In order to establish a foreign-invested wholesale import company in Vietnam, foreign investors (“FIs”) are first required to carry out procedures for obtaining the following two basic licenses (under VSIC code 4690 – CPC 622):

• Investment Registration Certificate (IRC);

• Enterprise Registration Certificate (ERC).

In addition, foreign investors are required to apply for a Business License prior to commencing official operations if falling under the case specified at Point b, Clause 4, Article 9 of Decree No. 09/2018/ND-CP dated 15 January 2018 of the Government, detailing the implementation of the Commercial Law and the Law on Foreign Trade Management with respect to goods trading activities and activities directly related to goods trading by foreign investors and foreign-invested economic organizations in Vietnam. Otherwise, foreign investors may commence operations immediately after being granted the IRC and the ERC.

5. Dossiers and procedures for establishing a wholesale import company in Vietnam

5.1. Procedures for obtaining the Investment Registration Certificate

a. Competent authority: The Department of Finance where the foreign investor registers the establishment of the wholesale import company.

b. Dossier: 

• A written request for implementation of the investment project, including a commitment to bear all costs and risks if the project is not approved;
• Documents proving the investor's legal status;

• Documents evidencing the investor’s financial capacity, including at least one of the following: the investor’s financial statements for the last two years; commitment of financial support from the parent company; commitment of financial support from a financial institution; guarantee of financial capacity from the investor; or other documents demonstrating financial capacity;

• A proposal for the investment project including all contents as required by law. In cases where the law on construction requires the submission of a pre-feasibility study report, the investor may submit such report in lieu of the project proposal;

• If the project does not request land allocation, land lease, or land use purpose change from the State, the application must include a copy of the land use right certificate or other documents evidencing the right to use the proposed project site;

• Explanatory content on the technology to be used in the investment project, applicable to projects subject to appraisal or consultation on technology under the law on technology transfer;

• Other documents relating to the investment project or the investor’s eligibility and capacity, as required by law (if any).

c. Procedures and steps for implementation

Step 1: Submit the application dossier

The investor shall submit one set of application documents for the issuance of the Investment Registration Certificate as guided in Point b of this Section to the investment registration authority.

Step 2: Receipt and processing of the application

The Department of Finance receives and checks the legal validity of the application:

• If the application is valid, a Receipt Slip will be issued to the applicant;

• If the application is incomplete or invalid, the receiving officer is responsible for guiding the investor to revise and resubmit the application in a timely manner.

Step 3: Notification of results

The Department of Finance shall issue the Investment Registration Certificate to the investor within 15 days from the date of receipt of a valid application, provided that the project meets the following conditions:

It is not in a sector or profession prohibited from business investment as stipulated by the Law on Investment and international treaties on investment;

The project location is clearly identified, based on a valid copy of land use right documents, a valid copy of a lease agreement, or other valid documents evidencing the right to use the site for project implementation;

The investment project is in line with applicable planning regulations as prescribed by law;

It meets the conditions on investment rate per land area as determined by the Provincial People’s Committee based on the actual conditions of the locality and approved by the Standing Committee of the Provincial People’s Council (if applicable), and the number of employees to be employed (if applicable);

It complies with market access conditions for foreign investors.

5.2. Procedures for obtaining the Enterprise Registration Certificate

​a. Competent authority: Business Registration Office – Department of Finance where the enterprise is registered for establishment.

b. Dossier:

• Application for enterprise registration;

• The company’s charter;

• List of members (for multi-member limited liability companies), or list of founding shareholders and shareholders that are foreign investors (for joint-stock companies);

• Copies of the following documents: Legal documents of the individual who is the legal representative; Legal documents of each member/shareholder (whether individual or organization) and legal documents of the authorized representative (if the member/shareholder is an organization), along with the authorization decision;
• Investment Registration Certificate.

c. Procedures and steps for implementation

Step 1: Submit the application dossier

The investor shall submit one set of application documents for the issuance of the Enterprise Registration Certificate as guided in Point b of this Section to the Business Registration Office under the Department of Finance where the investor intends to establish the wholesale import company.

