SETTING UP AN IMPORT-EXPORT COMPANY IN VIETNAM FOR FOREIGN INVESTORS

SETTING UP AN IMPORT-EXPORT COMPANY IN VIETNAM FOR FOREIGN INVESTORS

Vietnam’s education sector has become increasingly attractive to foreign investors, international school operators, education groups, language training providers, and investors seeking long-term opportunities in one of Asia’s fastest-growing markets.

With a young population, rising household income, increasing demand for international education, and strong interest in bilingual, foreign-language, STEM, skills-based and high-quality private education, Vietnam offers significant potential for investors who wish to establish schools or education institutions.

However, education is not an ordinary business sector. It is a regulated field that directly affects students, families, curriculum quality, public interest and long-term social development. Therefore, investors who wish to open a school in Vietnam must carefully review both investment regulations and education-specific requirements before launching the project.

Setting up a school in Vietnam is not only about incorporating a company. Investors must also consider investment registration, school establishment approval, education operation approval, land or premises, facilities, minimum capital, curriculum, teachers, student enrollment, education quality, and ongoing compliance obligations.

Prospective clients seeking assistance with procedures for setting up an import – export 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

I. UNDERSTANDING THE LEGAL MODEL OF AN IMPORT-EXPORT COMPANY IN VIETNAM

The first step in setting up an import-export company in Vietnam is to identify the exact business model that the investor intends to operate.

An import-export company may conduct different activities, such as importing goods into Vietnam, exporting goods from Vietnam, purchasing goods from domestic suppliers for export, selling imported goods to distributors or wholesalers, supplying goods to manufacturers, or combining import-export activities with wholesale, retail, e-commerce, logistics, warehousing, or agency services.

This distinction is important because “import-export” and “distribution” are not always the same under Vietnamese regulations.

In general, the right to import allows a foreign-invested company to bring goods from overseas into Vietnam and conduct import-related activities within the permitted scope. However, if the company also wishes to sell those imported goods in the Vietnamese market, especially through wholesale, retail, agents, stores, or online channels, the investor must review whether distribution rights or additional business licenses are required. Decree No. 09/2018/ND-CP regulates goods purchase and sale activities and related activities of foreign investors and foreign-invested economic organizations in Vietnam.

For this reason, foreign investors should not simply describe the project as an “import-export company” in a general manner. They should clarify the intended product lines, suppliers, customers, sales channels, business location, warehouse use, whether goods will be sold domestically, and whether the company will conduct wholesale, retail, or e-commerce activities.

A clear business model from the beginning helps investors choose the correct investment scope, business lines, licensing pathway, and compliance strategy.

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II. CAN FOREIGN INVESTORS SET UP AN IMPORT-EXPORT COMPANY IN VIETNAM?

Foreign investors may set up an import-export company in Vietnam, subject to Vietnam’s market access conditions and product-specific regulations.

Under Vietnam’s investment regulations, foreign investors must review whether their intended business lines fall under sectors that are prohibited, restricted, conditional, or open to foreign investment. Market access conditions may include limits on foreign ownership ratio, investment form, business scope, licensing requirements, or other conditions depending on the sector.

In many ordinary import-export activities, foreign investors may establish a foreign-invested company in Vietnam. However, if the company intends to trade regulated goods or conduct distribution and retail activities, additional legal review is necessary.

For example, importing ordinary consumer goods may be different from importing alcohol, food, cosmetics, medical devices, pharmaceuticals, chemicals, supplements, machinery, or electronic products. Each product group may be subject to its own import conditions, product declaration, quality inspection, labeling, safety requirements, or specialized licenses.

Therefore, the feasibility of an import-export company depends not only on the investor’s nationality and ownership structure, but also on the exact products and trading method.

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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.

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III. SETTING UP A FOREIGN-INVESTED IMPORT-EXPORT COMPANY

For foreign investors, the establishment process usually involves two main legal stages: investment registration and enterprise registration.

Investment registration

In many cases, a foreign investor must apply for an Investment Registration Certificate before establishing the company. The application generally includes information on the investor, investment capital, project objectives, business scope, location, implementation schedule, financial capacity, and proposed import-export activities.

For an import-export project, the investment objectives should be drafted carefully. If the company intends only to import and export goods, the scope should reflect that. If the company also intends to distribute goods in Vietnam, sell to wholesalers, sell to retailers, operate physical stores, or sell online, these activities should be reviewed and included appropriately, subject to applicable licensing requirements.

The Investment Registration Certificate is an important legal document because it records the investment project of the foreign investor. If the business scope is too narrow or unclear, the company may face difficulties when expanding activities, applying for additional licenses, or working with competent authorities later.

Enterprise registration

After obtaining the Investment Registration Certificate, the investor proceeds to establish the company and obtain the Enterprise Registration Certificate.

The Enterprise Registration Certificate gives the company legal entity status in Vietnam. It records key corporate information such as company name, registered address, charter capital, legal representative, and enterprise code.

