HOW TO SET UP AN ALCOHOL DISTRIBUTION COMPANY IN VIETNAM: A LEGAL GUIDE FOR FOREIGN INVESTORS

HOW TO SET UP AN ALCOHOL DISTRIBUTION COMPANY IN VIETNAM: A LEGAL GUIDE FOR FOREIGN INVESTORS

Vietnam’s alcohol and beverage market continues to attract the attention of foreign investors, brand owners, importers, distributors, and trading companies. With rising demand for imported wine, spirits, beer, premium beverages, hospitality services, restaurants, bars, hotels, supermarkets, and modern retail channels, alcohol distribution can be a commercially attractive business model in Vietnam.

However, alcohol is not treated as an ordinary consumer product. Alcohol trading is a conditional business sector and is subject to strict licensing, food safety, labeling, import, distribution network, warehouse, fire safety, environmental safety, advertising, and reporting requirements. Foreign investors who wish to distribute alcohol in Vietnam must carefully review both investment regulations and alcohol-specific trading regulations before commencing operations.

Under Decree 105/2017/ND-CP on alcohol trade, Vietnam regulates activities related to alcohol production, import, distribution, wholesaling, retailing, and sale of alcohol for on-premises consumption. This means that investors must identify the exact position of the company in the alcohol supply chain before choosing the correct licensing pathway.

Prospective clients seeking assistance with procedures for setting up an alcohol distribution 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 AN ALCOHOL DISTRIBUTION BUSINESS IN VIETNAM

The first step is to identify the actual alcohol business model that the investor intends to operate. Alcohol trading in Vietnam may involve several different activities, including importing alcohol, distributing alcohol nationwide, wholesaling alcohol in a province or centrally affiliated city, retailing alcohol at stores, supplying alcohol to restaurants, hotels, bars, or selling alcohol for on-premises consumption.

This distinction is important because each stage of the alcohol supply chain may require a different license and different conditions. A company holding an alcohol distribution license may have broader rights than an alcohol wholesaler or retailer. In particular, Decree 105/2017/ND-CP provides that a distributor holding a license for alcohol distribution is entitled to import alcohol and is responsible for the quality and food safety of imported alcohol. Imported alcohol must also comply with food safety declaration and state inspection requirements, and alcohol may only be imported into Vietnam through international checkpoints.

Foreign investors should also distinguish between alcohol distribution and ordinary trading. A company that only registers general wholesale or retail business lines is not automatically permitted to distribute alcohol. The company must satisfy alcohol-specific licensing conditions and obtain the appropriate alcohol distribution license before conducting alcohol distribution activities.

Investors should therefore define the business model carefully from the beginning. For example, a company importing foreign wine and supplying wholesalers in multiple provinces may need an alcohol distribution license, while a company selling alcohol directly to consumers through a fixed store may need a retail alcohol license. A restaurant or bar selling alcohol for consumption on-site may need to comply with different licensing requirements.

2. SETTING UP A FOREIGN-INVESTED COMPANY FOR ALCOHOL DISTRIBUTION

As with most foreign-invested trading businesses in Vietnam, the investor must first establish a lawful business vehicle. In many cases, this may involve applying for an Investment Registration Certificate and then obtaining an Enterprise Registration Certificate before applying for the relevant alcohol trading license.

The company’s registered business lines should accurately reflect the intended activities, such as import, distribution, wholesale, trading, and related alcohol business activities. If the company intends to import alcohol, distribute alcohol to wholesalers, operate warehouses, sell through retail outlets, supply hotels and restaurants, or conduct e-commerce-related activities, these activities should be reviewed and registered appropriately.

Foreign investors should also review market access conditions. For alcohol distribution, investors need to consider Vietnam’s commitments under applicable treaties, domestic investment regulations, and sector-specific licensing rules. A foreign-invested company must also satisfy conditions for obtaining business licenses and should not have overdue tax liabilities if it has already been operating in Vietnam for the relevant period.

For investors acquiring or contributing capital to an existing alcohol trading company, legal due diligence is essential. The investor should review the enterprise registration certificate, investment registration certificate if any, alcohol distribution or wholesale license, warehouse documents, supplier contracts, distribution network documents, tax filings, labeling compliance, import records, food safety documents, fire and environmental safety commitments, customer contracts, and any past inspection or sanction records.

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 AN ALCOHOL DISTRIBUTION COMPANY

After the legal model is determined, the investor should identify the main licenses and compliance requirements for lawful operation. An alcohol distribution company may need several legal steps rather than one simple business registration.

