Market entry into Vietnam

Market overview

Foreign businesses may enter Vietnam through direct cross-border supply, a foreign-invested enterprise, a permitted representative office, or commercial arrangements with distributors, agents, importers, and local partners. The appropriate route depends on the proposed activities, foreign-market-access conditions, ownership rules, investment project, tax exposure, staffing, imports, premises, and sector-specific approvals.

Typical entry routes

• Direct export or cross-border supply from New Zealand
• Foreign-invested limited liability company or joint-stock company
• Representative office for qualifying liaison and market-development activities
• Distributor, importer, agent, franchise, licensing, or commercial partnership
• Acquisition of shares or capital in an existing Vietnamese enterprise
• E-commerce or remote service delivery, subject to applicable Vietnamese requirements

Key regulatory issues

• Foreign-market-access conditions and ownership restrictions vary by activity and sector
• Investment registration and enterprise registration may both be required for a foreign-invested project
• Business lines should be classified and approved before operations commence
• Products may require specialised inspection, registration, certification, conformity assessment, labelling, or sector-authority approval
• Employment, work-permit, immigration, data, consumer, environmental, land, construction, and local requirements may apply
• The operating model should be confirmed before contracts, capital, staffing, imports, premises, or distribution arrangements are committed

Registrations and filings

• Investment Registration Certificate where required for the proposed foreign-invested project
• Enterprise Registration Certificate for the Vietnamese operating entity
• Post-establishment tax registration, electronic invoicing, accounting, and reporting setup
• Foreign-investment capital account and banking arrangements where applicable
• Sector licences, product registrations, specialised inspections, and local approvals
• Employer, labour, work-permit, social-insurance, environmental, construction, and premises registrations where required

Customs and trade

• Confirm the Vietnamese importer and responsibility for customs clearance
• Classify goods under the Vietnamese customs tariff and determine origin and customs value
• Identify prohibited, restricted, licensed, quota-controlled, or specialised-inspection goods before shipment
• Obtain required licences, certificates, registrations, and specialised-inspection approvals
• Prepare electronic customs declarations and supporting commercial, transport, origin, and technical documents
• Assess import duty, VAT, excise, environmental taxes, and available trade-agreement treatment
• Coordinate inspection, tax payment, release, storage, and clearance with appropriate customs and logistics providers

Tax considerations

• Assess corporate-income-tax and permanent-establishment consequences of the selected operating model
• Determine VAT, electronic-invoice, accounting, filing, and payment obligations
• Identify foreign-contractor-tax exposure for cross-border supplies and services
• Review withholding, employment, personal-income-tax, import-tax, and payroll obligations
• Consider treaty, transfer-pricing, financing, royalty, management-fee, and profit-repatriation issues
• Establish compliant invoicing, bookkeeping, tax-return, payment, reconciliation, and recordkeeping processes

Common pitfalls

• Selecting an entity before confirming foreign-market-access conditions and permitted business lines
• Assuming the Enterprise Registration Certificate alone authorises all investment and operating activities
• Beginning revenue-generating activities through a representative office
• Shipping goods before completing product registration, specialised inspection, labelling, or import licensing
• Failing to align investment, enterprise, tax, banking, customs, and accounting records
• Underestimating foreign-contractor tax, work-permit, employment, reporting, and continuing compliance obligations