Vietnam Digital Business Regulations — Licensing & Compliance (2026)

Overview

Vietnam's regulatory environment is undergoing continuous reform as the government balances economic liberalization with state oversight. The legal framework covers business establishment, foreign investment, data protection, e-commerce, payments, and industry-specific requirements. Regulatory interpretation and enforcement can vary by region and sector.

Foreign businesses must navigate ownership restrictions, licensing requirements, and local partnership obligations that vary significantly by industry.

Key Characteristics

• Civil law system with regulatory overlap between national and local authorities
• Foreign ownership caps vary by sector (0%, 49%, 51%, or 100% permitted)
• Conditional business lines require specific licenses or sub-licenses
• E-commerce and fintech subject to evolving and increasingly specific regulations
• Data localization requirements for certain categories of data
• Cybersecurity law mandates local presence and content compliance

Regulatory Framework

Business and Investment

• Enterprise Law: Company formation, governance, dissolution
• Investment Law: Foreign investment procedures, incentives, restrictions
• Law on Competition: Anti-competitive practices, merger control
• Negative List: Sectors prohibited or restricted for foreign investment

Digital and Technology

• Cybersecurity Law 2025 (Law 116/2025/QH15): In force 1 Jul 2026, replacing the 2018 Cybersecurity Law and the 2015 Network Information Security Law; keeps data-localization and local-presence requirements
• Law on E-Commerce (Law 122/2025/QH15) with Decree 248/2026: In force 1 Jul 2026, replacing Decree 52/2013; platform registration (foreign platforms included), seller identity checks — see the regulation tracker
• Personal Data Protection Law (PDPL 2025): In force 1 Jan 2026 (with Decree 356/2025); consent, cross-border transfer rules, and steep penalties — up to 5% of prior-year revenue for unlawful cross-border transfers
• Telecommunications Law: Internet service and content regulations

Financial Services

• State Bank of Vietnam (SBV): Payment services, fintech licensing
• Foreign ownership cap: 49% in most payment/fintech services
• Non-cash payment regulations: Decree 52/2024/ND-CP and Circular 40/2024/TT-NHNN — e-wallet and payment-gateway licensing, interoperability
• Anti-money laundering (AML): Reporting requirements for financial institutions

Taxation

• Corporate Income Tax (CIT): New CIT Law 67/2025/QH15 in force from 1 Oct 2025 — standard rate stays 20%, with tiered 15–17% rates for qualifying small enterprises; industrial zones dropped as an automatically incentivized location
• Global Minimum Tax (GMT): 15% top-up under Resolution 107/2023 (OECD Pillar Two / QDMTT), effective FY2024 for MNE groups with ≥ €750M revenue; implementing Decree 236/2025/ND-CP in force 15 Oct 2025
• Value Added Tax (VAT): 0%, 5%, or 10%; a 2% cut keeps the standard rate at 8% for many goods/services through 2026
• Personal Income Tax (PIT): Progressive rates 5% to 35%, in 5 bands from the 2026 tax year (PIT Law 109/2025/QH15)
• Digital / cross-border tax: CIT Law 2025 makes foreign e-commerce and digital-platform suppliers without a permanent establishment taxable on Vietnam-source income

Recent regulatory changes (2025–2026)

Vietnam pushed through an unusually large batch of framework laws in 2025 that take effect across 2025–2026. If you last checked the rules before mid-2025, these are the ones that most affect digital and foreign-invested businesses:

