Vietnam remains one of Southeast Asia’s most attractive entry points for import-export and distribution businesses — but “trading company” is a broader label than most first-time investors realize. Whether you’re importing finished goods for wholesale, exporting Vietnamese-made products, or planning retail distribution to local consumers, the licensing path you take determines your timeline, your capital exposure, and how exposed you are to a compliance review later.

This guide walks through what actually changes when you set up a trading company in Vietnam under the current legal framework, and where founders most often trip up

What Counts as a “Trading Company” in Vietnam

Vietnamese law doesn’t use “trading company” as a formal legal category. In practice, it covers any foreign-invested enterprise (FIE) whose core activity is buying and selling goods rather than manufacturing or providing services — commonly split into three activity types with very different licensing consequences:

• Export rights — purchasing goods in Vietnam to export abroad
• Import rights — bringing goods into Vietnam for sale to traders who already hold distribution rights
• Distribution rights — wholesale or retail sale of goods directly to businesses or consumers within Vietnam

Pure wholesale or B2B trading generally needs less licensing than retail distribution to end consumers. That distinction is the single biggest factor in how long your setup takes and what it costs — and it’s the detail competitor content most often glosses over.

The Core Incorporation Process: IRC and ERC

Every foreign-invested trading company still needs the same two foundational documents:

1. Investment Registration Certificate (IRC) — approves your investment project, capital, location, objectives, and registered business lines
2. Enterprise Registration Certificate (ERC) — legally incorporates the company and issues its tax code

Under the Law on Enterprises 2020, this can be structured as a single-member LLC, multi-member LLC, or joint-stock company (JSC), depending on your ownership structure and future fundraising plans.

What changed in 2026: the Law on Investment 2025 (No. 143/2025/QH15), effective March 1, 2026, introduced an optional “ERC-first” pathway. Where the traditional route required IRC approval before incorporation, qualifying investors can now obtain the ERC first and complete the IRC procedure within 12 months afterward — provided the business lines stay within registered scope and the company doesn’t add activities, branches, or business locations until the IRC is issued. This can meaningfully shorten the time before a company can start hiring, leasing premises, and handling preparatory work, though the underlying project still can’t be operated until the IRC is in hand.

For most trading companies, the practical choice between the traditional IRC-first sequence and the new ERC-first option comes down to how quickly you need an operating legal entity versus how confident you are that your business lines and market-access conditions are fully settled at filing time. Getting this call wrong is a common source of delay — and, later, of audit-trail gaps if the registered business lines don’t match actual imported goods or invoiced activity.

Do You Need a Separate Trading License?

This is where most guides stop short. Incorporation alone does not automatically authorize every trading activity:

• Pure wholesale (B2B) trading — importing and selling to other registered businesses without direct retail to consumers — can often operate under the IRC and ERC alone, provided the business lines and import/export rights are correctly registered from the outset.
• Retail distribution to end consumers, or trading in conditional goods categories, generally requires an additional Business License for Goods Trading issued by the provincial Department of Industry and Trade, under the framework set out in Decree No. 09/2018/ND-CP.
• Physical retail outlets require a separate Retail Outlet License for each location, issued by the Department of Industry and Trade in the province where that outlet sits — meaning a multi-city retail footprint means multiple parallel license applications, not one blanket approval.

Trading without the required license isn’t a paperwork technicality — regulators can fine, confiscate goods, and force closure of unlicensed retail operations. For founders planning to scale from wholesale into retail later, it’s worth registering the broader business lines and anticipating the trading license requirement at the incorporation stage, rather than treating it as a second project.

Restricted and Conditional Goods

Vietnam applies a “negative list” approach: if your goods and activities aren’t restricted or prohibited, foreign investors generally receive the same treatment as domestic ones. But certain categories carry extra scrutiny or outright restriction — narcotics, firecrackers, and debt collection services are prohibited outright, while goods like lubricants, rice, sugar, and certain publications fall into more sensitive categories that can trigger shorter license terms or additional conditions. Before finalizing your registered business lines, it’s worth checking your specific product HS codes against the current negative list rather than assuming a general trading license covers everything.

Capital Contribution and Timing

Once the ERC is issued, charter capital must generally be contributed within 90 days, paid into a capital contribution bank account opened in Vietnam. This deadline applies regardless of which incorporation sequence you use, and missing it creates a compliance gap that can surface later — during a tax audit, a bank review, or a licensing renewal — as a documentation inconsistency rather than a one-time miss.

Where Trading Companies Get This Wrong

The recurring pattern isn’t unfamiliarity with the rules — it’s under-scoping the registration at the outset:

• Registering only import/export business lines, then adding retail distribution later without the required trading license or outlet license
• Assuming “trading company” is a single license type rather than a layered set of rights (export, import, distribution) that scale with the business
• Treating the 90-day capital contribution deadline as a formality rather than a documented compliance milestone
• Not distinguishing between B2B wholesale (lighter licensing) and consumer-facing retail (trading license plus outlet license) when the business model is still evolving

Each of these creates the kind of documentation gap that’s cheap to fix at formation and expensive to unwind during a compliance review.

Getting the Structure Right From the Start

Setting up a trading company in Vietnam is straightforward on paper — IRC, ERC, capital contribution — but the real complexity sits in matching your registered business lines and licenses to what you’re actually planning to sell and to whom. Getting that scoping right at incorporation avoids a second licensing project down the road and keeps your compliance record clean if it’s ever reviewed.

Forra Consulting advises foreign-invested SMEs and individual entrepreneurs on the full incorporation and licensing path for trading companies in Vietnam — from IRC/ERC filing through business license and retail outlet applications. Book a fixed-fee consultation to map out the right licensing sequence for your business model before you file.

This article reflects the Law on Investment 2025 (No. 143/2025/QH15, effective March 1, 2026), the Law on Enterprises 2020, and Decree No. 09/2018/ND-CP on goods trading activities by foreign-invested enterprises. It is intended as general information, not legal advice — licensing requirements should be confirmed against your specific business lines and goods categories before filing.