VIETNAM BUSINESS FORMATION
Vietnam Company Registration for Online Business Owners
Match the legal seller, company activities and sales channel before opening a Vietnam online business.
An owner selling through an online store, a marketplace account or a digital service business can establish a Vietnam company, subject to the owner’s eligibility and the actual activities. “Online” describes the channel; it does not create a separate company type or an exemption from foreign investment, business conditions or tax obligations.
The first decision is whether your company sells its own goods or services, sells on someone else’s platform, or operates a platform for other sellers. That distinction changes the registration and launch work. For a new Vietnam business in October 2026, use the E-commerce Law effective July 1, 2026 and its implementing decree rather than an old website-notification checklist.
Key takeaways
- Write down who contracts with the customer and who operates each website or app; a brand name alone cannot identify the responsible business.
- A foreign owner must test the underlying goods or services against market-access conditions before choosing the company and investment route.
- An own-store platform with online ordering needs notification confirmation before operation; operating an intermediary platform follows a different registration route.
- A company certificate, an e-commerce confirmation and a functioning payment account prove different things. Keep separate evidence for each launch dependency.
- Changes to the company identity, domain or business model can affect channel records after incorporation; build an owner for those updates into your launch plan.
Classify the business behind the screen
Classify the transaction rather than the technology you use. A business that sells its own services through a website can be a direct seller; the fact that the website uses software does not make the business an intermediary platform. Under Articles 3 and 14 of the 2025 E-commerce Law , the direct-selling and intermediary models have different roles and pre-operation requirements.
| Your operating model | Who sells to the customer? | What the registration plan must resolve |
|---|---|---|
| Own online shop or service site | Your company sells its own goods or services. | Underlying activity eligibility; direct-platform notification if there is online ordering. |
| Seller account on an outside marketplace | Your company is the seller; another business operates the marketplace. | Your company and seller records, goods or service permissions, and the host’s onboarding requirements. |
| Marketplace, commercial social network or integrated platform | Other sellers use a platform your company operates. | Platform-operator scope, legal-person status, management conditions and registration. |
| Agency, software service or affiliate income | Depends on the actual contract, service and payment flow. | Describe the service or promotion role; do not assume either a goods-retailer route or a marketplace-operator route. |
For each revenue stream, identify the contract party, invoice issuer, recipient of customer funds, party responsible for returns, and owner of the domain or app. Then describe whether other businesses can create seller accounts. The seller and the platform operator may be different legal persons. A payment gateway or fulfilment provider does not settle that classification for you.
This is a company-registration planning decision. A complete application for a payment, financial, education or other regulated service, and the full licensing of a large platform, require a separate assessment of that activity. Do not register a vague “online business” description and postpone the revenue model until after incorporation.
Fix the business model before fixing the paperwork
A short description of the customer contract, seller role and channel can reveal which establishment and e-commerce workstreams your launch needs.
Match the owner and activities to the company
Choose ownership and company form only after the activity assessment. A Vietnamese domestic-investor route and a foreign-investor route are not interchangeable. For foreign owners, Article 8 of the current Law on Investment makes market access depend on the activity and applicable conditions, which may concern ownership, form, scope or investor and partner requirements. Selling remotely does not remove that test.
Separate the goods or services you sell from the activity of operating a platform for others. For goods, the assessment should identify the intended import, wholesale or retail activities and any product conditions. For a service, describe what is actually delivered. A mixed business needs a conclusion for each revenue stream; permission for one activity should not be treated as permission for all of them.
For company form, the consolidated Enterprise Law distinguishes a one-member limited liability company, with one owner, from a multiple-member limited liability company, with 2–50 members. Both obtain legal personality upon issuance of the Enterprise Registration Certificate (ERC). Your choice should reflect the real owners and governance arrangements; “foreign-invested enterprise” is not a separate company form.
The investment route also needs current sequencing. Articles 19, 26 and 29 of the Investment Law allow an eligible foreign investor to establish an economic entity before the relevant Investment Registration Certificate (IRC) procedures, while preserving applicable project approvals and pre-execution requirements. Enterprise-first is not an operating exemption . Decree 296/2026 updates the associated enterprise dossier, including the applicable IRC-copy exception and market-access commitment; it does not authorise every investor to start every project.
