VietnamImport-export rights vs distribution rights
In plain termsFor a foreign-invested company, “trading” is not one licence. Pure import-export (bringing goods in or out, often to other traders) is a different legal scope from distribution (selling into the Vietnamese market, including wholesale to retailers or sale to end users). Decree 09/2018 is the usual gate.
Start here — three checks
- Write the first 12 months of actual buyers: exporters, Vietnamese traders, retailers, or end users
- If any buyer is a retailer or consumer in Vietnam, treat distribution rights as in scope — not “just import-export. ”
- Check whether those goods are ordinary or conditional before you freeze the ERC business lines
Decision map
| Signal | Lock now | If skipped |
|---|---|---|
| Goods enter Vietnam and leave again, or sell only to other traders under a narrow line | Keep the model on import-export rights. Do not add retail language “for flexibility.” | Extra distribution scope triggers licences you did not staff for. |
| You will sell to Vietnamese retailers or operate a shop | Plan distribution rights and, if needed, retail-outlet licensing before the first local invoice. | Customs clearance exists, but domestic sale is out of scope. |
| Goods are conditional (pharma, food, cosmetics, fuel, and similar) | Map goods-specific permits on top of trading vs distribution. Scope choice does not skip those. | A clean trading line still fails because the product class was never licensed. |
| Website or marketplace will take orders from Vietnam customers | Treat online domestic sale as distribution risk, not as “marketing.” | The company looks like a shop while the file still says import-export only. |
| Local partner already distributes; you only want to import | Contract the import role explicitly. Do not perform their downstream sales from your company. | Your staff start selling, and the structure no longer matches Decree 09 rights. |
Common wrong movesWhere people lose time on this exact question.
- Copying “import, export, distribution, retail” into the ERC so you never have to choose.
- Assuming a customs code equals the right to sell to Vietnamese end users.
- Launching a local webshop while the investment file still describes offshore trading.
If this fails, do this nextRecovery order — not a generic legal memo.
- Stop domestic invoicing that exceeds the registered rights. Keep import-export flows that still fit.
- Re-scope: either add distribution/retail licensing, or push domestic sale back to a licensed partner.
- Rebuild business lines and any business-licence file so they match the real buyer list.
Published gapWhat we do not invent on this page.
Decree 09/2018 draws trading vs distribution vs retail. Goods-class annexes and provincial practice still vary. This page chooses the rights door. It does not invent a SKU-by-SKU licence list.
Common questions
Can a foreign investor do import-export in Vietnam without distribution rights?
Often yes if the model stays on cross-border trade and does not become domestic distribution. The moment you sell into the Vietnamese retail or end-user market, distribution rights enter the decision.
What is the difference between trading rights and distribution rights?
Trading rights cover the import-export function. Distribution rights cover putting goods into Vietnam’s domestic sale chain. They can sit in one company, but they are not automatic twins.
Does an import-export company need a business licence?
Not always. A business licence under Decree 09 is triggered by certain activities and goods, especially distribution and retail. Check the trigger page before you assume “ERC is enough.”