Import export company in Vietnam – is 100% foreign ownership allowed in this sector?
Vietnam has emerged as one of Southeast Asia’s most dynamic trading hubs, supported by a strong network of Free Trade Agreements (FTAs) including CPTPP, EVFTA, UKVFTA, and RCEP. These agreements provide preferential tariff rates, streamlined market access, and enhanced supply chain efficiency for both import and export activities. Combined with modern logistics infrastructure such as the deep-water ports at Cai Mep-Thi Vai and Cat Lai, along with expanding international airports, Vietnam offers foreign investors an ideal gateway to establish an import export company in Vietnam.
In 2026, the Law on Investment 2025 (effective from March 1, 2026, with conditional business lines from July 1, 2026) introduces significant improvements, including an optional ERC-first pathway and a substantial reduction in conditional sectors. This guide provides a clear, up-to-date roadmap for setting up a 100% foreign-owned (FDI) import-export company in Vietnam, covering the legal framework, licensing steps, post-incorporation compliance, tax obligations, and practical FAQs.
1/ Legal Framework for Import Export Company in Vietnam
Vietnam’s investment regime for foreign direct investment (FDI) in trading activities is based on the Law on Investment 2025, the Law on Enterprises 2020 (as amended), and the Law on Foreign Trade Management 2017. Since its WTO accession in 2007, Vietnam has progressively liberalized trading rights and grants national treatment to properly registered foreign-invested enterprises (FIEs).
Key features under the 2025 Law include:
- 100% foreign ownership permitted for most general trading, import, and export activities.
- Trading rights automatically granted through registered business lines (VSIC codes) in the IRC and ERC, allowing import and export of non-prohibited goods.
- Reduction of approximately 38 conditional business lines and revision of another 20 sectors (effective July 2026), making the setup process more investor-friendly.
- Optional ERC-first approach: Eligible investors can incorporate the company before obtaining the Investment Registration Certificate (IRC), with the IRC to be secured within 12 months.
Understanding Trading Rights: Import, Export, and Distribution
Import export company in Vietnam – clear differentiation helps prevent common compliance issues:
- Export rights: Allow purchasing goods domestically and exporting them. FDI companies generally enjoy this without additional licensing for non-restricted items.
- Import rights: Permit bringing goods into Vietnam for resale, processing, or internal use, in line with the registered business scope.
- Distribution rights (wholesale/retail): More strictly regulated and may require additional approval from the Department of Industry and Trade (DoIT), especially for certain consumer goods. Pure import-export operations typically do not need full distribution rights.
Accurate registration of VSIC codes and project objectives is essential to avoid customs delays or operational restrictions.
2/ Step-by-Step Licensing Process for FDI Import Export Company in Vietnam
The licensing process has become more flexible in 2026. The traditional route is IRC → ERC, but the new optional ERC-first path accelerates initial incorporation for qualifying projects. The overall timeline is typically 4–8 weeks, handled mainly by the provincial Ministry of Finance.
Foreign investors are required to obtain two key certificates before operating a business, including an import export company in Vietnam.
Step 1: Securing the Investment Registration Certificate (IRC)
The IRC approves the investment project, including capital, location, objectives, and business lines.
Required documents include:
- Application form for investment registration.
- Detailed investment project proposal (business activities, capital sources, and timeline).
- Proof of the investor’s financial and legal capacity (bank statements, audited accounts, or commitments; passports and business documents must be consular legalized and translated into Vietnamese).
- Proof of business address (lease agreement or ownership documents).
Processing time: Approximately 5-7 weeks for standard projects (longer for conditional cases).
The IRC serves as the legal foundation for company formation and trading rights.
EXPLORE SET UP COMPANY SERVICES
Step 2: Obtaining the Enterprise Registration Certificate (ERC)
Apply for the ERC via the National Business Registration Portal to establish the legal entity and obtain a tax code.
Key documents: import export company in Vietnam
- Copy of IRC (if applicable).
- Company charter.
- List of members/shareholders and legal representative details.
- Power of attorney (if needed).
Processing time: 7 – 10 working days.
The ERC enables opening a Direct Investment Capital Account (DICA), signing contracts, and starting preparatory operations.
>>> Reference: Essential Step For Setting Up a Company in Vietnam| Trading Businesses
Step 3: The Mandatory “Business License” for Trading Activities
For pure import export company in Vietnam, no separate general trading license is required beyond properly registered business lines in the IRC/ERC, thanks to Vietnam’s WTO commitments. Trading rights are embedded in these certificates.
However, attention is needed in the following cases:
- Distribution/wholesale activities: May require a specific Business License for goods trading and related activities from the Department of Industry and Trade (DoIT).
