Seller of Record: Service Definition

Overview

This document defines what LMC’s Seller of Record service contains, how we deliver it, what the client receives, and how it is priced. It is the source of truth for sales conversations, contract drafting, and delivery scope.

Seller of Record is legal infrastructure for brands with no Vietnamese entity. A Vietnamese nominee entity becomes the registered seller on your marketplace store, issues VAT invoices, and carries the tax and platform obligations that come with that position. Title to your goods never passes to that entity. The service opens a channel; it does not sell anything by itself, which is why it is only ever sold underneath an operating retainer.

What it is

Seller of Record answers one question: who is legally the seller. Shopee and TikTok Shop both require a verified Vietnamese business entity to hold a seller account, issue tax invoices, and answer for compliance. If you do not have one, that requirement is the whole barrier to entry, no matter how good your product or your operator is.

We provide:

• The registered seller. A Vietnamese nominee entity holds the seller account and the advertising account, issues VAT invoices to buyers, files monthly and annual tax returns, and is the platform’s counterparty for compliance.
• A consignment relationship. The nominee sells in its own name but for your account and benefit, and never acquires title. We build and maintain the documentation that evidences this characterisation.
• Ring-fenced money. A bank account dedicated to your project alone, plus a dedicated e-invoice series, so your record is separable and independently auditable.
• A single counterparty. You contract with LMC. LMC contracts separately with the nominee. LMC guarantees the nominee’s performance and remains liable for its acts and omissions as if they were LMC’s own.

Seller of Record is right for you if:

• You want to sell on Shopee or TikTok Shop and have no Vietnamese legal entity.
• You have an importer in Vietnam holding your product notification, but no one who can be the named seller.
• You have been offered an outright stock purchase by a distributor and would rather keep title, margin, and pricing control.

Why two bilateral contracts and not one tripartite contract

The arrangement runs as two separate bilateral relationships: your agreement with LMC, and LMC’s separate agreement with each nominee entity. No nominee is a party to your agreement, and you have no contractual relationship with any nominee.

Clients occasionally ask for a direct claim against the entity holding their money. It is worth understanding why the structure we offer is stronger, not weaker, for you:

• A nominee is a thin, single purpose vehicle whose only substantial asset is your project account. A direct claim against it is worth less than a claim against LMC, an operating company with real assets and revenue.
• You keep one counterparty however many brands or entities are involved, and you stay outside the affairs of any individual Vietnamese company.
• In exchange, you get six concrete protections: the nominee named in your Service Order by legal name, tax code and account number; a dedicated project account with a non-commingling undertaking; a dedicated VAT invoice series; LMC’s guarantee of the nominee; a step-in right if LMC materially defaults or becomes insolvent; and audit rights extending to the project account and the invoice series.

What it is not

This is a legal and compliance service. It is not import, and it is not distribution. These two boundaries account for nearly every scope dispute in arrangements of this kind, so read the Out of scope section before you engage.

Seller of Record is the wrong service if:

• You need someone to import your goods, clear customs, or hold your product notification. LMC never acts as importer of record. We introduce a partner; we do not take the role.
• You want someone to buy your stock and resell it. LMC does not hold inventory in any engagement, at any price.
• You already have a Vietnamese entity that can hold the seller account. Buy Managed Marketplace Operations alone.
• You want to rent the legal position and run the store yourself or through another agency. We do not sell it that way; see Price below.
• You have not decided whether to enter Vietnam at all. That is Market Research.

What we need from you

Four conditions decide whether the service is possible. Unlike our other services, these are not quality inputs that can be worked around. Any one of them missing and we decline the engagement. We check them before we quote, and the assessment is free.

We decline regardless of budget when any of these is missing. That is not caution about your business; it is the only responsible position when a company we control is the one carrying the exposure.

Process

Step 0 - Eligibility screen, before any quote

We assess the four conditions above and issue a written accept or decline. There is no charge, and a decline at this stage costs you nothing. We also check nominee capacity at this point, because it determines the setup fee.

Step 1 - Nominee designation and Service Order

The nominee for your project is selected against its actual state, judged case by case through three gates: free store slots on the target platform, current accounting load across its existing projects, and its tax and category standing.

