A monumental shift has arrived for foreign investors looking to setup company in Vietnam within the food and beverage sector. Effective from July 1, 2026, the Vietnamese Government officially implemented Resolutions 66.17/2026/NQ-CP and 66.18/2026/NQ-CP. These resolutions introduce groundbreaking administrative reforms, most notably removing wine distribution from the strict list of conditional business investment sectors.
Why must you care about these changes?
The barrier to market entry has just been significantly lowered, allowing your business to commence operations in a fraction of the time. However, this ease of entry comes with a critical pivot: a transition from initial licensing hurdles to rigorous ongoing operational scrutiny.
In this article, we will break down exactly how these legal updates alter the incorporation process, what the new regulations mean for your wine wholesale or wine retail in Vietnam, and the essential compliance strategies you must adopt to thrive.
Key Takeaways
Before diving into the detailed legal anatomy, here are the core objectives and insights you will gain from this article:
- The Paradigm Shift: Understanding the transition from “Pre-check” to “Post-check” compliance.
- Accelerated Setup Process: A clear 5-step roadmap to establish a wine distribution company without traditional sub-licenses.
- Importing & Retail Basics: Essential paperwork and procedures for bringing wine into the Vietnamese market.
- Ongoing Compliance: Crucial annual reporting, labor obligations, and post-inspection document preparation.
The Core Changes to Set up a Wine Distribution Company
What new changes alter the process to set up a wine distribution company in Vietnam?
The fundamental change introduced by Resolutions 66.17/2026/NQ-CP and 66.18/2026/NQ-CP is the elimination of the “sub-license” (giấy phép con) requirement for wine trading. Previously, under Decrees 105/2017/ND-CP and 17/2020/ND-CP, companies often experienced significant delays in obtaining Distribution, Wholesale, or Retail Licenses.
Today, the regulatory framework has shifted from a “Pre-check” (Tiền kiểm) model to a “Post-check” (Hậu kiểm) model. While these exact terms are not explicitly written in the legal text, they represent the practical reality for legal practitioners and business owners.
“Pre-check” meant proving you met all conditions before entering the market.
“Post-check” means you are granted faster access to the market, but the government will strictly monitor your ongoing operations through mandatory reporting and sudden inspections. The underlying conditions for doing business—such as food safety and clear sourcing—have not disappeared; they have simply been deferred to the operational phase.
The New 5-Step Setup Process of a Wine Distribution Company
What are the steps to set up a wine distribution company after July 1, 2026?
Historically, the process was a marathon: obtaining an Investment Registration Certificate (IRC), an Business Registration Certificate (BRC), and then enduring a lengthy application for specialized wine trading sub-licenses. With the new resolutions, the timeline is drastically reduced. Here is the streamlined 5-step process:
- Investment Registration Certificate (IRC): Foreign investors must still obtain an IRC to prove the legitimacy of their investment project in Vietnam. Can a foreigner fully own a company in Vietnam? Yes, for a trading company, 100% foreign ownership is completely permitted.
- Enterprise Registration Certificate (BRC): Following the IRC, you register your corporate entity and receive your BRC, officially creating your company.
- Basic Compliance Setup: Instead of applying for a wine distribution license, your company must ensure compliance with applicable fire safety, food safety, and operational requirements depending on the nature of its activities.
- Customs and Tax Registration: Registering with the local tax authority to handle VAT and the Special Consumption Tax (which applies heavily to alcoholic beverages), alongside setting up customs profiles for importation.
- Market Operations & Post-Check Readiness: You can commence trading immediately. However, you must establish an internal system to handle the impending post-check reporting requirements.
Requirements to Set up a Wine Distribution: Pre-July vs. Post-July 2026
| License / Document Type | Before July 1, 2026 (Pre-Check) | After July 1, 2026 (Post-Check) |
| Basic Corporate Setup (IRC & BRC) | Mandatory before any operations | Mandatory before any operations |
| Wine Distribution License (Required for importing directly and selling to wholesalers across 2+ provinces) | Mandatory application required before trading | Abolished (Can trade post-BRC immediately) |
| Wine Wholesale License (Required for purchasing from distributors and selling to retailers within a single province) | Mandatory application required before trading | Abolished (Can trade post-BRC immediately) |
| Wine Retail License (Required for selling directly to final consumers at a specific physical location) | Mandatory application required before trading | Abolished (Can trade post-BRC immediately) |
| Food Safety Certificate | Must be submitted in the sub-license application dossier | Must be maintained on-site for sudden inspections |
| Fire Safety & Environmental Approvals | Must be submitted in the sub-license application dossier | Must be maintained on-site for sudden inspections |
| Product Quality Self-Declaration | Required for sub-license approval and customs clearance | Required for customs clearance and on-site audits |
Importing and Retail Requirements
If I want to import wine into Vietnam and run a retail business, will the new regulation affect the process?
