Vietnam's Law on E-Commerce (Law No. 122/2025/QH15), passed by the National Assembly on December 10, 2025 and effective July 1, 2026, creates a dedicated regulatory category for "social network platforms engaging in e-commerce activities" — the TikTok Shop model of livestream sales and in-app checkout. Foreign platforms above a transaction threshold must register, verify livestream sellers' identities, monitor broadcasts in real time, retain audio-visual records for at least a year, and either establish a local subsidiary or appoint a locally accountable representative. What the law does not do is force platforms to spin off their commerce features into a separate corporate entity.
That omission is deliberate, and it puts Vietnam in direct contrast with Indonesia, whose Trade Ministry Regulation 31/2023 barred "social commerce" apps from processing payments or completing transactions at all, restricting them to advertising — Article 21(3) of that regulation is explicit that social platforms may only promote goods, not sell them. TikTok Shop Indonesia went dark within days of the rule taking effect in October 2023.
The case for Indonesia's approach, fairly stated
Indonesia's Trade Minister argued the separation protected small merchants from a platform that controlled both the algorithm steering attention and the checkout capturing the sale — a vertically integrated advantage no independent seller or rival marketplace could match — while limiting the platform's ability to fold browsing and purchase data into one profile. That is a real competition and privacy concern, not a manufactured one, and it deserves to be argued on its merits rather than dismissed as protectionism.
But the separation didn't separate anything
The test of a structural remedy is whether it actually decouples the thing regulators are worried about. Indonesia's didn't. Two months after the shutdown, in December 2023, TikTok announced a $1.5 billion investment to acquire 75.01% of Tokopedia — Indonesia's largest homegrown marketplace — paying GoTo $840 million and folding TikTok Shop's commerce operations into the newly controlled entity. The social feed and the marketplace are today owned by the same controlling shareholder; the law simply required TikTok to buy the transaction layer instead of building it in-house. For a company with billions in capital, that's a compliance cost, not a structural constraint. A smaller platform without TikTok's balance sheet would have simply lost the commerce feature outright — which is the uncomfortable asymmetry structural bans tend to produce: they're most survivable for exactly the incumbents regulators are trying to check.
Vietnam's law targets the actual points of consumer harm — unverified livestream sellers, unmoderated real-time sales pitches, no accountable local party when a transaction goes wrong — without pretending that a change in corporate structure fixes any of that on its own. A verified seller ID and a locally liable representative address a scam livestream whether the app is a "pure" marketplace or a hybrid social-commerce app; forcing a spinoff does not.
India already has a structural separation — for a different reason
India's comparison point isn't Indonesia's 2023 rule; it's Press Note 2 (2018 Series), in force since February 2019, which bars foreign-funded e-commerce marketplaces from owning inventory, from influencing the sale price of goods on their own platform, and from letting any one vendor or its affiliate account for more than 25% of a marketplace's sales — a cap meant to stop platforms from informally running their own inventory business through a captive seller. The Department-Related Parliamentary Standing Committee's review of this framework, summarized by PRS Legislative Research, went further, recommending marketplace entities be barred outright from selling goods they own or control and from any direct relationship with sellers on their platform. Press Note 3 (2026 Series), issued July 23, 2026, opened a narrow exception allowing foreign-funded inventory ownership solely for exporting India-made goods — explicitly preserving the domestic ban, which "remains firmly in place" for consumer-facing B2C transactions.
So India's separation is older, and in some ways stricter, than Indonesia's ever was. But it was built to police foreign capital's leverage over Indian retail, not to police livestream selling, algorithmic self-preferencing, or data portability between a social feed and a checkout flow — the specific harms Vietnam's new law is aimed at. TikTok itself has been unavailable in India since MeitY's June 2020 order under Section 69A of the IT Act, so the TikTok Shop dynamic doesn't play out here directly — but Instagram Reels, YouTube Shopping, and homegrown apps running the identical livestream-to-cart flow do, and none of them sit inside Press Note 2's ownership test because most aren't foreign-funded marketplaces selling inventory. The Central Consumer Protection Authority's June 2025 dark-patterns advisory is the closest India has come to touching this gap, and it's a self-audit advisory, not a livestream-specific verification and monitoring regime.
The proportionate template is sitting in Hanoi, not Jakarta
If India's regulators eventually decide livestream commerce needs its own rulebook — and the growth of the format makes that plausible — Vietnam's law is the better model to study than either Indonesia's ban or India's own FDI-based separation. It regulates the conduct that actually produces consumer harm: seller verification, real-time content accountability, data retention, a locally liable party to answer complaints. It does that without asking whether the seller sits inside a social app or a standalone marketplace, and without handing the best-capitalized platform a straightforward way to buy back the thing the rule was meant to prevent. Structural remedies look decisive on the day they're announced; conduct-based accountability is what still works two years later.