A COMPLIANCE HANDBOOK FOR TECH STARTUPS AND E-COMMERCE BUSINESSES IN VIETNAM

From company formation to legally operating your website and application

Market overview

Vietnam is one of the fastest-growing e-commerce markets in Southeast Asia. That growth attracts thousands of technology startups every year. Furthermore, with the rapid advancement of technology, it is evident that every business activity is now accompanied by an application or website to serve consumer needs.

In the process of advising Vietnamese enterprises, we have observed that most business owners believe they only need to build a website, launch an app, and begin seeking customers. However, under current legal regulations, that is only half the journey. The remaining steps — from company incorporation and selecting business line codes to obtaining industry-specific business licenses and notifying or registering websites and applications — if neglected, can lead to fines ranging from tens to hundreds of millions of VND, or even the forced removal of applications and revocation of domain names. If you have already been operating profitably, all generated profits may be confiscated into the state budget.

This article has been prepared by the Van Pham LLC team based on prevailing legal regulations, intended for anyone intending to or currently building and operating technology, sales, online services, or e-commerce models in Vietnam. We hope this will serve as a useful resource to help Investors outline the necessary steps before commencing business operations.

1. Establishing the Company — Choosing the Right Legal Form

Everything starts here. Under the Enterprise Law 2020, the most common legal forms in Vietnam are the single-member limited liability company (LLC), the multi-member LLC, and the joint-stock company. For technology startups and e-commerce businesses, the LLC is the most common choice due to its flexible governance structure and liability limited to contributed capital. When seeking to scale up or receive capital from investment funds or other investors, companies typically convert to a joint-stock company model with more complex capital and governance structures.

For foreign-invested enterprises (FDI), investors must perform additional procedures to apply for an Investment Registration Certificate (IRC) at the relevant Department of Finance or Industrial Park Management Board. Previously, the IRC was a mandatory step and a prerequisite for applying for an ERC. However, pursuant to the Law on Investment 2025, the IRC may be processed after incorporating the company and obtaining the ERC in certain cases prescribed by law.

2. Selecting Business Sector Codes Under Decision 36/2025/QD-TTg

According to Decision 36/2025/QD-TTg issued by Vietnam Prime Minister on 29 Septermber 2025, promulgating the new Vietnam Standard Industrial Classification (VSIC 2025), effective from 15 November 2025, replacing the previous Decision 27/2018/QD-TTg. The new system represents a significant step forward: it introduces dedicated industry codes for emerging fields including artificial intelligence, cross-border e-commerce, financial technology (Fintech), data processing services, and digital information portals.

The VSIC has a five-level hierarchical structure. When registering a business, enterprises must use the Level 4 code (four digits) and may supplement it with a Level 5 code or a detailed business description.

For technology and e-commerce startups, the most relevant codes fall under two primary groups:

• Group K — Telecommunications: computer programming, consultancy, computer infrastructure and other information service activities: covering software and mobile application development, IT services, data processing, digital portals, cloud computing services, and Fintech.

• Group G — Wholesale and retail trade: covering e-commerce sales of goods, e-commerce marketplace services, and online retail.

Important note: Enterprises registered before 15 November 2025 may continue operating under their existing codes, but must update to VSIC 2025 codes whenever they make any change to their registered business content. Registering codes that do not accurately reflect actual operations can constitute a violation of trading outside registered business scopes.

3. The Business License Under Decree 09/2018/ND-CP — Specific to FDI Companies

Under Article 5(1) of Decree 09/2018/ND-CP, foreign-invested enterprises must obtain a Business License (Giấy phép kinh doanh) before conducting the following activities in Vietnam: retail distribution of goods, logistics services, goods rental, provision of e-commerce services (including e-commerce marketplace platforms), trade promotion services, and organization of goods and services auctions.

In practical terms: an FDI company operating a sales website or an e-commerce marketplace platform in Vietnam must hold a Business License before formally launching services, even if it already holds a valid ERC and IRC.

The Business License is issued by the Department of Industry and Trade (Sở Công Thương) in the province where the company is headquartered. The dossier includes an application letter, a business plan, financial documents, and project-related materials. Processing time is 10 working days in cases not requiring consultation with the Ministry of Industry and Trade, or 28 working days where such consultation is required.

Practical note: For marketplace platforms with multiple-seller functionality, the legal requirements are even more complex and a Business License is invariably required. Legal advice should be sought before service launch.

4. Is Your Website or App Subject to Registration or Notification — and What Is the Difference?

This is the most practically urgent question for any startup. Under Decree 52/2013/ND-CP (as amended and supplemented by Decree 85/2021/ND-CP) and Circular 47/2014/TT-BCT, Circular 59/2015/TT-BCT, two distinct compliance regimes apply: notification and registration.