Your Service Order names the entity with its legal name, tax code, and project account details. The nominee does not sign the Service Order. LMC is your counterparty and guarantees it. The Service Order annexes the entity upkeep fee schedule, the nominee’s step-in undertaking, and the handover procedure.

LMC may substitute a nominee on 15 business days’ written notice, without your consent, provided operations are not interrupted and the incoming entity meets the same standards. This is deliberate: the right to substitute is what keeps the structure resilient, and exercising it is an internal matter.

Step 2 - Financial ring-fencing

Before a single order is taken: the dedicated project bank account is opened with a non-commingling undertaking, the dedicated VAT e-invoice series is registered, and the consignment documentation set is built. That documentation is the defence against a tax authority recharacterising the arrangement as an outright purchase and resale.

Step 3 - Registration and go-live

Seller account registration, business verification, brand authorisation filing, advertising account setup. Folded into the build schedule where a store build is also purchased.

Step 4 - Operation, reconciliation, and settlement

Reconciliation is monthly. Revenue, platform fees, payment fees, 3PL costs, advertising, LMC fees, entity upkeep. Every deduction itemised, so you see your financial position every month.

Remittance is quarterly. The net balance accumulates and transfers once at each quarter end. Each international transfer between Vietnam and an overseas account carries bank charges at both ends, an FX spread, and 5 to 10 business days of outbound currency documentation. Four transfers a year rather than twelve saves real cost on both sides while the monthly statement keeps transparency unchanged.

Step 5 - Handover on exit

Seller account, advertising account, and buyer data transfer to you or to a party you nominate, on the timetable in the annexed procedure, at your cost, subject to the receiving party satisfying the platform’s own eligibility rules. Where a nominee was incorporated specifically for you, it must remain in existence until its final tax settlement closes.

Deliverables

What you receive:

• Eligibility assessment - written accept or decline against the four conditions, before any commitment.
• Service Order naming the nominee - legal name, tax code, project account details.
• Confirmation of the dedicated project account and its non-commingling undertaking.
• Confirmation of the dedicated VAT invoice series registered for your project.
• Monthly reconciliation statement - every deduction itemised, no aggregated lines.
• Tax filing records of the nominee relating to your project, on request.
• Audit rights over the project account and the invoice series, exercised through LMC.
• Consignment documentation set - the legal basis for title never passing to the nominee.
• Handover procedure annexed to your Service Order from day one, not negotiated at exit.

Price

Three layers, quoted separately so nothing is buried inside anything else.

NMV (Net Merchandise Value) means the aggregate value of orders successfully delivered, after deducting cancellations, returns, failed deliveries and buyer refunds, and before deducting platform commissions, payment fees, advertising and logistics costs. It is the sole basis for the commission.

This is added to your operating retainer

Seller of Record is never sold standalone. The combined figure is what you will pay:

Setup fees for the operating service, where it carries one, are additional and quoted on that service’s own page.

Why we do not sell it alone. A nominee’s account health is shared infrastructure across several clients. Renting out the legal position and letting an unrelated party operate the store means one policy penalty degrades every brand on that entity. There is no price at which that trade is worth making.

Where a new entity is required

The 15,000,000 VND setup fee assumes an existing nominee with a free store slot. Where no suitable slot exists, or your category requires separation into a clean entity, incorporation is quoted separately before you commit. Incorporating a Vietnamese company carries real cost and real lead time: formation, company seal, digital signature, corporate banking, and e-invoice registration.

Launch Starter Pack

The Launch Starter Pack waives commission during its three-month sprint. That waiver covers the 4% operating commission. The 3% Seller of Record commission runs from the first order.

The two are different costs. The operating commission pays for work we choose to bundle into a fixed price. The Seller of Record commission pays for a Vietnamese entity carrying your tax, invoicing and audit exposure, which begins the moment the first order is placed.

Setup and recurring fees also sit outside the pack price. For the first three months:

Plus 3% NMV. The Seller of Record term runs with the retainer, not with the sprint: at the end of three months you either continue into an operating retainer or trigger the handover procedure at your cost.

Advertising

The advertising account belongs to the nominee, not to you, so our standard model of the client paying the platform directly is not available in this structure. LMC and the nominee never advance advertising spend.

