Requirements for the registration of E-commerce platform (Electronic portal) services by foreign investors

In the context of the increasingly development of Vietnam’s e-commerce market and its growing attraction for foreign investment, a comprehensive understanding of the legal regulations pertaining to the establishment and operation of e-commerce trading floors (also referred to as electronic information portals) is of paramount importance. This article will provide an overview of the conditions for the registration of e-commerce trading floor services by foreign investors in Vietnam, encompassing market access conditions, operational requirements, the requisite licenses, the competent licensing authorities, and the anticipated timeframe for the completion of the relevant procedures.  

1. Market access conditions for foreign investors: 

“E-commerce trading” floor is a business line with market access conditions for foreign investors.¹² Therefore, Foreign Investors can supplement the “E-commerce trading floor” business line. 

2. Operating conditions:

During the operation of the e-commerce trading floor, Foreign Investors must ensure to fulfill the following responsibilities:¹³ 

a. Develop and publicly announce on the website the operating regulations of the e-commerce trading platform; monitor and ensure the implementation of such regulations on the e-commerce trading platform; 

b. Require sellers on the e-commerce trading platform to provide information as prescribed in Article 29 of Decree No. 52/2013/ND-CP when registering to use the service; 

c. Have an inspection and supervision mechanism to ensure that the information provided by sellers on the e-commerce trading platform is carried out accurately and completely; 

d. Store registration information of traders, organizations and individuals participating on the e-commerce trading platform and regularly update relevant changes and additions; 

e. Apply necessary measures to ensure information security related to business secrets of traders, organizations, individuals and personal information of consumers; 

f. Take timely handling measures when detecting or receiving reports about business behaviors violating the law on the e-commerce trading platforms; 

g. Support state management agencies to investigate and handle business acts that violate the law and resolve disputes and complaints; 

h. Publicly announce the mechanism to resolve disputes arising during transactions on the e-commerce trading platform; 

3. Sub-license:

a. E-commerce trading floor is a form of organizing e-commerce activities.14 Foreign-invested organizations providing e-commerce services must apply for a Business License.¹⁵ 

b. Foreign Investors needs to meet the following conditions to apply for a Business License for e-commerce activities:¹⁶ 

(i) Meeting market access conditions in International Treaties to which Vietnam is a member; 

(ii) Having a financial plan to carry out the activities in the request for a Business License; 

(iii) Having no overdue tax debt in case having been established in Vietnam for 1 year or more. 

4. Issuing authority:

The Department of Industry and Trade of Ho Chi Minh City¹⁷ 

5. Issuance time: 

The issuance time is 31 working days.¹⁸ The Department of Industry and Trade will consult the Ministry of Industry and Trade, so the actual time will be longer and the result depends on the opinion of the Ministry of Industry and Trade.¹⁹ In our experience, the resolution period can last from 6 months to 12 months. 

6. License for operating website 

a. After Foreign Investors are granted a Business License for e-commerce activities, Foreign Investors will carry out registration procedures to set up a website to provide e-commerce trading floor services.²⁰ 

b. Note: the registration procedure to set up a website only applies to each application/website. If Foreign Investors builds several e-commerce websites, Foreign Investors must carry out registration procedures for each application/website. 

7. Authority in charge of registration procedures for establishing websites providing e-commerce trading platform services:

Ministry of Industry and Trade.²¹

8. Registration time:

05 working days²²

In conclusion, while the participation of foreign investors in the Vietnamese e-commerce trading floor services market is permissible, it necessitates strict adherence to specific legal conditions. From regulations concerning market access and the comprehensive fulfillment of operational responsibilities, to the application for a Business License and the registration of website establishment, each stage requires meticulous preparation. Notably, investors should be cognizant that the actual timeframe for the completion of licensing procedures may be extended due to the consultation processes among state agencies. A thorough understanding of, and compliance with, the applicable legal framework not only ensures the legality of business operations but also serves as the foundation for the stable and long-term development of foreign investors within Vietnam’s promising e-commerce sector. Therefore, conducting thorough due diligence or seeking professional legal counsel is deemed essential prior to the implementation of investment activities. 

(12) Appendix IV Investment 2020

(13) Article 36 Decree 52/2013/ND-CP, Article 1.16 Decree 85/2021/ND-CP

(14) Article 25.2.a Decree 52/2013/ND-CP 

(15) Article 5.1.i Decree 09/2018/ND-CP

(16) Article 9.1 Decree 09/2018/ND-CP  

(17) Article 8.1 Decree 09/2018/ND-CP

(18) Article 13 Decree 09/2018/ND-CP 

(19) Articles 13.5, 13.6 Decree 09/2018/ND-CP 

(20) Article 36.1 Decree 52/2013/ND-CP, amended by Article 1.16 Decree 85/2021/ND-CP

(21) Article 55.1 Decree 52/2013/ND-CP 

(22) Article 16 Circular No. 47/2014/TT-BCT 

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3. Legal framework for the operation of e-commerce platforms

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