ASEAN Market Series: How to Enter the Vietnamese E-Commerce Market

The Vietnamese e-commerce market flew under the radar for many years, but it’s now one of the most vibrant and exciting in the ASEAN region. In 2025, it reached US$27.7 billion, growing at 19.4% year-on-year, and analysts project it will hit US$87 billion by 2031. Combined sales across Vietnam’s four biggest platforms — Shopee, TikTok Shop, Lazada, and Tiki — hit US$11.62 billion in the first nine months of 2025 alone, a 34.4% jump year-on-year. 

Yes, those growth statistics would make any savvy businessperson sit up and take notice. However, as with any new market, you’ll need to dot the i’s and cross the t’s before you can begin selling there.

Most articles will tell you how exciting the Vietnamese market is, but they gloss over all those annoying little details. So, the purpose of this article is to give a in-depth picture of what’s really involved, including legal requirements, getting compliance right, and some regulatory curveballs coming into effect in 2026.

For the legal and compliance sections, I spoke directly with Jack Nguyen, CEO of Incorp Vietnam — a market entry specialist with over ten years of experience helping foreign e-commerce brands establish operations in Vietnam. What follows is drawn from that conversation: real answers, not generalised summaries.

How do you legally set up an e-commerce business in Vietnam as a foreign brand? TL;DR:

• Vietnam allows 100% foreign ownership for pure online retail (no local partner required)
• The most practical legal structure is a WFOE (100% foreign-owned LLC), taking 2-4 months to establish
• Selling via marketplaces (Shopee, TikTok Shop, Lazada) first is the lowest-risk entry strategy: 80-90% of early revenue happens there anyway
• Product registration cannot be skipped, and takes 3-6 months for key categories. Start before your entity is even set up
• Vietnam’s new E-Commerce Law takes effect July 1, 2026, tightening obligations for foreign brands
• Vietnam’s Personal Data Protection Law (Decree 356/2025) is live from January 2026. Tech infrastructure decisions need to account for this now
• Full operations typically take 6-9 months from start to first sale; budget 20-30% more than your legal estimates

This article is based on a direct interview with Jack Nguyen, CEO of Incorp Vietnam — market entry specialists with 10+ years of experience helping foreign brands establish operations in Vietnam.

Vietnamese E-Commerce Market Size and Growth Outlook

Vietnam is now among the top 3 fastest-growing e-commerce markets in Southeast Asia. In Q3 2025 alone, total GMV grew 22.3% year-on-year to reach US$3.94 billion in a single quarter. Vietnam Briefing notes that even when global online retail revenue declined in 2022, Vietnam’s market merely slowed rather than contracted. That says something about the depth of consumer demand there.

Cross-border e-commerce is a significant part of that story, and increasingly, the traffic is flowing inward. International brands are eyeing Vietnam not just as a sourcing hub, but as a consumer market in its own right. Urban centres like Ho Chi Minh City, Hanoi, and Da Nang are driving much of this demand, with a growing middle class that is comfortable shopping online and willing to spend on foreign goods.

The Vietnamese government is heavily involved, too. The National E-Commerce Development Master Plan (2026-2030) targets US$5.5 billion in online exports by 2027, and the National Digital Transformation Program aims to grow the digital economy’s contribution to 25% of GDP. They’re making tangible investments in infrastructure, so the talk is being backed up with action.

Read more: Why Amazon Sellers Are Turning to Manufacturers in Vietnam over China

E-Commerce Trends and Preferences in Vietnam

How do Vietnamese consumers shop online?

The top e-commerce platforms in Vietnam are Shopee, TikTok Shop, Lazada, and Tiki. You need to be on at least two of these to be taken seriously. 

TikTok Shop has surged to approximately 41% market share in 2025. Its shoppertainment model of livestreaming and short-form video commerce has changed how Vietnamese consumers discover and buy products. Given its prominence, you’ll probably want to have this platform on your to-do list.

Smartphones accounted for 71% of all orders in 2025, so it’s safe to say that mobile wins the day. The key takeaway is to make sure your online store is optimized for mobile, because that’s what the vast majority of your Vietnamese customers will be using

Finally, the Vietnamese government is actively promoting a cashless society, with e-wallets showing the strongest growth of any payment method. Cash-on-delivery still exists in some segments, but it’s becoming less and less common. 

Why the demographics work in your favour

Vietnam’s population is comparatively young, meaning it has more tech-savvy, digitally native consumers than Western markets. Rapid urbanisation is also putting pressure on traditional retail spaces, so Vietnamese shoppers are increasingly turning to online channels to find what they need.