Instead, a prepaid ad fund is held inside your ring-fenced project account:

The fund is your money, booked as a customer advance rather than nominee revenue, reported separately from sales proceeds, and spent against the platform’s own billing statement at cost. We never mark up advertising, in this structure or any other.

Tax

Read this section before you sign. It is the most material commercial term in the arrangement.

The tax burden is yours. All Vietnamese VAT, corporate income tax, foreign contractor tax and any other tax, duty, levy, penalty or interest arising on revenue recognised through the nominee in respect of your goods is your economic burden, and amounts payable to us are grossed up accordingly.

You indemnify us without limitation. You indemnify LMC and any nominee against any tax assessment, reassessment, penalty, late-payment interest, professional advisory cost and litigation cost arising from or connected with your goods or this arrangement, including any recharacterisation of the consignment relationship by a Vietnamese tax authority. This indemnity is uncapped and sits outside the general liability cap.

We recommend you take independent Vietnamese tax advice on the consignment characterisation before signing. We are not your tax adviser and this page is not tax advice.

Entity upkeep and dissolution are billed per the schedule annexed to your Service Order. Dissolving a Vietnamese entity takes 6 to 12 months and the entity must remain in existence until its final tax settlement closes.

Governing law

Vietnamese law, excluding the CISG. Disputes go to arbitration at the Vietnam International Arbitration Centre (VIAC) in Ho Chi Minh City, one arbitrator, proceedings in English. This is standing LMC policy across all clients and is not a negotiable term.

The reasoning is practical rather than positional. LMC is a Vietnamese entity, the obligations are performed in Vietnam, and every asset that could satisfy an award is in Vietnam. The compliance questions in this arrangement, tax characterisation, labelling under Decree 43/2017, personal data under Decree 13/2023, and platform rules, are all questions of Vietnamese law. Vietnam is a party to the 1958 New York Convention, so a VIAC award is recognised and enforceable abroad.

All prices exclusive of VAT.

How it connects to the rest of LMC

Out of scope

• Importer of record. LMC and the nominee do not file customs declarations, do not hold product notifications for cosmetics, food, functional food or medical devices, and bear no responsibility for import documentation, tariff classification, or customs valuation. Those obligations rest with you or with the importer you appoint. Our role is limited to coordinating the flow of documents.
• Title to goods. The nominee never acquires ownership. No outright purchase, no goods on our balance sheet. Ownership passes from you directly to the end consumer at the moment of sale. This is a hard limit with no exception at any price.
• Standalone sale. The service is not available without an operating retainer.
• A tripartite contract. You have no contractual relationship with any nominee. Your sole recourse is against LMC.
• Disclosure of our entity structure. We do not provide a list of nominee entities. Your Service Order names the entity used for your project and nothing further.
• Commercial outcome guarantees. The service warrants a legal position and compliance with it. It does not warrant sales volume, GMV, NMV, search ranking, conversion rate, or return on advertising spend.
• Brands without written authorisation. Declined at eligibility screening, regardless of budget or prepayment.
• Cross-border operation. Vietnam domestic only. We do not operate foreign marketplaces or handle outbound goods flows.
• Prohibited and conditional categories. Prescription pharmaceuticals, unnotified functional food, class C and D medical devices, and any category requiring a sub-licence you do not hold.
• Working capital for inventory. The nominee does not fund your stock purchase. Advertising runs from your prepaid fund, never from LMC credit.
• Platforms other than Shopee and TikTok Shop. Lazada and other channels require separate scoping and approval.

How to engage

1. Book a 30-minute call - free. We walk the four eligibility conditions and check nominee capacity.
2. Receive the written eligibility assessment. Accept or decline, with reasons. A decline costs nothing.
3. Receive the scope of work and quote covering both the Seller of Record layer and the operating retainer it attaches to, as two visible lines.
4. Sign the agreement and the Service Order. The Service Order names the nominee and annexes the fee schedule, the step-in undertaking, and the handover procedure.
5. Ring-fencing and registration - project account, invoice series, consignment documentation, then seller account registration and go-live.
6. Operate - monthly reconciliation statements, quarterly remittance, and the handover procedure ready from day one.