However, obtaining the Enterprise Registration Certificate does not necessarily mean that the company may immediately conduct all import-export, distribution, or retail activities. Depending on the business model and product category, the company may still need to complete additional procedures before commencing actual business.

Post-establishment procedures

After incorporation, the company should complete post-establishment procedures, including tax registration, opening bank accounts, registering digital signatures and e-invoices, contributing capital on time, preparing accounting records, displaying the company signboard, and maintaining internal corporate documents.

If the company imports or exports goods, it should also prepare for customs registration, HS code classification, import-export documentation, tax obligations, and product-specific compliance.

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IV. IMPORT RIGHTS, EXPORT RIGHTS AND DISTRIBUTION RIGHTS

One of the most important legal issues for foreign investors is the distinction between import rights, export rights, and distribution rights.

Import rights

Import rights generally allow a foreign-invested company to import goods from overseas into Vietnam in accordance with its registered business scope and applicable regulations.

However, importing goods is only one part of the process. After importation, the company must determine whether it can sell, distribute, or transfer the goods in Vietnam. Certain imported goods may be sold only to properly licensed entities or may require specific product compliance procedures before circulation.

Export rights

Export rights allow the company to export goods from Vietnam to foreign markets. This may include goods purchased from Vietnamese suppliers, goods manufactured by the company, or goods processed in Vietnam.

Export-focused companies should pay attention to supplier contracts, origin of goods, customs documentation, export duties if applicable, quality standards, product certification, and requirements of the destination market.

Distribution rights

Distribution rights are particularly important if the foreign-invested company intends to sell goods in Vietnam.

Distribution may include wholesale, retail, agency, franchising, or other sale-related activities. For foreign-invested enterprises, distribution activities may require a business license depending on the product type and activity scope. Decree No. 09/2018/ND-CP provides the legal framework for goods purchase and sale activities and related activities by foreign-invested economic organizations in Vietnam.

If the company wishes to sell directly to final consumers through physical stores, retail outlets, websites, or e-commerce platforms, retail licensing and e-commerce compliance should also be reviewed.

This is why investors should not assume that “import-export” automatically includes all forms of domestic distribution.

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V. PRODUCT-SPECIFIC COMPLIANCE BEFORE IMPORTING OR EXPORTING GOODS

Foreign investors should identify the exact goods to be imported or exported before establishing the company. Different product categories may require different procedures.

For example:

Food products may require food safety self-declaration, registration declaration, quality control, or import food safety inspection;

Cosmetics generally require cosmetic product proclamation before circulation;

Alcohol trading is subject to specific licensing requirements;

Medical devices may require classification, declaration, registration, or import compliance;

Pharmaceuticals are subject to strict sector-specific regulations;

Chemicals may require declaration, safety documentation, or import control;

Electronic products may be subject to technical standards, conformity certification, energy labeling, or other requirements;

Machinery and equipment may require inspection depending on the type and condition.

Labelling is also important. Imported goods circulated in Vietnam normally need Vietnamese labels or Vietnamese supplementary labels. Product name, origin, manufacturer, importer information, quantity, ingredients, usage instructions, warnings, technical specifications, and other mandatory information should be reviewed according to the relevant product regulations.

In practice, many import-export companies face delays because product documents are inconsistent. The product name on the invoice may not match the label, the manufacturer information may differ between documents, the HS code may be incorrectly classified, or the Vietnamese label may lack required information.

Therefore, product compliance should be reviewed before importation, not after the goods arrive at the port.

VI. PRACTICAL LEGAL CONSIDERATIONS BEFORE LAUNCHING AN IMPORT-EXPORT BUSINESS

Before launching an import-export company in Vietnam, foreign investors should review several practical legal issues.

First, the investor should identify the exact products to be traded. The licensing requirements for ordinary goods may be very different from those for food, alcohol, cosmetics, medical devices, pharmaceuticals, chemicals, or other regulated products.

Second, the investor should determine whether the company will only import and export goods or also distribute goods in Vietnam. If domestic distribution is planned, the company may need additional business licenses or retail-related approvals.

Third, the investor should prepare a realistic capital plan. Vietnamese law does not impose a universal minimum capital for all import-export companies, but the proposed capital should be suitable for the business model, import volume, warehouse costs, staffing, logistics, and operating expenses.

Fourth, the company should choose a lawful and suitable business address. If the company uses warehouses, showrooms, retail outlets, or business locations, additional registration or licensing requirements may apply.

Fifth, supplier and customer contracts should be drafted carefully. Contracts should not only cover price and payment, but also delivery terms, product quality, liability for defective goods, warranty, product recall, intellectual property, customs responsibilities, compliance documents, and dispute resolution.

Sixth, foreign investors should plan capital contribution and banking compliance. Capital contribution should be made properly and on time through the correct bank account structure where required.

Seventh, the company should prepare for post-establishment compliance. Import-export business is an ongoing compliance activity, not a one-time company registration procedure.

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.