Dilinh Legal

VIETNAM’S LAW ON E-COMMERCE 2025

dilinhadmin — Tue, 28 Apr 2026 10:47:43 +0000

On December 10, 2025, the National Assembly of Vietnam passed the Law on E-Commerce (the “EC Law”), which takes effect on July 1, 2026. The E-Commerce Law marks the first time Vietnam has comprehensively regulated e-commerce at the statutory level, elevating the regulatory framework from a decree-based regime under Decree No. 52/2013/ND-CP (“Decree 52”) to a standalone law enacted by the National Assembly.

The E-Commerce Law signals a clear shift toward stricter oversight of digital platforms, enhanced consumer protection, and reinforced accountability of e-commerce stakeholders, particularly online marketplaces and cross-border platform operators.

This alert provides an overview of the key provisions of the E-Commerce Law most relevant to businesses.

Subjects of application and notable definitions

The EC Law applies to both domestic and foreign entities engaged in e-commerce activities in Vietnam. Under the EC Law, “e-commerce activity” is defined as “a commercial activity conducted partially or entirely in an electronic environment.” This definition is broader than that under Decree 52, which was limited to specific technical infrastructure such as the Internet, mobile telecommunications networks, or other open networks.

One of the core changes introduced by the EC Law is the formal classification of e-commerce platforms (“EC Platforms”) into four basic models for regulatory purposes:

Direct EC platform: A platform established by an organization or individual to directly sell its own goods or provide services (e.g., a brand’s own app or website offering digital content);
Intermediary EC platform: A platform that allows other organizations or individuals to register accounts to introduce, sell goods, or provide services on that platform (e.g., marketplaces and auction platforms);
Social network with e-commerce functions: A social network that integrates at least one of the following functions to support contract conclusion and e-commerce activities: online communication, online ordering, or livestreaming sales; and
Integrated EC platform: A platform that allows other EC Platforms to be integrated within it, excluding platforms that solely provide e-commerce support services or online communication functions for the integrated platform itself.

General responsibilities of EC platforms

Depending on the scale and integrated functions of each EC platform model, operators of each model bear different levels of responsibility. However, in general, they are all subject to the following obligations:

Fully, accurately, and clearly disclose information and organize implementation in accordance with the EC Law;
Submit periodic online reports via the E-Commerce Activity Management System or upon request of competent state authorities;
Implement measures to inspect, review, remove, and promptly handle violations upon detection or receipt of complaints regarding unlawful business activities;
Comply with requests from competent state authorities in dispute resolution, complaint handling, investigations, and enforcement against violations of law;
Publicly disclose the primary selection criteria applied when the EC platform uses algorithms or technical measures to restrict or prioritize the display of goods and services.

Stricter regulations on livestream sales activities

The EC Law identifies three groups of regulated entities in the context of livestream sales: platform operators, sellers, and individuals who conduct livestream sales directly. Notable points include:

EC platform operators must publicly disclose livestream sales regulations and establish mechanisms to control, receive, and resolve viewer complaints during and after livestream sessions. Platforms must also provide tools that enable live streamers to display legally required warnings about goods and services that may pose safety risks to consumers. Additionally, platforms must verify live streamers’ identities and, if required by law, ensure that the relevant government approves sellers’ advertising content. All image and audio data generated from livestream activities must be stored and remain accessible for at least one year.
Sellers are responsible for providing live streamers with documentary evidence of compliance with applicable business licensing conditions and product/goods quality requirements before conducting any live-stream sale. Where advertising content approval is required by law, sellers must submit such written approval to both the platform operator and the livestreamer before the livestream, and the livestream content must be consistent with the approved advertising content.
Live streamers are required to provide identity information for platform verification and to comply with the platform’s livestream regulations. They must decline to cooperate with sellers if the requisite business licensing documents and product/goods quality certification cannot be provided. Live streamers also need to adhere to the boundaries set by approved advertising content.

All three entities mentioned above are obligated to suspend livestream sales activities and remove unlawful content upon request from competent state authorities.

Strengthened management of cross-border e-commerce activities

Under the new regulations, foreign e-commerce platforms that (i) allow the use of Vietnamese as a display language, (ii) use a “.vn” domain name, or (iii) reach a prescribed transaction threshold with Vietnamese buyers (excluding direct-business e-commerce platforms that do not provide online order placement functionality) are subject to enhanced regulatory requirements. Specifically, such platforms are required to register with the competent authorities and to either appoint a local authorized entity or establish a legal entity in Vietnam.

