How to Establish a Trading Company in Vietnam (2026 Updated Guide)

Introduction

Vietnam has emerged as one of Southeast Asia’s most dynamic trading hubs, benefiting from its strategic geographic location, extensive network of free trade agreements, and rapidly expanding consumer market. For both domestic entrepreneurs and foreign investors, establishing a trading company in Vietnam offers significant opportunities to participate in import, export, wholesale, and distribution activities across diverse sectors.

The legal framework governing business establishment in Vietnam has evolved considerably in recent years. The foundation is primarily built upon the Law on Investment 2020 and the Law on Enterprises 2020, both of which remain the cornerstone for regulating investment and corporate activities. These laws are further supported by updated decrees such as Decree 239/2025/ND-CP, which refines investment procedures and improves flexibility for investors.

In this comprehensive guide, we will explore everything you need to know about setting up a trading company in Vietnam in 2026, including legal requirements, procedures, costs, and compliance obligations.

What is a Trading Company in Vietnam?

A trading company in Vietnam is a business entity engaged in commercial activities such as buying, selling, importing, exporting, and distributing goods. Unlike manufacturing enterprises, trading companies do not produce goods but instead act as intermediaries between suppliers and customers.

Trading companies can operate in various forms, including wholesale distribution, retail operations, and international trade. In the context of foreign investment, trading activities are often categorized under “distribution services,” which are subject to Vietnam’s commitments under the World Trade Organization (WTO) and other trade agreements.

Foreign-invested trading companies are generally allowed to import and distribute goods in Vietnam, but certain products may be restricted or require special licenses depending on regulatory conditions.

Pros and Cons of Setting Up a Trading Company in Vietnam

Vietnam’s business environment offers numerous advantages for trading companies, but it also presents certain challenges that investors must carefully consider.

One of the most compelling advantages is Vietnam’s strong integration into global trade networks. The country has signed multiple free trade agreements such as the EVFTA, CPTPP, and RCEP, significantly reducing tariffs and facilitating cross-border trade. This makes Vietnam an attractive base for import-export businesses.

Another major benefit is the relatively low cost of doing business. Labor costs, warehouse rentals, and operational expenses are still competitive compared to neighboring countries such as Thailand or China. Additionally, recent regulatory reforms have simplified administrative procedures, particularly for foreign investors. For example, Circular 03/2025/TT-NHNN has streamlined the process of opening investment accounts, reducing administrative barriers.

However, there are also challenges. Vietnam maintains a list of conditional business sectors, meaning certain trading activities require additional approvals or licenses. Regulatory compliance can be complex, especially for foreign investors unfamiliar with local procedures. Moreover, customs procedures and product-specific regulations may require careful planning to avoid delays.

Choosing the Right Business Structure for Your Trading Company

Selecting the appropriate legal structure is one of the most important decisions when establishing a trading company in Vietnam. The Law on Enterprises 2020 allows several types of business entities, each with its own advantages and limitations.

The most common structure for trading companies is the limited liability company (LLC). This can be either a single-member LLC or a multi-member LLC. It is favored for its simplicity, limited liability protection, and relatively straightforward governance structure.

Another option is a joint-stock company (JSC), which is suitable for businesses planning to raise capital or expand significantly. However, it involves more complex compliance requirements.

Foreign investors typically establish wholly foreign-owned enterprises (WFOEs) or joint ventures with local partners. The choice depends on market access conditions and business strategy.

What Type of Documents to Submit to Set up Trading Company in Vietnam?

To establish a trading company in Vietnam, investors must prepare a comprehensive set of documents for submission to the authorities.

For foreign investors, the documentation typically includes an investment proposal outlining the business scope, objectives, and financial capacity. Proof of financial capability is essential, which may include bank statements or audited financial reports.

Legal documents such as passports (for individuals) or certificates of incorporation (for organizations) must be notarized and legalized. Additionally, a lease agreement for the company’s registered address is required.

The application dossier also includes the company charter, list of members or shareholders, and appointment of legal representatives.

