2026.04.18
On July 1, 2026, Vietnam's first comprehensive Law on E-Commerce (Law No. 122/2025/QH15) takes effect. Passed by the National Assembly on December 10, 2025, the law consists of 41 articles across 7 chapters and regulates every aspect of digital transactions, from identity verification obligations for e-commerce operators to algorithm disclosure and real-time monitoring of live commerce. What changes will this bring to Vietnam's e-commerce market, estimated at USD 26-28 billion?
The law is built around the following six pillars.
| Obligation | Description | Applies to |
|---|---|---|
| VNeID Seller Verification | Domestic sellers must verify their identity through Vietnam's national e-ID system, VNeID. Foreign sellers are also required to undergo identity verification | All platforms |
| Automated Content Review | From notice of violation, within 24 hours, the relevant content must be removed or hidden | All platforms |
| 3-Year Data Retention | Transaction logs, product listings, and recorded live-stream footage must be retained for a minimum of 3 years | All platforms |
| Algorithm Disclosure | Must disclose the design intent, logic, functional specifications, and behavioral simulations of algorithms when regulators investigate | Large-scale platforms |
| Ban on Exclusive Dealing | Prohibits forcing the use of specific logistics or payment services | All platforms |
Vietnam's e-commerce market is effectively a duopoly. As of Q1 2026, Shopee holds 40-45% of GMV and TikTok Shop holds 25-30%, with the two together controlling about 97% of the market.
TikTok Shop's growth rate has been overwhelming, recording 69% sales growth year on year, with the number of active sellers up 96% to 267 thousand (Shopee's fell 32% to 210 thousand). However, the new e-commerce law could put the brakes on this rapid growth.
Tighter Regulation of Live Commerce is the prime example. About half of Vietnam's online shoppers have purchased through a livestream. The new law legally treats KOLs (key opinion leaders) and KOCs (key opinion consumers) on the same footing as "sellers," and requires platforms to monitor livestreams in real time. Combined with the amended Advertising Law, which took effect in January 2026, the compliance cost of influencer marketing will rise substantially.
Shopee is not safe either. The company handles more than 50% of orders through its own logistics network, SPX Express, but the new law's "ban on exclusive dealing" provision could restrict forcing sellers to use its in-house logistics. The cost of retaining 3 years of data from Shopee Live's 450 million monthly viewing hours is also not negligible.
The Vietnam E-Commerce Association (VECOM) said that "legal frameworks are essential for the healthy growth of e-commerce," while expressing concern over the short preparation period before enforcement (about 7 months from passage to taking effect).
Baker McKenzie's Vietnam office noted that "the biggest change for foreign platforms is that, while establishing a legal entity is not required, appointing a legal representative is now mandatory." This ensures a point of contact within Vietnam for compliance, tax, and consumer protection matters.
On the consumer side, TikTok Shop's fee hike to as much as 14.5% in April has already spread concern about further cost pass-through once the new law takes effect. On social media, comments such as "we'd welcome fewer counterfeits from the regulation, but if prices go up it defeats the purpose" stand out.
The new e-commerce law has two opposing effects on Japanese companies entering Vietnam's e-commerce market.
Higher Barriers to Entry: The obligation to appoint a legal representative adds extra cost to cross-border e-commerce listings from Japan. Large foreign capital investments may also face national security review, making the choice of entry format more important than ever.
An Opportunity to Differentiate on Trust: Improved seller traceability through VNeID verification helps eliminate counterfeits and knockoffs. For Japanese brands known for quality control, it becomes easier to prove authenticity, making it easier to differentiate on quality rather than price competitiveness.
Vietnam's e-commerce market has continued to grow 34.4% year on year, and it seems unlikely that tighter regulation will halt that growth. If anything, the formation of a "more transparent market" through this legal framework is likely to put Japanese companies, which are accustomed to compliance, at a relative advantage.
Vietnam's new e-commerce law should be read in the context of tightening digital regulation across ASEAN. Indonesia banned TikTok Shop from operating as a standalone entity in 2023 (it later merged with Tokopedia), and Thailand has also strengthened platform taxation.
What makes Vietnam distinctive is that it has pioneered algorithm disclosure requirements in Asia. It imposes transparency requirements comparable to the EU's Digital Services Act (DSA), and Malaysia and the Philippines may follow suit.
The implication for Japanese companies is clear. The cost of complying with each ASEAN country's individual regulations will keep rising. Whether to build a unified regional compliance framework or a country-by-country network of legal representatives is a theme that should be built into strategy planning for the second half of 2026.
| Item | Current | From July 1, 2026 | Impact on Japanese companies |
|---|---|---|---|
| Legal Entity Establishment | Optional | Not required, but a legal representative is mandatory | Cost of selecting and contracting a representative |
| Seller Verification | Optional, at the platform's discretion | VNeID mandatory (domestic) / identity verification (overseas) | Longer listing procedures |
| Data Retention | No requirement | Retain transaction, product, and live-stream data for 3 years | Higher server and storage costs |
| Handling Violating Content | "Within a reasonable period" | Removal within 24 hours | Requires strengthened monitoring systems |
| Algorithm Disclosure | No obligation | Must disclose design, logic, and specifications during regulatory investigation | Response required for in-house e-commerce operations |
| KOL/KOC Regulation | Partially regulated under the Advertising Law | Legal obligations equivalent to "sellers" | Review of influencer contracts |
| Taxation | Mainly self-reported | Introduction of a withholding mechanism | Automatic taxation via the platform |
| Administrative Procedures | Mainly paper-based | Digital-first (expected 40% reduction) | Faster application processing |
About 75 days remain until Vietnam's new e-commerce law takes effect. The actions Japanese companies should take are clear.
MORE
Jollibee sells Highlands' parent company shares for 2.3 trillion dong, founder side to hold 51%Four Vietnam-built offshore substations head to Poland, totaling 16,000 tons built simultaneouslyCentral invests a new 3.5 billion dollars in Vietnam, shifting store focus to tier 3 and 4 citiesGolden Gate, with about 600 restaurants, starts up its second food plant in Phu Tho ProvinceSojitz acquires a 27.64% stake in Vietnamese airport services firm Taseco AirsSaeki Selva, with 56 stores in Japan, starts with workforce training for its 100-store push into VietnamSOJAPAN
We support Japanese companies entering India, from market research through local partner development, test sales, and import.