What Happened
In September 2026, Vietnam Briefing published updated requirements for the approval of investment projects in Vietnam. The document details procedures for foreign investors, including new capital thresholds, industry restrictions, and conditions for companies in the e-commerce sector. Regulatory pressure on digital platforms is growing: authorities aim to strengthen control over cross-border operations and protect the local market.
Key changes concern requirements for minimum charter capital for e-commerce projects, mandatory local partnerships for certain activities, and stricter reporting on beneficial owners. For Russian entrepreneurs considering Vietnam as a production base or entry point into ASEAN, these rules will be decisive when structuring deals.
Vietnam Briefing notes that the new rules are intended to align with international standards of the OECD and WTO, but in practice create additional administrative barriers for foreigners. Particular attention is paid to the logistics and payment services sectors — these are where disputes with regulators most often arise.
What This Means for Russian E-commerce
For Russian online retailers and marketplaces, Vietnam remains one of the most attractive hubs in Southeast Asia: a developed manufacturing base, a young population, and growing domestic demand. However, the new investment requirements add complexity to the already challenging logistics of international expansion.
First, the entry threshold for establishing a legal entity increases. Previously, one could start with a small capital of $10,000, but now e-commerce operators must have a minimum charter capital of $100,000. This cuts off small startups, but for medium-sized Russian businesses planning serious expansion, this is not critical. More important is the requirement for a local partner in areas related to data processing and payment services — here the foreign ownership share is limited to 49%.
Second, control over cross-border data transfer is tightened. Russian companies that used Vietnamese servers to store customer data are now obliged to localize it within the country. This requirement has been in effect since 2024, but there was no clear verification mechanism until now. In 2026, authorities promise to launch a monitoring system, which will force many to reconsider their IT infrastructure.
Finally, the new rules also apply to marketplaces. If a Russian platform wants to enter the Vietnamese market, it must obtain a license and comply with requirements for local content and taxation. This means additional costs for legal support and adaptation of business processes.
Expert Commentary from VietSmart
In our practice in Ho Chi Minh City, most Russian entrepreneurs come with the question: “How quickly can we register a company and start selling?” But the new regulatory climate requires a different approach. In 2026, it is not enough to simply submit documents — you need to prove that your business benefits the Vietnamese economy. This could be technology transfer, job creation for local people, or exporting Vietnamese goods.
A common mistake is trying to save on legal support and using standard charters not adapted to the new requirements. As a result, companies face rejection or delays lasting months. We recommend budgeting for consultations with local lawyers and tax advisors already at the planning stage.
Another important aspect is reputational risks. Vietnamese regulators actively exchange information with international partners, so any violation in one country can affect operations in another. Russian companies should conduct a compliance audit of their activities in Vietnam in advance to avoid sanctions.
Conclusions and What to Do
- Conduct an audit of your current structure. If you already have a legal entity in Vietnam, check whether the charter capital and business activities comply with the new requirements. You may need to increase capital or change the form of presence.
- Explore the possibility of a local partnership. For sectors with a 49% restriction, find a reliable Vietnamese partner in advance. This could be a local distributor or an IT company that becomes your technological ally.
- Plan data localization. If you process data of Vietnamese citizens, start designing local data storage now. Renting servers in Hanoi or Ho Chi Minh City may take several months.
- Prepare a package of documents for licensing. For e-commerce platforms, it is necessary to obtain an e-commerce license. Gather all founding documents, a business plan, and a description of technical information security measures.
- Consult experts in Vietnamese law. Do not skimp on legal support — it will help avoid mistakes when applying for investment approval. VietSmart provides full support: from choosing the legal entity form to obtaining all permits.
Source: Vietnam Briefing from September 8, 2026