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Open a wholesale distribution company in Vietnam

For entrepreneurs looking to start their own wholesale distributorship in Vietnam, there are basically two avenues to choose from: start your own business or buy an existing business (M&A).

Buying an existing business can be costly and may even be risky, depending on the level of success and reputation of the distributorship you want to buy. The positive side of buying a business is that you can probably tap into the seller’s knowledge bank, and you may even inherit their existing client base, which could prove extremely valuable.

The second option, start your own business, can also be costly, but it allows for a true “make or break it yourself” scenario that is guaranteed not to be preceded by an existing owner’s reputation. On the downside, you will be building a reputation from scratch, which means lots of sales and marketing for at least the first two years or until your client base is large enough to reach critical mass.

Let’s move to the legal conditions of doing wholesale business in Vietnam:


1. Scope of a wholesale business

Wholesale distribution means the activity of selling goods to wholesalers, retailers and other traders and organizations; excludes retail distribution.

Basically, you shall obtain 2 licenses, Investment Registration Certificate (“IRC”) and Enterprise Registration Certificate (“ERC”), which shows that your company has right to wholesale. Then, you can be a wholesaler of any goods which made in Vietnam and goods lawfully imported into Vietnam, except lubricant products and some special conditional goods such as cars which will be granted with right to wholesale on a case by case basis and will be subject to a Business License.


2. Licenses

In general, foreign traders shall obtain these licenses to be a wholesale distribution company:

Investment Registration Certificate

– Time: 15 working days (or more).

Note: If the original country of investor is not a member of WTO, his investment project shall need the approval of Vietnam Ministry of Industry and Trade. The IRC granted period will be extended more than 15 working days.

– Check list of documents:

Certificate of establishment or equivalence of the corporate investors (legalized by the Consulate of Vietnam and translated into Vietnamese); or passports of individual investors (notarized in Vietnam);

Documents relating to financial status of the investors: financial statement of corporate investors / A commitment to financial support of parent company or financial institution / A guarantee of the financial capacity of the investor or foreign-invested economic organization / or bank statements of individual investors;

Lease agreement or equivalence (MOU) to prove the right of the Investor to use the Project’s premise (see more details in this Article);

Dossiers (draft by law firm and signed & stamped by investors): Application for issuance of the IRC, Investment proposal, explanatory for invest project and Power of Attorney authorizing.

Enterprise Registration Certificate (“ERC”)

– Time: 5 working days (or more).

– Check list of documents:

Certificate of establishment or equivalence of the corporate investors (legalized by the Consulate of Vietnam and translated into Vietnamese); or passports of individual investors (notarized in Vietnam);

Dossiers (draft by law firm and signed & stamped by investors):  Application for issuance of the ERC, Charter, List of members/shareholders,  Power of Attorney authorizing, etc.

Register for stamp of company (online register): 3 workings day


Buy token key


Time: 1 day


Payable taxes

Corporate incomes tax, annual license tax, value added tax, excise tax, etc.

Done, your company is ready to doing wholesale business in Vietnam.


Investment registration may seem like a major step in a new business venture for many people. Like anything, it can be daunting if you haven’t done it before and you definitely to make sure that it’s done correctly. Otherwise, you may waste a lot of time and pay fines if you do mistake, even a little one.

The process is generally quite smooth if you involve a professional to help you out. Every one wants to spend less time administering their business and more time running it. In Feline Legal, with many years experience in corporate services, lawyers and accountants will assist you and provide advance with forming your company. We also complete the paperwork, register your company and follow steps after that. You can save a lot of time and enjoy good services with reasonable price

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    • fiona243 fiona243

      Glad that it helped you! If you have any question, don’t hesitate contact me. Cheers!

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