WHAT HAPPENED
Vietnam has launched a package of amendments to its trade legislation, and the Law on Commerce 2005 is the centerpiece of this package. According to VnEconomy, the country's foreign trade turnover exceeded $930 billion in 2025, and it is precisely this scale that has made the current law obviously outdated: the document was written for an economy where the share of cross-border online trade was incomparably smaller than today.
Among the proposed amendments is a revision of Article 301, which sets an 8% cap on contractual penalties. For a Russian exporter, this is not an abstract norm: it is this ceiling that determines how much you can actually recover from a Vietnamese supplier for missed shipment deadlines or non-conforming goods. There is also discussion of removing commercial expertise from the list of conditional business activities — that is, simplifying access to independent inspection of goods.
In parallel, a broader campaign is underway. According to VnEconomy, in March 2026 relevant agencies were considering a draft of amendments to four laws at once: the Law on Commerce, the Competition Law, the Law on Foreign Trade Management, and the Consumer Protection Law. And on December 10, 2025, the National Assembly passed the Law on E-commerce — it took effect on July 1, 2026, and introduces four types of platform classification, separate regulation of cross-border e-commerce, and requirements for foreign platforms and their representatives in Vietnam, as reported by BaoChinhPhu.
WHAT THIS MEANS
First and most practical: the very architecture of liability in the chain "Vietnamese manufacturer — exporter — Russian marketplace" is changing. If previously a dispute with a supplier ran up against the 8% penalty cap on contract value, the new round of amendments opens the possibility of revising this limit toward greater buyer protection. For the Russian side, this means that in 2027 contracts it makes sense to build in penalty mechanics tied to the new version, not the old one — otherwise you are signing a document under rules that may already be outdated by the time of the dispute.
Second, cross-border e-commerce is for the first time receiving a separate legal regime. The Law on E-commerce directly regulates foreign platforms and requires them to have a representative in Vietnam. For Russian sellers who sell through Vietnamese marketplaces or purchase through them, this means increased requirements for the counterparty platform's documents: if the platform does not have a properly established representative under the new rules, your transactions may end up in a gray zone from the perspective of the Vietnamese regulator.
Third, and most painful for logistics, is the customs contour. According to Vietnam News, the National Assembly passed a revised Customs Law that tightens control over e-commerce through risk-based inspections and digital procedures. At the same time, the discussion was difficult: the government temporarily removed or reformulated some provisions on customs inspection after criticism from deputies who pointed to the unclear legal basis. The practical conclusion: the rules of the game in customs for 2027 have not yet settled, and planning logistics with rigid deadlines under new schemes is still risky.
Fourth is the investment contour. According to VnEconomy, on August 24, 2026, the National Assembly approved amendments to the Investment Law, with some norms taking effect on March 1, 2027. This directly concerns entry schemes: if you planned to open a representative office or joint venture in Vietnam, the timelines and structure will be determined by the new version, not the one in force today.
VIETSMART EXPERT COMMENTARY
Every month I see the same picture in operations in Ho Chi Minh City: a Russian entrepreneur comes in with a contract downloaded from the internet and slightly adapted. The clause on penalties is usually copied from someone else's agreement and takes into account neither Article 301 nor the fact that the Vietnamese side is well aware of the 8% cap and deliberately relies on it in negotiations. The most common mistake is to think that the amendments to the Law on Commerce are "somewhere there, in Hanoi," rather than your concrete lever in a dispute over a $40,000 shipment.
Our practical rule for clients: do not sign anything under a Vietnamese contract without checking which version of the law the sanctions for breach are tied to, and fix this in the contract text with a direct reference to the applicable norm. Plus, keep independent inspection of goods in reserve: if commercial expertise is indeed removed from conditional business activities, it will become cheaper and faster, and it would be a sin not to take advantage of that.
CONCLUSIONS AND WHAT TO DO
- Request written confirmation from the supplier of the applicable version of the law. Ask your Vietnamese partner to specify in the contract that disputes are resolved under the version of the Law on Commerce taking into account the 2026–2027 amendments, not the 2005 text. This is one line that changes the outcome of a dispute.
- Check the status of the counterparty platform under the Law on E-commerce. If you work through a Vietnamese marketplace, clarify which of the four platform types it belongs to and whether it has a representative in Vietnam under the requirements of the law that took effect on July 1, 2026. No representative — no legal protection in a cross-border transaction.
- Build a customs buffer into delivery timelines for 2027. The revised Customs Law introduces risk-based inspections, and some provisions on inspections are still being adjusted. Add at least 5–7 working days to planned timelines for inspection and do not build promotions around a rigid cargo arrival date.
- Recalculate your entry scheme if you planned a representative office or joint venture. The amendments to the Investment Law of August 24, 2026, take effect in part on March 1, 2027. If you wanted to open in spring, the structure needs to be agreed under the new rules — start with a lawyer now, not in February.
- Create a folder on the four trade laws. The Law on Commerce, Competition Law, Law on Foreign Trade Management, and Consumer Protection Law are being amended as a package. Track the final texts — changes in the Competition Law and Consumer Protection Law will directly affect return terms and advertising claims for Russian brands in the Vietnamese market.
Source: VnEconomy EN — Business dated September 20, 2026