3.1. Investment registration and enterprise registration

For many foreign-invested alcohol distribution projects, investment registration is an important initial stage. The investor should prepare information on the investor’s legal status, proposed project, investment capital, business scope, warehouse location, distribution plan, supplier arrangement, implementation timeline, and financial capacity.

At this stage, the competent authority may review whether the proposed alcohol trading activities are permitted for the foreign investor, whether the business model is consistent with market access rules, and whether the project is feasible. Since alcohol is a conditional product, the investor should not treat this as an ordinary trading company registration.

After the investment structure is approved, the investor establishes the company and obtains the Enterprise Registration Certificate. The company should then complete tax registration, bank account opening, capital contribution, accounting setup, e-invoice registration, and other post-establishment procedures.

3.2. Alcohol Distribution License

The Alcohol Distribution License is the core operating license for a company intending to distribute alcohol in Vietnam. Without this license, the company should not import or distribute alcohol as a distributor.

Under Decree 105/2017/ND-CP, an alcohol distributor must be an enterprise established in accordance with Vietnamese law, have the lawful right to use a warehouse or warehouse network with a total floor area of at least 150 square meters, ensure that the alcohol intended for sale satisfies food safety requirements, maintain a distribution network in at least two provinces or centrally affiliated cities with at least one alcohol wholesaler in each province or city, obtain a written reference or agreement in principle from another alcohol producer, distributor, or foreign alcohol supplier, and satisfy fire and environmental safety requirements.

These requirements should be reviewed before the company signs long-term warehouse leases or supplier agreements. In practice, licensing delays often occur because the warehouse documents are incomplete, the distribution network has not been properly documented, the supplier agreement is unclear, or the proposed alcohol products do not have sufficient food safety and labeling documents.

3.3. Application dossier for the Alcohol Distribution License

The application dossier for an Alcohol Distribution License generally includes an application form, a copy of the enterprise registration certificate or equivalent legal document, documents proving the lawful right to use the warehouse, alcohol retail store or premises for on-premises consumption if any, food safety-related documents for the alcohol products intended for sale, documents proving participation of alcohol wholesalers in the distribution network, supplier documents, and a written commitment to comply with fire and environmental safety requirements.

Documents related to the supplier are especially important. If the alcohol supplier is a domestic supplier, the dossier may include a copy of the supplier’s alcohol production or distribution license. If the supplier is foreign, the applicant should prepare the relevant agreement in principle or written confirmation from the foreign alcohol supplier specifying the expected alcohol products for sale.

The licensing authority will review whether the company satisfies both legal and practical conditions. Therefore, investors should prepare the dossier carefully and ensure consistency among the company’s business lines, supplier agreement, product list, warehouse documents, and distribution network documents.

3.4. Licensing authority and processing time

Traditionally, the Ministry of Industry and Trade played a central role in issuing alcohol distribution licenses. However, Decree 146/2025/ND-CP provides for delegation in the field of alcoholic beverage trading, under which provincial-level People’s Committees are assigned to perform and exercise the Ministry of Industry and Trade’s tasks and powers to issue, re-issue, modify, and revoke licenses for distribution of alcoholic beverages under Decree 105/2017/ND-CP.

Under Decree 105/2017/ND-CP, for licenses for mass production of alcohol, alcohol distribution, and alcohol wholesaling, the licensing authority generally considers and grants the license within 15 days from receipt of a valid application. If the application is rejected, the authority must provide a written explanation. If the application is invalid, the authority must request additional documents within three days from receipt of the application.

In practice, the overall timeline may be longer than the statutory review period because the company must first complete investment registration, enterprise registration, warehouse preparation, supplier arrangement, food safety documents, and distribution network documents before submitting the alcohol distribution license application.

3.5. Effective period and amendment of license

The Alcohol Distribution License is not permanent. Decree 105/2017/ND-CP provides that licenses for home production of alcohol for business purposes, alcohol distribution, alcohol wholesaling, alcohol retailing, and sale of alcohol for on-premises consumption are valid for five years.

If there is any change to the contents of the license, the company should review whether it must apply for amendment or re-issuance. Changes may include changes in company information, warehouse location, distribution network, alcohol products, supplier, or other licensed details. Failure to update the license when required may create compliance risks during inspections or future business expansion.

