Start a Trading Company in Vietnam with Confidence (2025)

If you want to start a trading company in Vietnam as a foreign investor, understanding the legal framework, licensing requirements, and investment procedures is essential. Vietnam continues to attract global businesses thanks to its strategic location, competitive logistics costs, and expanding network of free trade agreements (FTAs). This guide provides a complete overview of how a foreign-owned trading company works in Vietnam, what licenses you need, which product categories are restricted, how much capital to declare, and the step-by-step process to register your business. Whether your goal is importing goods, exporting Vietnamese products, or operating wholesale and retail distribution channels, this article will help you navigate Vietnam’s regulations with clarity and confidence.

What is a Foreign-Owned Trading Company in Vietnam?

A trading company is a type of business that specializes in the buying, selling, import, and export of goods without engaging in direct manufacturing. These companies serve as intermediaries between producers and end customers, helping to distribute products efficiently across domestic and international markets. Trading companies typically operate in a wide range of sectors, including consumer goods, electronics, industrial machinery, raw materials, and agricultural products.

Can a Trading Company in Vietnam Have 100% Foreign Ownership?

If you want to start a trading company in Vietnam with 100% foreign ownership, you will be pleased to know that this is allowed under Vietnamese law. Foreign investors are permitted to establish trading companies in Vietnam with full foreign ownership, provided they comply with Vietnam’s investment regulations and international commitments under the WTO and various free trade agreements.

Under Vietnamese law, foreign-invested trading companies that start business operations in Vietnam are allowed to engage in activities such as importing, exporting, and distributing goods. However, investors should be aware of specific conditions and restrictions that apply when establishing a trading company in Vietnam.

Restrictions on Certain Product Categories

Although Vietnam has opened many sectors to foreign investment, not all product categories are freely accessible to foreign-owned trading companies. Some goods are subject to restrictions, special conditions, or licensing requirements, due to their sensitive nature, impact on national security, or strategic importance.

• Pharmaceuticals: Foreign trading companies are not allowed to engage in the wholesale or retail distribution of pharmaceutical products. Only Vietnamese entities licensed for pharmaceutical business may distribute medicines.

• Oil, Gas, and Petroleum Products: The importation, exportation, and trading of petroleum products are tightly controlled by the Vietnamese government. These sectors often require special permits and are typically reserved for state-owned enterprises or require a joint venture structure with local partners.

• Printed materials and publications: Trading printed media, including books, newspapers, and magazines, involves content censorship and compliance with cultural and information security regulations. Foreign companies must obtain specialized permits from the Ministry of Information and Communications before engaging in such business.

• Explosives and military equipment: These are strictly prohibited for foreign investment due to national defense concerns. The manufacturing, import, and trading of such products are reserved for government-authorized organizations only.

Requirements to Establish a Foreign-Owned Trading Company in Vietnam

Foreign investors looking to establish a trading company in Vietnam must meet specific legal and procedural requirements. These conditions are outlined under the Law on Investment and the Law on Enterprises of Vietnam, and are enforced by the Department of Finance (DOF) and other relevant authorities. Understanding these requirements is essential for both 100% foreign-owned companies and joint ventures.

A registered business address is a mandatory requirement for company registration in Vietnam. At the registration stage, foreign investors may use a virtual office or shared office space, particularly for holding companies or businesses that do not immediately require physical premises. However, if the company plans to engage in warehousing, logistics, or retail operations, a physical office or warehouse that complies with zoning laws will be required before applying for certain sub-licenses, such as a retail outlet license.

Every company must appoint at least one Legal Representative, who is responsible for legally representing the company in Vietnam, signing contracts, and interacting with local authorities. The Legal Representative must reside in Vietnam, either as a Vietnamese citizen or as a foreign national holding a valid Temporary or Permanent Residence Card. It is highly recommended that the appointed Legal Representative be physically present in Vietnam to manage operations and address urgent legal or compliance matters.

Regarding capital contribution, Vietnam does not impose a fixed minimum capital requirement for setting up a trading company. However, foreign investors should propose a realistic charter capital amount that aligns with the company’s intended business scope, particularly if it involves importing and exporting goods, wholesale and distribution activities, or retail sales and e-commerce operations. The recommended capital range is USD 10,000–50,000. While there is no legal minimum, declaring at least this amount helps demonstrate financial capacity to the licensing authorities, cover initial operating expenses (including office rental, staff salaries, logistics, and licensing fees), and increase the likelihood of approval for the business license required for wholesale and retail activities. Authorities will also assess whether the declared capital is sufficient based on the product category, scale of operations, and whether the company plans to engage in retail, which typically requires higher capital.

