HOW TO SET UP A COSMETICS COMPANY IN VIETNAM: A LEGAL GUIDE FOR FOREIGN INVESTORS

HOW TO SET UP A COSMETICS COMPANY IN VIETNAM: A LEGAL GUIDE FOR FOREIGN INVESTORS

Vietnam’s cosmetics and personal care market continues to attract the attention of foreign investors, brand owners, importers, distributors, manufacturers, retailers, and e-commerce businesses. With increasing demand for skinc

However, cosmetics are not treated as ordinary consumer goods under Vietnamese law. Cosmetic products are subject to specific regulations on product proclamation, importation, product information dossiers, labelling, advertising, manufacturing conditions, quality responsibility, and market circulation. Foreign investors who wish to trade, import, distribute, manufacture, or sell cosmetics in Vietnam must therefore carefully review both investment regulations and cosmetic-specific compliance requirements before commencing operations.

Under Vietnamese cosmetic management regulations, cosmetic products must generally be proclaimed before being circulated on the Vietnamese market. A company that has only obtained an Enterprise Registration Certificate is not automatically allowed to sell all cosmetic products immediately. In addition, foreign-invested coare, makeup, haircare, fragrance, body care, beauty services, online retail, and premium cosmetic brands, setting up a cosmetics company in Vietnam can be a commercially promising business model.mpanies must also review their import rights, distribution rights, retail activities, business license requirements, and, where applicable, retail outlet licensing requirements under the regulations on goods trading and related activities of foreign-invested enterprises.

Prospective clients seeking assistance with procedures for setting up a cosmetics company in Vietnam are kindly invited to contact Dai Quang Minh Law Firm via Hotline: 0932 191 299; Zalo: 0932 191 299; Email: info@quangminhlawfirm.com; Viber: (+84) 337 926 405; WhatsApp: (+84) 337 926 405; WeChat: (+84) 337 926 405 (ID: pouniverse) for complimentary consultation and comprehensive, efficient, and accurate legal services.

In addition, Dai Quang Minh Law Firm provides a wide range of services, including sub-licenses, business registration, investment, foreign labor, and ongoing legal advisory services for both domestic and foreign enterprises.

Contact:

- Zalo: 0932.191.299

- Gmail: info@quangminhlawfirm.com

- Viber: (+84) 337926405/ (+84) 869672216

- WhatsApp: (+84) 337926405/ (+84) 869672216

- Wechat: (+84) 337926405 (ID: _pouniverse)/ (+84) 869672216 (ID: DQM_Verna)

- Telegram: (+84) 337926405/ (+84) 869672216

1. UNDERSTANDING THE LEGAL MODEL OF A COSMETICS BUSINESS IN VIETNAM

The first step in setting up a cosmetics company in Vietnam is to identify the exact business model that the investor intends to operate. Cosmetics business activities may involve several different models, including domestic trading, importation, wholesale distribution, retail sale, e-commerce sale, private-label cosmetics, outsourcing production, or direct manufacturing.

This distinction is important because each model may lead to different legal requirements. A company that only buys cosmetic products from a local distributor and resells them in Vietnam will generally follow a simpler compliance path. However, the company still needs to ensure that the products have been legally proclaimed and are allowed to circulate in Vietnam.

By contrast, a company that directly imports cosmetics from overseas suppliers must pay closer attention to product proclamation, authorization letters, certificates of free sale where required, customs documents, product labels, Vietnamese supplementary labels, and product information dossiers. In this model, the consistency of documents is particularly important. The product name, brand, manufacturer, country of origin, ingredients, product function, and responsible entity should be consistent across the proclamation dossier, supplier documents, commercial invoice, packing list, customs documents, and product labels.

For companies that intend to distribute cosmetics through wholesale channels, retail stores, agents, websites, social media platforms, or e-commerce marketplaces, investors should also review whether the company’s registered business lines, investment objectives, business license, and distribution rights are suitable for the actual operation.

