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How to Establish a Trading Company in Vietnam

Last Updated: 5/27/2020

Before Vietnam joined World Trading Organization (WTO), distribution and import, export activities conducted by foreign owned entities are strictly regulated by Vietnam government.  As such, foreigners could only conduct the import of goods through the Vietnam agents.

Since 2007, Vietnam has become an official member of WTO and it had to commit a route to open local market to foreign companies and traders, including foreign distributors.  Within 02 years from the date of accession to WTO, regulations with services and trading activities have been eased up gradually to be more open.  Since 2009, foreigner investors have been entitled to set up 100% foreign-owned companies to conduct activities related to the sale and purchase of goods including import and export, and distribution including acting as agents for purchase and sale, wholesale, retail and franchising.   This opens up opportunities for foreign investors to expand their trading activities in Vietnam.

Vietnam does not require a company to have an import/export license in order to set up a trading company. However, in order to be able to conduct import/export business, a foreign investor must register with the Department of Planning and Investment (DPI). Additionally, foreign investors who wish to engage in import/export activities in Vietnam are required to obtain an Investment Certificate. Companies that wish to expand their current business operations in order to engage in import/export activities must follow the procedures for adjusting their Investment Certificates.

* The process of vietnam company registration

The incorporation process of each legal entity type is different and takes from 1 to 3 months.

In general, foreign investors should pursue the process as follows:

- International investors are obliged to obtain an Investment Registration Certificate (IRC) from the Department of Planning and Investment (DPI).

- An Enterprise Registration Certificate (ERC), is the second mandatory document to be obtained during the registration procedure.

- After receiving both certificates, investors are obliged to proceed with their tax registration, pay business license tax and make their initial capital contribution.

* Relevant Documents:

The application for the Investment Certificate must contain the following documents:  

  • Application letter
  • Copy of Identity Card/Passport of individual; Copy of Business License or other equivalent    documents 
  • Investment analysis with the following contents: information of investors, target of investment, scale of investment, investment capital and planning of capital contribution, location, duration, schedule of investment, labor demand, investment incentives, impact assessment, economic-social efficiency of the project
  • A copy of one of the following documents: financial statements from the investors for the two most recent years; commitment of financial support by the parent company; commitment of financial support from a financial institution; guarantee of the financial capacity of the investors; bank reference letters explaining the financial capacity of the investors
  • Proposal for land use or copy of land leasing contract/office leasing contract 
  • Business Cooperation Contract (BCC) for projects invested under a BCC contract

Foreign investors who wish to engage in import/export activities must obtain an IC, or follow the procedures for the adjustment of their current IC. It should be noted that the IC also serves as the company’s business license. The application comprises the following documents:

  • Dossier of verification for the granting of an Investment Certificate
  • A written explanation showing the satisfaction of the conditions laid out in Form MD-6 for goods trading and directly related activities
  • Documents proving the financial capability and experience of the investor in the exercise of the right to export and right to import

The application for a license to engage in the activities of goods trading and directly related activities comprises the following documents:

  • A written explanation showing the satisfaction of the conditions laid out in Form MD-6 relating to goods trading and other directly related activities
  • Documents proving the financial capability and professional experience of the investor(s) in the exercise of operational targets relating to goods trading and other directly related activities

Foreign invested enterprises (FIE) are allowed to set up one retail establishment if they have received an Investment Certificate. However, if the FIE wishes to set up multiple retail establishments, it must apply for a license to set up these retail establishments. This application comprises the following documents:

  • Application for the license to set up a retail establishment
  • A written explanation satisfying the conditions of the law on state management for retail activities and conforming with the related master plans of central-affiliated cities and provinces
  • Document from the provincial People’s Committee approving the economic demand of the additional retail establishment
  • Completed Form BC-3
  • Vouchers, which are issued by the relevant tax agencies, about enterprise income tax liability for two consecutive years. If an enterprise has no vouchers, it can issue a written explanation clearly stating the reasons why

Once the Ministry of Industry and Trade has accepted the application, the relevant state agency will grant the license for the setting up of retail establishments.

This is just an overall look for setting up a new Foreign Trading Company in Vietnam, we are one stop service provider to set up your company with a reasonable price; professional, quick and great service.

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