Step 2: Receipt and processing of the application

After receiving the enterprise registration application, the Business Registration Office shall issue a Receipt of Application to the applicant.

Following the issuance of the receipt, the Business Registration Office shall enter all information from the enterprise registration dossier accurately and completely, verify the validity of the documents, and upload all digitized documents in the enterprise registration dossier to the National Business Registration Information System.

Step 3: Notification of results

Within 03 working days from the date of receipt of the application, the Business Registration Office is responsible for reviewing the validity of the enterprise registration dossier and issuing the Enterprise Registration Certificate; if the application is invalid, the registration authority must notify in writing the contents that need to be amended or supplemented to the enterprise's founder. In case of rejection, the authority must issue a written notice stating the reason for refusing to register the enterprise.

Step 4: Post-establishment procedures

After being granted the Enterprise Registration Certificate, the investor must carry out the following post-establishment procedures:

• Engrave the company seal;

• Prepare and display the company signboard at the registered office address;

• Register for a digital signature certificate;

• Purchase and issue electronic invoices;

• Register a corporate bank account;

• Submit initial tax declarations.

6. How much does it cost to establish a wholesale import company in Vietnam?

Each service provider will have its own fee schedule tailored to its clientele. At Phong & Partners, we offer consulting services and representation for the registration and establishment of wholesale import companies in Vietnam, with fees depending on the scope of work and the specific requirements of each investor. This approach aims to optimize costs and ensure clients’ interests are protected in every agreement.

At Phong & Partners, we provide comprehensive consulting and representation services for foreign investors in the establishment of advertising companies in Vietnam. Our flexible service fees are determined based on:

• The specific scope of work;
• The client’s detailed requirements;
• The complexity of the application and the intended business sectors.

Phong & Partners is committed to offering cost-effective, transparent solutions tailored to each investor’s financial plan, while ensuring strict legal compliance and maximum protection of clients' interests in all transactions and contracts.

​7. Where to find a trusted service provider for establishing a wholesale import company in Vietnam?

With more complex requirements and procedures compared to domestic investors, foreign investors are certain to face various challenges when establishing a foreign-invested wholesale import company in Vietnam. Therefore, to support foreign investors throughout the process of setting up a foreign-invested wholesale import company in Vietnam, Phong & Partners offers a comprehensive range of investment and business establishment services, including but not limited to the following:

• Consulting on application dossiers, conditions, and procedures for investment and business establishment in Vietnam;

• Advising on personal income tax, corporate income tax, and other tax incentives applicable to foreign investors;

• Preparing application documents for the issuance of the Investment Registration Certificate and Enterprise Registration Certificate;

• Representing clients in submitting applications and receiving results from competent state authorities;

• Providing guidance and support with initial tax registration procedures after establishment;
• Drafting standard templates such as labor contracts, probationary contracts, internal labor regulations, and financial policies…;
• Drafting and participating in the negotiation of various commercial contracts such as sales contracts, international trade contracts, and service agreements…;
• Providing legal advice and representing clients in negotiations and resolution of internal corporate disputes, commercial disputes, and other conflicts related to business operations;
• Advising and representing clients in procedures for division, separation, merger, consolidation, and conversion of enterprise types;
• Registering for trademark protection and copyright protection;
• Other related services concerning investment and enterprise operations.

​Phong & Partners has consistently earned the trust of both individual and corporate clients across various areas of legal practice. With a team of highly experienced and knowledgeable investment lawyers who are committed to staying up to date with legal developments, Phong & Partners is confident in its ability to effectively support foreign investors with all matters related to the establishment of wholesale import companies in Vietnam.

Guided by the motto "REPUTATION – DEDICATION – PROFESSIONALISM", Phong & Partners is committed to delivering dedicated, efficient, and high-quality legal consulting services for foreign investors looking to establish wholesale import companies in Vietnam.

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If you are considering establishing a wholesale import company in Vietnam, please contact Phong & Partners at 02363.822.678 or via hotline: 0905.503.678 for consultation and a detailed quotation tailored to your specific case. Phong & Partners is always ready to accompany you on your journey to enter and grow in the Vietnamese market.