Learning Outcomes
By the end of this section, you'll understand:
- E-commerce platform requirements for TikTok Shop and Shopee
- Fashion product compliance and labeling regulations
- Physical retail licensing requirements and timelines
- Customer data protection and loyalty program rules
- International expansion structures and trade agreements
Fashion E-Commerce Specifics in Vietnam
Fashion e-commerce in Vietnam operates under specific regulations covering platform requirements, product compliance, retail licensing, and data protection. Understanding these rules is essential for legal operations and successful scaling.
E-Commerce Platform Requirements
Vietnam's major e-commerce platforms—TikTok Shop and Shopee—are where most fashion brands start. Recent regulatory changes (Decree 117/2025) are tightening requirements for sellers.
Platform Comparison: TikTok Shop vs. Shopee
| Aspect | TikTok Shop Vietnam | Shopee Vietnam |
|---|---|---|
| Seller Types Accepted | Individual sellers + Corporate entities | Individual sellers + Corporate entities |
| Corporate Requirements | Business license (ERC), Tax code | Business license (ERC), Tax code |
| Individual Requirements | ID card, Bank account | ID card, Bank account |
| Registration Timeline | 1-2 days | ~1 week |
| Commission Rate | 2-8% (category-dependent) | 3-5% + payment processing |
| Fashion Category Commission | ~5% | ~4% |
| Payment Terms | Released after delivery confirmation | Released after delivery + buffer period |
| Shipping Options | TikTok logistics + third-party | Shopee logistics + third-party |
| Live Shopping | ✅ Integrated (major feature) | ✅ Available |
| Discovery | Algorithm-driven (For You Page) | Search + category browse |
Decree 117/2025: New E-Commerce Regulations
Effective October 1, 2025: Major Platform Changes
Decree 117/2025 fundamentally changes e-commerce platform operations in Vietnam with three critical provisions:
1. Automatic 1.5% Withholding for Unregistered Sellers
Requirement: Platforms must withhold 1.5% of sales from sellers who don't provide business registration information
Example Calculation:
| Monthly sales | $10,000 |
| 1.5% withholding | -$150 |
| Platform commission (5%) | -$500 |
| Net to seller (unregistered) | $9,350 |
Registered business sellers avoid the 1.5% withholding
Impact: Creates economic incentive for formal business registration. The $150/month savings on $10k sales adds up to $1,800 annually—enough to justify LLC formation costs.
2. Joint Platform Liability for Seller Compliance
Requirement: Platforms are now jointly liable with sellers for tax compliance failures
What this means:
- If seller doesn't pay taxes, platform can be held responsible
- Platforms have strong incentive to verify seller legitimacy
- Expect increasing pressure for business registration documentation
- Unregistered/household sellers may face more scrutiny or restrictions
Trend prediction: While platforms currently accept household businesses and individuals, expect gradual tightening of requirements. Corporate sellers will likely receive preferential treatment (faster approvals, better support, featured placement).
3. Enhanced Seller Verification Requirements
Requirement: Platforms must implement stronger seller identity and legitimacy verification
New verification likely includes:
- Business license verification for corporate sellers
- Tax code validation
- Bank account verification matching business registration
- Address verification for business location
- Periodic re-verification
Timeline for enforcement: Decree effective October 2025, with platforms expected to fully comply by Q1-Q2 2026. Gradual implementation likely.
Decree 117/2025 Enforcement Timeline
Strategic Implication for Fashion Startups
While you can currently sell as household business or individual, the regulatory trend clearly favors corporate sellers. Benefits of starting as LLC for platform selling:
- ✅ Avoid 1.5% withholding ($1,800+ annual savings on $120k revenue)
- ✅ Smoother platform approval process (less documentation hassle)
- ✅ Better platform support (corporate sellers prioritized)
- ✅ Future-proofed (no need to convert when rules tighten further)
- ✅ Professional credibility with customers (company vs. individual)
Fashion Retail Regulations & Product Compliance
Fashion products in Vietnam must comply with specific safety, labeling, and import regulations. Understanding these requirements prevents costly mistakes and legal issues.
Foreign Ownership: 100% Allowed for Fashion Retail
Good News: Fashion is NOT a Conditional Sector
Foreign investors can own 100% of fashion retail businesses in Vietnam without restrictions. Fashion clothing is not on the conditional business list requiring local partners or ownership caps.
This means: You can establish wholly foreign-owned LLC or JSC for fashion retail without needing Vietnamese partners. Full control retained.
