Vietnam Holding Models: Distributor, Third-Party MAH or Own Company
Updated: 2026-11-05 · GRZAN Regulatory Team · Verification date 2026-10-20
Q: Which registration-holding models exist in Vietnam?
A: Three:
- Distributor-held — a Vietnamese distributor acts as MAH and holds the circulation number;
- Independent third-party MAH — a specialist regulatory entity that does not distribute holds the certificate and issues import authorisations to several distributors;
- Own Vietnamese company — the manufacturer establishes a local legal entity that holds the certificate and trades in its own right.
Q: What is the problem with distributor-held registration?
A: The core problem is that the registration certificate is tied to the commercial relationship. There are three consequences. (1) Changing distributor means amending the registration certificate, through the holder-change procedure, and depends on whether the outgoing distributor cooperates in issuing a release letter. (2) With the distributor holding both the certificate and the distribution rights, the manufacturer loses leverage over price, channel and inventory. (3) In a dispute, the circulation number sits in the other party’s name and the manufacturer is at a disadvantage.
Q: What are the advantages of an independent third-party MAH?
A: It decouples holding from distribution. The MAH holds the circulation number and issues import authorisations to multiple distributors (Article 47(2) of Decree 98); the manufacturer can add, remove and replace distributors freely without touching the registration certificate. This is where Vietnam is more flexible than Indonesia: Indonesia’s LoA and single-holder constraints are tighter, while in Vietnam the holder may authorise an unlimited number of importers and distributors.
Q: Is setting up a Vietnamese company worth it?
A: It depends on SKU count and market commitment. A company carries registration costs, staff (Article 40 technical staff), warehousing (Article 40 storage conditions), tax and annual compliance costs; the benefit is full autonomy with no third-party dependency. The rough dividing line: where SKUs are numerous and a long-term presence is planned, setting up is worth it; at the testing stage or with very few SKUs, start with an independent MAH.
Q: What additional restrictions apply to foreign-invested companies?
A: Yes, at the retail stage. Under Article 5.1(a) of Decree 09/2018/NĐ-CP, a foreign-invested enterprise (FDI) engaged in retail distribution of goods must obtain a trading licence for retail distribution. FDI status covers: (1) a foreign investor as shareholder or owner; (2) more than 50% of charter capital held by another entity that is itself more than 50% foreign-owned; (3) more than 50% of charter capital held by a foreign investor and that entity together. A Vietnamese company with any retail activity therefore needs a separate assessment of that licence.
Practical note: when choosing a model, ask only one question: “What will it cost me to change distributor in three years?” The model with the lightest answer is the right one. For most overseas manufacturers the answer is the independent third-party MAH, which cuts the cost of switching channel from “amending the registration certificate (months, plus the other party’s cooperation)” to “issuing one authorisation letter (days)”.
Verification checklist (26 October 2026): (1) Decree 98/2021/NĐ-CP, Article 2.5 (a Product Owner may authorise another party to hold the certificate); (2) Decree 98/2021/NĐ-CP, Articles 25, 26 and 27 (LoA); (3) Decree 98/2021/NĐ-CP, Article 47(2) (the holder issues import authorisations); (4) Decree 96/2023/NĐ-CP, Article 147 (priority processing for holder changes); (5) Decree 09/2018/NĐ-CP, Article 5.1(a) (foreign-invested retail distribution licence).
Disclaimer
Prepared by GRZAN from publicly available regulation. It is provided for general information only and does not constitute legal advice. Legislation and official fees are subject to change by the competent authority.
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