The underlying company registration requirements in Vietnam establish the legal entity; your online revenue model determines the additional activity and channel checks. Before committing to a site launch, document the investor, ownership, activities, location, proposed capital and applicable investment outputs together. For foreign owners, testing the proposed activities before incorporation helps isolate eligibility gaps before they become filing inconsistencies.
Once the owner and activities are settled, the company record and the channel record can be prepared together. Their evidence converges at launch, even though different procedures produce it.
Prepare one consistent company and channel record
Prepare a single identity record for the proposed company, then use it to control the enterprise, investment and online-channel files. This is a working dossier map rather than a claim that every authority requires the same attachments. It helps prevent the company, website policies and marketplace account from naming different sellers.
- Company record: proposed name, legal form, owners, charter, capital commitments, head-office details, legal representative and applicable ownership disclosures.
- Investor and project record: investor identity or corporate authority, ownership chain, proposed activities, location and financial evidence needed for the applicable route. Check certification and Vietnamese translation requirements for the actual overseas documents.
- Channel record: domain or app, its owner, hosting details, operating contact and the company that will contract with customers.
- Commercial record: sample customer terms, goods or service description, pricing, payment, delivery, cancellation, returns and complaint handling. Keep documents aligned with what the product actually does.
For electronic enterprise registration, Decree 296/2026’s updated filing provisions use electronic-identity login through the National Public Service Portal or National Identification Application to reach the national enterprise registration information system. The authorised signatory and an authorised filer have different signing and submission rules. Arrange the correct authority before documents are signed; an old business-registration-account tutorial is not a reliable 2026 filing specification.
After the applicable company and investment applications are prepared, submit through the correct procedure, retain the application receipt and monitor the registered account for requests. Correct the underlying name, address, owner or activity data before resubmission rather than creating conflicting versions in different files. Save the issued ERC and any applicable IRC or approval separately, and check their details against the final channel declaration.
Plan document preparation, official review, corrections and channel clearance as separate dependencies. The end point is the evidence needed for your actual first transaction, not the day the enterprise application is uploaded. Capital, banking, accounting and applicable sector work may continue after incorporation; give each task a responsible person and a documentary finish line.
Complete the right e-commerce procedure
A new own-store platform with online ordering needs confirmed notification before it operates. This follows Articles 23–24 and Annex I of Decree 248/2026 , effective July 1, 2026. The provincial People’s Committee confirms this notification. Intermediary platforms, commercial social networks and integrated platforms follow registration confirmed by the Ministry of Industry and Trade (MOIT), rather than the direct-store notification route.
For your own ordering website or app
- Prepare Form 01 in Annex II. It identifies the operator, enterprise registration details, head office, legal representative, operating manager, website or app and its goods or services. Complete the policy fields to match the live purchase journey.
- Include applicable conditional-business permission evidence under Article 24. The decree allows legally valid, shareable electronic data to be retrieved without requiring it again; that is not a waiver of the underlying permission.
- Log in to the National Public Service Portal, declare the information and attach the required material. Annex I specifies online submission and receipt of results; monitor both the registered account and email.
- Assess the response. Annex I provides for a response within three working days after a complete, valid filing: confirmation, a clarification request or a reasoned refusal. A clarification or refusal requires a corrected submission; uploading the file alone is not confirmation.
- Keep the confirmation and public listing evidence. On confirmation, the operator receives an electronic notification symbol that links back to the published record in the E-commerce Activity Management System.
A contact-only site should not be assessed as though it has the same functionality as an ordering platform. Article 3 defines online ordering by the ability to conclude an electronic contract on the platform. Review the actual contract path , including messages or embedded tools, rather than deciding solely from whether the site displays a shopping-cart icon.
For a platform serving other sellers
Article 14 of the E-commerce Law requires the relevant operator to be a legally established legal person and to satisfy management and operation conditions. Decree 248 Articles 25–27 require confirmed registration before operation. The dossier includes Form 02, an e-commerce operating proposal, seller agreements and applicable permissions, with livestream rules where that function is offered. These obligations are a reason to plan an operator business separately from a single merchant account.
If your company only sells through another operator’s platform, distinguish the host’s platform registration from your company’s own seller and activity responsibilities. Keep the host contract, seller identity and supporting permissions consistent with the company that makes the sale. A host’s acceptance is not a substitute for the company’s own legal eligibility.