- Restricted or conditional goods (e.g., rice, sugar, petroleum, tobacco, certain chemicals): Additional permits or quotas from relevant ministries are mandatory.
- Post-setup: Register for a customs code if engaging in frequent import/export operations.
Always cross-check HS codes against the latest prohibited and restricted lists (updates to Decree 69/2018/ND-CP and its successors). Many investors overlook the DoIT sub-license when distribution elements are involved, leading to compliance gaps.
3/ Essential Post-Incorporation Compliance & Tax Planning
After obtaining the licenses, the focus shifts to operational readiness and risk mitigation.
Capital Contribution Rules (The 90-Day Deadline)
Investors must fully contribute the registered charter capital within 90 days from the date of ERC issuance (excluding time for asset transportation, import, and ownership transfer). Failure to meet this deadline may result in administrative fines, blocked bank transactions, or requirements to adjust the charter capital. Choose a realistic capital level that matches your anticipated trade volume. All capital contributions must be made through the dedicated DICA.
Overview of Tax Planning
- Corporate Income Tax (CIT): Standard rate of 20%. Preferential rates (10% for 15 years or 17% for 10 years) and exemptions are available for encouraged sectors, locations, or export-oriented projects.
- Value-Added Tax (VAT): 0% on exports (with possible refund of input VAT); standard 10% or reduced rates on imports and domestic sales.
- Import/Export Duties: Preferential or zero rates under FTAs, with exemptions on machinery and equipment for qualifying projects.
Early tax planning helps optimize cash flow, especially for export-focused businesses.
4/ Key Taxes FDI Trading Companies in Vietnam Must Comply With
FDI trading companies must comply with the following key taxes:
- VAT: Charged on imports (creditable or refundable for exporters); 0% rate on qualified exports.
- CIT: 20% on taxable profits, with available incentives and 5-year loss carry-forward.
- Personal Income Tax (PIT): Progressive rates from 5% to 35% on employee salaries, plus withholding on certain foreign payments.
- Import/Export Duties: Calculated based on HS codes and applicable FTAs — critical for profit margin planning. Restricted goods may be subject to quotas or special taxes.
- Foreign Contractor Withholding Tax: Applies to payments for overseas services (combined CIT + VAT).
Maintaining accurate accounting records is essential for claiming VAT refunds and duty exemptions. Audits and customs inspections are common, so robust bookkeeping is highly recommended. For specific goods such as petroleum or rice, additional excise or consumption taxes may apply.
>>> Download Vietnam Tax Handbook For Investor
5/ FAQ: Frequently Asked Questions about Setting Up an Import Export Company in Vietnam
> What is the minimum capital requirement?
There is no statutory minimum capital for general trading companies. However, the charter capital should be realistic and sufficient for the intended business scale. Typical starting amounts range from USD 20,000 to USD 100,000 or more, depending on operations.
> How long does the entire licensing process take?
Usually 6–8 weeks for obtaining the business license for import–export activities. Additional time is required for restricted goods or distribution rights.
> Which items are restricted or prohibited?
Prohibited items include weapons, explosives, and certain used consumer goods. Restricted items (requiring special licenses or quotas) include rice, petroleum products, tobacco, sugar, certain chemicals, and cultural products. FDI companies often face limitations when exporting rice or trading petroleum.
> Do I need a physical office or warehouse?
A registered business address is mandatory. Virtual offices have certain limitations; however, at the initial stage, you may use a virtual office to complete the company registration before securing a suitable physical location.
Warehousing requirements will depend on your specific business model.
> Can business lines be amended later?
Yes, you can amend or add business lines later. This process requires approval from the licensing authority.
6/ Conclusion & Strategic Consultation Offer for Import Export Company in Vietnam
In 2026, establishing an import export company in Vietnam has never been more accessible, thanks to the streamlined Law on Investment 2025, strong FTA benefits, and excellent logistics infrastructure. By properly following the IRC and ERC process, registering accurate trading rights, meeting the 90-day capital contribution deadline, and maintaining tax compliance, foreign investors can successfully enter one of Asia’s most promising trade markets.
However, nuances related to conditional goods, distribution rights, and post-setup obligations still require careful attention to avoid unnecessary delays or penalties.
Our specialized Vina TPT legal team provides comprehensive support for FDI company formation, licensing, tax optimization, and ongoing compliance tailored specifically for import export businesses in Vietnam.
Contact Vina TPT today for a personalized consultation and turn your import-export ambitions into a compliant and profitable operation in Vietnam.
(This guide is based on regulations as of April 2026. Laws and implementing decrees may be updated — please consult official authorities or qualified legal and tax advisors for your specific situation.)