• Personal Data Protection Law (PDPL, Law 91/2025/QH15) — effective 1 January 2026, with implementing Decree 356/2025 replacing Decree 13/2023. Introduces tiered penalties (up to 5% of prior-year revenue for unlawful cross-border transfers; up to 10× the gain for illegal data trading), and extends the SME grace period from two to five years.
• Corporate Income Tax Law (Law 67/2025/QH15) — in force 1 October 2025 (Decree 320/2025 guidance). Standard 20% rate retained; new 15–17% tiers for small enterprises; industrial zones removed as an automatic incentive location.
• Global Minimum Tax — the 15% Pillar Two top-up (Resolution 107/2023) applies from financial year 2024, with compliance obligations from 2025, for MNE groups over €750M revenue. Implementing Decree 236/2025/ND-CP took effect 15 October 2025.
• Law on E-Commerce (Law 122/2025/QH15) — in force 1 July 2026 with Decree 248/2026, replacing Decree 52/2013. Foreign platforms that display Vietnamese, use a .vn domain or pass 100,000 Vietnamese transactions a year must register with the Ministry of Industry and Trade and have a local representative or legal entity.
• Cybersecurity Law 2025 (Law 116/2025/QH15) — in force 1 July 2026, merging and replacing the 2018 Cybersecurity Law and the 2015 Network Information Security Law.
• Foreign digital suppliers — cross-border e-commerce and platform providers without a permanent establishment now face Vietnamese CIT on Vietnam-source income, alongside expanding e-invoice and VNeID requirements.

What takes effect next

1. 1 January 2027 Law 66/2025/QH15 on Special Consumption Tax — Sugary drinks become subject to special consumption tax: 8% from 2027, 10% from 2028 in 53 days
2. 1 March 2027 Law 24/2026/QH16 — Investment Law amended: conditional business list replaced by a shorter one from March 2027 in 112 days

Timeline of tracked instruments

1. 18 February 2025 Decision 01/2025/QĐ-TTg — Low-value express imports lose their VAT exemption (import-duty exemption kept) In effect
2. 1 July 2025 Resolution 204/2025/QH15 + Decree 174/2025/NĐ-CP — Temporary VAT cut from 10% to 8% — ends 31 December 2026 In effect
3. 1 July 2025 Decree 252/2026/NĐ-CP — E-commerce platforms must withhold VAT and personal income tax per order In effect
4. 1 January 2026 Law 66/2025/QH15 on Special Consumption Tax — New Special Consumption Tax Law in force: the beer rate rises every year to 90% by 2031 In effect
5. 1 January 2026 Law 91/2025/QH15 + Decree 356/2025/NĐ-CP — Personal Data Protection Law — consent, DPO, and cross-border transfer rules In effect
6. 15 February 2026 Circular 03/2026/TT-BYT — Cosmetics advertising no longer needs pre-approval — oversight moves to after publication In effect
7. 31 March 2026 Decree 96/2026/NĐ-CP — New implementing decree for the Investment Law — establish-first option and updated market-access lists In effect
8. 6 April 2026 Resolution 15/2026/NQ-CP — Food-safety Decree 46/2026 suspended in full — Decree 15/2018 still governs food declaration and import inspection In effect
9. 1 July 2026 Decree 161/2026/NĐ-CP — Social and unemployment insurance contribution caps raised In effect
10. 1 July 2026 Law 109/2025/QH15 — New Personal Income Tax Law — 5 tax bands and higher family deductions In effect
11. 1 July 2026 Law 122/2025/QH15 + Decree 248/2026/NĐ-CP — New Law on E-Commerce — foreign platforms must register once they cross 100,000 Vietnamese orders a year In effect
12. 10 September 2026 Draft decree detailing the Law on Export and Import Duties — Draft decree would cut the import-duty exemption for small parcels to about VND 100,000 Proposed (draft)
13. 18 October 2026 Decree 342/2026/NĐ-CP — New licensing rules for foreign-invested companies that import, distribute or retail In effect
14. 1 January 2027 Law 66/2025/QH15 on Special Consumption Tax — Sugary drinks become subject to special consumption tax: 8% from 2027, 10% from 2028 Upcoming
15. 1 March 2027 Law 24/2026/QH16 — Investment Law amended: conditional business list replaced by a shorter one from March 2027 Upcoming

This is a high-level orientation, not legal advice — confirm current text and effective dates with the primary sources below or qualified counsel before acting.

Selling into Vietnam from abroad? Our Vietnam Regulation Tracker for foreign sellers breaks down each of these — VAT on low-value parcels, platform tax withholding, the E-Commerce Law and Decree 248/2026, the 8% VAT cut ending in 2026 — with official instrument numbers, effective dates, and what each means for your costs.

What the 2025–2026 rules mean for a foreign operator

The same rules land differently depending on how you sell. Each point below condenses the matching Regulation Tracker entry, which links the official instrument and the law-firm or adviser summaries behind it.