Check the channel file against the real checkout
A mismatch between the declared operator, contract party and online-ordering functions can send an otherwise complete company setup down the wrong channel procedure.
Resolve online launch gaps before taking orders
Treat the first order as a controlled transaction. The company named in the terms should match the intended seller record, and the team should know who issues the invoice, receives and reconciles funds, handles complaints and preserves the transaction evidence. A website going live is a technical event; the legal launch depends on the applicable company, investment, activity and channel requirements being satisfied.
The Ministry’s September 2026 compliance guidance connects online trading with clear seller and product information, transaction policies, customer data protection and complaint handling. Build the accounting, applicable tax and e-invoice work into that same launch plan. Do not assume that marketplace deductions or a payment-provider settlement replace your company’s obligations, and do not infer a tax result merely because customers are overseas.
| Gap found before launch | What to reconcile | Evidence to keep |
|---|---|---|
| The founder owns the domain, but the company is the seller. | Record the domain and operating arrangement; make the operator declaration and customer information accurate. | Company/channel identity record and final published terms. |
| The site starts inviting third-party sellers. | Reassess operator classification and registration before enabling the new model. | Updated scope assessment and applicable confirmation. |
| The channel file names an earlier company address or manager. | Compare company changes with the channel amendment requirements. | Updated company data, amendment receipt and confirmation. |
For an own ordering store, Decree 248 Article 23 requires amendment within 20 working days after specified changes, including the platform name, operating manager, enterprise registration information or published operating and transaction conditions. Changes to the operator’s tax code are treated as a termination trigger. Keep these channel tasks on the company-change checklist rather than assuming an ERC update synchronises every system.
Existing platforms confirmed before July 1, 2026 have a specific transition under Article 53: they may continue within their confirmed scope through June 30, 2027 while updating their files under the new decree. A new company or new channel must not borrow that transition simply because its founder used to trade online. Article 52 also starts the platform duty for electronic identity verification of sellers and livestream sellers on January 1, 2027; prepare for the host’s process without mislabelling that future commencement as already effective.
Stop a launch when a decision-changing permission, operator identity or required confirmation is unresolved. Repair the record or function that caused the gap, then reassess the affected procedure. A payment account, marketplace badge or application receipt cannot be used as evidence for a different outstanding requirement.
Choose the route for your first online sale
For an own-brand store, start with the goods or services and investor eligibility, establish the company and applicable project, then complete the ordering-channel notification and operating work. For a merchant on another platform, focus on the company’s seller role and supporting evidence. For a marketplace or other platform serving sellers, plan the operator business and registration from the outset.
Before committing to launch, put the proposed first sale beside the final company record, applicable investment and activity outputs, channel confirmation and transaction controls. Each should describe the same business. If the platform starts serving other sellers, the contract party changes or a new regulated activity appears, pause that expansion and reopen the affected assessment before accepting those transactions.
Turn the model into a registration brief
Bring the proposed ownership, revenue streams, domain or app and sample customer journey so the company and channel work can be assessed together.
Frequently asked questions
Does using a hosted storefront make me a marketplace operator?
The software provider and the legal operator need separate identification. Check who controls the store and sells to customers, and whether other sellers can register accounts on your platform. A hosted technical solution alone does not settle the legal classification.
Can I use my overseas company instead of forming a Vietnam company?
That is a separate cross-border decision. Foreign platforms and overseas sellers can fall under specific Vietnam rules; the local-company route described here does not establish that an overseas-only model is permitted or exempt from Vietnam obligations.
Is a business household interchangeable with a company?
No. The decree recognises business-household records for certain direct-platform procedures, but that does not establish every owner’s eligibility for a household or make it a company. Choose the underlying establishment route before using its details in a channel filing.
Is the three-working-day notification response a company setup timeline?
No. It concerns a complete, valid direct-platform notification file under Annex I of Decree 248. Investor preparation, company and investment procedures, corrections and any other launch dependencies have their own paths.
What if I already notified a website before July 2026?
Keep the existing confirmation and check its operator and scope against the current business. Article 53 provides a transition through June 30, 2027 with file updates during that period. It does not automatically cover a different company or an expanded operating model.