Vietnam Market Entry Guide — Trading Company Setup for Foreign Investors

How to Set Up a Trading Company in Vietnam as a Foreign Investor

Vietnam is an attractive market for foreign investors seeking to import, export, distribute or sell goods. Many foreign companies want to set up a trading company in Vietnam to manage supply chains, sell products to Vietnamese customers, support distributors or expand into e-commerce and retail. However, setting up a foreign-invested trading company in Vietnam requires careful legal planning — trading activities may involve market access conditions, Business License, retail approval, product compliance, customs, tax, foreign exchange and e-commerce requirements.

Updated: 2026· By: First Counsel Law Firm· Topic: Doing Business in Vietnam

1. What is a trading company in Vietnam?

A trading company generally conducts activities related to goods, such as importing goods into Vietnam, exporting goods from Vietnam, buying and selling goods, wholesale distribution, retail distribution, acting as a distributor, selling through e-commerce channels, supplying products to business customers, selling products to end consumers, or managing product sourcing and commercial contracts.

For foreign investors, the exact scope of trading activity is important because different activities may trigger different licensing requirements. Import, export, wholesale, retail and e-commerce should be analyzed separately before incorporating a trading company.

2. Can foreign investors set up a trading company in Vietnam?

Yes, foreign investors may set up trading companies in Vietnam in many cases, subject to market access and licensing requirements. However, the investor should check whether the goods are permitted, whether foreign ownership is allowed, whether import/export and distribution rights are available, whether a Business License is required, whether a Retail Outlet License is required, whether product-specific compliance applies, whether e-commerce registration is required, and whether customs and tax issues arise.

A trading company should not be incorporated before the business model and licensing requirements are reviewed.

3. Common trading models for foreign investors

Model 1: Import & Wholesale

Import rights;
Wholesale distribution rights;
Business License;
Customs & product compliance;
Distribution contracts;
VAT and invoicing.

Model 2: Import & Retail

Business License;
Retail Outlet License;
Product compliance;
E-commerce compliance;
Consumer protection;
Return and warranty policy.

Model 3: Domestic Purchase & Resale

May still be considered distribution;
Should be reviewed for licensing;
Supplier contracts;
Invoicing and VAT;
Product compliance where applicable.

Model 4: Export Trading

Export rights;
Supplier contracts;
Customs and certificate of origin;
Quality control;
Logistics and Incoterms.

Model 5: Online Trading

E-commerce notification or registration;
Online terms and conditions;
Privacy policy and data protection;
Payment and delivery terms;
Product claims and advertising.

4. Step-by-step process to set up a trading company in Vietnam

Step 1

Define the trading model

Define the products, import/export plan, wholesale or retail model, online or offline sales, target customers, warehouse or store needs, product compliance requirements and expected transaction flow.

Step 2

Check market access and product restrictions

Check whether trading of the relevant goods is open to foreign investors and whether the goods are restricted, conditional or prohibited.

Step 3

Choose company structure

Most investors choose a limited liability company or joint stock company. 100% foreign ownership may be possible in many trading sectors, but this should be confirmed based on the product and trading activity.

Step 4

Apply for IRC if required

Foreign investors establishing a new trading company may need an Investment Registration Certificate. The project objectives should match the intended trading activities.

Step 5

Apply for ERC

After the investment registration step, the company obtains an Enterprise Registration Certificate and becomes a Vietnamese legal entity.

Step 6

Apply for Business License

A foreign-invested trading company may need a Business License for certain goods trading and distribution activities. The Business License scope should be aligned with the intended activities.

Step 7

Apply for Retail Outlet License if needed

If the company opens a physical store, showroom or other retail outlet, a Retail Outlet License may be required for each location.

Step 8

Complete product compliance

Before importing or selling products, check product-specific rules including declaration, notification, labeling, quality inspection and import permits as applicable.

Step 9

Prepare operational contracts

Prepare supplier contracts, distribution agreements, sales terms, warehouse contracts, logistics contracts and customer terms adapted to Vietnamese law and practice.

Step 10

Complete post-incorporation compliance

Set up tax, accounting, bank accounts, e-invoices, labor documents, data protection documents and e-commerce compliance where applicable.

5. Business License for foreign-invested trading companies

A Business License may be required for certain foreign-invested companies conducting trading, distribution, wholesale or retail activities. The application may involve review of business lines, investment project objectives, product list, business plan, financial capacity, distribution model, compliance history, market access conditions and investor capability.

Foreign investors should not assume that import/export or trading activities can start immediately after incorporation. A Business License may be required before goods can be traded or distributed.

6. Retail Outlet License

If the trading company sells directly to consumers at a physical location, it may need a Retail Outlet License. This may apply to a store, showroom, kiosk, retail counter, shop-in-shop, mall retail space or pop-up store. The company should review the proposed location before signing a lease to confirm suitability for retail licensing.

7. Product compliance for trading companies

Product compliance is a major issue for trading companies. Depending on the goods, the company may need product declaration, product notification, import permit, quality inspection, labeling compliance, Vietnamese sub-label, technical conformity declaration, advertising approval, warranty registration or safety certification.