This all adds up to a perfect situation for e-commerce businesses, once you get yourself properly set up. That’s what we’ll cover next.

How does a foreign e-commerce brand set up legally in Vietnam?

What is the right legal structure for a foreign e-commerce brand in Vietnam?

As mentioned above, the Vietnamese market is heavily platform-driven, and you can sell on Shopee or TikTok Shop from outside Vietnam without establishing a local entity. Many foreign e-commerce businesses do exactly this to test demand before committing to anything. 

The question of formal legal structure only becomes pressing once you’re ready to scale. At that point, a WFOE (Wholly Foreign-Owned Enterprise, structured as a 100% foreign-owned LLC) is the most practical vehicle.

Vietnam e-commerce market entry roadmap: a parallel-track timeline showing legal setup, product registration, marketplace launch, and compliance over 9 months.

Vietnam permits full foreign ownership for direct-to-consumer online retail, so you don’t need a local partner. A WFOE lets you hold local inventory, import and invoice in-country, and run your own operations without going through a third party. A representative office cannot do any of this: it cannot generate revenue or hold stock, so it’s only useful if you’re doing market research. A joint venture is the third option, but it only adds complexity that most e-commerce brands simply don’t need.

Setting up a WFOE requires two certificates: an Investment Registration Certificate (15-30 days) and an Enterprise Registration Certificate (3-5 days). The full process typically runs 2-4 months. There is no fixed statutory minimum for charter capital, but expect authorities to want to see USD 10,000-50,000 or more, depending on your planned scale.

That said, the situation will soon change for businesses selling informally on e-commerce platforms.Vietnam’s new E-Commerce Law, passed in December 2025 and taking effect July 1, 2026, adopts an extraterritorial approach. It applies to both domestic and foreign organisations engaged in e-commerce in Vietnam. 

The law does not require foreign e-commerce platforms to establish a local legal entity, but they must appoint a legal representative in Vietnam to fulfil relevant obligations. In practice, this means even brands operating purely through cross-border channels will need some form of local compliance footing. 

Legal experts are advising businesses operating cross-border to review their structures and consider establishing a local presence to avoid penalties and liability risks.

In summary, you can still use marketplaces to test demand until July 2026, after which you’ll have some additional compliance requirements.

What licences and permits does a foreign brand need to sell online in Vietnam?

For a DTC website, you need to file an online notification with the Ministry of Industry and Trade (MoIT). For marketplace selling on Shopee, TikTok Shop, or Lazada, the platforms handle most registration and compliance themselves, so you won’t need a separate licence.

The DTC notification framework runs under Decree 52/2013 (amended by Decree 85/2021) until July 1, 2026, when the new E-Commerce Law comes into force, primarily for platforms and high-volume operators rather than standard brand sellers. This is why most foreign brands generate 80-90% of early Vietnam revenue through marketplaces with near-zero local setup cost, then add their own DTC site once they’ve built traction.

Can a foreign brand sell into Vietnam without a local entity, and what are the customs implications?

Yes, but it has become significantly more expensive in 2026. You can sell cross-border through your overseas website or as a marketplace seller without establishing a local entity. The catch: low-value import exemptions have been largely removed, meaning most commercial parcels now face import duties (0-30% by HS code), 10% VAT, and in some categories, special consumption tax. Landed costs typically run 30-50% higher than locally held inventory, and delivery times of 7-14 days make it hard to compete against local sellers on customer experience.

Cross-border works for market testing, high-margin niche products, or very low volumes where local setup isn’t justified yet. Once monthly sales reach USD 50,000-100,000, most brands shift to local 3PL or WFOE warehousing for 2-3 day delivery and stronger margins.

On restricted and prohibited categories: the rules online match physical retail, and enforcement is tightening. Prohibited items include weapons, narcotics, counterfeits, expired goods, and IP violations. Restricted categories requiring special permits cover alcohol, tobacco, pharmaceuticals, medical devices, certain foods, and hazardous chemicals. Under the new E-Commerce Law (July 2026), platforms now delist violations faster and require mandatory VNeID seller verification. Check the latest MoIT and customs prohibited lists before listing anything in a grey-area category.

Which product categories require registration before you can sell in Vietnam?

Vietnam applies the same product rules online as it does in physical retail. There are no e-commerce exemptions. Key categories requiring registration before first sale:

• Cosmetics: mandatory DAV (Drug Administration of Vietnam) notification
• Food and dietary supplements: VFA (Vietnam Food Administration) registration
• Medical devices: class-based import licence
• Pharmaceuticals, hazardous chemicals, certain electrical and children’s products: category-specific approvals

All labelling must be in Vietnamese, regardless of channel. Expect USD 500-2,000 per SKU plus lab testing costs. Start registering your top 10-20 SKUs in parallel with entity setup, and build at least 3-6 months of buffer into your market entry plan. The biggest cause of slow Vietnam launches isn’t bureaucracy. It’s brands that didn’t start registration early enough.

