More than a decade after the issuance of Decree No. 52/2013/ND-CP (as amended by Decree No. 85/2021/ND-CP; collectively, “Decree 52”), Vietnam’s legal framework for e-commerce is under growing pressure to keep pace with the evolving digital economy. While Decree 52 has provided a foundational framework, it has shown certain limitations in keeping up with issues such as counterfeit goods, intellectual property enforcement, unqualified products, and emerging models like livestream selling and affiliate marketing.

To address these regulatory gaps, the Ministry of Industry and Trade (MOIT) has released the 2025 Draft E-Commerce Law (“Draft Law”) for public consultation. The Draft Law is intended to supersede the current framework under Decree 52 and establish a more detailed and comprehensive legal foundation for the regulations of e-commerce activities in Vietnam. It is currently expected to be submitted to the National Assembly for review and potential adoption during its 10th session in October 2025.

In this article, we discuss the Draft Law’s most significant updates and legal developments in comparison to existing regulations, and assess the practical challenges that businesses may face in preparing for implementation in the near future.

Platform Classification: Toward a More Nuanced Framework

Unlike Decree 52’s simpler structure, which broadly categorized platforms into either (i) websites selling goods and services or (ii) websites providing e-commerce services, the Draft Law introduces a more detailed framework that aims to classify platforms based on their technical functions and business models. Specifically, the Draft Law introduces a four-tier classification system for e-commerce platforms, consisting of: (i) Direct Business Platforms, (ii) Intermediary Platforms, (iii) Social Networks with E-Commerce Functions, and (iv) Multi-Service Integrated Platforms. This approach reflects an effort to more accurately capture the complexity of today’s e-commerce landscape, including hybrid platforms such as TikTok Shop.

While this approach reflects the growing complexity of the digital/e-commerce landscape, it currently lacks clear criteria or thresholds for distinguishing between categories. This ambiguity may create uncertainty for platforms that operate across multiple functions, such as combining direct sales, third-party marketplaces, and social commerce features. While such models may potentially fall under the “Multi-Service Integrated Platforms” category, the Draft Law does not currently provide clear criteria to distinguish between overlapping platform types. As a result, it remains unclear how these platforms should be classified and which set of compliance obligations would apply.

Operator Responsibilities: Broader Scope and Heightened Compliance Burden

While Decree 52 required platform registration and basic post-facto monitoring, the Draft Law significantly expands the scope of responsibilities imposed on platform operators. Under the Draft Law, platforms must conduct identity verification for all sellers, including foreign sellers; however, the types of documents deemed legally sufficient for verifying foreign entities have not yet been clarified.

Furthermore, the Draft Law introduces the implementation of automated content moderation tools to screen seller-generated content prior to display, marking a notable advancement beyond the requirements of Decree 52. While the obligation to remove unlawful content within 24 hours upon request from competent authorities remains consistent with Decree 52, the Draft Law imposes additional responsibilities for proactive monitoring and enhanced compliance, particularly in light of heightened regulatory concerns regarding counterfeit goods and consumer protection.

Livestream and Affiliate Regulation: New Obligations to Fill Regulatory Gaps

Previously unregulated under Decree 52, livestream selling and affiliate marketing are now expressly addressed under the Draft Law. These provisions reflect growing regulatory concern over KOLs and influencers promoting products without clear origin and/supporting documentation.

While the new requirements are intended to improve transparency and strengthen consumer protection, they also introduce additional compliance burdens, not only for individual marketers, but also for platform operators. In particular, platforms must implement mechanisms to (i) warn users/viewers of content that is unsuitable for children and (ii) monitor livestream content in real time, enabling the removal of prohibited information and the termination of livestreams containing violating content.

Cross-Border Rules: From Local Presence to Legal Accountability

Under Decree 52, foreign e-commerce platforms targeting Vietnam via Vietnamese domain names, language interfaces, or a high volume of domestic transactions are required to register with the authorities and either establish a representative office or appoint an authorized local representative. While the existing regulations do not fully ensure enforcement against violating foreign platforms, this requirement ensured that authorities had a local point of contact.

The Draft Law retains these jurisdictional thresholds but introduces a significant shift. Accordingly, the appointed local entity is now subject to joint liability for the platform’s compliance with Vietnamese law. This change reflects the MOIT’s efforts to close enforcement loopholes, particularly in relation to counterfeit goods, consumer protection, and cross-border tax compliance.

Supporting Services: Strengthening Oversight Across the E-commerce Chain

Decree 52 made only general references to supporting services such as logistics and payment, without defining their legal responsibilities or integrating them into the compliance framework. The Draft Law takes a more structured approach by explicitly identifying four categories of supporting services: technical infrastructure, logistics, payment, and electronic contract authentication. Providers of these services are now subject to specific obligations, including coordination with platforms and regulators, and implementation of internal inspection and monitoring mechanisms.

This shift seems to reflect the MOIT’s growing concern that the lack of regulation over third-party service providers has contributed to the circulation of counterfeit goods and tax evasion. By formally incorporating these service providers into the compliance framework, the Draft Law aims to close enforcement gaps and strengthen accountability across the digital supply chain.

Algorithm Disclosure: A New Compliance Burden for Platforms

For the first time, the Draft Law introduces provisions requiring e-commerce platforms to disclose information about their algorithms, such as logic, design, and modeling, upon request by competent authorities during violation inspections. While intended to enhance transparency and prevent abuse, this requirement would raise significant concerns for platform operators. Specifically, algorithms are often a company’s core intellectual property developed through substantial investment, and the Draft Law has not yet addressed the scope, format, or confidentiality protections surrounding such disclosures.

Outlook

Compared to the current regime, the Draft Law reflects a more structured and expansive approach, touching not only on core platform activities but also on affiliated functions such as payment, logistics, livestreaming, and data handling. While several provisions await further clarification, the direction of the government is clear: Vietnam is moving toward a more comprehensive, compliance-driven model of digital commerce regulation. Businesses are thus recommended to proactively review how the new obligations may impact their structures, operations, and risk exposure. Companies that adapt early will be best positioned to navigate the transition smoothly and maintain regulatory confidence in an increasingly complex e-commerce environment.