Dropshipping and fulfilment models are pulling many FDI enterprises into the role of infrastructure for foreign sellers in Vietnam: the FDI enterprise operates the warehouse, packs, delivers and handles returns, while the goods belong to the foreign seller and orders arise on international platforms. The legal problems of this model sit at three points: in whose capacity foreign sellers’ goods enter and are stored in Vietnam; what the fulfilment warehouse must register; and how the tax layers — the foreign seller’s contractor tax and the goods’ import duty — are allocated among the seller, the fulfilment enterprise and the platform. This article sets out the feasible legal models, warehouse requirements, the applicable tax framework and the allocation of quality and returns responsibility.
Legal models for dropshipping and fulfilment of foreign sellers’ goods
There are two main operating models. Pure dropshipping: goods are not stored in Vietnam — the buyer orders and the foreign seller delivers directly from abroad to the buyer via express or international postal channels; any role in Vietnam is limited to last-mile delivery support or returns handling. Fulfilment: goods are imported into Vietnam and stored at the FDI enterprise’s warehouse under a warehousing service contract; when an order arises, the FDI enterprise picks, packs and delivers to the domestic buyer for the seller. Fulfilment gives markedly better delivery speed and order completion rates, but creates a physical presence of foreign goods in Vietnam and pulls in the full set of import, storage and domestic sales document obligations.
In subject structure, the FDI fulfilment enterprise acts as an independent warehousing service provider: it signs a fulfilment service contract with the foreign seller, charges service fees per order or per warehouse area, and is not the seller of the goods. Documents must show this capacity clearly — the goods are the seller’s assets, the FDI enterprise bears no selling-price risk and records no goods revenue. If the FDI enterprise also buys the goods outright for resale, that is a distribution model, no longer fulfilment, with the full duties of a domestic distributor. This capacity boundary decides both tax declaration and buyer responsibility, so it must be fixed in the contract before the warehouse operates.
What registration and licences a fulfilment warehouse in Vietnam needs
An FDI enterprise operating a fulfilment warehouse must complete three layers of conditions. The enterprise layer: business registration and investment registration must cover warehousing, transport support and order processing lines; the warehouse location must be registered as a business location or branch under enterprise registration rules if it sits outside the head office. The warehouse conditions layer: goods warehouses must meet fire prevention requirements under current fire law, labour safety and — depending on the goods — sector conditions such as food warehouses, cosmetics warehouses or dangerous goods warehouses. The customs and storage layer: foreign sellers’ stored goods must have valid import files in the name of a defined importing subject and a warehouse ledger tracking goods by owner, item code and import lot for presentation at customs and tax inspections.
The point often overlooked is the import capacity of fulfilment goods. Foreign goods cannot simply be ‘parked’ in a Vietnamese warehouse without an import declaration: either the foreign seller imports through a representative or an entrusted import unit under regulations, or the FDI enterprise stands as the entrusted importer with a full entrustment contract and documents. The choice of importing subject directly affects import duty, import-stage value added tax and the right to issue invoices when goods are later sold domestically. The FDI enterprise should fix the import model in writing with the seller before the first fulfilment shipment is dispatched.
Contractor tax and import duty on dropshipped goods sold into Vietnam
A foreign seller selling goods into Vietnam earns Vietnam-sourced income and falls within the foreign supplier tax administration scope: without a permanent establishment in Vietnam, the seller registers, declares and pays tax directly through the tax authority’s electronic portal for foreign suppliers; where sales run through an e-commerce platform, the withholding and remittance mechanism via the platform or intermediary organisations applies under e-commerce tax rules. The current foreign contractor tax framework is determined by the Corporate Income Tax Law 67/2025/QH15, Decree 320/2025/ND-CP and Circular 20/2026/TT-BTC — note that the corporate income tax part of the former Circular 103/2014/TT-BTC was abolished from 12 March 2026 and is no longer an applicable basis. An FDI enterprise paying service fees to a foreign partner, or a foreign seller earning other Vietnam income such as royalties or loan interest, must determine withholding duties under this new framework rather than the old circular’s rates.
