A foreign company without a Vietnamese entity cannot clear its own goods through Vietnamese customs. That single fact shapes every market-entry conversation before it gets to product, price or label, because it decides who signs the customs declaration, whose name sits on the product registration certificate, and who is liable if something in the dossier is wrong.
The three routes, and who holds the paper
A foreign brand’s goods reach the Vietnamese market through one of three structures: an independent Vietnamese distributor acting as importer of record, a foreign-invested trading company licensed for import and distribution rights, or an appointed local partner that holds registrations on the brand’s behalf without full distribution rights.
| Route | Who is the legal importer | Who holds product registrations | Typical control for the brand |
|---|---|---|---|
| Independent Vietnamese distributor | The distributor | Usually the distributor | Set by the distribution contract; the brand does not clear customs itself |
| Foreign-invested trading company (own or joint venture) | The FIE itself, once licensed | The FIE | Higher — the brand’s own entity signs the declarations |
| Appointed local partner as importer of record only | The partner | Depends on the agreement — sometimes the partner, sometimes structured to be reassignable | Narrower than owning an FIE, broader than a pure distributorship |
None of the three is generically “best” — the right one depends on order volume, how many SKUs are involved, and how much the brand wants to hold directly versus delegate.
💬 Weighing a distributor against setting up your own entity? Send us your product list and order pattern and we will map which structure fits — contact Sunsho Trade.
Trading through a Vietnamese distributor
The fastest route to market has no import-rights licensing to obtain at all, because the Vietnamese distributor is already a Vietnamese trading entity — the brand sells to it, and it imports, registers and resells in its own name.
This is the lowest setup cost and the fastest to start, and it is why most foreign brands enter this way first. The trade-off runs the other direction: the product notification or declaration certificate is issued to the distributor, not the brand, and under the rule that runs through Vietnamese product law — covered in which declaration route your food product takes for food, and the same principle applies to cosmetics and other notified goods — a change of distributor generally means starting the registration again with the new party’s name on it. Settle in the distribution agreement, before the first dossier is filed, who is named as the registration holder, whether the manufacturer’s supporting documents may be reused by a successor, and what happens to the registration on termination.
Trading rights through a foreign-invested company
A foreign-invested economic organisation can obtain the right to export, import and distribute goods in Vietnam under Decree 09/2018/ND-CP, which removed the separate trading licence that used to gate this and folded the requirement into the investment registration and business registration process instead.
Decree 09/2018/ND-CP, guiding the Law on Commerce and the Law on Foreign Trade Management, governs how a foreign-invested company obtains export, import and distribution rights in Vietnam. Its practical effect was to fold a formerly separate trading licence into the ordinary investment and business registration process for most goods, rather than requiring a distinct approval on top. Distribution of a small number of sensitive categories — rice, sugar and a handful of other listed goods — still carries additional conditions.
This route gives the brand’s own Vietnamese entity direct control: it signs the customs declaration, it holds the product registrations, and it answers to the authorities directly rather than through an intermediary’s goodwill. It also carries the cost and time of setting up and maintaining a licensed entity, which only makes sense once volume or strategic control justifies it.
A note on currency. A draft decree to replace Decree 09/2018/ND-CP was published for comment by the Ministry of Industry and Trade in the second half of 2025, with proposed changes that would extend the scope of activities a trading-rights entity may carry out. As of the date checked below it had not been issued in final form, so Decree 09/2018/ND-CP remains the operative instrument — confirm whether the replacement has taken effect before relying on the current scope for a new licence application.
💬 Considering your own licensed entity instead of working through a distributor? Talk to us about market entry — we work both structures depending on what a brand actually needs.
An appointed partner as importer of record
Between a pure distributorship and a fully licensed trading entity sits a narrower arrangement: a Vietnam-based partner imports and holds registrations under an agreement structured so the brand keeps more control over pricing, positioning and the registration file than a standard distribution contract typically gives.
This is not a separate legal category under Decree 09/2018/ND-CP — it is a contractual structure built on top of the same underlying fact, that only a Vietnam-established party can be the legal importer. What differs from an ordinary distributorship is the scope of the agreement: which party controls pricing to the next tier, whether the brand can require the importer to reassign a registration on request, and how the relationship winds down if it ends. These points matter more than the label on the arrangement, and they are exactly what belongs in the contract rather than left to assumption.
💬 Not sure which of these three fits your volume and product mix? Sunsho Trade acts as importer of record for foreign brands entering Vietnam, and can also advise when setting up your own licensed entity makes more sense. Tell us what you are shipping.
The same rule shows up in every product category
Whichever of the three routes a brand chooses, the same underlying rule follows the goods into every product-specific procedure: the party that is legally established in Vietnam is the one whose name sits on the registration, not the foreign brand’s.
For a cosmetic, that means the notification receipt number is issued to the importer or distributor filing it, not to the brand owner abroad — set out in cosmetic product notification for imports into Vietnam. For a medical device, the classification result and the registration for circulation are filed and held the same way, covered in medical device classification for import into Vietnam. Choosing the importing structure and choosing who is named on each product’s registration are really the same decision looked at from two different documents, which is why it is worth settling the trading structure before the first product dossier is built, rather than after.
What changes with volume
Order pattern, not brand ambition, is usually what tips the decision between the three routes.
A brand testing the Vietnamese market with a handful of SKUs and irregular order volume rarely gains from licensing its own trading entity before demand is proven — the registration and compliance cost is fixed regardless of order size, so it lands disproportionately on small volumes. A brand already shipping regular container volumes across a growing SKU list starts to feel the other side of that trade-off: registration certificates sitting in a third party’s name, and pricing and positioning decisions running through an intermediary’s commercial interest as well as the brand’s own.
There is no fixed volume threshold in the law that marks the crossover — it is a commercial judgement, and it is worth revisiting once a year rather than deciding once and leaving it. A structure agreed for a first small shipment is not necessarily the right one two years and ten SKUs later.
Frequently asked questions
1. Can a foreign company clear its own goods through Vietnamese customs without a Vietnamese entity?
No. Customs clearance and product registration both require a party established in Vietnam. A foreign company works through a Vietnamese distributor, sets up its own licensed trading entity, or appoints a local partner to act as importer of record.
2. Does Decree 09/2018/ND-CP require a separate trading licence for import and distribution rights?
For most goods, no — it folded that requirement into the ordinary investment and business registration process. A short list of sensitive goods, including rice and sugar, still carries additional conditions.
3. If we switch from a distributor to our own licensed entity, do our product registrations transfer automatically?
No. Registrations are issued in the name of the party that filed them. Moving to a new importer, including your own new entity, generally means filing a fresh registration under the new party’s name, with the technical file and test data carried over where the manufacturer’s documents allow it.
4. Is a replacement for Decree 09/2018/ND-CP already in force?
Not as of the date checked below. A draft was published for comment in the second half of 2025; confirm whether it has been issued and taken effect before relying on its proposed scope.
5. Which route is cheapest to start with?
Working through an existing Vietnamese distributor has no licensing cost of its own, since the distributor is already a registered Vietnamese trading entity. The trade-off is less direct control over pricing, positioning and the registration file than a brand’s own licensed entity would give.
Sources: Decree 09/2018/ND-CP (english.luatvietnam.vn, vanban.chinhphu.vn); Ministry of Industry and Trade draft replacement decree, published for comment September 2025. Checked on 25 September 2026.