3.6. Import, food safety and labeling requirements

If the company imports alcohol, it must comply with import, customs, food safety, and labeling requirements. Decree 105/2017/ND-CP provides that a distributor holding an alcohol distribution license is entitled to import alcohol and is responsible for the quality and food safety of imported alcohol. Imported alcohol must obtain the required conformity or food safety declaration documents before import where applicable, comply with state inspection of imported food, and be imported only through international checkpoints.

Alcohol labels must also comply with Vietnamese labeling regulations and alcohol-specific rules. Investors should review product names, ingredients, alcohol content, origin, importer information, warnings, Vietnamese sub-labels, and other mandatory label information before import or distribution. Incorrect labeling may lead to customs delays, inspection risks, administrative penalties, or product recall issues.

3.7. Advertising, promotion, e-commerce and consumer protection

Alcohol distribution companies should also comply with rules on advertising, promotion, and consumer protection. The Law on Prevention and Control of Harmful Effects of Alcoholic Beverages focuses on reducing the availability and easy access to alcoholic beverages and preventing children, students, adolescents, and pregnant women from being affected by alcohol-related harms.

Decree 24/2020/ND-CP further elaborates measures to manage alcohol advertising and prevent persons under 18 from accessing information about and purchasing alcohol through e-commerce systems. Therefore, investors should review advertising content, promotional campaigns, website sales functions, age-gating measures, online order procedures, and customer verification practices before launching alcohol-related online or marketing activities.

The company should also avoid advertising or promotions that imply unlimited consumption, target minors, or conflict with public health restrictions. Marketing materials should be reviewed carefully, especially for social media, websites, events, hotels, restaurants, bars, and retailer promotions.

3.8. Tax, accounting, reporting and inspections

Alcohol businesses are subject to ordinary tax and accounting obligations, as well as alcohol-specific compliance duties. The company should maintain proper invoices, accounting books, import documents, supplier contracts, warehouse records, distribution network records, product documents, and sales records.

Decree 105/2017/ND-CP requires alcohol producers, distributors, wholesalers, retailers, and on-premises sellers to report on alcohol production and trading activities for the previous year before January 20 each year to the licensing authority.

Alcohol is also a product category that may be subject to special consumption tax and other tax-related issues. In 2025, Vietnam’s National Assembly approved an increase in special consumption tax on alcoholic beverages, with the rate expected to rise gradually to 90% by 2031. Investors should therefore coordinate with tax and accounting professionals to assess pricing, import costs, distribution margins, and long-term financial planning.

4. PRACTICAL LEGAL CONSIDERATIONS BEFORE LAUNCHING AN ALCOHOL DISTRIBUTION BUSINESS

Before launching an alcohol distribution company in Vietnam, foreign investors should review several practical legal issues.

First, the investor should identify the correct business model. Distribution, wholesale, retail, import, and on-premises sale are different activities and may require different licenses.

Second, the investor should review market access conditions before incorporation. Alcohol distribution involves both foreign investment rules and alcohol-specific trading regulations, so the investment structure should be planned carefully.

Third, the company should prepare warehouse documents early. The alcohol distributor must have lawful use rights over a warehouse or warehouse network with the required minimum floor area, and these documents should be consistent with the license application.

Fourth, the distribution network should be documented properly. A distributor must have a network in at least two provinces or centrally affiliated cities, with at least one wholesaler in each province or city. This should be supported by written confirmations, agreements in principle, and relevant wholesaler licenses.

Fifth, supplier agreements should be reviewed carefully. The supplier documentation should clearly identify the supplier, expected alcohol products, product scope, and supply relationship. For imported alcohol, the foreign supplier arrangement is particularly important.

Sixth, product documentation should be prepared before import or distribution. Food safety declarations, conformity documents, labels, Vietnamese sub-labels, customs documents, and product information should be reviewed early to avoid customs and market circulation risks.

Seventh, advertising and online sales should be handled cautiously. Alcohol marketing is subject to public health restrictions, age-related safeguards, and advertising rules. The company should not launch campaigns or online sales functions before reviewing applicable requirements.

Eighth, the company should plan for tax and reporting obligations. Alcohol distribution may involve special consumption tax, import duties, VAT, corporate income tax, e-invoices, and annual reporting to the licensing authority.

Overall, setting up an alcohol distribution company in Vietnam is legally feasible and commercially promising for foreign investors with strong supplier relationships and a clear distribution strategy. However, alcohol remains a highly regulated product. A clear legal roadmap can help investors reduce licensing delays, avoid import and distribution risks, comply with public health and alcohol trading regulations, and build a sustainable alcohol distribution 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.