Table of Contents

• What is a Trading Company in Vietnam?
• Purpose of Establishing a Trading Company
• Can a Trading Company in Vietnam Have 100% Foreign Ownership?
• Requirements to Establish a Trading Company in Vietnam
• Conditional Trading Business Sectors
• Common Trading Business Lines
• Step-by-Step Process to Establish a Trading Company
• Retailing Function for Trading Companies in Vietnam
• Product Registration for Sale in Vietnam
• FAQ: Establishing a Trading Company in Vietnam

What is a Trading Company in Vietnam?

A trading company is a business entity specializing in buying, selling, importing, and exporting goods, without directly manufacturing products. It acts as an intermediary between suppliers and customers, operating in fields like consumer goods, electronics, industrial equipment, and agricultural products.

Purpose of Establishing a Trading Company

Businesses establish trading companies in Vietnam mainly to:

• Import products into Vietnam for local distribution
• Export Vietnamese products to global markets
• Distribute goods via wholesale and retail channels
• Expand business operations across Southeast Asia

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

Yes.
Vietnam allows 100% foreign ownership of trading companies. However, foreign investors must comply with specific conditions, especially related to distribution rights and product categories. Certain sensitive sectors (e.g., pharmaceuticals, oil and gas) may have additional restrictions.

Trading companies operated by foreigners must obtain special approvals before engaging in wholesale and retail activities in Vietnam.

Requirements to Establish a Trading Company in Vietnam

Foreign investors must meet the following basic requirements:

1. Business Address

A registered business address is mandatory. You can use a virtual office at the registration stage. However, if the company engages in warehousing or retailing later, a physical address will be required.

2. Legal Representative

A Legal Representative is responsible for representing the company in legal matters.

• The Legal Representative must reside in Vietnam, meaning they must have a valid temporary or permanent residence permit and actually live in Vietnam.
  
• The Legal Representative can be a foreigner or a Vietnamese citizen.
  
• It’s advisable to appoint someone who is available in Vietnam to manage operational matters.
  

✅ Tip: Green NRJ offers nominee legal representative services if required.

3. Capital Contribution

• There is no official minimum capital required for general trading activities. However, if your company engages in distribution, wholesale, or retail activities, the capital contribution will be reviewed during the Business License application process. A minimum capital of USD 50,000 is commonly expected to demonstrate operational capacity.
• Capital must be injected within 90 days after receiving the Enterprise Registration Certificate (ERC).
  

4. Required Documents

• Investment project proposal
  
• Draft company charter
  
• Identity documents of investors and legal representative
• Proof of business address

Conditional Trading Business Sectors

Some trading activities fall under conditional sectors, requiring companies to meet additional regulatory requirements both before and during operations.

Examples of conditional trading sectors:

• Petroleum trading
  
• Trading and disposal of industrial explosives
  
• Coal trading
  
• Mineral trading
  
• Trading of inorganic fertilizers
  
• Alcohol trading
  
• E-commerce activities
  

Businesses must satisfy detailed licensing, facility, personnel, and environmental requirements for these sectors.

Common Trading Business Lines

Popular business lines investors often register (with corresponding codes) include:

Step-by-Step Process to Establish a Trading Company

The general process is as follows:

Step 1: Obtain the Investment Registration Certificate (IRC)

• Submit an investment project dossier to the Department of Planning and Investment (DPI).
  
• The authority will review and issue the IRC within about 15–20 working days.

Step 2: Obtain the Enterprise Registration Certificate (ERC/BRC)

• Register the company establishment with DPI.
  
• After approval, you will receive the ERC (or BRC) within about 5–7 working days.

Step 3: Make the Company’s Seal/Stamp

• Design and create the official company seal.
  
• No need to register the seal with authorities.
  

Step 4: Open the Company’s Bank Account

• Open a corporate bank account in Vietnam.
  
• The bank will require the IRC, BRC/ERC, company charter, and legal representative’s documents.

Step 5: Inject the Registered Capital

• Inject the committed capital into the company’s account within 90 days.
  

Step 6: Register Tax and E-invoice Accounts

• Register for tax identification at the local tax department.
• Set up an e-invoice system for future transactions according to Vietnam’s regulations.

Retailing Function for Trading Companies in Vietnam

Trading companies can operate both wholesale and retail activities in Vietnam.

• Wholesale: Foreign-invested trading companies are allowed to conduct wholesale activities without a separate license, provided the sales are B2B and not direct to consumers.
• Retail: Foreign-invested companies must obtain a Business License (under Decree 09/2018/NĐ-CP) before conducting retail activities. Even for the first retail outlet, a Retail Outlet License is required. However, the first store is typically exempt from the Economic Needs Test (ENT).
• Companies must also comply with the Law on Consumer Protection 2023, which includes regulations on product labeling, warranties, return/refund rights, and after-sales obligations.
• Tax compliance and proper invoice issuance are also mandatory for all retail operations.

Product Registration for Sale in Vietnam

Depending on the type of goods your trading company imports or distributes, you may need to register the products with Vietnamese authorities before selling them.

Here are some common categories that require product registration:

Key Points About Product Registration:

• Without proper registration, products cannot be legally imported, advertised, or sold in Vietnam.
  
• Each category has different dossiers and procedures.
  
• Some categories (like Class A medical devices, low-risk foods) only require self-declaration, while others require a full approval process.
  
• Registration certificates usually have a limited validity period (e.g., 5 years) and must be renewed before expiration.

✅ Green NRJ provides full services for product registration and import licensing to ensure your trading operations run smoothly and legally.

FAQ: Establishing a Trading Company in Vietnam

1. Can I use a virtual office for company registration?

Yes. A virtual office is acceptable for the registration process. A physical location may later be needed depending on operational needs.

2. How long does it take to establish a trading company?

The full process typically takes 6–8 weeks, depending on document preparation and approval speed.

3. Is a Vietnamese partner necessary?

No. You can own 100% of the trading company as a foreign investor.

4. What taxes will my trading company pay?

• Corporate Income Tax (CIT): 20%
  
• Value-Added Tax (VAT): Generally 10%
• Import/Export Duties: Applicable based on the type of goods traded

Ready to start your trading company in Vietnam?

👉 Contact Green NRJ for end-to-end support — from consulting to licensing and compliance.

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