The answer is no.
For businesses acting as a B2B business in Vietnam or engaging directly with consumers (B2C), the importation phase remains highly regulated to ensure public health. To import wine, your trading company in Vietnam must prepare a meticulous dossier. This includes a Customs Declaration, a Certificate of Free Sale (CFS) from the exporting country, and most importantly, a Food Safety Self-Declaration (Tự công bố sản phẩm).
Once the wine clears customs, engaging in wine retail in Vietnam no longer requires the specialized Retail License. However, you must possess a physical location that strictly adheres to local zoning laws, fire safety regulations, and food safety standards. Your retail outlet must also clearly display the origins and mandatory labels of the imported goods. Imported wines must comply with Vietnamese labeling regulations, including supplementary Vietnamese labels before being circulated on the market.
Businesses should maintain complete traceability records, including customs declarations, invoices, certificates of origin, and other supporting documents.
Operational Compliance and Enterprise Responsibilities
During operations, what regulations must a wine distribution company comply with?
Operating under a post-check system means your administrative duties are ongoing. Companies must submit annual reports detailing their wine business activities (import volumes, sales, inventory) to the local Department of Industry and Trade, typically with a strict deadline of January 20th each year.
Furthermore, as an employer, you have strict obligations regarding your workforce. You must ensure full compliance with labor laws, which includes paying mandatory Social, Health, and Unemployment Insurance for your staff. Foreign employees must comply with applicable immigration and employment requirements, including work permits or exemption procedures where applicable.
Additionally, any changes to your corporate structure—such as altering your registered business address, temporarily suspending operations, opening a new branch, or changing your legal representative—must be promptly updated with the Department of Planning and Investment to maintain your legal standing.
Advertising and Marketing Compliance
Businesses must comply with Vietnam’s restrictions on the advertising, promotion and sponsorship of alcoholic beverages. Marketing activities should be reviewed carefully to ensure compliance with applicable regulations.
Post-Inspection Documentation
If my company is subjected to a post-check inspection, what documents must I prepare?
The elimination of sub-licenses is a massive leap forward for market accessibility, meaning you do not have to sacrifice business opportunities while waiting for government approvals. However, this is not a deregulation of standards. During a “post-check” inspection by market surveillance or health authorities, your company must prove it inherently meets all business conditions.
You must be ready to present a comprehensive audit trail. Documents you may be required to produce include (but are not limited to):
- Proof of employee compliance, including Social Insurance contribution receipts, other applicable labor-related contributions, and labor contracts.
- Complete import dossiers, customs clearance documents, and Certificates of Origin to prove the wine is not smuggled or counterfeit.
- Product Quality Self-Declarations (Công bố sản phẩm) and valid Food Safety Certificates for your storage and retail facilities.
- Valid lease agreements for your registered headquarters and warehouses.
Setting up Your Company and Staying in Compliance with VNBG
In summary, Resolutions 66.17/2026/NQ-CP and 66.18/2026/NQ-CP represent a historic easing of market entry for wine distributors in Vietnam. By removing the need for specialized sub-licenses, the government has shifted the landscape from a tedious “pre-check” system to a dynamic “post-check” environment. You can start faster, but you must operate smarter.
At Vietnam Business Gateway (VNBG), we are not just a matchmaker; we are your operational arm and partner from day one. We bridge the gap between international ambitions and local realities. Whether you are asking how to set up a company in Vietnam or seeking to outsource your HR and payroll to ensure flawless labor compliance, VNBG provides an all-in-one solution.
Don’t let the complexities of post-check compliance distract you from growing your sales. Leverage our compliance-first, cost-effective incorporation and corporate secretarial services to ensure your business remains secure, transparent, and primed for success in the Vietnamese market. Contact VNBG today for a free consultation and let us simplify your business journey.
