Summary: Setting up an import-export company in Vietnam involves more than registering a business line — foreign investors should distinguish import-export rights from distribution rights, check product-specific conditions, and plan customs, tax and accounting coordination from day one. This article outlines the practical structure foreign traders, suppliers and distributors operating in or near East Ho Chi Minh City should consider before committing to a market-entry model.
By ECOVIS Vietnam Law | Last reviewed: 13 July 2026
“Import-export rights and distribution rights are the single most confused pair of concepts I encounter in trading company setups — investors who assume the first automatically covers the second usually discover the gap only after they have already started selling to local retailers.” — Attorney Vu Manh Quynh, Founder & Managing Partner, ECOVIS Vietnam Law
Why This Matters for Foreign Investors
Vietnam remains an attractive base for foreign trading companies given its manufacturing ecosystem, port access and free trade agreement network. However, many foreign investors underestimate that “import-export rights” and “distribution rights” are legally distinct activities under Vietnamese law, each carrying different licensing pathways, capital expectations and business line codes. A company registered only for import-export rights that begins selling goods domestically without distribution rights may find itself operating outside its licensed scope.
In practice, the East Ho Chi Minh City corridor — including Thu Duc, An Phu and Thao Dien — has become a common base for foreign-invested trading entities due to proximity to Cat Lai port and logistics infrastructure. Getting the legal structure right at incorporation stage generally reduces the risk of licensing gaps, customs delays and later restructuring costs.
Key Legal and Compliance Issues
- Import-export rights versus distribution rights. Import-export rights generally allow a company to import and export goods for its own account, while distribution rights (wholesale, retail, franchising, agency) are treated as a conditional business line requiring separate registration and, in some cases, an Economic Interest Test. Investors intending to sell imported goods directly to end customers in Vietnam should confirm both rights are reflected in their Investment Registration Certificate (IRC) and Enterprise Registration Certificate (ERC).
- Foreign ownership limits and business line coding. Certain goods categories (e.g., books, newspapers, precious metals, some agricultural products) carry ownership restrictions or are excluded from foreign trading rights altogether. The business lines registered should be checked against Vietnam’s WTO commitments and the current investment conditions list, as mismatches can delay licensing or trigger post-registration amendments.
- Product-specific conditions and specialized licenses. Beyond general trading rights, specific product categories (pharmaceuticals, cosmetics, food, chemicals, medical devices) may require product-specific import licenses, conformity announcements, or specialized ministry approval. These conditions should be mapped before capital is committed, as they can materially affect the timeline for first shipment.
- Customs, tax and accounting coordination. Import-export companies should align customs declaration practices, HS code classification, and preferential tariff claims (under EVFTA, CPTPP or other FTAs) with their accounting and tax filings. Inconsistent HS codes between customs declarations and invoicing are a common source of post-clearance audit findings.
- Contracts with suppliers and buyers. Sale and purchase agreements, Incoterms selection, and payment terms should be reviewed for consistency with the company’s actual licensed activities. A contract that assumes distribution rights the company does not hold may be difficult to perform or enforce.
- Post-licensing obligations. Once licensed, import-export companies are subject to periodic investment reporting, statistical reporting to customs and industry authorities, and — where distribution rights are held — potential Economic Interest Test conditions for additional retail outlets.
- Warehousing and logistics arrangements. Where the company leases warehouse space or engages third-party logistics providers, the underlying lease and service agreements should be checked for consistency with the registered business address and any bonded warehouse requirements.
Practical Risks for Management
- CEO/founders: may assume trading rights automatically include distribution rights, leading to activities that fall outside the licensed scope.
- CFO: may face customs valuation disputes or FTA preferential tariff denial if HS classification and origin documentation are inconsistent.
- HR/Country Manager: may overlook that certain trading activities require designated in-country personnel or a legal representative with specific authority.
- Board: may lack visibility into which business lines are conditional and require periodic renewal or additional approval.
What Companies Should Review
- Confirm whether the intended activity requires import-export rights only, distribution rights, or both.
- Cross-check registered business lines against Vietnam’s WTO services commitments and conditional investment sectors.
- Identify product-specific licensing or conformity requirements before ordering first shipments.
- Review supplier and buyer contracts for consistency with licensed trading scope.
- Confirm HS code classification practices are consistent across customs, invoicing and accounting.
- Assess whether an Economic Interest Test applies to planned retail outlets.
- Set up a compliance calendar for investment reporting, statistical reporting and license renewals.
- Review warehousing and logistics arrangements against the registered business address.
How Ecovis Vietnam Law Can Support
Ecovis Vietnam Law supports foreign trading companies, suppliers and distributors in structuring import-export operations, securing the correct licensing scope, and coordinating with customs and tax advisors on classification and reporting. Serving clients in Thao Dien, An Phu, Thu Thiem, Thu Duc and across East Ho Chi Minh City, our team can review draft contracts, licensing applications and compliance calendars to help align a company’s actual trading activities with its registered legal scope.
FAQ
Do I need distribution rights to sell imported goods to Vietnamese retailers?
In many cases, selling goods domestically (rather than solely importing for the company’s own manufacturing use or re-export) may require distribution rights in addition to import-export rights, depending on the specific business model and buyer relationship.
Can a 100% foreign-owned company hold import-export rights in Vietnam?
Generally yes for most product categories, though certain goods are subject to ownership restrictions or exclusions, so the specific product list should be checked against current regulations.
Is an Economic Interest Test always required for retail outlets?
Not always — the requirement depends on the number of outlets, location and applicable local regulations, and should be assessed on a case-by-case basis.
How long does import-export company licensing typically take?
Timelines vary depending on business line complexity and whether product-specific approvals are needed; investors should plan for the possibility of extended review for conditional sectors.
What happens if a company trades outside its licensed scope?
This may expose the company to administrative penalties, customs clearance issues, or requirements to amend its licenses retroactively, depending on the specific facts.
Do free trade agreement preferences apply automatically?
No — preferential tariffs generally require supporting certificates of origin and correct HS classification, and should not be assumed without documentation review.