Legal Procedures to Enter the Vietnamese Market

Vietnam has emerged as one of Asia’s most dynamic consumer markets, with annual retail growth reaching 10–15 percent and a young population driving sustained demand for consumer goods. The opportunity is clear, but for many international SMEs, the challenge lies not in market potential—but in navigating Vietnam’s legal system.

From investment registration to business licensing and product declarations, the legal procedures to enter the Vietnamese market are often described as complex, costly, and time-consuming. Many foreign enterprises spend several months completing paperwork before their first shipment even lands. For SMEs with limited budgets and lean teams, this delay can mean losing critical market momentum.

This article outlines the key legal requirements, common pitfalls, and a faster alternative—Go2Market (G2M) Vietnam’s “Market Ready, Shelf Ready” model, which enables SMEs to operate legally and efficiently without establishing a local company.

Vietnam has emerged as one of Asia’s most dynamic consumer markets.

Vietnam: A High-Potential but Regulation-Heavy Market

Vietnam’s openness to foreign investment has positioned it as a strategic destination for regional expansion, especially in FMCG, F&B, cosmetics, and household products. Yet the regulatory landscape remains challenging.

According to data from the Ministry of Planning and Investment, while Vietnam attracted over USD 31 billion in FDI in 2024, retail and wholesale accounted for only USD 1.4 billion—a modest figure compared to manufacturing. This gap reflects how administrative complexity and legal uncertainty deter smaller investors despite clear consumer demand.

For SMEs, these legal barriers are not just bureaucratic—they can determine whether a brand succeeds or never reaches the shelf.

While Vietnam attracted over USD 31 billion in FDI in 2024, retail and wholesale accounted for only USD 1.4 billion—a modest figure compared to manufacturing.

Key Legal Procedures to Enter the Vietnamese Market

Foreign SMEs looking to sell products in Vietnam must comply with a series of interrelated approvals. Each step involves distinct agencies and documentation requirements:

Investment Registration Certificate (IRC)

The IRC is the first step for any foreign-owned enterprise. It requires proof of capital, financial capacity, and a detailed investment plan submitted to the Department of Planning and Investment (DPI). Processing time: approximately 1–2 months.

Enterprise Registration Certificate (ERC)

After obtaining the IRC, the company must register its legal entity, tax code, and corporate charter to become an official business under Vietnamese law Processing time: around 1–2 weeks.

Business License for Retail and Distribution

Foreign-owned retailers must obtain a Business License and, for physical outlets, a Retail Outlet License from the Department of Industry and Trade (DOIT). Processing time: 3–4 months. For a second outlet or beyond, authorities may require an Economic Needs Test (ENT) to assess local market demand.

Product Registration and Specialized Certificates

Depending on the category:

• Food and beverage products require approval from the Ministry of Health for food safety.

• Cosmetics must obtain a Product Notification Certificate.

• Consumer goods must be certified for quality, labeling, and conformity.

In total, completing these procedures typically takes four to six months and can cost USD 8,000–12,000, excluding marketing or staffing expenses.

The Ministry of Planning and Investment is the key authority granting investment and business licenses for foreign SMEs entering Vietnam.

The Risks Behind Administrative Complexity

The legal process can be both unpredictable and resource-intensive. SMEs often encounter:

• Delayed approval due to incomplete or inconsistent documentation.

• Regulatory misinterpretation, resulting in product seizure or administrative fines.

• Escalating fixed costs, such as office rent, legal retainers, and mandatory local representation.

• Lost timing advantage, especially in fast-moving consumer categories.

Without local expertise, even minor missteps can cause months of delay and financial loss.

The G2M Solution: “Market Ready, Shelf Ready”

To overcome these challenges, Go2Market (G2M) Vietnam offers a legally compliant market entry solution that eliminates the need for SMEs to establish a Vietnamese entity.

Under its “Local Entry under Our License” framework, G2M acts as the authorized importer and distributor, managing all legal, tax, and regulatory processes on behalf of the client.

G2M handles:

• Import licensing, customs declaration, and tax reporting.

• Product registration and labeling for F&B, FMCG, and cosmetics.

• Distribution across General Trade (GT), Modern Trade (MT), and e-commerce channels.

• Periodic sales and inventory reporting, ensuring full transparency.

Through this structure, SMEs can begin selling in Vietnam within 4–6 weeks, fully compliant with Vietnamese law, while retaining ownership of their brand and intellectual property.

The General Trade (GT) channel is one of G2M’s core strengths and a key entry route for SMEs to reach Vietnamese consumers.

Legal Assurance and Transparent Partnership

Each partnership between G2M and the client is governed by a bilingual (VN/EN) commercial contract, notarized under Vietnamese commercial law.

The contract includes:

• A Trust & Transparency Clause, which prohibits G2M from altering pricing, packaging, or distribution scope without written consent.

• The option to use an escrow account, ensuring that funds are only released upon verified sales documentation.

• Audit rights for SMEs, allowing independent verification of financial and operational data at any time.

This framework ensures that foreign SMEs can participate in Vietnam’s retail ecosystem legally, safely, and transparently.

Advantages for International SMEs

Benefit	Description
Faster market access	Begin legal sales in 4–6 weeks instead of 6 months.
Cost efficiency	No need for local office, staff, or registered capital.
Legal compliance	Operate under G2M’s fully licensed Vietnamese entity.
Financial transparency	Receive regular KPI, sales, and inventory reports.
Risk mitigation	Contractual protection and escrow mechanism.

From Legal Burden to Market Readiness

Vietnam’s consumer market offers immense opportunity—but also an intricate web of legal obligations that can slow or even halt a foreign SME’s entry. With G2M’s “Market Ready, Shelf Ready” model, businesses can bypass bureaucratic delays and launch operations in a matter of weeks.

G2M assumes the legal and administrative responsibility, allowing SMEs to focus on what matters most—building brand presence and delivering products to Vietnamese consumers.