THE E-COMMERCE LAW 2025: A LEGAL MILESTONE FOR A TRANSPARENT AND SUSTAINABLE DIGITAL ERA

Over the past decade, e-commerce in Vietnam has experienced strong growth, becoming an important “lever” driving the digital economy. From small online shops on social media to large-scale platforms with tens of millions of users, e-commerce is no longer merely a trend but has become the bloodstream circulating goods in the digital era.

In the context of the booming digital economy, Vietnam’s e-commerce revenue reached an estimated USD 20.5 billion in 2024 and is forecast to grow at over 15% per year. However, this rapid development also poses many challenges. Alongside outstanding growth are legal gaps such as counterfeit goods, commercial fraud, tax evasion, abuse of personal data, and increasingly complex cross-border commercial disputes. It is precisely in this context that the Draft E-commerce Law 2025 has been introduced and is regarded as a crucial legal foundation for shaping order and standards for Vietnam’s online market in the years to come.

Scope of regulation and subjects of application

The Draft Law expands its scope of regulation compared to Decree No. 52/2013/ND-CP:

• Covering all forms of electronic transactions: websites, e-commerce platforms, social networks, mobile applications, livestreaming.
• Applying to both domestic and foreign organizations and individuals when providing services or goods to consumers in Vietnam.
• Recognizing electronic contracts and the legal validity of online transactions, creating legal certainty in dispute resolution.

1. Key highlights of the Draft

Transparency in online business activities

Sellers on e-commerce platforms, social networks, or via livestreaming will be required to register and verify their business information. This is a major step toward eliminating anonymous selling, helping consumers have a clear basis to protect their rights.

Responsibilities of e-commerce platforms: No longer merely “connection points,” platforms must:

· Review information on goods and services.
· Prevent prohibited or restricted products from being traded.
· Store transaction data and provide it to competent authorities upon request.

Livestream & social networks: Livestream platforms must have mechanisms to control sellers, ensuring transparency of business information and fulfillment of tax obligations.

Control of cross-border e-commerce

Foreign enterprises providing e-commerce services to the Vietnamese market will no longer be “outside the legal game.” They are required to have a legal representative in Vietnam, comply with tax obligations, and be subject to supervision regarding data security.

Consumer protection

The Draft Law emphasizes transparent dispute resolution mechanisms, including refunds, exchanges, and compensation for damages. Consumers are no longer the “weaker party,” but are provided by law with a solid “shield” to protect their rights.

· Buyers have the right to withdraw from a transaction within a certain period (the “cooling-off period”).
· Obligations to refund, exchange, or compensate when goods/services do not match commitments.
· Online Dispute Resolution (ODR) mechanisms: encouraging e-commerce platforms to integrate online arbitration/mediation systems.

Management of specific goods and services

Online marketplaces must deploy technical tools to prevent the trading of prohibited goods, restricted goods, or goods infringing intellectual property rights. This places direct legal responsibility on the platforms themselves – not only on the sellers.

2. Far-reaching impacts on stakeholders

• For domestic enterprises: This is the time to “upgrade the legal operating system” for e-commerce activities – from data governance processes, sales policies, electronic contracts, to complaint-handling systems.
• For foreign enterprises: Establishing a legal presence in Vietnam is unavoidable if they wish to access this highly potential market.
• For individual online sellers: The era of “free” selling on social networks is coming to an end. Online business will instead have to comply with standards of transparency, professionalism, and regulatory oversight.

3. Significance beyond the legal framework

The Draft Law is not only regulatory in nature but also reflects the State’s strategic vision for building the digital economy:

• A transparent online marketplace, where consumer trust is the driving force for development.
• A coherent legal corridor, enabling legitimate enterprises to strengthen their brands and expand markets.
• An effective protection mechanism to combat fraud, protect data, and maintain order in digital commerce.

With its role as a legal advisory firm accompanying many enterprises in the e-commerce sector, Celigal Law LLC recommends:

• Reviewing and updating electronic contracts, website terms of use, and personal data protection policies.
• Standardizing compliance processes: seller registration, product management, complaint handling.
• Preparing for cross-border obligations: for foreign enterprises, early consideration of establishing a commercial presence in Vietnam is essential.

The E-commerce Law 2025 is not merely a new legal document, but a “legal map” guiding Vietnamese enterprises on their journey toward global digital economic integration.

And on that journey, Celigal commits to accompanying your enterprise – not only to “comply with the law,” but to turn compliance into a sustainable competitive advantage.