FDI Companies Importing and Distributing Goods: Layers of Conditions

A company with foreign capital that wants to import goods into Vietnam and then sell them on the market often thinks it only needs to register the right business lines. In practice, this activity also passes through additional layers of conditions specific to foreign investors, and there may be further conditions for each type of goods.

This article helps enterprises picture the layers of conditions to review before starting to import and distribute goods in Vietnam.

Layer one: import rights and distribution rights are not obtained automatically

Registering business lines (for example wholesale, retail) on the Enterprise Registration Certificate is a necessary condition, but for a foreign-invested economic organization, the exercise of import rights, export rights and distribution rights also follows separate regulations — currently Decree 09/2018/NĐ-CP (applicable through 17 October 2026) and Decree 342/2026/NĐ-CP (applicable from 18 October 2026, replacing Decree 09/2018/NĐ-CP).

The two rights that are often confused:

An enterprise may apply for both rights if it wants both to import and to distribute on its own. What to do before starting: clearly define the planned business model (importing only to wholesale to partners, or selling retail itself, or acting as an agent itself) so as to know which rights are needed.

Layer two: the Business License for goods trading activities

For certain goods trading activities and directly related activities, a foreign-invested economic organization needs a Business License issued by the competent authority, in addition to the Enterprise Registration Certificate. This is the biggest difference compared with a domestic enterprise in the same line.

The current regulation and the transition dates to remember:

• Through 17 October 2026: follow Decree 09/2018/NĐ-CP.
• From 18 October 2026: follow Decree 342/2026/NĐ-CP (issued 3 September 2026), which replaces Decree 09/2018/NĐ-CP and repeals Article 36 of Decree 146/2025/NĐ-CP.

Decree 342/2026/NĐ-CP provides detailed rules on goods trading activities and directly related activities (including certain activities on e-commerce platforms) of foreign investors and foreign-invested economic organizations, and on the conditions, dossier and procedure for issuing the Business License in Article 9. An enterprise preparing its dossier close to the 18 October 2026 milestone should ask the licensing authority directly which decree applies to its dossier.

Layer three: goods with their own sector-specific management

Beyond the general layer of import and distribution rights and the Business License, some groups of goods are also subject to sector-specific management under the separate law of each field — for example goods that must undergo quality inspection, quarantine, food safety checks, or that require a separate import license from a ministry or sector. This layer of conditions applies to every enterprise importing that product, not only to enterprises with foreign capital.

In addition, when issuing a Business License for certain retail and distribution activities, the licensing authority may need to obtain the opinion of the sector-managing ministry related to that product, depending on the provisions of the decree in force. The specific list of goods in this category needs to be checked against the document in effect at the time of preparing the dossier; this article does not list a specific catalog because the full text of the current decree needs to be read to avoid stating it wrongly or incompletely.

What to do: for each product planned for import, check separately whether it falls under sector-specific management, before factoring it into the overall import and distribution plan.

The three layers of conditions — a general picture

The three layers are independent of one another: meeting layers 1 and 2 does not mean layer 3 is done, and vice versa. Enterprises should review all three layers at the same time when planning, rather than handling one layer at a time after problems have arisen.

Why review the conditions before signing the first import and distribution contract?

In practice, many FDI companies sign purchase contracts, lease warehouses and recruit sales staff first, only to discover later that they do not yet meet the conditions to exercise distribution rights or do not yet hold the Business License for the specific activity. Common consequences:

• The goods have arrived at the port but the enterprise does not yet hold suitable import rights or distribution rights, and has to find a domestic partner to stand in as the temporary importer.
• A retail premises lease has been signed but the Business License for retail activity has not yet been obtained, so the opening has to be postponed.
• The product falls under sector-specific management but the enterprise has not yet prepared the specialized inspection dossier, delaying even the first shipment.

The order to follow is therefore: first define the business model and the specific products, review all three layers of conditions, and only then sign the commercial contracts, premises leases and staff recruitment directly tied to import and distribution activities.

The dossier usually prepared when applying for a Business License

The specific dossier components depend on the decree applicable at the time of filing (Decree 09/2018/NĐ-CP through 17 October 2026, Decree 342/2026/NĐ-CP from 18 October 2026) and the type of activity for which permission is sought. The groups of documents commonly seen that an enterprise can prepare in advance:

• The existing Investment Registration Certificate and Enterprise Registration Certificate.
• An explanation of the business model: products, sales channels (wholesale, retail, agency, franchising), planned locations.
• Documents on financial capacity and the investor’s experience in the relevant field, if the regulations require.
• For products under sector-specific management, additional documents proving the corresponding sector conditions are met.

Preparing the dossier should begin in parallel with reviewing the conditions, so that no extra time is lost waiting once eligibility has been established.

What Thái Tín can help with for FDI companies importing and distributing goods

Serving FDI enterprises in the operating stage is one of Thái Tín’s strengths. For importing and distributing goods, we:

• do a preliminary check of the planned business model (import, distribution, or both) and identify the layers of conditions to be met;
• review the planned products against the commonly encountered sector-specific management groups, so the enterprise knows what else to prepare;
• connect professional partners for the Business License dossier and the sector-specific licenses by product;
• coordinate and track progress until the enterprise is eligible to start operating.

The authority issuing the Business License and the sector-managing authorities review and decide within their competence.

You can send the products and planned business model through the contact page to have the layers of conditions to be met checked preliminarily. The content of this article is general guidance and does not replace checking the actual dossier for each product and each enterprise.

Questions and answers

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