Foreign investors should especially distinguish between ordinary company establishment and the right to conduct goods trading activities in Vietnam. A foreign-invested company that is legally incorporated is not automatically entitled to conduct all import, distribution, and retail activities without considering the applicable investment and trading regulations. Depending on the business model, the company may need to obtain additional approvals or licenses before conducting certain activities.

Investors who intend to build their own cosmetic brand should also consider whether the company will directly manufacture the products or outsource production to a qualified manufacturer. In a private-label model, legal responsibility should be clearly allocated among the brand owner, manufacturer, supplier, distributor, and entity standing in the cosmetic product proclamation dossier.

Therefore, before choosing the licensing pathway, investors should first answer several practical questions: Will the company import cosmetics directly? Will it distribute products to wholesalers or retailers? Will it sell directly to consumers? Will it operate retail stores? Will it sell online? Will it manufacture cosmetics in Vietnam? Will it stand as the responsible organization for product proclamation? The answers to these questions will determine the correct legal structure.

2. SETTING UP A FOREIGN-INVESTED COSMETICS COMPANY FOR IN VIETNAM

As with most foreign-invested trading businesses in Vietnam, foreign investors must first establish a lawful business vehicle before conducting cosmetic business activities. In many cases, this involves applying for an Investment Registration Certificate and then obtaining an Enterprise Registration Certificate.

At the investment registration stage, the investor should prepare information on the investor’s legal status, proposed project, investment capital, business scope, office or business location, expected products, trading method, distribution plan, and financial capacity. The competent authority may review whether the proposed activities are consistent with Vietnam’s market access conditions and whether the investment project is suitable for implementation.

The company’s registered business lines and investment objectives should accurately reflect the intended activities. If the company intends to import cosmetics, distribute cosmetics, operate retail stores, sell through e-commerce platforms, conduct marketing activities, or manufacture cosmetics, these activities should be reviewed and registered properly from the beginning.

This step should not be treated as a mere administrative formality. If the business scope is too narrow or inconsistent with the company’s actual business plan, the company may face difficulties when applying for additional licenses, opening retail outlets, registering product proclamation dossiers, importing goods, working with customs authorities, or entering into commercial contracts with suppliers and distributors.

For investors acquiring shares or contributing capital to an existing cosmetics company, legal due diligence is also essential. The investor should review the enterprise registration certificate, investment registration certificate if any, business license if any, product proclamation documents, import records, supplier agreements, authorization letters, product labels, advertising materials, tax compliance status, intellectual property issues, warehouse or store leases, and any past inspection or sanction records.

A cosmetics company may look simple from the outside, but the legal risks often lie in product documentation, distribution rights, labeling compliance, and advertising claims. For this reason, investors should carefully review the legal position of the company before investment, acquisition, or expansion.

WHY CHOOSE DAI QUANG MINH LAWFIRM

With years of practical experience in legal consulting, Dai Quang Minh Law Firm is a pioneer in corporate support services, specializing in fast and affordable company formation. Below are the reasons to choose business registration services at Dai Quang Minh Law Office:

Human Resources: Established in September 2009, with over 15 years of practical experience, Dai Quang Minh Law Firm brings together a team of lawyers and legal experts with long-standing expertise in private economic groups nationwide.

Consulting Policy: Clients are gifted a completely free legal consulting package when using services at Dai Quang Minh Law Firm.

Professionalism and Experience: Dai Quang Minh Law Firm has a workforce with in-depth knowledge of business formation, ensuring a swift and accurate consulting process.

Time-Saving: Using Dai Quang Minh Law Firm's services helps you save precious time as we handle the entire process and related procedures.

Legal Insight: Dai Quang Minh Law Firm ensures that all relevant legal regulations are strictly followed in accordance with the law.

Customization: Our consulting services are highly adaptable to your specific needs, allowing you to choose options suitable for your business.

Trusted Partner: Dai Quang Minh Law Firm has built a reputation for providing affordable business setup consulting to many enterprises and individuals nationwide.

Confidentiality Assurance: Dai Quang Minh Law Firm is committed to the absolute protection of your personal and business information.

Detailed Support: Dai Quang Minh Law Firm provides detailed advice and support regarding the process and requirements to help you better understand business formation.