Where platform operators would otherwise be required to establish a legal entity in Vietnam but are exempt from doing so under an applicable international treaty, the EC Law requires them to place a security deposit with an appropriate bank to ensure compensation for consumer damages and the fulfillment of financial obligations to the State.

Regulating e-commerce support services

The EC Law also supplements regulations governing organizations that provide e-commerce support services, including technical infrastructure services, payment services, intermediary payment services, logistics, and electronic contract authentication. These providers are brought within the compliance framework, reinforcing accountability across the broader e-commerce ecosystem.

Grace period

E-commerce websites, applications, and electronic contract authentication service providers that were notified or registered before the EC Law’s effective date are granted a grace period to continue operating under their existing registrations/notifications until June 30, 2027.

The impact of the EC Law on businesses

The EC Law significantly expands compliance obligations for businesses operating in or engaging with Vietnam’s digital marketplace. Platform operators, sellers, live streamers, and e-commerce support service providers are all subject to new or enhanced requirements. Businesses, particularly those operating cross-border, should assess their current structures and compliance frameworks promptly to ensure readiness ahead of the July 1, 2026, effective date.

Please get in touch with Ms. Diep Hoang at diep.hoang@dilinh.com and Mr. Michael Lee at michael.lee@dilinh.com for more information.

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Vietnam’s New Privacy Decree No. 356

dilinhadmin — Mon, 09 Feb 2026 10:32:24 +0000

On December 31, 2025, the Government of Vietnam issued Decree No. 356/2025/ND-CP, guiding the implementation of the Law on Personal Data Protection 2025. Effective January 1, 2026, Decree 356 replaces the previous Decree No. 13/2023/ND-CP. This new regulation establishes a rigorous, comprehensive framework for personal data protection in Vietnam, introducing stricter governance standards, expanded data definitions, and enhanced enforcement mechanisms. This alert provides an overview of the key aspects of Decree 356 that are most relevant to businesses.

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Vietnam’s Drug Advertisement and Promotion Rules

dilinhadmin — Wed, 28 Jan 2026 10:43:28 +0000

This article provides an overview of Vietnam’s rules on drug advertising and promotion.

I. Legal Framework

Under Vietnamese law, advertising is the use of individuals and media to introduce products, goods, or services, as well as the organizations or individuals that produce or provide such products, goods, or services, to a target audience. Meanwhile, sales promotion is a commercial activity that encourages the purchase and sale of goods or services by offering customers certain benefits. The Commercial Law¹, the Law on Advertising², and Decree 81³ are the main laws that govern advertising and sales promotion activities. For pharmaceutical products, in addition to the general requirements, advertising activities must also comply with the Law on Pharmacy⁴ and Decree No. 163⁵, and are subject to the management of the Ministry of Health (“MOH”).

II. Pharmaceutical Products Advertising

1. Conditions of pharmaceutical products advertising

Pharmaceutical products are permitted to be used for advertising if they meet the following requirements:⁶

• Belongs to the list of over-the-counter (“OTC”) medicines;

• Does not fall under cases of restricted use or use under medical supervision (e.g., prescription drugs) as recommended by the competent state authorities.

• A valid Marketing Authorization (“MA”) in Vietnam.

Before conducting advertising activities for pharmaceutical products, one of the following entities must obtain a certificate confirming the content of the drug advertisement from the MOH (the “Certificate”):⁷

• the MA holder;

• the authorised representative office in Vietnam of a foreign MA holder;

• pharmaceutical business entities authorised by MA Holder.

Such entity is referred to as the “Applicant.”

Any modification to the content of medicine advertising activities requires obtaining a new Certificate from the MOH, unless the change qualifies for an amendment to the Certificate.⁸

The Applicant may instead apply for an amendment to the current Certificate for the following type of changes:⁹

• Facility Details: Amending the name, address of the MA holder or manufacturing facilities.

• Applicant Details: Amending the name/address of the Applicant (provided the Applicant itself has not changed).

• Registration Holder: Amending the MA holder.

• Packaging & Logos: Amending the drug packaging specifications; the symbol¹⁰ of the MA holder, the Applicant, or the manufacturing facility without slogan¹¹; and, logo¹² of the MA holder, the Applicant, or the manufacturing facility accompanied by words in the form of trademarks as stated in the Trademark Registration Certificate issued by a competent authority.