Product Compliance: Chemical Safety Standards
Vietnamese law sets strict limits on harmful chemicals in textiles and clothing:
QCVN 01:2017/BCT: Formaldehyde Limits
National Technical Regulation on Textile and Garment Products
| Product Category | Maximum Formaldehyde (mg/kg) | Examples |
|---|---|---|
| Products for children under 3 years | 20 mg/kg | Baby clothes, infant wear |
| Products in direct skin contact | 75 mg/kg | Underwear, t-shirts, dresses (most apparel) |
| Products not in direct skin contact | 300 mg/kg | Outer jackets, coats (with lining) |
💡 Compliance Tip: Request formaldehyde test certificates from your manufacturer. Reputable Vietnamese manufacturers test products before shipping. If sourcing from China or other countries, specify QCVN 01:2017/BCT compliance in purchase orders.
Labeling Requirements: Decree 43/2017/ND-CP
All fashion products sold in Vietnam must have labels in Vietnamese language containing specific information:
Mandatory Label Information
1. Product Name
Must be in Vietnamese (e.g., "Váy dự tiệc" not just "Party Dress")
2. Material Composition
Fabric content by percentage (e.g., "100% Cotton" → "100% Bông")
3. Size Information
Size designation (S/M/L or measurements in cm)
4. Care Instructions
Washing, drying, ironing instructions in Vietnamese
5. Manufacturer/Importer Information
Company name, address (your LLC information)
6. Country of Origin
"Made in Vietnam" or country where manufactured
Example Compliant Label
STRAWBERRY SUNDAY
Váy Maxi Hoa (Floral Maxi Dress)
Chất liệu: 95% Cotton, 5% Spandex
Kích cỡ: M (Ngực: 88cm, Eo: 72cm, Dài: 125cm)
Hướng dẫn giặt:
- Giặt máy ở nhiệt độ thấp
- Không tẩy
- Là ở nhiệt độ trung bình
Sản xuất: Việt Nam
Nhập khẩu/Phân phối:
Công ty TNHH Strawberry Sunday
Địa chỉ: [Your registered address]
ĐT: [Phone] | Email: [Email]
All text must be in Vietnamese. English can supplement but not replace Vietnamese.
Import Considerations: Trading License Required
If importing finished garments from other countries (China, Bangladesh, etc.), you need additional licensing:
Trading License for Imported Goods
When needed: Importing finished fashion products for resale in Vietnam
Not needed: If manufacturing in Vietnam (no importation)
Process:
- Establish LLC with trading business scope in charter
- Apply for Trading License from provincial Department of Industry and Trade
- Obtain import-export code
- Register with customs
Timeline: 6-12 weeks (on top of LLC formation)
Cost: $2,000-4,000 (professional services)
Import Duties & Tariffs:
- Textiles and apparel: 10-20% import duty (varies by product category)
- 10% VAT (can offset against output VAT if registered)
- Trade agreements (EVFTA, CPTPP) may reduce duties for qualifying products
Advantage of Manufacturing in Vietnam
By manufacturing locally, Strawberry Sunday avoids:
- ✅ Trading License requirement (6-12 week process)
- ✅ Import duties (10-20% cost savings)
- ✅ Customs clearance delays (2-4 weeks per shipment)
- ✅ Import compliance complexity
- ✅ Currency exchange risk on international purchases
Additional benefit: "Made in Vietnam" label appeals to local consumers and qualifies for preferential trade agreements when exporting to other countries later.
Physical Retail Licensing
Opening physical retail stores in Vietnam requires specific licenses beyond your basic LLC registration. The process is lengthy but necessary for any brick-and-mortar presence.
Two-Stage Retail Licensing Process
Stage 1: Trading License
3-4 months
Purpose: Authorizes your company to engage in retail trading activities
Process:
- Submit application to Department of Industry and Trade
- Include: ERC, business plan, proposed retail locations
- Await approval (typically 3-4 months)
Cost: $500-1,500 (professional services recommended)
Stage 2: License to Establish Retail Outlet
Additional 1-2 months per location
Purpose: Authorizes specific physical retail location
Process:
- Must have Trading License first
- Submit application for specific retail outlet
- Include: Lease agreement, location details, floor plans
- Inspection by local authorities
- License issued for that specific location
Cost: $300-800 per location
Total Timeline for First Retail Store
1-2 months
3-4 months
1-2 months
Reality check: Opening first physical retail store in Vietnam takes minimum 5-8 months from LLC formation. This is why most fashion brands start online first.
Economic Needs Test (ENT): Second Store Requirement
What is the Economic Needs Test?
For opening your second and subsequent retail locations, Vietnam requires an Economic Needs Test to assess impact on local economy.
ENT evaluates:
- Market demand in the area
- Impact on existing retailers
- Employment creation
- Economic benefit to local community
Timeline: Additional 2-3 months beyond normal retail license
Approval: Discretionary—authorities can deny if deemed excessive competition
🎁 CPTPP Investor Exemption
Under the CPTPP trade agreement, investors from CPTPP member countries are exempt from ENT for retail expansion.
