In recent years, the fashion clothing business has been an industry of interest to young people, but to maintain market share and develop a career in this field, the first thing to consider is brand building. The brand appears associated with the process of establishing a business. Therefore, if you are an investor planning to do fashion clothing business, let’s explore with Viet An Law the current legal regulations on setting up a fashion clothing business in Vietnam.
Based on Decision No. 36/2025/QD-TTg on issuing the Vietnam Standard Industrial Classification, you can choose the fashion clothing business lines as follows:
Industry codes for fashion clothing business in Vietnam
4771: Retail sale of clothing, footwear, leather articles and faux leather
This group includes: Specialized retail sale of the following items:
4774: Retail sale of second-hand goods
Currently, the law does not specify the type of enterprise when setting up a company in the field of fashion clothing business. Depending on your needs and conditions, you can choose one of the following business forms:
Based on Vietnam’s Specific Commitments in the WTO, the fashion clothing business service has CPC codes 631+632 for retail services, CPC 622 for wholesale services, and CPC 621 for commission agent services and is regulated as follows:
Foreign investors must establish a joint venture with a Vietnamese partner, and the foreign capital contribution ratio must not exceed 49%. From January 1, 2008, the 49% capital contribution restriction will be abolished. From January 1, 2009, there are no restrictions.
Within 03 years from the date of accession, foreign-invested companies in the fashion clothing business will be allowed to provide commission agent services, wholesale and retail of all clothing products manufactured in Vietnam and legally imported clothing products into Vietnam. The establishment of retail outlets (beyond the first outlet) will be considered based on an Economic Needs Test (ENT). The main criteria for checking economic needs are the number of service providers present in a geographical area, market stability, and geographic scale. Thus, currently, foreign investors investing in the fashion clothing business will not be restricted from market access.
Proceed with post-establishment procedures
After being granted the Enterprise Registration Certificate, the enterprise must publicly announce it on the National Business Registration Portal, pay the prescribed fee, and publicize the enterprise registration within 30 days from the date of publication. Based on Article 45 of Decree 122/2021/ND-CP, failure to publicly announce the enterprise registration contents on the National Portal will result in an administrative fine of 10,000,000 to 15,000,000 VND and a mandate to publicize the enterprise registration contents.
The enterprise decides on the type, quantity, form, and content of the seal of the enterprise, branches, representative offices, and other units of the enterprise. According to current legal regulations, a fashion clothing business does not need to notify the competent authority of the seal sample.
The enterprise must make a company signboard and hang it in front of the head office, branches, representative offices, and business locations (if any). If not hung, the enterprise may have its tax code closed by the tax authority and be fined 30 – 50 million VND according to Clause 2, Article 52 of Decree 122/2021/ND-CP.
The enterprise needs a bank account to facilitate the payment of costs for purchasing goods, services, employee salaries, and office rental costs. For amounts of 20 million VND or more, the enterprise must make payments from the company account to be eligible for input VAT deduction and Corporate Income Tax (CIT) deduction.
This is the first step in establishing the operational method for the enterprise’s accounting apparatus. In this step, the enterprise needs to register for electronic tax declaration – payment, register the method of fixed asset depreciation, register the accounting form, and use invoices with the enterprise’s tax management agency.
When there is a need to issue invoices to customers, the enterprise must purchase electronic invoices and complete the invoice issuance procedures before using them.
According to the provisions of the Law on Enterprises 2020, the company owners/members/shareholders must fully contribute the registered capital within 90 days from the date of being granted the Enterprise Registration Certificate.
Resolution 198/2025/QH15 materializes the policy of abolishing the business license fee at Clause 7, Article 10 of Resolution 198/2025/QH15; the Resolution stipulates that the collection and payment of the business license fee will be terminated from January 1, 2026.
Policies supporting taxes, fees, and charges under Resolution 198/2025/QH15
Based on Article 10 of Resolution 198/2025/QH15, in addition to officially abolishing the business license fee, the State has established other policies to help develop the private economy such as:
From June 1, 2025, must use electronic invoices generated from cash registers According to the provisions of Article 11 of Decree 123/2020/ND-CP amended by Clause 8, Article 1 of Decree 70/2025/ND-CP (effective from June 1, 2025) regarding cases requiring the use of electronic invoices generated from cash registers connected to transfer data to tax authorities, enterprises with activities of selling goods and providing services, including selling goods and providing services directly to consumers (commercial centers; supermarkets; retail (except automobiles, motorcycles, motorbikes and other motor vehicles)) must use electronic invoices generated from cash registers and connect data with tax authorities.
From a startup company with the aspiration to bring an international-class fashion brand positioning closer to Vietnamese customers. Up to now, with persistence and sustainability, Elise has built a pioneering fashion empire and continuously upgraded it with the brand positioning of a multinational company. Currently, ELISE is a leading fashion brand in Vietnam with 121 stores in 63 provinces and cities nationwide, maintaining its leading position in the fashion market in terms of scale and growth rate. ELISE’s products are manufactured in Vietnam at 3 main factories and 200 business partners, creating more than 2,000 direct jobs and over 1,000 indirect jobs. ELISE owns a synchronous operation and unified development system from design, production, and distribution to customer service in Vietnam.
Au Chau Fashion and Cosmetics Co., Ltd (ACFC), established in 2009 under Imex Pan Pacific Group (IPP Group), is a leading distributor and manager of international fashion brands in Vietnam. With a network of over 200 stores in major city centers nationwide, ACFC carries the mission of bringing Vietnamese people closer to the capital of branded fashion. ACFC exclusively distributes brands in the Vietnamese market such as Nike, Mango, Levi’s, Gap, Old Navy, Calvin Klein, Tommy Hilfiger, Mothercare, OVS, Banana Republic, Owndays, French Connection, Parfois, Sisley, Cotton:On, Typo, Polo, Sunnies Studios, Swarovski….
Starting from the fashion brand Hi5 born in 2009, going through a difficult development path, Hi5 was renamed Yody in 2014 with the dream of building a world-leading fashion brand. Yody has painstakingly researched product materials and launched product lines optimized in both price and quality for customers. To date, Yody has reached the milestone of more than 260 stores after 9 years of establishment and development, present in 55 provinces stretching from North to South. Yody has the honor of serving more than 5 million Vietnamese customers.
If you have any other legal obstacles related to setting up a fashion clothing business, please contact Viet An Law for more specific and detailed advice. Thank you very much!
