Procedures for Registering an E-commerce Trading Floor in Vietnam

According to Clause 9, Article 3 of Decree No. 14/VBHN-BCT dated November 19, 2021 on E-commerce, an e-commerce trading floor is an e-commerce website that allows traders, organizations, and individuals who are not website owners to carry out part or all of the process of buying and selling goods and services on it. Accordingly, foreign enterprises, in order to conduct e-commerce trading floor business in Vietnam, must register their websites with the Ministry of Industry and Trade before commencing operations.

I. Provision of E-commerce Trading Floor Services

1. Traders and organizations providing e-commerce trading floor services are traders and organizations that establish e-commerce websites to enable other traders, organizations, and individuals to carry out part or all of the process of buying and selling goods and services on it.

2. Forms of operation of e-commerce trading floors:

a) Websites that allow participants to open booths to display and introduce goods or services;

b) Websites that allow participants to open accounts to carry out the process of concluding contracts with customers;

c) Websites with a buying and selling section on which participants are allowed to post information about buying and selling goods and services;

d) Social networks with one of the forms of operation specified in points a, b, and c above, and participants directly or indirectly pay for carrying out such activities.

II. Conditions for Establishing a Website Providing E-commerce Services

Traders and organizations are allowed to establish a website providing e-commerce services when they meet all of the following conditions:

1. Be a trader or organization established in accordance with the law.

2. Have a service provision plan that clearly states the following contents:

a) Operational organization model, including service provision activities, promotion and marketing activities both inside and outside the online environment; logistics activities for goods.

b) Define the rights and responsibilities between the trader or organization providing e-commerce services and the service users.

3. Have registered the establishment of a website providing e-commerce services and have been confirmed by the Ministry of Industry and Trade for registration in accordance with regulations.

4. Websites operating in the manner of a commodity exchange:

a) Traders and organizations that establish e-commerce websites, on which participants are allowed to buy and sell goods in the manner of a commodity exchange, must have a license to establish a commodity exchange and comply with the laws on commodity exchanges;

b) The Ministry of Industry and Trade shall specify the mechanism for monitoring and connecting transaction information between state management agencies and commodity exchanges, and other requirements for the operation of websites operating in the manner of a commodity exchange.

III. Procedures for Registering the Establishment of a Website Providing E-commerce Services

1. Traders and organizations shall register online with the Ministry of Industry and Trade regarding the establishment of a website providing e-commerce services after the website has been completed with full structure, features, and information according to the service provision plan, has been operating at the registered domain name address, and before officially providing services to users.

2. The registration dossier includes:

a) Application for registration of the establishment of a website providing e-commerce services;

b) A copy from the original book or a certified copy or a copy presented with the original for comparison of the establishment decision (for organizations); electronic copy from the original book or certified electronic copy from the original; business registration certificate or enterprise registration certificate (for traders), business license (for foreign investors, economic organizations with foreign investment capital);

c) Service provision plan as regulated;

d) Regulations on the management of the operation of the website providing e-commerce services in compliance with the provisions of this Decree and relevant legal provisions;

đ) Sample service provision contract, general transaction conditions, if any;

e) Other documents as prescribed by the Ministry of Industry and Trade.

IV. Foreign Traders and Organizations with Websites Providing E-commerce Services in Vietnam

1. Foreign traders and organizations with websites providing e-commerce services in Vietnam are traders and organizations with one of the following forms of operation:

a) E-commerce website under a Vietnamese domain name;

b) E-commerce website with Vietnamese as the display language;

c) E-commerce website with over 100,000 transactions from Vietnam in a year.

2. Foreign traders and organizations with websites providing e-commerce services in Vietnam as prescribed in Clause 1 of this Article shall register their e-commerce activities as prescribed in this Decree and establish a representative office in Vietnam as prescribed by law or designate their authorized representative in Vietnam.

3. Goods exported and imported through e-commerce shall follow customs procedures in accordance with customs law.

4. The number of transactions from Vietnam shall be based on the following sources:

a) Voluntary reports from traders and organizations as prescribed in this Decree;

b) Official data from competent state management agencies of Vietnam, including: customs authorities; state management agencies for the Internet; state management agencies for banking and taxation;

c) Available and public reports and information whose authenticity can be verified by relevant state management agencies.

5. Responsibilities of foreign traders and organizations with websites providing e-commerce services in Vietnam:

a) Coordinate with state management agencies in preventing transactions of goods and services that violate Vietnamese law;

b) Fulfill obligations regarding the protection of consumer rights and the quality of products and goods as prescribed by Vietnamese law;

c) Fulfill reporting obligations as prescribed.

V. Conditions for Market Access of Foreign Investors in the Field of E-commerce Services

1. The provision of e-commerce services is a conditional market access sector for foreign investors.

2. Market access conditions include:

a) Foreign investors investing in e-commerce service provision activities in Vietnam must comply with the provisions of Clauses 1 and 2, Article 21 of the Law on Investment;

b) Foreign investors who control one or more enterprises among the top 5 leading e-commerce service providers in Vietnam, according to the list announced by the Ministry of Industry and Trade, must obtain a national security assessment from the Ministry of Public Security.

3. A foreign investor is considered to be controlling an enterprise providing e-commerce services as stipulated in Point b, Clause 2 of this Article when falling under one of the following circumstances:

a) The foreign investor holds ownership of more than 50% of the charter capital or more than 50% of the voting shares of the enterprise;

b) The investor directly or indirectly decides on the appointment, dismissal, or removal of the majority or all members of the Board of Directors, the Chairman of the Members' Council, the Director, or the General Director of the enterprise;

c) The investor has the right to decide on important issues in the business operations of the enterprise, including the selection of technology platforms, forms of business organization; selection of industries, trades, locations, and forms of business; selection of adjustments to the scale and business lines; selection of forms and methods of mobilizing, allocating, and using the business capital of that enterprise.

4. The group of 5 leading enterprises in the market as mentioned in Point b, Clause 2 of this Article is determined based on criteria such as the number of visits, the number of sellers, the number of transactions, and the total transaction value.

5. In the case specified in Point b, Clause 2 of this Article, investors shall, during the process of applying for or adjusting a Business License in accordance with Government regulations on the purchase and sale of goods and activities directly related to the purchase and sale of goods by foreign investors and economic organizations with foreign-invested capital, do as follows:  

a) During the process of providing opinions within its authority on the application for issuance or adjustment of a Business License, the Ministry of Industry and Trade shall send a written request for opinions to the Ministry of Public Security;

b) Based on the written request of the Ministry of Industry and Trade, the Ministry of Public Security shall issue a written document clearly stating its approval or disapproval of the investor's request, and send it back to the Ministry of Industry and Trade within 20 days from the date of receipt of the request from the Ministry of Industry and Trade;

c) Based on the opinions of the Ministry of Public Security, the Ministry of Industry and Trade shall issue a written reply to the Business License issuing agency as regulated;  

d) The time limit for requesting opinions from the Ministry of Public Security shall not be counted towards the time limit for the Ministry of Industry and Trade to provide its approval opinions as prescribed by law.

6. Investors who invest in small and medium-sized innovative start-up enterprises as prescribed by law on support for small and medium-sized enterprises are not required to comply with the provisions in Clause 2 above.

 

The information contained in this article is general and intended only to provide information on legal regulations. DB Legal will not be responsible for any use or application of this information for any business purpose. For in-depth advice on specific cases, please contact us.

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