The Certificate confirming the content of medicines advertisements is valid for an indefinite term and is terminated upon the occurrence of any of the following circumstances:¹³

• The MA expires or is revoked;

• The advertising content of the medicine has changed and does not fall into the cases where amendments are permitted;

• A recommendation is issued by the competent pharmaceutical state authority to restrict the use of the medicine or require use under the supervision of medical practitioners;

• The medicine contains an active ingredient or medicinal material that is not on the MOH’s list of OTC medicines.

2. Scope and contents of pharmaceutical products advertising

The content of pharmaceutical product advertising must be consistent with the current medicine labels and package inserts approved by the MOH, the medicine monographs recorded in the Vietnamese National Pharmacopoeia, and the relevant professional documents and guidelines on drugs issued or recognized by the MOH.¹⁴ The information below is mandatory for the pharmaceutical product advertisements:¹⁵

Name of medicine
Indications
Dosage
Adverse reactions, unwanted effects
Name, address of the manufacturer
For multi-page advertisements, pages must be numbered ,and the first page must state the total number of pages
All cited information must be clearly referenced and accurately presented without misleading the medicine’s safety or effectiveness.

Active pharmaceutical ingredient or medicinal herb listed in the approved drug instruction leaflet.
How to use.
Contraindications, recommendations for special populations
Precautions and things to avoid or note.
The warning “Read the instructions carefully before use.”
must be clearly stated: the number of the Drug Advertisement Content Confirmation Certificate issued by...(confirming authority): .../XNQC..., dated ….

3. Prohibited Practices

Pharmaceutical products are a special category of goods; therefore, the law bans advertising activities for medicines without a Certificate.

When conducting pharmaceutical product advertising activities, the law prohibits any advertising content that is misleading, exaggerated, unverified, or using unpermitted claims, images, indications, research results, endorsements, or expressions that may misrepresent a drug’s safety, effectiveness, origin, or approved use as detailed in Article 104 of Decree 163.

4. Legal Consequences of Breach

If pharmaceutical products are advertised without a Certificate, the violator is subject to a fine ranging from VND40 million to VND50 million. In addition, organizations that commit two or more violations within six months may have their pharmaceutical business license, pharmaceutical products registration certificate, or medical examination and treatment license suspended for a period of one (01) to three (03) months.¹⁶
For violations relating to the content of pharmaceutical products advertisements and related acts, depending on the nature and severity of the breach, fines may range from VND10 million to VND80 million.¹⁷

III. Pharmaceutical Products Sale Promoting

1. General regulations on sale promotion

Under Vietnamese law, sales promotion is a commercial activity that incentivizes the purchase and sale of goods and services by offering benefits to customers.

It may take various forms, including the following methods:¹⁸

• provision of free samples;

• provision of gifts;

• price discounts;

• sales accompanied by vouchers or prize draws;

• customer loyalty programs based on the quantity or value of purchases;

• cultural, artistic, or entertainment programs for customers; and

• other promotional activities approved by the competent state authority for trade.

The traders are required to notify the Departments of Industry and Trade (“DOIT”) in all localities where the promotion is organized before implementing the promotional program for the following promotional sales activities:¹⁹

• Selling goods by participation in programs involving chance, where participation is linked to the purchase of goods or services, and winning prizes depends on the participant’s luck according to the announced rules and prizes (promotional programs involving chance);

• Sales programs that include entry forms for customers to select winners (e.g., lucky draws);

• Customer loyalty programs based on the quantity or value of goods purchased,

However, notifications to the DOIT are not required for the above activities when the total value of prizes and gifts is less than VND 100 million, or when promotions are conducted exclusively via e-commerce platforms and online promotional websites.

2. Permitted promotional activities for pharmaceutical products

Under Decree 81, a business can conduct sales promotions for pharmaceutical products to other commercial entities in the pharmaceutical sector (agents, pharmaceutical companies, hospitals, clinics, etc.). Direct promotional activities targeting consumers are not permitted.²⁰ Where a trader conducts sales promotion of pharmaceutical products to other traders engaged in pharmaceuticals, the applicable rules for promotional methods and discount limits are the same as those applicable to ordinary goods, as stipulated above.

