How to Start a Wholesale and Retail Business in Vietnam

At the end of 2025, Vietnam's wholesale and retail sector hit USD 270 billion, making it one of Southeast Asia's fastest-growing consumer markets. With nearly 100 million consumers and a rapidly developing distribution network, the country is a key destination for international brands and distributors today.

This guide covers what you need to set up a wholesale or retail business in Vietnam as a foreign investor. We’ll discuss the current licensing framework, registration process, import rules, and product registration requirements.

Understanding the Wholesale and Retail Licensing Framework in Vietnam

Before you can start trading in Vietnam, you need to decide how your business will operate. Foreign investors have two options, and the one you choose, or combination of the two, determines which licenses apply, how long your setup takes, and what you can legally sell.

• Wholesale (B2B): Your company imports goods and sells them to local distributors, supermarkets, or factories. Activities typically cover importing goods, distributing products to other businesses, B2B sales, and warehousing and distribution. For foreign investors, wholesale licensing is generally the more straightforward path.
• Retail (B2C): You sell directly to individual consumers, whether through your own physical storefronts, a standalone e-commerce website, or digital shopping platforms. Activities include operating physical stores, showrooms, and supermarkets, as well as online direct-to-consumer sales. Retail businesses may require additional approvals, particularly when opening physical outlets.

Most foreign investors entering Vietnam operate under a hybrid model that combines both. Consider an international cosmetics brand supplying bulk shipments to retailers like Guardian and Watsons. The same brand might also run its own flagship store in Ho Chi Minh City and sell directly to consumers through Shopee or a localized website.

Can Foreigners Fully Own a Wholesale or Retail Company in Vietnam?

Under Vietnam's WTO commitments, foreign investors can establish a 100% foreign-owned company for wholesale and retail activities in Vietnam. Retail operations carry stricter licensing requirements at the outlet level, but product-specific approvals apply to both models, depending on what you sell. This includes:

• Product registration with the relevant Vietnamese ministry (mandatory for food, beverages, cosmetics, health supplements, and medical devices)
• Import licenses for regulated goods
• Technical standards compliance for applicable product categories

The approval process also differs across wholesale activities, retail store operations, and e-commerce businesses. We delve into these in the sections below.

Key Requirements to Set up a Wholesale and Retail Business in Vietnam

Operating a wholesale and retail business in Vietnam as a Foreign-Invested Enterprise (FIE) requires meeting a strict set of regulatory criteria. Before your company can import, stock, or distribute goods locally, you must satisfy these foundational requirements.

1. Have a Legal Entity in Vietnam

Recent changes to the Investment Law in Vietnam have made it significantly easier to set up a company. From March 2026, foreign investors can establish a legal entity and receive an Enterprise Registration Certificate (ERC) before obtaining an Investment Registration Certificate (IRC). This removes a step that previously added weeks to the process.

Foreign investors can choose from several structures, including a Joint Stock Company (JSC) or a Branch Office. For wholesale and retail operations, we recommend setting up a Limited Liability Company (LLC), which lets you run your entire supply chain under one corporate umbrella.

You can manufacture or package your goods locally, import raw materials, and sell to both businesses and consumers without needing multiple entities. This lowers your administrative overhead and simplifies your local tax compliance.

2. Secure a Business License

A Business License is a mandatory approval for any foreign-invested enterprise engaged in trading activities in Vietnam. It is issued by the provincial Department of Industry and Trade (DOIT) and must be secured before your company can legally conduct distribution, wholesale, or retail operations.

For foreign-invested trading and retail companies, a Business License is commonly required for:

• Distribution rights
• Wholesale rights
• Retail activities
• Import and export activities

This is one of the most important approvals in the setup process. However, to obtain a Business License, you must have an Investment Registration Certificate (IRC). We have outlined how to obtain an IRC below. 

3. Register for Distribution Rights

Foreign-invested enterprises in Vietnam must register their business activities under two classification systems:

• The Vietnam Standard Industrial Classification (VSIC) is the domestic system that applies to all Vietnamese companies, including FIEs. Issued under Decision No. 36/2025/QĐ-TTg and effective 15 November 2025, VSIC requires you to select 4-digit codes that match your actual business operations. These codes are filed in your enterprise registration dossier and published on the National Business Registration Portal.
• The Central Product Classification (CPC) is the WTO-based system that applies specifically to foreign investors. CPC codes appear on your Investment Registration Certificate (IRC) and verify that your investment activities align with Vietnam's market access commitments under the WTO.

For a wholesale and retail business, your scope will generally include:

• Wholesale activities: VSIC codes under Section G, Division 46 (Wholesale Trade), and CPC 622 (Wholesale Trade Services).
• Retail activities: VSIC codes under Section G, Division 47 (Retail Trade), and CPC 631 + 632 (Retailing Services).

The specific 4-digit VSIC codes within Divisions 46 and 47 depend on the products you sell. If you plan to operate a hybrid wholesale and retail business, both VSIC and CPC codes must be registered from the start.