Step-by-Step Guide to Establishing a Trading Company in Vietnam

Step 1: Choose the Appropriate Business Structure

The first step is to determine the most suitable legal entity based on your investment goals, ownership structure, and scale of operations. For most trading activities, an LLC is the preferred option due to its flexibility and ease of management.

Step 2: Prepare Necessary Documentation

Once the structure is selected, investors must prepare all required documents. This includes legal identification, financial proof, business plan, and office lease agreement. Proper preparation is crucial to avoid delays during the approval process.

Step 3: Submit Applications for IRC and ERC

Foreign investors must obtain two key licenses: the Investment Registration Certificate (IRC) and the Enterprise Registration Certificate (ERC).

The IRC serves as approval for the investment project, while the ERC establishes the company as a legal entity. These certificates are typically issued by the Department of Planning and Investment (DPI).

The introduction of updated regulations has improved transparency and efficiency in this process, making it easier for foreign investors to enter the Vietnamese market.

Step 4: Open a Corporate Bank Account

After obtaining the ERC, the company must open a corporate bank account. For foreign-invested companies, a capital account is required to receive investment funds.

Recent regulatory updates have simplified account opening procedures and allow more flexibility in managing investment capital.

Step 5: Register for Taxes

The company must register with the tax authorities and obtain a tax identification number. This includes registering for value-added tax (VAT), corporate income tax (CIT), and other applicable taxes.

Step 6: Obtain Additional Licenses and Permits

Depending on the nature of the trading activities, additional licenses may be required. For example, trading certain goods such as pharmaceuticals, alcohol, or petroleum products requires specific permits from relevant authorities.

Additional Licenses and Requirements for Setting Up a Trading Company in Vietnam

In Vietnam, trading activities involving certain products are classified as conditional business lines. This means that companies must meet specific requirements before engaging in such activities.

For example, distribution of retail goods by foreign-invested companies may require an Economic Needs Test (ENT) for opening additional retail outlets. Similarly, importing certain goods may require specialized permits or compliance with technical standards.

Authorities such as the Ministry of Industry and Trade (MOIT) and other line ministries play a key role in issuing these licenses.

Investment Capital Required to Set up Trading Company in Vietnam

Vietnam does not impose a fixed minimum capital requirement for most trading companies. However, investors must declare a charter capital that is sufficient to cover business operations.

In practice, the required capital depends on factors such as business scale, product type, and operational expenses. For trading companies, the capital is typically used for purchasing goods, logistics, warehousing, and marketing.

Although there is no statutory minimum, authorities may assess whether the declared capital is realistic and adequate for the proposed business activities.

FAQs

Can Foreign Investors Establish a Trading Company in Vietnam?

Yes, foreign investors are allowed to establish trading companies in Vietnam. The legal framework clearly recognizes foreign investors as individuals or organizations investing in the country.

Vietnam has progressively liberalized its market to attract foreign investment, and recent regulatory updates have further simplified procedures and reduced administrative burdens.

What Products Are Restricted or Conditional for Trading in Vietnam?

Vietnam maintains a list of restricted and conditional business lines. Products such as tobacco, pharmaceuticals, chemicals, and certain food items may require special licenses or approvals.

Additionally, some goods are prohibited from trading altogether, while others are subject to quotas or technical regulations.

What Tax Obligations Does a Trading Company Have in Vietnam?

Trading companies in Vietnam are subject to several types of taxes. The most common include corporate income tax (typically 20%), value-added tax (ranging from 0% to 10%), and import/export duties where applicable.

Companies must also comply with accounting and reporting requirements, including annual financial statements and tax filings.

Conclusion

Establishing a trading company in Vietnam offers a gateway to one of Asia’s fastest-growing economies. With a favorable legal framework, strategic location, and expanding trade opportunities, Vietnam continues to attract investors from around the world.

However, success in this market requires a clear understanding of legal requirements, regulatory compliance, and operational challenges. By following the correct procedures and staying updated with the latest regulations, investors can effectively navigate the business landscape and build a sustainable trading enterprise in Vietnam.

If approached strategically, Vietnam is not just a market—it is a long-term opportunity for growth, expansion, and global integration.