A distribution right (quyền phân phối) is the right to directly carry out distribution activities in Vietnam — wholesale, retail, commercial agency, or franchising. Under Decree No. 09/2018/ND-CP, it is a distinct legal concept from the right to import or export goods, and exercising it is what can trigger the Business License requirement for a foreign-invested economic organization.
Foreign investors frequently assume that import/export rights and distribution rights are the same thing, or that one automatically includes the other. They do not. Each right, and each distribution activity within it, should be assessed separately against Vietnam's applicable market-access framework.
At a glance
| Item | Content |
|---|---|
| What it is | The right to directly carry out distribution activities — wholesale, retail, commercial agency and franchising — in Vietnam. |
| Legal basis | Decree No. 09/2018/ND-CP, Article 3(4)–(6) and Article 5, and applicable treaty commitments. |
| Distinct from | Import rights and export rights, which are separately defined and do not by themselves include distribution rights. |
| Covers | Wholesale, retail distribution, commercial agency for the sale of goods, and commercial franchising. |
| Licensing trigger | Exercising certain distribution rights may require a Business License, depending on the activity and goods involved. |
1. What Is a Distribution Right?
Under Article 3(5) of Decree 09/2018/ND-CP, a distribution right is the right to directly carry out distribution activities. Article 3(4) defines distribution as encompassing four activities: wholesale, retail, commercial agency for the sale of goods, and commercial franchising.
A distribution right is therefore not a single, undifferentiated permission to "sell goods" — it is a category covering several distinct commercial activities, each of which may be subject to different market-access conditions and licensing requirements.
2. Distribution Right vs Import Right vs Export Right
These three rights are commonly confused, but Decree 09/2018/ND-CP defines each separately, and having one does not mean an enterprise automatically holds the others.
| Right | What It Covers |
|---|---|
| Export right (Art. 3(2)) | The right to purchase goods in Vietnam for export, including the right to be named on the export customs declaration. |
| Import right (Art. 3(3)) | The right to import goods from abroad into Vietnam for sale to a trader that holds the distribution right for those goods, including the right to be named on the import customs declaration. It does not include the right to organize or participate in a distribution system in Vietnam, unless Vietnamese law or an applicable treaty provides otherwise. |
| Distribution right (Art. 3(4)–(5)) | The right to directly carry out wholesale, retail, commercial agency, or franchising activities in Vietnam. |
An enterprise holding only an import right can bring goods into Vietnam and sell them to a distributor — but, absent a separate distribution right, it generally cannot itself sell those goods onward through a distribution system. This distinction is a common source of structuring errors for first-time market entrants.
3. The Four Distribution Activities
Under Article 3(4), "distribution" covers four activities, each with its own commercial and regulatory profile:
Wholesale
Selling goods to wholesale traders, retail traders, and other traders or organizations — excluding retail sales to end users. See Article 3(6).
Retail
Selling goods directly to end users. See our full guide to retail distribution in Vietnam.
Commercial agency
Acting as a commercial agent for the sale of goods on behalf of a principal, within the scope regulated under the applicable framework.
Franchising
Commercial franchising arrangements for the distribution of goods, subject to Vietnam's franchise regulations in addition to the trading framework.
4. Does Exercising a Distribution Right Require a Business License?
It depends on the specific activity and goods. Under Article 5 of Decree 09/2018/ND-CP, a Business License is required for certain distribution-related activities, including:
- Exercising the retail distribution right for goods generally (
Art. 5(a)). - Exercising the import right and wholesale distribution right for specified goods such as lubricants (
Art. 5(b)). - Exercising the retail distribution right for specified non-committed goods such as rice, sugar, recorded media, books, newspapers and magazines (
Art. 5(c)).
Wholesale distribution of goods generally accessible under Vietnam's market-access commitments, by contrast, may not itself require a Business License — the requirement is activity- and goods-specific. See the complete framework in Business License in Vietnam.
5. Distribution Rights and Market Access
Whether a foreign investor may exercise a given distribution right for a given category of goods depends on Vietnam's applicable market-access commitments, the investor's treaty status, and any goods-specific restrictions. A distribution right should therefore be assessed as: investor → treaty status → activity → goods → market access → licensing requirement.
See market access and foreign ownership limits in Vietnam for the underlying framework.
6. Common Issues
1. Assuming Import Rights Include Distribution Rights
Why it happens: the enterprise treats "bringing goods into Vietnam" and "selling goods in Vietnam" as a single right.
Consequence: the enterprise may lack the legal basis to operate its own distribution system, requiring restructuring or an additional licensing step.
2. Treating "Distribution" as a Single Undifferentiated Activity
Why it happens: the business model mixes wholesale, retail and agency activities without assessing each separately.
Consequence: the licensing analysis is incomplete, and one or more activities may be conducted without the required authorization.
3. Goods Not Mapped Against the Distribution Activity
Why it happens: the same distribution-rights analysis is applied to all goods, without checking product-specific restrictions.
Consequence: goods subject to specialized conditions (such as those under Article 5(b) or (c)) may be distributed without the required Business License.
Rights mapped before the business model is built
- ✓We Separate Import, Export and Distribution Rights
We assess each right independently rather than assuming one includes another.
- ✓We Map Each Distribution Activity
Wholesale, retail, agency and franchising are assessed separately against market access and licensing rules.
- ✓We Map Goods Against the Activity
We identify goods-specific restrictions before the licensing strategy is finalized.
- ✓We Coordinate With the Full Licensing Chain
We manage distribution-rights analysis as part of the full Business License and retail licensing sequence.
Distribution Rights FAQ
Is a distribution right the same as an import right?
No. An import right allows an enterprise to bring goods into Vietnam for sale to a trader holding the relevant distribution right; it does not by itself include the right to organize or participate in a distribution system in Vietnam.
Do I need a Business License to exercise a distribution right?
It depends on the specific activity and goods. Certain distribution activities — such as retail distribution generally, or wholesale/import of specified goods like lubricants — require a Business License under Article 5 of Decree 09/2018/ND-CP; others may not.
Does wholesale distribution require the same licence as retail?
Not necessarily. Wholesale and retail are distinct activities under Article 3(4), and the applicable licensing requirement depends on the specific activity and goods involved.
Can a foreign investor act as a commercial agent without a distribution right?
Commercial agency is itself one of the four activities that constitute "distribution" under Article 3(4), so it should be assessed under the same distribution-rights framework as wholesale, retail and franchising.
Does franchising require a separate approval from distribution rights?
Commercial franchising is included within the statutory definition of distribution, but franchise arrangements are also subject to Vietnam's separate franchise-specific regulations in addition to the trading framework.