• Selling through Shopee, TikTok Shop or Lazada. You are not a platform under the E-Commerce Law, but you must pass the platform's electronic identity check before you can sell. If you sell as an individual or household, the platform withholds VAT and personal income tax on every order (1% and 0.5% on goods for resident sellers under Decree 252/2026/NĐ-CP); companies are not withheld on.
• Running your own Vietnamese-language or .vn ordering site. That makes you a direct-sales platform under Decree 248/2026/NĐ-CP: plan for registration with the Ministry of Industry and Trade and a Vietnam-resident representative before you localise the site. Operators confirmed under the old rules have until 30 June 2027 to update their filings.
• Holding Vietnamese customer data (a direct-to-consumer site, a CRM, an email list). The PDPL applies: consent capture, a data-protection officer or department, and a 72-hour breach-notification window. Processing the data on an overseas platform or cloud is a cross-border transfer, so a transfer impact assessment must be filed with the Ministry of Public Security within 60 days of the first transfer. Micro-enterprises and household businesses are exempt from the officer and assessment duties; small enterprises and startups get a five-year grace period unless they process sensitive data, handle data on more than 100,000 people or act as data processors.
• Setting up a local entity to import, hold stock and sell. Decree 96/2026/NĐ-CP lets a foreign investor establish the company before obtaining the Investment Registration Certificate, with a commitment to meet market-access conditions. Decree 342/2026/NĐ-CP, in force from 18 October 2026, then decides whether you also need a Business Licence: it is required for retail distribution, for import or wholesale of goods not yet fully opened to foreign investors, for trade intermediation and for operating an e-commerce platform. If your activity is a conditional business line, check it against the shorter list that replaces the current one from 1 March 2027 (reported).
• Shipping small parcels from abroad. Every express parcel has paid import VAT since 18 February 2025. The import-duty exemption for parcels of VND 1,000,000 or less remains, but a draft decree would cut it to a customs value of about VND 100,000, so do not build pricing that depends on staying duty-free.

Major Players

Government Bodies

• Ministry of Industry and Trade (MOIT): E-commerce, domestic business
• State Bank of Vietnam (SBV): Financial services, payment regulation
• Ministry of Science and Technology (MOST): Telecommunications and digital technology (took over from the Ministry of Information and Communications on 1 March 2025)
• Ministry of Finance: Taxation, customs, securities, and foreign investment and business registration (it absorbed the Ministry of Planning and Investment on 1 March 2025)
• Department of Cybersecurity and High-Tech Crime Prevention (A05): Cyber enforcement

Business Registration and Support

• Provincial Department of Finance: Business registration (took over from the provincial Departments of Planning and Investment in 2025)
• Vietnam Chamber of Commerce and Industry (VCCI): Business advocacy
• provincial Industrial Zones Management: IZ tenant services

Legal and Advisory Services

• Baker McKenzie, LNT & Partners: International law firms
• VILAF, YKVN, Tilleke & Gibbins: Major local and regional firms
• Big 4 accounting firms: Tax and regulatory advisory (Deloitte, KPMG, PwC, EY)
• VBiz, SME Consulting: Local business registration services

Why This Matters

• Foreign ownership restrictions often require local partnership structures
• Conditional business lines need advance licensing planning (2-6 month timelines)
• Data localization adds infrastructure cost and compliance complexity
• E-commerce platforms have specific seller verification and reporting obligations
• Tax incentives available for preferred sectors (technology, education, healthcare)
• Regulatory changes frequent; legal monitoring essential for ongoing compliance

Sources

• Vietnam National Assembly legislation database
• VMI Regulation Tracker entries, each linking the official instrument and an adviser summary (KPMG Vietnam on Decree 252/2026, Vietnam Briefing on Decree 356/2025, DFDL on Decree 96/2026, BizConsult on Decree 248/2026)
• Government Portal (chinhphu.vn) decrees and circulars
• Ministry of Finance investment guidance (formerly the Ministry of Planning and Investment)
• State Bank of Vietnam fintech and payment regulations
• Vietnam Bar Federation legal updates
• International law firm Vietnam regulatory updates