Editorial · November 11, 2021
E-Commerce Decree 85: New Rules for Online Sellers
E-commerce Decree 85 changes how Vietnam regulates online selling from 1 January next year. The Government signed Decree No. 85/2021/ND-CP on 25 September 2021. It amends Decree No. 52/2013/ND-CP, the main e-commerce rulebook since 2013. The new text gives more duties to sellers, to platforms and to foreign websites that serve Vietnamese buyers.
This note explains the main changes in plain words. It is general information, not legal advice. Businesses should read the decree itself or ask a lawyer about their own case.
What the decree changes at a glance
The decree adds a new group, called e-commerce service providers. These are firms that build a site where other parties can promote, sell or offer services. A firm that only designs a website, and takes no part in running it, is left out.
It also names a support group: firms that offer technical systems, logistics and other help for e-commerce. Logistics firms now have a duty to provide delivery documents for goods in transit. Where a platform uses a third party for delivery, the seller, the platform and the carrier must agree who provides the goods papers.
The new rules start on 1 January, next year. Firms with an existing registration with the Ministry of Industry and Trade have 180 days from that date to update it.
What sellers must show buyers
Sellers must give enough detail for a buyer to understand the product before making an offer. The goal is to avoid mistakes and disputes.
A product listing must also show the information that the law requires on a product label. Details that change with each batch, such as the production date, expiry date and lot number, are not required in the listing.
If a product or service needs a business license or a certificate, the seller must publish the license number, the date it was issued and the office that issued it. Sellers must also state their return policy, including the time limit, how to return or swap goods, how refunds are paid and who pays the costs. A site that takes orders online must link to this policy information from its home page and give a phone number or another online contact for quality complaints.
New duties for platforms and social networks
An e-commerce trading floor is a site where many sellers trade. The decree widens this idea. A social network now counts as a trading floor if it lets members open booths or accounts, or post buy and sell notices, and members pay fees for this, directly or indirectly.
Every trading floor must register its site and show who owns it on the home page. It must collect identity details from sellers. For foreign sellers, the name must be written in Vietnamese or in Latin letters. It must remove banned goods, and it must take down information on violating goods within 24 hours of a request from a state agency. It must work with owners of intellectual property to remove copies, warn or refuse service to repeat offenders, update keyword filters that the authorities recommend, and handle complaints through the online.gov.vn portal.
A platform that takes orders online has extra duties. It must name a contact point that answers state agencies within 24 hours. It must handle buyer complaints about goods from foreign sellers and tell those sellers about their Vietnamese tax duties. It must keep order records under accounting law. It shares the cost of damage if it fails its duties to remove violations and assist the authorities.
Rules for foreign websites and sellers
This is the biggest change. A foreign business is treated as running an e-commerce service site in Vietnam if its site uses a Vietnamese domain name, is shown in Vietnamese, or handles more than 100,000 transactions a year that come from Vietnam. Such a business must register its e-commerce activity and either open a representative office in Vietnam or name an authorized representative there. It must also work with agencies against illegal trade, follow consumer protection and quality rules, and file the required reports.
Foreign sellers on Vietnamese platforms must follow the platform rules. The platform must check each foreign seller's identity. It then picks one of three paths: ask the seller to use its own import and export rights, organize imports for the buyer, or ask the seller to name a commercial agent in Vietnam.
The decree also makes e-commerce services a field with conditional market access for foreign investors. When a foreign investor controls a firm among the five leading e-commerce service firms, as listed by the Ministry of Industry and Trade, the Ministry of Public Security must give an opinion on national security. Foreign firms covered by these rules have 12 months from that start date to complete the steps.
What to do before 1 January
Online sellers can use the weeks before the start date to prepare. First, check that each listing shows label details, license numbers where needed, and a clear return policy. Second, check that the home page links to the policy pages and lists a contact for quality reports. Third, if the business already holds a registration with the Ministry of Industry and Trade, plan the update within the 180 day window.
Platform owners should write down their takedown steps, so that they can act within 24 hours. They should also review their seller sign-up forms, their keyword filters and their complaint handling. Foreign operators should test their site against the three triggers and decide early how to appoint a local representative.
The details of how agencies will apply these rules are not yet known. Guidance and practice may add more detail after the start date, so businesses should watch for notices from the Ministry of Industry and Trade.