CPTPP members include: Australia, Canada, Chile, Japan, Malaysia, Mexico, New Zealand, Peru, Singapore, Vietnam (and potentially UK joining)
U.S. investors note: U.S. is NOT in CPTPP. American founders would need to structure investment through CPTPP member country (e.g., Singapore holding company) to qualify for exemption.
Strategic implication: If planning multi-store expansion, consider Singapore or other CPTPP country holding structure from the start.
Pop-Up Stores: Reality Check
Pop-Ups Face Same Licensing as Permanent Retail
Common misconception: "Pop-ups are temporary, so they must be easier to license."
Reality: Vietnamese regulations don't differentiate between temporary and permanent retail. Any physical selling location requires full retail licensing.
This means:
- 4-6 month licensing process for a 2-week pop-up
- Same costs as permanent location
- Makes true "pop-up" strategy impractical in Vietnam
Alternative: Many fashion brands do "market testing" at events/festivals without formal retail setup (technically gray area—understand the risk). Or focus on online channels and wait until committed to permanent retail before licensing.
Retail Cost Considerations
Rental Costs in Major Cities
| Location Type | HCMC (District 1, 3) | Hanoi (Old Quarter, Hoan Kiem) |
|---|---|---|
| Premium Mall (Vincom, Saigon Centre) | $150-200/sqm/month | $130-180/sqm/month |
| Street-Level Retail (High Traffic) | $100-150/sqm/month | $80-120/sqm/month |
| Secondary Shopping Streets | $50-80/sqm/month | $40-70/sqm/month |
| Suburban/Residential Areas | $20-40/sqm/month | $15-30/sqm/month |
Example: 40 sqm boutique in District 1 mall
- Rent: 40 sqm × $175/sqm = $7,000/month
- Fit-out: $10,000-20,000 (one-time)
- Deposit: 3-6 months ($21,000-42,000)
- Staff (2-3 people): $1,200-1,800/month
- Utilities & maintenance: $500-800/month
Total monthly cost: ~$9,500-10,000
Break-even sales needed (40% margin): ~$24,000/month in revenue
Customer Data & Loyalty Programs
Building direct customer relationships is critical for fashion brands, but Vietnam's data protection laws require careful compliance.
Decree 13/2023: Personal Data Protection
Key Requirements for Customer Data
1. Explicit Consent Required
Must obtain clear, informed consent before collecting customer data
- Cannot pre-check consent boxes
- Must explain what data is collected and why
- Must provide opt-out option
2. Purpose Limitation
Can only use data for purposes customer consented to
- If collected for order fulfillment, can't use for marketing without separate consent
- Must specify purposes clearly at collection
- New uses require new consent
3. Data Security
Must implement appropriate security measures
- Encrypted storage for sensitive data
- Access controls (who in your company can see customer data)
- Secure transmission (HTTPS)
- Breach notification procedures
4. Customer Rights
Customers have right to:
- Access their data
- Correct inaccurate data
- Delete their data (with exceptions)
- Withdraw consent
Platform Limitations on Customer Database
Critical limitation of selling only on platforms: You don't own the customer relationship.
| Aspect | TikTok Shop / Shopee | Owned E-Commerce Site |
|---|---|---|
| Customer email addresses | ❌ Not provided to seller | ✅ Yours to keep |
| Customer phone numbers | ⚠️ Partial (only for order fulfillment) | ✅ Yours to keep |
| Purchase history | ✅ Visible but locked in platform | ✅ Full control |
| Direct marketing | ❌ Must use platform tools only | ✅ Email, SMS, retargeting |
| Loyalty programs | ⚠️ Limited platform features | ✅ Fully customizable |
| Data portability | ❌ Can't export to another platform | ✅ Data is yours |
Risk: If platform bans your account or you want to switch platforms, you lose all customer relationships. You're building on rented land.
Importance of Owned E-Commerce Site
Why Fashion Brands Need Their Own Website
Year 1-2 strategy: Start on platforms (TikTok Shop, Shopee) for distribution and discovery. But simultaneously build owned e-commerce site.
Own Your Customer Data
Collect emails, build database, enable remarketing and repeat purchases without platform intermediation
Build Loyalty Programs
Points systems, VIP tiers, exclusive access—impossible with platform-only presence
Control Brand Experience
Your design, your story, your customer journey—not constrained by platform templates
Higher Margins
No platform commission (5-8%). Keep full margin on direct sales.
Long-Term Value
Customer lifetime value grows when you control relationship. Repeat purchase rate higher on owned channels.
Implementation: Launch owned site by Month 9-12. Use platforms for acquisition, drive best customers to your site with exclusive offers/early access.