Process Optimization: Our consulting helps optimize the business setup process, minimizing potential risks and difficulties.

Excellent Customer Experience: Dai Quang Minh Law Firm is dedicated to providing the best customer experience through professional advice and enthusiastic support.

Focus on Business Plans: By utilizing our registration services, you can focus on developing your business plans and core activities instead of worrying about legal procedures.

3. CORE LICENSES AND COMPLIANCE REQUIREMENTS FOR A COSMETICS COMPANY

After the legal model is determined, investors should identify the main licenses and compliance requirements for lawful operation. A cosmetics company may need several legal steps rather than one simple company registration.

3.1. Investment registration and enterprise registration

For many foreign-invested cosmetics projects, investment registration is the first key step. The investor should prepare a clear explanation of the proposed business activities, investment capital, business location, products, import or distribution plan, and implementation roadmap.

After the Investment Registration Certificate is issued, the investor proceeds to establish the company and obtain the Enterprise Registration Certificate. The company should then complete post-establishment procedures, including tax registration, bank account opening, capital contribution, accounting setup, digital signature registration, e-invoice registration, and internal corporate documentation.

For domestic investors, the procedure is usually simpler because they generally only need to register the enterprise before conducting further product-related procedures. However, even domestic companies must still comply with cosmetic product proclamation, labelling, advertising, and manufacturing requirements where applicable.

3.2. Cosmetic product proclamation

Cosmetic product proclamation is one of the most important requirements in the cosmetics sector. In general, cosmetic products must be proclaimed before being placed on the Vietnamese market.

For imported cosmetics, the proclamation dossier is submitted to the competent central-level authority. For domestically manufactured cosmetics, the dossier is submitted to the competent provincial-level authority where the manufacturing facility is located.

A cosmetic product proclamation dossier usually includes the cosmetic product proclamation form, enterprise registration documents of the responsible organization, authorization letter from the manufacturer or product owner for imported products, certificate of free sale where required, and other product-related documents.

The proclamation receipt number is valid for five years. After expiry, if the company wishes to continue circulating the product, it must carry out the proclamation procedure again before the receipt number expires.

It is important to understand that the proclamation receipt number is not a certificate confirming product quality. The organization responsible for placing the product on the market remains legally responsible for product safety, ingredients, quality, function, labelling, advertising claims, and compliance with Vietnamese regulations.

In practice, many difficulties arise because product documents are inconsistent. For example, the product name in the authorization letter may differ from the name on the label, the manufacturer information may not match the certificate of free sale, or the ingredient list may not be consistent across documents. These issues may delay the proclamation procedure or create risks during importation and market circulation.

3.3. Importation of cosmetics

If the company imports cosmetics into Vietnam, it must comply with import, customs, product proclamation, labelling, and product documentation requirements.

Before importing products for commercial circulation, the company should review whether the cosmetic product proclamation has been completed and whether the product documents are consistent. The importer should also prepare commercial invoices, packing lists, sales contracts, transportation documents, customs declarations, product labels, Vietnamese supplementary labels, and other documents required for the specific shipment.

The company should not wait until the products arrive at the port to review compliance documents. If the product has not been properly proclaimed, or if the label and documents are inconsistent, customs clearance and market circulation may be affected.

Foreign cosmetics brands entering Vietnam should also ensure that the Vietnamese company has proper authorization to proclaim, import, and distribute the products. The authorization letter should clearly identify the manufacturer or product owner, the authorized Vietnamese entity, the scope of authorization, the product list, and the validity period.

3.4. Labelling and Vietnamese supplementary labels

Cosmetic labels must comply with Vietnamese labelling requirements. Depending on the product, the label should generally contain information such as product name, function, ingredients, quantity, usage instructions, warnings, manufacturing date or expiry date, batch number, country of origin, and information of the organization responsible for placing the product on the market.

For imported cosmetics, if the original label does not fully contain the required information in Vietnamese, a Vietnamese supplementary label must be prepared before the product is circulated in Vietnam.