Common Trading Business Lines

When establishing a foreign-invested trading company in Vietnam, investors are required to register specific business lines in accordance with the new Vietnam Standard Industrial Classification (VSIC 2025), issued under Decision No. 36/2025/QĐ-TTg on September 29, 2025. These business lines ensure that the company operates legally within its intended scope. Among the most commonly registered trading business lines for foreign investors are those related to import-export activities, wholesale distribution, and retail operations, which cover a wide range of product categories and commercial services.

Step-by-Step Process to Establish a Trading Company

Setting up a trading company in Vietnam as a foreign investor involves several legal steps regulated by the Law on Investment and Enterprise Law. Below is a comprehensive and guide to the procedure for establishing a trading company in Vietnam:

Step 1: Apply for the Investment Registration Certificate (IRC) and Enterprise Registration Certificate (ERC/BRC)

To establish a foreign-invested trading company in Vietnam, investors must complete a combined process of investment registration and company registration. First, investors submit an investment project dossier to the Investment Registration Division (under the Department of Finance – DOF) of the province or city where the company will be located. This dossier serves as the basis for obtaining both the Investment Registration Certificate (IRC) and, subsequently, the Enterprise Registration Certificate (ERC), also known as the Business Registration Certificate (BRC).

Required documents include:

• Investment Project Proposal (Investment Application Dossier)

• Draft Company Charter (Articles of Association)

• Valid passports or ID cards of all foreign investors and the Legal Representative

• Declaration of Ultimate Beneficial Owner (UBO) – mandatory for anti-money laundering compliance

• Proof of Financial Capacity (e.g., bank account statements or audited financial reports)

• Proof of registered business address (e.g., lease agreement or property ownership certificate)

• Additional documents may be required depending on the business scope, product categories, and number of investors.

The processing timeline for establishing a trading company in Vietnam is relatively straightforward. The IRC typically takes approximately 15–20 working days after submission to be issued. Once the IRC is granted, the company can proceed to register for the ERC, which usually takes around 5–7 working days to process.

Step 2: Create the Company’s Official Seal (Stamp)

After receiving the Enterprise Registration Certificate (ERC), the company should design and produce its official legal seal or stamp, which can be circular or square and must include the company name and registration number. There is no longer a requirement to register the seal with the police or any other authority.

Step 3: Open a Corporate Bank Account in Vietnam

The company must open a corporate bank account in Vietnam, which is mandatory for capital contributions and daily business transactions. Required documents typically include the IRC, ERC, company charter, and the legal representative’s passport or residence card. Investors can choose between local or international banks operating in Vietnam, such as Vietcombank, Techcombank,…

Step 4: Inject the Registered Capital

The investor must inject the registered capital into the company’s capital account within 90 days from the date of ERC issuance. The capital should be transferred from the investor’s overseas account into the company’s foreign direct investment (FDI) account in Vietnam.

Step 5: Register Tax and E-invoice Accounts

To become fully operational, the company must also register tax and e-invoice accounts, including obtaining a tax code from the local tax department and enrolling in the electronic invoicing system in compliance with Vietnam’s regulations. The company should appoint a licensed accounting service provider or in-house accountant to ensure ongoing compliance with financial and tax obligations.

Retailing Function for Trading Companies in Vietnam

Foreign investors establishing a trading company in Vietnam can engage in both wholesale and retail activities, although retail operations, defined as direct sales to end consumers (B2C), are subject to stricter licensing requirements under Vietnamese law. Wholesale trading is permitted without a separate license, provided it is limited to B2B transactions—selling goods to other businesses, distributors, or commercial users—and that the registered business lines under the company’s Enterprise Registration Certificate (ERC) and Investment Registration Certificate (IRC) cover these activities. Additionally, wholesale products must not belong to restricted or conditional categories, such as pharmaceuticals or petroleum. In contrast, retail activities require both a retail license and a retail outlet license. The retail license, issued by the Department of Industry and Trade (DOIT) under Decree No. 09/2018/NĐ-CP, is mandatory for all retail and distribution operations, whether physical or online. A separate retail outlet license is required for each physical store, with the first outlet typically exempt from the Economic Needs Test (ENT), while the ENT applies to subsequent outlets, assessing market saturation, the impact on local retailers, and population and infrastructure factors.

Product Registration for Sale in Vietnam

When a foreign-invested trading company imports or distributes goods in Vietnam, product registration with the relevant Vietnamese authorities is often mandatory to ensure legal compliance. The specific requirements depend on the type of product and its regulatory classification.

Common Product Categories Requiring Registration in Vietnam

Conclusion

Starting a foreign-owned trading company in Vietnam can be highly profitable, but success requires understanding the legal framework, registration procedures, and licensing requirements. To start a trading company in Vietnam legally, investors must secure the Investment Registration Certificate, the Enterprise Registration Certificate, and the appropriate business license. With the right guidance, navigating Vietnam’s import-export regulations becomes much simpler and more efficient.

Take the next step confidently — contact Green NRJ for comprehensive support, from consulting and licensing to full compliance services, and turn your business idea into reality in Vietnam.