How does VAT and corporate tax work in Vietnam?

Brands operating through a WFOE pay 10% VAT on domestic sales and 20% corporate income tax on Vietnam-sourced profits. VAT rules tightened significantly in 2025-2026: for brands selling cross-border without a local entity, VAT is now either collected directly by the foreign seller (if registered) or withheld by the platform. With a WFOE, you file returns monthly or quarterly and can claim input credits on imports and local costs.

Once you’re profitable, dividend repatriation is straightforward: withholding tax on dividends is typically 0-5% depending on applicable tax treaties, and there’s no additional repatriation tax. The main bottleneck is almost always the timing of annual audits, which is a strong argument for clean records from day one.

What are Vietnam’s data protection requirements?

Vietnam’s Personal Data Protection Law and Decree 356/2025 (effective January 2026) require that certain categories of personal data be stored or mirrored locally. Brands without a local entity must appoint a local representative for compliance purposes. This directly affects your website platform and payment gateway choices, and it’s significantly harder to fix after you’ve already launched.

Typical annual compliance and accounting costs run USD 3,000-8,000.

How long does it actually take, and what do most brands get wrong?

Full operations (stock in warehouse, first sales) usually takes 6-9 months in total. According to Jack Nguyen, the most expensive mistakes foreign brands make come down to five things:

1. Ignoring product registration. SKUs get blocked at customs or delisted from platforms, costing 6-12 months of lost sales.
2. Using cheap incorporation services instead of reputable legal and tax advisors. This leads to audits, fines, or costly restructuring later.
3. Staying with pure cross-border fulfillment too long after low-value exemptions were removed. Margins disappear fast with high duties and slow delivery.
4. Overlooking data localisation requirements under the new PDPL rules.
5. Skipping early input from local partners on bureaucracy and timelines.

Engage a solid local law firm and tax advisor before you order a single unit of inventory. Budget an extra 20-30% on top of your legal estimates.

Vietnam’s e-commerce market rewards patient, well-prepared brands. The brands that get into trouble are the ones that try to move fast on the wrong foundations.

Logistics infrastructure in Vietnam

Vietnam is among the most developed nations in ASEAN for logistics infrastructure, but meaningful gaps remain, particularly in last-mile delivery outside major urban centres. Internet penetration sits at 78.6%, 4G coverage reaches 99.8% of the population, and 5G now covers 30% of urban areas.

Moving within Ho Chi Minh City or Hanoi is fine. Moving between cities, or into rural and peri-urban areas, is where things get complicated. Cold-chain logistics remain underdeveloped outside top-tier cities. Parcel theft and loss rates are higher in certain areas and should factor into your carrier selection and insurance decisions.

Related: ASEAN Series: How To Enter The Philippine E-Commerce Market

Challenges and opportunities

The opportunity is hard to ignore. Bilateral trade between the US and Vietnam has grown more than 360% over the past decade. Vietnam sits third in Southeast Asia for e-commerce behind Indonesia and Thailand, but has the region’s fastest compound growth rate. It has bilateral trade agreements with more than 50 countries and regions, and its position as an alternative manufacturing hub to China continues to pull investment into the country’s supply chain.

That said, a historically slow bureaucracy can stretch timelines even for well-prepared brands. Rising shipping costs and intensifying platform competition are squeezing margins for brands without a logistics strategy built specifically for Vietnam. Building that strategy before you commit is what market entry advisory is for.

Work with a 4PL who knows Vietnam

Knowing the opportunity exists is one thing. Building the logistics infrastructure to actually capture it is another.

Vietnam is not a market you want to figure out on the fly. The details matter, and the wrong call early can cost months and margin.

Wayfindr has logistics infrastructure across Vietnam, including warehouses, fulfillment centres, and carrier relationships with local trucking providers. All of this sits within our logistics partner ecosystem, with systems connected through our proprietary platform, Bundle.

As a 4PL provider, we don’t own the assets. We design the optimal supply chain around your business, using the right partners in the right locations. That flexibility matters in a market like Vietnam, where a one-size-fits-all logistics approach rarely fits anyone.

This article was written by Chris Crutchley, Co-Founder, Wayfindr. Legal and compliance insights are based on a direct interview with Jack Nguyen, CEO of Incorp Vietnam, market entry specialists with 10+ years of experience helping foreign brands establish operations in Vietnam.