4. Economic Needs Test (ENT) for Additional Retail Outlets

The ENT applies to foreign-invested enterprises expanding their retail presence. Your first outlet only requires a standard store establishment license. From the second outlet onward, authorities assess whether the new location is commercially justified before granting approval. Opening additional stores may require an ENT, depending on:

• Store size
• Location
• Product type
• Existing market conditions

The provincial People's Committee reviews each application against local economic factors. This includes market stability, existing retail density, and the projected socio-economic impact of the new outlet.

5. Verify Your Product Classification

Your product category directly dictates your setup timeline. It determines whether you can launch commercial operations immediately after receiving your ERC, or whether you need to factor an additional 1 to 3 months into your schedule for product registration and ministerial approvals.

• Standard Unrestricted Products: Most general consumer goods such as clothing, footwear, home furniture, consumer electronics, toys, stationery, and sporting goods. Wholesaling these products B2B does not require pre-market product registration.
• Regulated Products: Categories that require product registration with the relevant Vietnamese ministry before importation or sale. These include packaged food and beverages, cosmetics, health supplements and functional foods, medical devices, and pharmaceuticals.
• Restricted and Prohibited Products: Foreign-invested enterprises are barred from distributing cigarettes, cigars, books, newspapers, magazines, recorded video media, precious metals and stones, pharmaceuticals, explosives, processed oil and crude oil, rice, and cane or beet sugar.

5. Secure a Compliant Business Address

To register a trading entity, you must secure a legal physical address. Virtual offices are not accepted for trading businesses. You will need to provide the following:

• A certified copy of the landlord's Land Use Rights Certificate (LURC)
• A signed commercial lease agreement (for wholesale and retail operations)
• Store location approvals (for retail operations)
• Fire safety compliance certificates (for retail operations)
• Zoning compatibility confirmation (for retail operations)

Emerhub's local team in Vietnam can verify your eligibility, confirm which licenses apply to your business model, and map out the establishment process correctly before you commit.

How to Register a Wholesale and Retail Business in Vietnam: Step-by-Step Process

As mentioned earlier, under the new Investment Law, you can now establish your company first without waiting for prior investment approval from the Department of Planning and Investment (DPI). Emerhub can act as your compliance partner and manage the following steps on your behalf.

Step 1: Apply for Your Enterprise Registration Certificate (ERC)

The ERC is your official certificate of incorporation. It gives your company legal standing in Vietnam and is issued by the provincial Business Registration Office (BRO) under the DPI.

Processing generally takes three working days from the date the BRO receives a complete dossier. If any documents need correction, the authority issues a written request for supplementation within the same window. Emerhub prepares and handles the full application on your behalf, including:

• A completed ERC application form covering your company type, business lines, charter capital, legal representative, and registered address.
• A draft company charter signed by the owner or partners, outlining the organisational structure and rights of members or shareholders.
• A list of company members for multi-member LLCs, or founding shareholders for Joint Stock Companies.
• Notarized copies of the passport or ID for all individual investors and designated legal representatives.
• Legalized corporate credentials of the parent company if the investor is an organization, including its Certificate of Incorporation.
• A certified copy of your office lease agreement and the landlord's Land Use Rights Certificate to verify your registered address.

With your ERC in hand, you can begin core operations. This includes activating your tax code, engraving your company seal, signing commercial agreements under your company name, and onboarding local and foreign staff. 

Step 2: Capital Account Setup and Charter Capital Injection

The next priority is to establish your financial channels. Two bank accounts are required: 

• A standard corporate account in Vietnamese dong for operational expenses
• A Direct Investment Capital Account (DICA) to receive the foreign capital contribution. 

Under Circular 06/2019/TT-NHNN, all charter capital transferred from abroad must flow through the DICA. The registered charter capital must be fully deposited within 90 days of ERC issuance. Delays beyond this window will trigger compliance audits and financial penalties.

Emerhub coordinates with your chosen bank to open both accounts and keeps the timeline on track within the 90-day window.

Step 3: Tax Registration and E-Invoice Activation 

After obtaining an ERC, we will process your initial tax registration. This way, you can sign commercial contracts, issue invoices, or book deductible expenses. This step typically runs in parallel with your capital injection. Emerhub handles the full activation process as part of our incorporation package:

• Business License Tax: Newly established companies are fully exempt for their first calendar year of operation. However, you must still submit the registration declaration to the tax authority by January 30 of the year following your establishment.
• VAT registration: Foreign-invested enterprises typically register under the credit method, which allows VAT input deductions on local purchases and imports. Incorrect or late registration can disqualify your company from input VAT credits in the early months.
• E-invoice registration: All Vietnamese companies must issue electronic invoices under Decree 123/2020/ND-CP and Circular 78/2021/TT-BTC. You must register with the GDT and obtain authorization to issue e-invoices before any commercial transaction.
• Chief Accountant Appointment: The role is legally required under the Law on Accounting 2015 before commencing operations. They are responsible for tax filings, financial reporting, and compliance with Vietnamese accounting standards.

