Navigating Trading Models and Licensing Pathways for Wholesale and Retail Operations in Vietnam in 2026

Vietnam’s growing consumer economy is creating significant opportunities for international brands, manufacturers and distributors. In the first half of 2026, total retail sales of goods and consumer services reached approximately VND 3,889.5 trillion, representing year-on-year growth of 12.9%.

However, establishing a wholesale or retail business in Vietnam requires more than incorporating a company and identifying potential customers. Foreign investors must ensure that their corporate structure, registered activities, distribution channels and products are aligned with Vietnam’s investment and trading regulations before commencing sales.

Alitium’s latest publication, Establishing Wholesale and Retail Operations in Vietnam: Navigating Trading Models and Licensing Pathways in 2026, provides a practical overview of the principal legal and licensing considerations for foreign-invested enterprises entering Vietnam’s trading market.

Understanding the distinction between wholesale and retail

One of the first decisions for a foreign investor is whether its proposed business will be classified as wholesale, retail or a combination of both.

Wholesale generally involves selling goods to distributors, retailers, manufacturers or other commercial customers for resale or use in their business or production activities. Retail generally involves selling goods to end-users for their own use or consumption.

The distinction is not always determined by whether the customer is a company or an individual. The intended use of the goods can be equally important. For example, supplying raw materials to a manufacturer may constitute wholesale, while supplying finished goods to a company for its internal consumption may be treated as retail.

This classification can materially affect the activities that must be registered, whether a Trading Licence is required and the regulatory procedures that must be completed before operations begin.

Establishing the appropriate Vietnam entity

A foreign investor wishing to conduct wholesale or retail activities directly in Vietnam will generally need to operate through a Vietnam-incorporated entity with the appropriate trading activities registered.

Depending on the investor’s existing structure, this may involve establishing a new foreign-invested enterprise or adding the relevant activities to an existing company. Subject to applicable market-access conditions and the products concerned, the entity may generally be established as a wholly foreign-owned enterprise.

The company’s registered business scope should reflect both the proposed trading model and the categories of goods to be sold. Where wholesale and retail activities will both form part of the business, each should be properly addressed from the outset.

An incomplete or incorrectly defined business scope can lead to amendments, duplicated procedures and delays before the company can begin commercial operations.

When is a Trading Licence required?

The licensing position differs significantly between wholesale and retail operations.

A foreign-invested enterprise carrying out retail sales must generally obtain a Trading Licence from the relevant provincial Department of Industry and Trade before commencing those activities. This requirement applies irrespective of whether sales are conducted through a physical outlet, an online channel or another retail model.

For wholesale activities, a separate Trading Licence is generally not required for ordinary goods once the enterprise has been established and the appropriate wholesale activities have been registered. An important exception applies to the wholesale distribution of lubricants, for which a Trading Licence is required.

Resolution No. 19/2026/NQ-CP, effective from 29 April 2026, temporarily simplified aspects of the licensing framework, including removing the previous requirement for applicants to demonstrate a satisfactory financial plan. These temporary measures are scheduled to remain effective until 28 February 2027 unless replaced earlier.

Nevertheless, the authorities may continue to assess whether a proposed business is commercially and operationally viable. Investors should therefore remain prepared to support their applications with clear and consistent information about the intended business model.

Additional requirements for retail channels

Obtaining a Trading Licence does not automatically authorise every retail channel.

Each physical retail store established by a foreign-invested enterprise must generally obtain a separate Retail Outlet Establishment Licence before opening. The requirements vary depending on whether the premises will be the enterprise’s first outlet, an exempt subsequent outlet or a subsequent outlet subject to an Economic Needs Test.

Location is an important consideration. The authorities may assess whether the proposed premises are consistent with local planning and, for certain subsequent outlets, consider their potential effects on the surrounding market, traffic, environmental conditions and fire safety.

Different procedures apply to e-commerce. A foreign-invested enterprise operating its own website or application with an online ordering function must generally complete the required e-commerce notification procedure. It must also comply with requirements relating to consumer protection, personal data, product information and electronic transactions.

Where products are sold through an established third-party marketplace, the platform operator will generally be responsible for platform-level registration. The seller remains responsible for its own product, invoicing, tax, consumer protection and data-related obligations.

Product-specific approvals and restrictions

Corporate and trading licences do not necessarily mean that every proposed product can immediately be imported and sold.

Many ordinary consumer goods do not require a specific pre-market approval, although requirements concerning product quality, labelling, origin and customs clearance will continue to apply.

Other categories are more heavily regulated. Depending on the product, businesses may need to complete declarations, registrations, conformity procedures or sector-specific approvals. Foods, health supplements, cosmetics, medical devices and pharmaceuticals are prominent examples.

Certain goods are also subject to restrictions or special conditions for foreign-invested distributors. These include particular tobacco products, printed materials, recorded media, pharmaceutical products, rice, sugar and some petroleum products. The precise treatment varies between product categories and should be considered alongside the proposed importation, wholesale and retail activities.

Developing one coordinated market-entry roadmap

Vietnam’s trading framework is continuing to evolve. Proposed amendments to the Investment Law and a planned replacement for Decree No. 09/2018/ND-CP may result in further changes to the regulation of foreign-invested trading activities. Until those reforms are formally adopted, investors must continue to comply with the current framework.

The most effective approach is to treat incorporation, business activity registration, trading licences, retail outlet approvals, e-commerce procedures and product clearances as parts of a single market-entry roadmap.

Alitium’s publication explains these requirements and the practical sequencing considerations for foreign investors planning wholesale, retail or combined trading operations in Vietnam.

Download the full publication <here> to explore the applicable licensing pathways, distribution models and key considerations for establishing a trading business in Vietnam in 2026.

Alitium supports foreign investors with market-entry planning, investment structuring, company establishment, trading licences and ongoing legal, tax and compliance requirements. To discuss establishing or expanding your business in Vietnam, contact the Alitium team at vietnam@alitium.com

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This guide is intended to provide an overview of recent updates and announcements. While it aims to present useful insights, it is important to note that the content shared here should not be considered as formal legal, tax or financial advice. For specific guidance on tax obligations or legal matters related to your business, we strongly recommend consulting with a qualified professional, such as a tax advisor or legal expert, or directly reach out to us.

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