At the goods layer, every dropshipped or fulfilment shipment imported into Vietnam bears import duty under the tariff schedule for its goods code and import-stage value added tax, declared and paid by the importing subject at clearance. Dropshipped goods delivered directly from abroad to individual buyers pass through express channels with simpler declaration procedures but are not thereby exempt from these two tax layers where taxable. Once goods are cleared and sold domestically through the fulfilment model, the sale generates invoices and domestic value added tax in the seller capacity defined in the model. The FDI enterprise is taxed only on its fulfilment service fee revenue — provided the contract and documents prove the enterprise is not the seller of the goods.
Who bears quality and returns responsibility in the fulfilment model
Responsibility towards consumers follows the seller: the foreign seller — owner of the goods and the party establishing the sale transaction — bears responsibility for goods quality, accuracy of product information, warranty and returns duties under the Consumer Rights Protection Law 19/2023/QH15 and the E-Commerce Law 122/2025/QH15. The e-commerce platform where the transaction occurs bears the platform operator’s responsibility for receiving and forwarding complaints and coordinating removal of violating goods. The FDI fulfilment enterprise bears responsibility within its service scope: storing goods in proper conditions, delivering the right goods to the right address and — if the contract so agrees — operating the returns reception point and preliminary inspection of returned goods for the seller.
For this responsibility boundary to work, the fulfilment contract must specify the returns process: whom the buyer contacts, where returns are received, who bears two-way transport costs, how defects from storage are distinguished from defects from production quality by which inspection record, and the deadline for the seller to approve refunds. The FDI enterprise also needs a mechanism to protect itself against buyer and authority demands: information on packaging and orders must show clearly that the seller is a foreign subject together with the complaint contact channel, avoiding buyers and authorities defaulting to treating the Vietnam warehouse operator as the seller when a quality incident occurs.
Frequently Asked Questions
How are dropshipping and fulfilment models for foreign sellers’ goods in Vietnam legally organised?
Pure dropshipping: goods are delivered directly from abroad to buyers and not stored in Vietnam. Fulfilment: goods are imported and stored at the FDI enterprise’s warehouse under a warehousing service contract — the FDI enterprise is an independent service provider charging service fees, not the seller; the goods remain the foreign seller’s. This capacity must be clear in the contract.
What registration and licences does an FDI enterprise’s fulfilment warehouse in Vietnam need?
Three layers: enterprise and investment registration covering warehousing and transport support lines plus warehouse location registration if outside the head office; warehouse conditions on fire prevention, safety and sector conditions by goods type; and valid import files for stored goods with a warehouse ledger by owner, item code and import lot for inspections.
How do contractor tax and import duty apply to dropshipped goods sold into Vietnam?
A foreign seller with Vietnam-sourced income registers and declares through the electronic portal for foreign suppliers where it has no permanent establishment, under the CIT Law 67/2025, Decree 320/2025 and Circular 20/2026 framework (the CIT part of Circular 103/2014 was abolished from 12 March 2026). Imported goods bear import duty and import-stage VAT paid by the importing subject.
Who bears responsibility for quality and returns in the fulfilment model?
The foreign seller — the seller and owner of the goods — bears quality, product information, warranty and returns responsibility under the Consumer Rights Protection Law 19/2023/QH15 and the E-Commerce Law 122/2025/QH15. The fulfilment enterprise is responsible within its service scope: storage, correct delivery and returns reception if the contract so agrees.
FLAT Law Firm supports designing dropshipping and fulfilment models
FLAT supports FDI enterprises and foreign sellers in structuring fulfilment contracts, import models for stored goods and allocating contractor tax and import duty duties under the current framework.
This article has been quality-reviewed by the FLAW AI Legal Council