Step 4: Obtain Your Investment Registration Certificate (IRC)

The IRC is the government's formal approval of your operation as a registered foreign investment in Vietnam. For wholesale and retail companies, it confirms your legal right to trade under the CPC codes registered in your ERC. 

The application is handled by the provincial Investment Registration Authority and typically takes one to three months, depending on your readiness. Emerhub files the IRC in parallel with your post-ERC compliance work to keep your timeline on track.

Compliance Note: If your company operates purely as a B2B wholesaler dealing in unrestricted goods, the IRC is your final milestone. You can begin trading as soon as it is issued. Retail businesses, however, should expect an additional four to eight weeks to complete the Business License process detailed below.

Step 5: Obtain Business Licenses to Fully Operate

If your business model extends beyond standard B2B wholesale trade, additional specialized approvals are mandatory before commercial operations can begin. This may stretch your time-to-market by several months, depending on your sector and overall readiness:

• Retail Trading License (Business License): If you sell directly to end consumers, you must secure a retail Business License from DOIT under before making any retail sales.
• Retail Outlet Establishment License: If you operate a physical store, each outlet requires its own location permit. Stores measuring 500m² or larger may trigger an Economic Needs Test (ENT), although CPTPP, EVFTA, and UKVFTA investors are exempt under their respective treaty frameworks.
• Import and Product Registrations: For regulated consumer products such as cosmetics, food, dietary supplements, and medical devices, you must obtain specialised product notifications and safety clearances before importing.
• E-Commerce Licenses: If you sell products online, notify the Ministry of Industry and Trade. Foreign-owned companies may operate online stores, marketplace platforms, social commerce channels, and cross-border e-commerce platforms. If your model includes a platform where third-party sellers trade, you must also secure an E-Commerce Service Provision License. Additional notifications and registration may also apply.

Emerhub manages the full licensing process, from Business License filings to e-commerce registrations and product notifications, ensuring your operations launch on schedule.

How to Import Products for Your Wholesale or Retail Business in Vietnam

Once your local entity is registered, your IRC and ERC give you the legal right to import goods, provided import activities are listed in your business scope. At customs clearance, your shipment is processed under one of two regimes, depending on what you ship:

• Standard goods: Cleared through a standard customs declaration via the National Single Window (NSW) portal. No separate import permit is required.
• Regulated goods: Require pre-market approval with the relevant Vietnamese ministry before they can be imported. Procedure varies by product, from notifications and self-declarations to full registrations. Approval timelines run from two weeks to several months, depending on the product category.

Read our guide to Securing an Import License in Vietnam for the full process and product-specific regulations.

Do You Need a Local Company in Vietnam to Import?

Your business model determines whether you need a fully registered local entity or whether you can begin under a partner arrangement to start moving goods. A registered Vietnamese entity is generally required if you plan to: 

• Distribute goods long-term
• Issue VAT invoices to local customers
• Handle your own customs clearance and tax filings
• Build permanent in-country supply chain operations.

However, you don’t need to wait for a full company setup if you are:

• Testing the market with initial shipments
• Shipping for trade shows or pilot programs
• Running ahead of your incorporation timeline. 

In these cases, an Importer of Record (IOR) is the practical path. Emerhub's Importer of Record service acts as your licensed consignee in Vietnam. Our team handles customs clearance, duties, taxes, and last-mile logistics, so you can begin distribution right away.

Common Challenges Foreign Investors Face

The licensing process in Vietnam is sequential, and that's where most foreign investors lose time. A step filed too early, a scope drafted too narrowly, or a shipment dispatched before ministry approval can all stall your launch by weeks. Our experts find that foreign businesses commonly underestimate:

• How narrowly business scopes must be drafted at the ERC stage.
• Pre-market labeling and customs documentation for regulated goods.
• The sequencing of obtaining the IRC and business licenses.
• ENT assessment timelines when planning retail expansion beyond the first outlet.

These would bring about costly issues that would have otherwise been avoidable with proper planning:

• Incorrect VSIC and CPC codes that require ERC or IRC amendments before operations can begin.
• Products held or rejected at customs due to non-compliant Vietnamese labeling.
• Incomplete import permits for regulated categories discovered only after shipments are en route.
• Timelines and launches delayed by months due to incomplete registration documents for business licenses.

Streamline Your Wholesale and Retail Operations in Vietnam with Emerhub

Vietnam's wholesale, retail, and e-commerce sectors remain one of Southeast Asia's stronger draws for international brands and distributors. However, foreign-owned retail and trading businesses require careful planning regarding:

• Business licensing
• Product compliance
• Import procedures
• Retail outlet approvals
• Tax and operational structuring

Working with experienced local legal and regulatory advisors is the most effective way to keep your market entry on track.

Talk to our consultants about your wholesale or retail plans in Vietnam today. We will map out the licensing path that best aligns with your business model and timeline.