Zalo Integration for Vietnamese Market
Zalo: Vietnam's Dominant Messaging App
Zalo stats: 70+ million users in Vietnam (75% of population)
Why it matters: Vietnamese consumers prefer Zalo for business communication over email or Facebook Messenger
Zalo for Business features:
- Zalo Official Account (ZOA): Verified business account for customer communication
- Zalo Shop: E-commerce functionality within Zalo
- Zalo Pay integration: Payment processing
- Broadcast messaging: Send promotions to followers
- Customer service chat: Real-time support
Recommendation: Set up Zalo Official Account early. Many Vietnamese customers prefer to chat on Zalo before purchasing. Integration supports customer acquisition and retention.
International Expansion Paths
For fashion brands with regional or global ambitions, understanding international expansion structures and trade agreements is crucial for planning.
Southeast Asia Expansion Structure
Recommended Structure: Singapore Holding Company
Common approach for SEA expansion: Establish Singapore holding company with country subsidiaries
Holding Company
Benefits:
- Tax-efficient jurisdiction (17% corporate tax)
- Strong legal system
- International credibility
- Access to CPTPP benefits
- Easier VC/investor access
Operating Subsidiary
Operating Subsidiary
Operating Subsidiary
Operating Subsidiary
Why this structure works:
- Centralized control: All country operations roll up to Singapore HoldCo
- Tax efficiency: Profit repatriation from countries to Singapore at favorable rates
- IP protection: Hold trademarks/brand at Singapore level, license to country subsidiaries
- Investor-friendly: VCs prefer investing in Singapore entity vs. direct country investments
- Exit flexibility: Easier to sell Singapore HoldCo than unwind multiple country entities
North America Expansion Structure
U.S./Canada Market Entry
Two approaches:
Option 1: Direct Subsidiary (Smaller Scale)
- Establish U.S. LLC or C-Corp as subsidiary of Vietnam parent
- Best for: Initial market testing, <$5M annual revenue
- Simpler structure but less tax-efficient
Option 2: Delaware C-Corp + Vietnam Operations (Larger Scale)
- Establish U.S. C-Corp as parent company
- Vietnam LLC becomes subsidiary
- Best for: Raising U.S. VC money, planning U.S. IPO
- More complex but investor-preferred
Timing: Most Vietnam fashion brands target SEA expansion before North America (cultural similarity, lower barriers, closer logistics). U.S. typically Year 3-5 objective after proving SEA scale.
Trade Agreements: EVFTA & CPTPP Benefits
Leveraging Trade Agreements
EVFTA (EU-Vietnam Free Trade Agreement)
Effective: August 2020
Benefits for fashion exports to EU:
- Elimination of 9.6% tariff on textile and garment exports (phased over 7 years)
- By 2027: tariff-free access to EU market for qualifying products
- Rules of Origin requirement: Significant processing must occur in Vietnam or EU
Opportunity: Vietnam-manufactured dresses can enter Germany, France, Italy duty-free (huge advantage vs. China imports)
CPTPP (Comprehensive and Progressive Trans-Pacific Partnership)
Vietnam joined: January 2019
Member countries: Australia, Brunei, Canada, Chile, Japan, Malaysia, Mexico, New Zealand, Peru, Singapore, Vietnam
Benefits:
- Reduced/eliminated tariffs on exports between member countries
- For fashion businesses: Exemption from Economic Needs Test for retail expansion
- Easier movement of business personnel
- Intellectual property protections
Rules of Origin: The Challenge
Rules of Origin Can Limit Trade Agreement Benefits
The issue: To qualify for preferential tariffs under EVFTA or CPTPP, products must meet "rules of origin" requirements.
For fashion:
- Typically requires fabric to be sourced from Vietnam or agreement member country
- If you import fabric from China, manufacture in Vietnam, and export to EU—may NOT qualify for duty-free treatment
- Complex rules vary by agreement and product category
Strategic consideration: To fully leverage EVFTA for EU exports, consider sourcing fabric from Vietnamese mills or EU suppliers. Adds complexity but unlocks tariff benefits.
Fashion E-Commerce Specifics Takeaway
Key insights for fashion entrepreneurs in Vietnam:
- ✅ Platforms: Start on TikTok Shop/Shopee but build owned e-commerce site by Year 1-2
- ✅ Regulations: Ensure products meet formaldehyde limits and have Vietnamese labels
- ✅ Retail: Physical stores require 5-8 month licensing—start online first
- ✅ Data: Own your customer relationships through owned site and Zalo integration
- ✅ Expansion: Plan Singapore holding structure for SEA scale
Manufacturing in Vietnam (vs. importing) sidesteps major complexity: no trading license needed, no import duties, and "Made in Vietnam" label unlocks trade agreement benefits for future exports.