During the operation of foreign-invested enterprises (FDI) in Vietnam, a common question often arises: when conducting import or export activities, do companies need to register HS codes in their Investment Registration Certificate (IRC) or Enterprise Registration Certificate (ERC)?
In practice, many companies encounter difficulties related to this issue, especially those established many years ago when the legal regulations on import, export, and distribution rights were managed differently from the current framework.
In a recent case we advised on, an FDI company obtained its Investment Registration Certificate more than 18 years ago. In the old investment license, the licensing authority specifically listed the HS codes of goods that the company was allowed to import. However, when the company later imported several new products, it did not review the HS code list stated in the license. As a result, the shipment was temporarily held by the customs authority because the HS codes of the imported goods were not included in the list recorded in the investment license.
This situation raises an important question: is it still necessary to register HS codes in the investment license today?
The HS Code (Harmonized System Code) is an international system for classifying goods, developed by the World Customs Organization (WCO) to standardize the classification of products in international trade.
In Vietnam, HS codes are mainly used for the following purposes:
Therefore, HS codes play an important role in customs procedures. However, this does not necessarily mean that businesses must register HS codes in their Investment Registration Certificate or Enterprise Registration Certificate.
In the past, especially before the issuance of the Investment Law 2020 and its guiding regulations, many investment licenses issued to FDI enterprises contained very detailed information, including a list of HS codes for goods that the company was allowed to import or export.
This approach was mainly intended to allow authorities to closely control the scope of business activities of foreign-invested enterprises.
However, this practice also created certain difficulties. When a company wanted to import or distribute a new type of product that was not included in the HS code list stated in the license, it had to amend its investment license before continuing its business activities.
As a result, businesses could face several issues, such as:
Under the current legal framework in Vietnam, registering specific HS codes in the Investment Registration Certificate (IRC) or Enterprise Registration Certificate (ERC) is no longer a mandatory requirement.
Instead, the import and export activities of FDI enterprises are generally defined through the right to export, the right to import, and the right to distribute goods, in accordance with Vietnamese laws and international agreements to which Vietnam is a party.
In practice, the scope of business activities is now commonly recorded in a more open and flexible manner, for example:
“Details: Exercising the right to export, the right to import, and the right to wholesale distribute goods in accordance with the laws of Vietnam and international treaties to which Vietnam is a member (CPC 622).”
This wording allows companies to avoid being restricted to a specific list of HS codes, as long as the goods are not on the list of prohibited products or goods subject to conditional business requirements under Vietnamese law.
As a result, businesses can operate with greater flexibility in importing and distributing goods, without having to amend their licenses each time they expand their product range.
Although current regulations are more flexible, many FDI companies established many years ago are still operating under old investment licenses that contain a specific list of HS codes.
In practice, this may lead to several risks, such as:
If the HS code of imported goods is not included in the list recorded in the investment license, the customs authority may require the company to provide explanations or request the company to amend its investment license.
While waiting for the license amendment, the goods may need to remain at ports or bonded warehouses, which can result in significant storage and logistics costs.
Delays in customs clearance may directly affect the company’s production plans or distribution activities.
These risks often arise when companies do not review the content of investment licenses issued many years ago.
To reduce the risks mentioned above, FDI enterprises should consider reviewing and adjusting their licenses where necessary.
Companies should check whether their Investment Registration Certificate or business license lists specific HS codes for import or export activities.
If the old license still contains a specific list of HS codes, the company should evaluate whether this scope still matches its current business activities.
In many cases, companies may amend the license so that the business scope is recorded in a broader way, such as:
“Exercising the right to export, the right to import, and the right to distribute goods in accordance with the laws of Vietnam and international treaties to which Vietnam is a member.”
This approach allows businesses to expand their product range more flexibly, without needing to amend the license every time they introduce new products.
Under the current legal framework in Vietnam, import–export companies are not required to register specific HS codes in their Investment Registration Certificate or Enterprise Registration Certificate. However, for companies that were licensed many years ago, the presence of a specific list of HS codes in the old investment license may still create practical difficulties when importing goods.
Therefore, FDI enterprises should periodically review the content of their investment licenses and the scope of their registered business activities to ensure compliance with current legal regulations and to avoid potential risks in their import–export operations.
If your company needs assistance with reviewing investment licenses, adjusting business scopes, or obtaining advice on import–export and distribution rights in Vietnam, the legal team at Lexsol is ready to support you with solutions tailored to your business model.
Lexsol is a team of young, dynamic lawyers with over 10 years of experience in advising and resolving legal matters for both domestic and international businesses.
152-154 Vo Van Kiet Street, Ben Thanh Ward, Ho Chi Minh City, Vietnam
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