IV. Upcoming Legislation

Currently, the Government is considering a draft decree to amend the aforementioned regulations. The current draft allows sales promotional activities of non-prescription medicines to consumers while maintaining the restrictions for advertising and promotion activities on prescription medicines.

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References

¹ Law No. 36/2005/QH11 on Commercial dated 14 June 2005 (“Commercial Law”).

² Law No. 16/2012/QH13 on advertising dated 21 June 2012, amended by Law No.
75/2025/QH15 dated 16 June 2025 (“Law on Advertising”).

³ Decree No. 81/2018/ND-CP dated 22 May 2018 on elaboration of regulations of Commercial Law on trade promotion (“Decree 81); amended by Decree 128/2024/ND-CP.

⁴ Law No. 105/2016/QH13 on Pharmacy dated 6 April 2016, amended by Law No. 44/2024/QH15 (“Law on Pharmacy”).

⁵ Decree 163/2025/NĐ-CD dated 29 June 2025 on elaborating certain articles and measures for the implementation of the Law on Pharmacy (“Decree 163”).

⁶ Article 20.4 of Law on Advertising; Article 79.2 of Law on Pharmacy.

⁷ Article 107.7 of Decree 163.

⁸ Article 105.1(b) of Decree 163.

⁹ Article 105.2 of Decree 163.

¹⁰ Any sign, device, character, shape, icon, graphic, or visual element used to represent, identify, or distinguish a product, service, or brand, whether or not registrable as a trademark.

¹¹ A short phrase, tagline, or motto used in connection with goods or services to promote, advertise, or identify a brand or product.
¹² A distinctive graphic design, emblem, wordmark, stylization, or combination of text and design used to visually identify and represent a company, product, or service.

¹³ Article 110 of Decree 163.

¹⁴ Article 103.1 of Decree 163.

¹⁵ Article 103.2 of Decree 163.

¹⁸ Article 88, and Article 92 of Commercial Law.

¹⁹ Article 17 of Decree 81.

²⁰ Article 5 of Decree 81.

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Dilinh’s 2026 Chambers Rankings

dilinhadmin — Tue, 06 Jan 2026 05:40:22 +0000

In the 2026 edition of Chambers Asia, Dilinh maintained its ranking as “Band 4” in Corporate and M&A and “Band 4” in Employment. Diep Hoang maintained her “Band 4” ranking as a leading lawyer in Corporate and M&A. Michael Lee achieved a “Band 4” ranking in Employment.

In the editorial section, a Dilinh client is quoted as saying the following regarding our employment practice.

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The Decree on Electronic Labor Contracts

dilinhadmin — Wed, 31 Dec 2025 09:41:54 +0000

Decree No. 337/2025/ND-CP, which will take effect on January 01, 2026, provides new regulations on labor contracts in electronic form. eContracts are signed through licensed vendors and registered on a platform provided by the Ministry of Home Affairs. Paper-based labor contracts can be converted to eContracts, and vice versa. eContracts are not mandatory.

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Dilinh Legal Alert – Dec. 2025

dilinhadmin — Fri, 12 Dec 2025 05:14:19 +0000

In this Legal Alert, we provide a synopsis of the following recent tax-related legislation.

LAW ON CORPORATE INCOME TAX 2025 NO. 67/2025/QH15, effective October 1, 2025, introduces comprehensive reforms to Vietnam’s corporate income tax regime, including updated rules for foreign enterprises, changes to taxable and tax-exempt income, clearer deductible expenses, revised tax rates, and modernized tax incentives. It also expands the scope of CIT to cover e-commerce and digital platform activities that generate income in Vietnam, which may now constitute a permanent establishment.

DRAFT LAW ON PERSONAL INCOME TAX, expected to take effect in 2026, proposes revisions to taxable income, tax-exempt income, and the progressive tax schedule. It modernizes the tax framework to reflect new forms of income, expands exemptions for priority groups, and simplifies tax brackets.

DECREE NO. 293/2025/ND-CP PRESCRIBING STATUTORY MINIMUM WAGES FOR EMPLOYEES WORKING UNDER EMPLOYMENT CONTRACTS, effective January 1, 2026, sets new statutory minimum wages for employees working under labor contracts. It provides updated monthly and hourly minimum wage levels across four regions nationwide.

