Wholesale and retail are two prominent commercial activities offering substantial development opportunities in the Vietnamese market. Wholesale activities play a significant role in Vietnam’s economy, with approximately 208,995 enterprises, accounting for 27.6% of total net revenue from production and business activities and 8.76% of total employment1. Meanwhile, the retail sector comprises approximately 54,008 enterprises2, and the retail market size (including wholesale distribution channels) is estimated to reach USD 269 billion3.
This article is prepared by DNP Viet Nam Law Firm to provide readers with an overview of the fundamental differences between these two business activities under the Vietnam Standard Industrial Classification issued under Decision No. 36/2025/QD-TTg of the Prime Minister, which promulgates the Vietnamese System of Economic Sectors. Understanding these distinctions enables investors to obtain a comprehensive overview and select appropriate business lines.
I. Concepts of Wholesale and Retail
1. Concept of Wholesale
Pursuant to Clause 6 Article 3 of Decree No. 09/2018/ND-CP, wholesale refers to the activity of selling goods to wholesale traders, retail traders, and other traders or organizations, excluding retail activities.
Accordingly, wholesale activities can be understood as the supply or sale of goods to traders or organizations not intended for final consumption, but rather for further distribution, resale, or business operations.
Practical examples include:
- Vinamilk selling large quantities of dairy products to distributors and supermarket chains such as Saigon Co.op, Big C, and VinMart.
- Nestlé wholesaling coffee and beverages to distributors and supermarket chains.
2. Concept of Retail
Pursuant to Clause 7 Article 3 of Decree No. 09/2018/ND-CP, retail refers to the activity of selling goods directly to individuals, households, or organizations for consumption purposes.
Accordingly, retail activities involve supplying goods to individuals, households, or organizations for personal or household consumption rather than commercial purposes.
Practical examples include:
- Mobile World Investment Corporation retailing smartphones, laptops, and electronics through its retail chains Thegioididong.com, Dien May Xanh, and Bach Hoa Xanh.
- Retail of consumer goods through supermarket chains WinMart and convenience stores WinMart+.
II. Similarities and Differences Between Wholesale and Retail
– Similarities: Both wholesale and retail are considered distribution activities pursuant to Clause 4 Article 3 of Decree No. 09/2018/ND-CP.
– Differences
| Criteria | Wholesale | Retail |
|---|---|---|
| Customers | Wholesale traders, retail traders, and other traders or organizations | Individuals, households, and organizations |
| Transaction Scale | Large-scale transactions involving bulk quantities | Smaller transactions involving individual units |
| Pricing | Lower prices due to bulk purchases | Higher prices due to individual sales |
| Purpose of Purchase | For resale or production/business purposes | For final consumption |
| Business Location | Warehouses, distribution centers, or B2B transactions between enterprises | Shops, supermarkets, shopping centers |
| Requirements for Foreign Investors | Generally only requires a Business License in certain cases | Requires both a Business License and a Retail Outlet Establishment License |
III. Legal Requirements for Wholesale and Retail Activities
1. Requirements for Domestic Investors
| Criteria | Wholesale | Retail |
|---|---|---|
| Business License | Wholesale activities conducted by domestic investors are not classified as conditional business lines under Appendix IV of the Investment Law 2025, except for electricity wholesale. Therefore, a Business License is generally not required. | Retail activities conducted by domestic investors are also not classified as conditional business lines under Appendix IV of the Investment Law 2025, except for electricity retail. Accordingly, a Business License is generally not required. |
| Other Licenses | Enterprises may still be required to obtain licenses for trading in restricted goods or services issued by competent authorities pursuant to Decree No. 59/2006/ND-CP. | Similar requirements apply for goods or services subject to restricted trading under Decree No. 59/2006/ND-CP. |
Note: Certain appendices of Decree No. 59/2006/ND-CP have partially expired and no updated provisions have yet been issued; therefore, the provisions are currently used for reference purposes only.
2. Requirements for Foreign Investors
| Criteria | Wholesale | Retail |
|---|---|---|
| Business License | Foreign investors must obtain a Business License under Point b Clause 1 Article 5 of Decree No. 09/2018/ND-CP when conducting activities such as: • Manufacturing lubricants in Vietnam; • Manufacturing or distributing machinery and equipment using specialized lubricants. | Foreign investors must obtain a Business License under Points a and c Clause 1 Article 5 of Decree No. 09/2018/ND-CP when conducting retail distribution of goods, except for certain regulated goods such as rice, sugar, recorded media, books, newspapers, and magazines. |
| Retail Outlet Establishment License | Not required. | Required to establish retail outlets pursuant to Clause 2 Article 5 of Decree No. 09/2018/ND-CP. |
| Other Licenses | Licenses may be required for trading in restricted goods or services under Decree No. 59/2006/ND-CP. | Similar licensing requirements apply. |
Note: Certain appendices of Decree No. 59/2006/ND-CP have partially expired and no updated provisions have yet been issued; therefore, the provisions are currently used for reference purposes only.
IV. Conclusion
Although both wholesale and retail are categorized as distribution activities, they differ significantly in terms of business characteristics, operational structures, and regulatory requirements.
Investors intending to engage in wholesale or retail activities should carefully understand the legal nature and applicable regulatory conditions in order to optimize time and operational costs.
Notably, foreign-invested economic organizations may be required to obtain a Business License when engaging in wholesale or retail activities in certain cases.
The above information is provided by DNP Viet Nam Law Firm for reference purposes only.
For detailed, accurate, and case-specific legal advice, please contact us using the information below.
- Ngọc Châm (26 December 2024). E-commerce promotes growth in wholesale and retail sectors. Tạp chí Công Thương.
https://tapchicongthuong.vn/thuong-mai-dien-tu-thuc-day-tang-truong-ban-buon–ban-le-131651.htm.
Accessed: 11 March 2026. ↩︎ - Ngọc Châm (26 December 2024). E-commerce promotes growth in wholesale and retail sectors. Tạp chí Công Thương.
https://tapchicongthuong.vn/thuong-mai-dien-tu-thuc-day-tang-truong-ban-buon–ban-le-131651.htm.
Accessed: 11 March 2026. ↩︎ - Anh Thơ (30 December 2025). Vietnam’s retail market reaches approximately USD 269 billion. Báo Chính phủ.
https://baochinhphu.vn/quy-mo-thi-truong-ban-le-viet-nam-dat-khoang-269-ty-usd-102251230111145424.htm.
Accessed: 11 March 2026. ↩︎
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