A foreign-owned trading company in Vietnam needs a defined commercial model before it needs an application form. Buying goods for export, importing for wholesale, selling to consumers and operating a marketplace are different activities. They can lead to different market-access conditions, registrations and licences.
This guide is for overseas suppliers, distributors and brands planning a new Vietnamese company or buying into an existing distributor. Use it to prepare an activity map and document pack; the final filing list must match your goods, ownership and sales channels.
Start with the goods and the customer
Prepare a product list, with HS codes where available, and a diagram showing who buys, imports, owns, invoices and receives the goods. Identify whether the buyer is acquiring them for resale or for consumption. The actual transaction matters more than calling the business a “general trading company”.
- Export: specify which goods will be bought in Vietnam or otherwise lawfully sourced for export, and which entity is the exporter.
- Import and wholesale: identify the importer and the businesses buying goods for further distribution. Check product restrictions and specialised requirements separately.
- Retail: identify sales to end users, including sales through your own online channel. A website does not remove the need to classify the underlying sale.
- Retail premises: list every proposed shop, address, format and floor area. Permission to conduct retail and permission to establish an outlet are separate questions.
- Platform services: distinguish selling your own goods from operating an intermediary platform for other merchants.
Can the company be wholly foreign-owned?
A 100% foreign-owned structure may be available, but it is not an entitlement covering every product or related service. Review the investor’s nationality or place of incorporation, relevant treaty commitments, each proposed activity and any restricted goods. A company with several activities must address the conditions for each one.
Do not assume that appointing a Vietnamese director removes restrictions on foreign ownership. If an acquisition is preferable to a new company, review the target’s registered activities, investment documents, existing licences and premises before signing or transferring money. Our capital contribution and share acquisition service explains that separate route.
Which licences need a separate review?
Current framework: Decree 342/2026/ND-CP took effect on 18 October 2026 and replaced Decree 09/2018/ND-CP. An old checklist referring only to Decree 09 is not a sufficient basis for a new filing. Existing licences and pending matters also need a transition review.
Retail distribution is within the business-licensing framework; specified goods, related commercial services and platform models can bring additional requirements. Ordinary wholesale should not automatically be treated as retail. Goods-specific permissions remain relevant even where no separate trading business licence is required for the particular activity.
For physical outlets, review outlet licensing, the applicable economic needs test (ENT) position and any relevant treaty treatment for the proposed location and format. Do not treat a small floor area, a shopping-centre location or an existing company licence as an automatic exemption.
The new decree places the licensing competence at provincial People’s Committee level. Confirm the locally designated receiving and processing arrangements when filing, rather than assuming an older Department of Industry and Trade procedure still applies unchanged. See the official provincial explanation.
Prepare three document packs
The following is an initial preparation checklist, not a statement that every item is a mandatory attachment for every application. Current forms, available public-register data and local submission requirements must be checked before filing.
Investor and company information
- Passport or corporate registration documents, ownership chart, proposed shareholders or members, and authorised signatory details.
- Proposed company name, legal representative, registered office and contact information.
- Funding evidence, proposed charter and project capital, sources of funds and contribution schedule.
- For an existing company: ERC, IRC where applicable, current licences, ownership records and a description of the proposed change.
Goods and business model
- Product descriptions and HS codes where available; identify food, cosmetics, medical devices or other regulated products.
- Supplier and customer profiles; import, wholesale, retail and online transaction flows.
- Business and financial assumptions: purchases, stock, premises, staff, revenue and funding needs.
- Existing trading and tax information where relevant to the particular licence route.
Premises and supporting evidence
- Registered-office, warehouse and proposed shop documents, with each location’s intended use.
- Outlet plans, size and format; landlord documents and the evidence needed to assess lawful use.
- Foreign-document translation, certification or consular legalisation requirements, checked by document and applicable exemption.
Put the procedures in a workable order
- Confirm market access and goods: resolve ownership, product restrictions and the actual sales channels.
- Choose formation or acquisition: coordinate enterprise registration, investment registration where required and any transaction approval. Do not apply an unconditional “IRC always comes first” rule to a 2026 project.
- Complete the relevant licensing work: prepare a business-licence application, outlet application and product or channel procedures only where the model requires them.
- Check readiness before sales: review contracts, customs arrangements, invoices, labels and product compliance against the activities actually authorised.
The foreign-invested company formation page covers the company and project work in more detail. Company registration alone should not be treated as clearance to start every planned retail or regulated activity.
Plan time and fees by workstream
A company-registration milestone is different from being ready to import or open a shop. Allow separately for investor documents, translation, site verification, registration, licensing, authority queries and product work. Statutory processing periods begin under the conditions prescribed for the relevant procedure; they are not an end-to-end service promise.
Ask for a quotation identifying the activities, number of locations and products, applications, deliverables and exclusions. Translation, certification, authority charges, premises work and product testing should be identified separately where applicable. No single minimum investment figure or fixed all-inclusive price should be assumed from the label “trading company”.
What changes after approval?
Maintain an obligation list covering capital and funding records, accounting and tax, customs, product compliance, licence conditions and required reports. Review new goods, a new online model, additional outlets, relocation or ownership changes before implementation. Existing permissions should be read for their actual scope and transition treatment.
Discuss the proposed trading model
Send the investor’s home country, ownership plan, product list, customer type, intended channels and proposed locations. Duong Tri Law can discuss market-access review, document preparation and procedural assistance within an agreed engagement. Product testing, premises works, logistics operations and other professional services require their own agreed scope.
Explore licensing support or review distribution and supply contracts.
Legal sources and reading notes
- Decree 342/2026/ND-CP: official text and effective date.
- Law on Investment 143/2025/QH15 and Decree 96/2026/ND-CP.
- Related Vietnamese trading-company article. Its legacy references should be read against the new decree.
This is a planning guide, reviewed against the sources listed above as at 22 October 2026. The filing route and final document list must be confirmed against the project and rules applicable at submission.