LAW ON EMPLOYMENT NO. 74/2025/QH15, effective January 1, 2026, introduces significant reforms to the unemployment insurance system, including broader participation requirements, more flexible contribution rates, and expanded benefit regimes.

RESOLUTION NO. 110/2025/UBTVQH15 ADJUSTMENT OF PERSONAL INCOME TAX EXEMPTIONS, effective January 1, 2026, increases personal income tax deductions to VND 15.5 million per month for taxpayers and VND 6.2 million/month per dependent, applying from the 2026 tax period onward.

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Lexology’s Vietnam Employment Law 2025 edition

dilinhadmin — Mon, 24 Nov 2025 03:18:08 +0000

Our lawyers authored the Vietnam chapter of the recently published Lexology’s Employment Law 2025 edition.

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Dilinh Legal Alert – Nov. 2025

dilinhadmin — Mon, 10 Nov 2025 10:08:08 +0000

In this Legal Alert, we provide a synopsis of the following recent Vietnamese legislation.

RESOLUTION NO. 05/2025/NQ-CP ON PILOTING THE CRYPTO ASSET MARKET IN VIETNAM
Adopted by the Government on 9 September 2025 and effective from the same date, Resolution No. 05/2025/NQ-CP (the “Resolution”) establishes a five-year pilot framework governing the offering, issuance, trading, and provision of services related to crypto assets in Vietnam. Since Resolution regulates a narrow range of crypto assets (e.g., certain types of tokenized RWAs), the sales of which are limited to foreign investors, the impact of the pilot program is likely to be muted.

LAW NO. 93/2025/QH15 ON SCIENCE, TECHNOLOGY, AND INNOVATION
Passed on 27 June 2025 and effective from 01 October 2025, the Law on Science, Technology, and Innovation marks the first time “innovation” is formally recognized at the legislative level in Vietnam. The Law introduces new guiding principles and prohibited acts in the fields of science, technology, and innovation, provides criminal liability exemptions for research-related risks, and further expands personal income tax exemptions to encourage innovation and research.

DECREE NO. 245/2025/ND-CP AMENDING AND SUPPLEMENTING REGULATIONS DETAILING THE IMPLEMENTATION OF THE SECURITIES LAW
Issued on 11 September 2025 and effective from the same date, Decree No. 245/2025/ND-CP (“Decree 245”) amends and supplements several provisions of Decree No. 155/2020/ND-CP (“Decree 155”) guiding the implementation of the Securities Law. This Decree 245 introduces key reforms to simplify entry procedures for Vietnam’s securities market, enhance transparency, and strengthen Vietnam’s appeal to foreign investors.

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Overview of Vietnam’s Law on Digital Technology Industry

dilinhadmin — Mon, 10 Nov 2025 02:55:32 +0000

The Law on Digital Technology Industry, numbered 71/2025/QH15 and commonly abbreviated as the DTIL, represents a landmark legislative achievement for Vietnam, having been formally adopted by the National Assembly on June 14, 2025. This comprehensive statute establishes a dedicated legal framework to foster the growth of the digital technology industry (DTI), alongside pivotal sectors such as the semiconductor industry (SI), artificial intelligence (AI), and digital assets (DA). By delineating the rights, obligations, and supporting mechanisms for relevant governmental bodies, enterprises, and individuals, the DTIL seeks to position Vietnam competitively in the global digital economy. While select provisions, specifically Articles 11, 28, and 29, sprang into effect as early as July 1, 2025, the bulk of the law’s mandates will commence on January 1, 2026, providing a measured runway for stakeholders to align their operations and investments accordingly. At its core, the DTIL is a proactive blueprint designed to nurture innovation, attract foreign and domestic capital, and build human capital, with a particular emphasis on preferential policies that could prove transformative for businesses eyeing opportunities in these nascent yet high-potential fields. This article provides an overview of the DTIL.

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Arbitrator Selection and Qualification at VIAC

dilinhadmin — Wed, 10 Sep 2025 04:39:52 +0000

Selecting qualified arbitrators is crucial for fair and efficient arbitral proceedings. Therefore, parties should take a strategic and informed approach to their selection. This article guides how to choose the most suitable arbitrators for proceedings administered by the Vietnam International Arbitration Centre (VIAC).

Topics covered include:

Arbitrator selection options at VIAC.
Qualifications of an arbitrator.
Practical considerations when selecting an arbitrator.

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