What requires NOTIFICATION to the Ministry of Industry and Trade:

An e-commerce sales website (website bán hàng) — a website established by a trader, organization, or individual to sell their own goods or provide their own services — must undergo notification only if the website has an online ordering function. This is the key reform introduced by Decree 85/2021/ND-CP: websites that only present product or service information without an online ordering function are exempt from notification.

Mobile e-commerce sales applications (apps) also require notification.

What requires REGISTRATION with the Ministry of Industry and Trade:

An e-commerce trading floor (sàn giao dịch thương mại điện tử) — a website or application providing an environment for multiple traders, organizations, or individuals to conduct commercial transactions — must undergo registration, which is a more rigorous process than notification. This applies to marketplace models and multi-seller e-commerce platforms.

Specialized e-commerce services such as e-commerce website credit rating services and electronic contract authentication services also require registration.

Summary table:

Type of platform	Compliance regime
Sales website with online ordering function	Notification
Mobile sales application	Notification
Website presenting products/services without online ordering	No notification required
E-commerce marketplace (multi-seller platform)	Registration
Electronic contract authentication service	Registration

5. How to Complete the Notification or Registration

All notification and registration procedures are completed online through the E-Commerce Management Information Portal at www.online.gov.vn.

For notification (sales websites and apps):

The trader, organization, or individual creates an account on online.gov.vn and submits the notification online. Required information includes the operator's name, address, tax code, website domain name or application name, categories of goods or services offered, and payment account details (if applicable). Upon confirmation, the system issues a notification code and a Ministry of Industry and Trade confirmation logo that the business must display on its website or app.

This procedure must be completed before officially selling goods or providing services to consumers.

Note on decentralization: Under Decree 146/2025/ND-CP, from 1 July 2025 to 28 February 2027, the authority to receive e-commerce sales website notifications has been delegated to provincial-level People's Committees. Businesses should consult their local authority's guidance during this transitional period.

For registration (e-commerce marketplaces):

The registration process is more involved. It requires submission of an online dossier through the portal, including an E-Commerce Service Provision Plan (Đề án), the marketplace's operating regulations, logistics model information, and subsequently the submission of a complete paper dossier to the Department of E-Commerce and Digital Economy, Ministry of Industry and Trade. The applicant must monitor the processing status and respond to any supplementary information requests within 30 days.

For foreign traders and organizations providing e-commerce services in Vietnam: registration with the Ministry of Industry and Trade is mandatory. They must also establish a representative office in Vietnam or designate an authorized representative in Vietnam.

6. Why Notification and Registration Matter — and the Cost of Non-Compliance

Many startups ask us, the application has just launched, we are unsure if it will receive positive sales volume, is it necessary to register our app? Below reasons listed out for your reference. 

The legal rationale for compliance:

The notification and registration framework is not merely administrative procedure. It is a regulatory tool designed to protect consumers, combat commercial fraud, ensure market transparency, and support government inspection and enforcement. Businesses that complete notification or registration appear in the Ministry of Industry and Trade's official database — which also serves as a credibility signal to buyers and partners.

Administrative penalties:

Under Decree 98/2020/ND-CP (as amended by Decree 17/2022/ND-CP and Decree 24/2025/ND-CP effective 21 February 2025), the following penalties apply to e-commerce violations:

• A fine of VND 10 to 20 million for failure to notify the competent state authority of an e-commerce sales website or sales application before selling goods or providing services to consumers (applicable to organizations; individuals are fined half this amount).

• A fine of VND 20 to 30 million for failure to register an e-commerce service provision website (marketplace) with the Ministry of Industry and Trade.

Beyond monetary penalties, competent authorities may also impose the additional sanctions of compulsory withdrawal of the .vn domain name of the e-commerce website, or compulsory removal of the mobile application from application stores. These consequences can be far more damaging to business operations than the financial penalties alone.

The maximum administrative fine in the commercial sector applicable to organizations can reach VND 200 million.

Note: Violations relating to information and transaction obligations on websites and apps, and to consumer data privacy in e-commerce activities, carry separate penalty ranges from VND 2 to 60 million depending on the specific conduct.

Conclusion

Success in e-commerce requires more than a strong product and superior technology — it requires a solid legal foundation. A startup that bypasses the legal compliance stage early on will inevitably face the risk of enforcement action, operational disruption, or loss of trust from users and partners, miss the M&A opportunities from potential investors. 

If you are preparing to launch a website, application, or e-commerce business model in Vietnam — particularly one involving foreign capital — we encourage you to seek professional legal guidance to map out the right compliance path from the outset.

Disclaimer: This article is provided for general informational purposes only and does not constitute legal advice. The content reflects applicable laws and regulations at the time of publication and may be subject to change. Each situation may involve specific facts and circumstances that require independent legal analysis. Businesses and individuals should not act or refrain from acting based solely on the information contained in this article without seeking specific legal advice. Van Pham LLC accepts no liability for any loss or damage arising from the use of or reliance on the information presented herein without specific consultation from our lawyers or experts.