Common regulated products include cosmetics, food, food supplements, medical devices, electronics, telecommunication devices, chemicals, toys, children’s products, personal care products, household goods and products subject to technical standards.

A trading company may have a Business License but still be unable to sell a specific product if product compliance is incomplete. Product compliance should be reviewed before importing or marketing any goods.

8. Import and customs issues

Foreign-invested trading companies should plan customs and import procedures. Key issues include HS code classification, import duty, VAT, certificate of origin, customs declaration, import restrictions, product inspection, labeling, logistics contracts, Incoterms and responsibility for customs clearance.

Wrong classification or incomplete product documents may delay customs clearance and affect the company’s ability to sell goods on time.

9. Distribution agreements

If the trading company appoints distributors or dealers, distribution agreements should be carefully drafted. Key clauses include territory, product scope, exclusivity, minimum purchase target, pricing and payment, delivery and acceptance, marketing obligations, product warranty, consumer complaints, compliance obligations, intellectual property, confidentiality, termination, post-termination stock handling and dispute resolution.

Foreign brands should also maintain control over trademark use, marketing materials and product claims.

10. E-commerce and online sales

Trading companies selling online should review e-commerce website notification, marketplace registration if applicable, terms of use, sales terms, privacy policy, customer consent, data processing, return and refund policy, delivery terms, payment terms, advertising and promotion compliance, and consumer protection requirements.

Online sales are not a legal shortcut to avoid trading or retail licensing.

11. Common mistakes by foreign investors setting up trading companies

Mistake 1Registering a company without checking Business License needs. The company may be established but unable to legally trade. Business License requirements should be identified before incorporation.

Mistake 2Using a broad product list. A broad product list may trigger additional questions and product compliance review. Product scope should be specific and accurate.

Mistake 3Ignoring retail licensing. Selling directly to consumers may require Retail Outlet License approval for each store location.

Mistake 4Importing products before compliance review. Goods may be held at customs or cannot be sold without completed product declaration or notification.

Mistake 5Using informal distributors. Distributor relationships should be properly documented with clear terms on territory, pricing, IP use, compliance and termination.

Mistake 6Selling online without e-commerce compliance. Websites, apps and online stores may require notification or registration and must comply with consumer protection and data protection requirements.

Mistake 7Not planning capital and working capital. Trading companies need enough capital for import, inventory, logistics, product compliance and marketing — not just the legal minimum.

Mistake 8Using foreign contract templates without Vietnam adaptation. Contracts should reflect Vietnamese law, tax, invoicing, delivery terms, dispute resolution and local enforcement practice.

12. Practical checklist before setting up a trading company in Vietnam

What products will be traded?
Are the products restricted or conditional?
Is 100% foreign ownership allowed for this trading activity?
Is an IRC required?
Is a Business License required?
Is a Retail Outlet License required for physical store?
Will the company import goods?
Will the company sell wholesale or retail?
Will the company sell online — e-commerce compliance reviewed?
Are product declarations or notifications required?
Are labels compliant with Vietnamese requirements?
What capital is reasonable for import, inventory and operating costs?
Is a warehouse or store needed — location reviewed?
Are distribution and supplier contracts prepared?
Are e-commerce and privacy documents prepared?

13. How First Counsel Law Firm can assist

First Counsel Law Firm supports foreign investors setting up trading companies in Vietnam.

Our services — trading company setup & compliance

Trading business model review
Foreign ownership and market access assessment
IRC and ERC application
Business License advice and application
Retail Outlet License advice
Product compliance review
Import/export legal advice
Distribution agreement drafting
E-commerce compliance review
Commercial contract review
Post-incorporation compliance
Legal retainer services for trading companies

14. Frequently Asked Questions

Can a foreign investor set up a trading company in Vietnam?

Yes, subject to market access, licensing and product compliance requirements. The business model, goods, trading activities and licensing needs should be reviewed before incorporation.

Can a foreign-owned trading company import goods in Vietnam?

In many cases yes, but import rights, product compliance requirements and customs procedures should be reviewed before importing goods. Some goods may require import permits or product notifications.

Can a foreign-owned company distribute goods in Vietnam?

Possibly, but distribution activities may require a Business License. The specific goods and distribution model should be reviewed before starting operations.

Can a foreign-owned trading company open a retail store in Vietnam?

Yes, but a Retail Outlet License may be required for each physical store location. The store location should also be reviewed before signing a lease.

Can a foreign-owned trading company sell online in Vietnam?

Yes, but e-commerce notification or registration, consumer protection, product compliance and personal data protection requirements should be reviewed. Online sales are not a legal shortcut to avoid trading or retail licensing.

Does a trading company in Vietnam need product registration?

It depends on the goods. Certain products such as cosmetics, food, food supplements, medical devices and electronics require declaration, notification, labeling compliance or quality inspection before they can be sold in Vietnam.

Planning to set up a trading company?

Setting up a trading company in Vietnam? Review licensing before you start.

Foreign investors should review ownership conditions, Business License requirements, product compliance, import-export rules, retail licensing and e-commerce obligations before incorporating or starting operations.

First Counsel Law Firm supports foreign investors with trading company setup, Business License applications, product compliance and distribution agreements in Vietnam.

Set Up a Trading Company in Vietnam → Check Trading License Requirements

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