  Circular No. 47/2014/TT-BCT, amended by Circular No. 21/2018/TT-BCT and Circular No. 01/2022/TT-BCT: Guides the notification and registration of e-commerce websites with the Ministry of Industry and Trade (MOIT).

These laws and regulations collectively shape the path that foreign investors must follow to operate e-commerce businesses legally in Vietnam.

3. Types of E-Commerce Business Activities

Foreign-invested companies can engage in the following types of e-commerce operations in Vietnam:

• Business-to-Consumer (B2C): Selling goods and services directly to end customers via an online platform.
• Business-to-Business (B2B): Facilitating transactions between businesses through a digital marketplace.
• Online Platform Operation: Operating a multi-seller marketplace that enables third-party merchants to sell goods and services.
• Online Services: Providing digital services such as SaaS platforms, online booking systems, or subscription-based services.

Each type of activity may require different licenses or procedures, especially for those facilitating third-party transactions.

4. Business Line Code and Ownership Rules

Business Line Code

Foreign investors must register appropriate business lines with the Vietnamese authorities. For e-commerce and related activities, the common codes include:

Can Foreign Investors Own 100%?

Yes. In accordance with Vietnam’s WTO commitments, most FTAs (e.g. CPTPP, EVFTA) and investment policies, foreign investors are allowed to own up to 100% of charter capital in most e-commerce businesses, especially in retail via the internet. Exceptions may apply in sectors requiring conditional market access, such as logistics or advertising.

5. Key Conditions and Requirements

To legally operate a foreign-invested e-commerce company in Vietnam, investors must meet the following conditions:

• WTO and FTAs: The business lines must comply with Vietnam’s commitments to the World Trade Organization and other free trade agreements.
• Business Scope: The company must only engage in permitted activities. For example, certain industries like publishing, pharmaceuticals, or telecommunications require additional licenses or are restricted.
• Vietnamese Partner: In some sectors, especially in advertising or logistics, a Vietnamese partner may be required by law.
• Capital Contribution: Investors must contribute capital as committed in the IRC within the specified timeline (usually 90 days from ERC issuance). While there is no fixed minimum capital, the amount should reflect the scale of operations and must be sufficient to cover expenses.
• Business Location: A physical business address is required. Virtual offices or shared workspaces may not be accepted for certain registrations.
• Legal Representative: A legal representative must be appointed and reside in Vietnam. This person is responsible for the company’s compliance and legal obligations.

6. Step-by-Step Process to Set Up an E-Commerce Company

🔹 Step 01: Obtain the Investment Registration Certificate (IRC)

Purpose: This certificate is required to record foreign capital investment in Vietnam. It’s the first step before registering a business entity.

Authority: Department of Planning and Investment (DPI) in the province where the company is located.

Process:

1. Prepare an investment proposal, including business scope and capital structure.
2. Submit documents such as the investor’s legal status, financial capacity, and intended business lines.
3. DPI will evaluate whether the investment aligns with Vietnam’s development plans and international commitments.

Outcome: The IRC confirms that the Vietnamese government permits the investor to contribute foreign capital to a local business.

🔹 Step 02: Obtain the Enterprise Registration Certificate (ERC)

Purpose: The ERC is the license that officially recognizes the existence of the company in Vietnam.

Authority: Business Registration Office under the DPI.

Process:

1. Submit an application with the company charter, business name, address, and list of shareholders.
2. Determine the management structure and legal representative.
3. Ensure that the registered office is valid and meets local requirements.

Outcome: Issuance of the ERC marks the legal birth of your company in Vietnam’s business registry.

🔹 Step 03: Apply for a Trading License (if applicable)

Purpose: Foreign-invested companies conducting goods retail or e-commerce trading may need this license to operate legally.

Authority: Department of Industry and Trade (DOIT) in the province or city where your company is registered.

When Required:

This license is mandatory for FDI companies engaging in retail of physical goods through online channels. It does not apply to:

• Companies providing services (e.g., digital platforms, software)
• Businesses selling only to other enterprises (B2B)

Process:

1. Apply after obtaining the Investment Registration Certificate (IRC) and Enterprise Registration Certificate (ERC).
2. Submit a detailed explanation of the goods to be sold, website operations, and logistics/delivery model.
3. DOIT reviews the application for market impact, compliance, and consumer protection.

Outcome: Once approved, your company may legally engage in online retail sales of goods in Vietnam.

🔹 Step 04: Notify/Register Your E-Commerce Website

Purpose: To comply with Vietnam’s e-commerce regulations under Decree 52/2013/ND-CP (amended by Decree 85/2021/ND-CP), businesses must notify or register their e-commerce websites, depending on the nature of their operations.

Authority: Department of E-commerce and Digital Economy, under the Ministry of Industry and Trade (MOIT).

Types of Activities:

• Notification: Required for e-commerce websites that sell the company’s own goods or services.
• Registration: Required for e-commerce service platforms that allow third-party sellers or service providers to operate (e.g., multi-vendor marketplaces, online booking portals).

Process:

1. Create an account on the MOIT e-commerce portal (online.gov.vn).
2. Submit the required documents, such as:

   Enterprise Registration Certificate (ERC)

   Website domain ownership proof

   Information on business activities and terms of service

    

3. Await confirmation from the MOIT.

Outcome: ou will receive either a notification confirmation or a registration certificate, enabling your website to operate legally in Vietnam..

7. Frequently Asked Questions (FAQ)

Q1: Can foreign investors own 100% of an e-commerce business in Vietnam?
Yes, foreign ownership of up to 100% is permitted in most e-commerce sectors, subject to WTO and Vietnam’s local commitments.

Q2: How long does the entire setup process take?
Generally, it takes 30–45 working days, depending on the complexity of the business and the location of registration.

Q3: Is a physical office in Vietnam required?
Yes. A physical office lease or owned premises must be shown to register your business and receive licenses.

Q4: Is the Trading License mandatory for all e-commerce companies?
No. If your business only operates an online platform without direct retail activity, a Trading License may not be required. However, professional legal advice is recommended to confirm based on your specific business model.

Q5: Can the legal representative be a foreigner?
Yes. A foreigner can act as the legal representative, but they must reside in Vietnam and fulfill all legal obligations.

8. Green NRJ – Your Trusted Partner in Vietnam

At Green NRJ, we specialize in helping foreign investors establish e-commerce businesses in Vietnam smoothly and compliantly. Our experienced consultants assist with every step of the process, from legal setup to operational compliance.

✅ Our support includes:

• Pre-investment consultation and structure planning
• Full support with IRC and ERC applications
• Trading license consultation and application
• MOIT website notification or registration
• Address setup and office leasing support

👉 Let Green NRJ be your reliable partner in Vietnam. Contact us today to begin your e-commerce journey with clarity and confidence.

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