Labelling is not only a formal requirement. It directly affects consumer protection, customs clearance, market inspection, and advertising compliance. If the label contains claims that go beyond the nature of cosmetics, the company may face regulatory risks. For example, cosmetics should not be presented as products that cure diseases, treat medical conditions, or create therapeutic effects beyond their cosmetic function.

3.5. Advertising and e-commerce sale of cosmetics

Cosmetics businesses often rely heavily on websites, social media, influencers, online marketplaces, and digital advertising. However, advertising content must be carefully reviewed before publication.

Cosmetic advertising should be consistent with the product’s proclaimed function and cosmetic nature. The company should avoid using medical-style claims such as “cure”, “treat completely”, “eliminate disease”, “permanent effect”, or similar wording that may cause consumers to misunderstand the product as a medicine or treatment product.

For e-commerce sale, the company should also review product display information, online descriptions, return policies, consumer complaint handling, invoices, tax obligations, and platform compliance requirements. Selling cosmetics online does not exempt the company from product proclamation, labelling, or advertising compliance.

3.6. Manufacturing and private-label cosmetics

If the company intends to manufacture cosmetics in Vietnam, it must satisfy specific manufacturing conditions. A cosmetic manufacturing establishment must have appropriate premises, equipment, personnel, production processes, quality control procedures, storage areas, hygiene measures, and quality management systems. The manufacturer must obtain the Certificate of eligibility for cosmetic manufacturing before conducting production activities.

For private-label cosmetics, legal responsibility should be handled carefully. Many investors focus on branding and packaging but do not clearly determine who is responsible for product quality, product proclamation, formula ownership, defective products, customer complaints, or product recall.

Before launching a private-label product, the company should review the manufacturing contract, intellectual property ownership, formula confidentiality, packaging responsibility, product testing, quality control, labelling approval, product proclamation responsibility, and recall obligations.

A weak private-label arrangement may create disputes between the brand owner and manufacturer if the product is inspected, complained about, or removed from the market.

4. PRACTICAL LEGAL CONSIDERATIONS BEFORE LAUNCHING A COSMETICS BUSINESS

Before launching a cosmetics company in Vietnam, investors should review several practical legal issues.

First, the investor should identify the correct business model. Import, distribution, wholesale, retail, e-commerce, manufacturing, and private-label cosmetics are different models and may require different legal preparation.

Second, foreign investors should review market access conditions before incorporation. A foreign-invested cosmetics company should be structured consistently with its intended import, distribution, retail, and e-commerce activities.

Third, product documents should be prepared early. Authorization letters, certificates of free sale where required, product information, ingredient lists, labels, Vietnamese supplementary labels, and supplier documents should be reviewed before product proclamation and importation.

Fourth, the company should not treat cosmetic product proclamation as a simple filing procedure. The proclamation dossier should be consistent, accurate, and supported by proper documents. The company standing in the proclamation dossier will bear legal responsibility for the product in Vietnam.

Fifth, labels and advertising content should be reviewed before launching sales. Many compliance problems arise not from company registration, but from overstated product claims, incomplete Vietnamese labels, inconsistent product information, or misleading online advertisements.

Sixth, investors should plan for post-establishment compliance. A cosmetics company should maintain accounting records, invoices, import documents, product dossiers, supplier contracts, distribution agreements, product labels, advertising approvals where applicable, and internal compliance records.

Seventh, for private-label cosmetics, the company should clearly allocate responsibility with the manufacturer. Product quality, packaging, product proclamation, complaints, recall, and intellectual property rights should be addressed in writing before the product is launched.

Overall, setting up a cosmetics company in Vietnam is legally feasible and commercially attractive for investors with a clear product strategy, reliable suppliers, and proper compliance planning. However, cosmetics remain a regulated product category. A clear legal roadmap can help investors reduce licensing delays, avoid import and product circulation risks, comply with cosmetic management regulations, and build a sustainable cosmetics business in Vietnam.

In addition, Dai Quang Minh Law Firm provides a wide range of services, including sub-licenses, business registration, investment, foreign labor, and ongoing legal advisory services for both domestic and foreign enterprises.