Vietnam Sourcing Due Diligence: Six Steps and the Document Each One Has to Produce

Most sourcing checklists are written as questions to ask. That is the wrong output format, because answers evaporate and documents do not. Rewrite each step as the artefact it produces, and two things happen: you can tell when a step is genuinely finished, and someone other than you can finish it.

This piece covers the sequence and the deliverables. The line-by-line list of what to request from the counterparty is a separate exercise — see what to ask a Vietnamese supplier for — and so is the in-market side, if you are also selling in Vietnam rather than only buying from it, which is a different checklist entirely.

One sequencing rule is worth stating up front: the origin memo comes before the first purchase order, not after the first customs query. Every step below is cheap while you are still choosing a supplier and expensive once you have inventory on the water.

The entity sheet holds the enterprise registration certificate, the tax code, the registered business lines showing the company may export what it is selling you, the registered address, the actual production address, and the name and title of whoever will sign your contract. Document numbers and issue dates go on the sheet, not screenshots in a chat thread.

The distinction to settle here is manufacturer versus trading intermediary. An intermediary can still be the right counterparty — many are — but if the party you contract with is not the party that performs the processing, then the origin file, the production records and the audit access all have to reach through it to the actual plant, and your contract has to say so. Finding that out at step 1 costs a phone call; finding it out at step 3 costs a shipment.

Origin is a legal conclusion about processing, not a fact about a shipping address. The test is substantial transformation: work or material added in a country has to change the article's name, character or use for that country to become the origin. In United States practice the text most often cited is 19 C.F.R. § 134.1(b), with a caveat worth knowing — that definition is written to apply within the meaning of its own part, and that part is the marking rules; for duty assessment the standard customs applies comes from case law, and goods claiming preference under a trade agreement are judged by a different set of rules again.

Vietnam's own non-preferential rules do not hand you a single percentage to clear. The principle is the last country where the goods underwent a substantial transformation, and the operative test lives in a product-specific rule list organised by HS code, where each line is either a change-of-tariff-classification rule or a value rule, with the percentage set per product rather than in the body of the law. The base decree behind that structure, Decree 31/2018/NĐ-CP, is still the one in force; a replacement has been in drafting since 2025 without being issued.

The 30% local-content threshold that circulates in English is, according to Vietnamese state media, still a draft — it appeared in a Made in Vietnam circular draft and resurfaced in a decree draft that was still being submitted to the government in 2026. Building a sourcing decision on it means building on a rule that has never taken effect. The memo this step produces names the finished HS code, the rule that applies to it, the imported inputs by origin and value, and the processing performed in Vietnam; the evidence that has to sit behind it is the next step's problem.

A certificate from an issuer that no longer has the authority is worse than no certificate, and Vietnam moved this authority twice since 2025. The Ministry of Industry and Trade withdrew the Chamber of Commerce and Industry's power to issue certificates of origin and to handle registration under the Norwegian and Swiss preference schemes; the chamber stopped issuing on May 5, 2025, with the ministry's Import-Export Department taking over.

The second move was decentralisation: Decree 146/2025/NĐ-CP set out how authority in the industry and trade sector is delegated, and Circular 40/2025/TT-BCT issued under it split certificate issuance and written acknowledgement of exporter self-certification between the ministry's Import-Export Department and provincial People's Committees. Circular 26/2026/TT-BCT continued that split. The practical consequence for a buyer is small and specific: ask which office issues yours, and check that the specimen you are shown came from that office recently, not from a template file.

Ask for the specimen before the first order. A supplier that has never had a certificate issued for this product line is not disqualified by that fact — but you have just learned that you are the party financing the learning curve, and that belongs in the schedule and in the price.

Vietnam rewrote its customs penalty decree this year. Decree 169/2026/NĐ-CP was signed on May 15, 2026 and took effect on July 1, 2026, repealing Decree 128/2020/NĐ-CP in full along with Article 2 of Decree 102/2021/NĐ-CP. A compliance annex in your contract that still cites 128/2020 is citing an instrument that no longer exists.

Article 18 of the new decree deals specifically with falsely claiming Vietnamese origin — on exports, imports, temporary imports for re-export, transit and transshipment. Fines run in five bands keyed to the value of the goods, starting at VND 10 million for the smallest consignments, and they come alongside confiscation of the goods, forced destruction, or recovery of an equivalent amount where the goods are gone. Limitation periods under the decree are five years for tax-side administrative violations such as underdeclared duty, and two years for other customs violations.

The artefact here is one paragraph, not a legal opinion: which party carries which of these exposures, what the contract says happens if the origin claim is challenged, and who pays for the defence. Write it while you still have negotiating leverage.

Records discipline looks like paperwork and behaves like insurance. The list is short — input invoices, import declarations for foreign-origin materials, dated production orders, the bill of materials, certificate copies, export declarations — and the useful test is not whether they exist but whether one named person at the supplier can produce a specific one within a working day, two years after the shipment.

If the goods touch one of the seven commodity groups covered by the EU deforestation rules, the retention period is set for you rather than negotiated: information, documents and data have to be kept for five years from the date the product is placed on the market or exported, and the underlying dataset includes the geolocation of the plots the material came from. Those obligations land on the EU-side operator, not automatically on your Vietnamese supplier — which is exactly why they have to be written into the supply contract rather than assumed. The importer-side view of that regime is a separate piece.

The last step converts everything above into a number you can set against the alternative. It is also the step where diligence files most often stop one line short, because the duty line goes stale faster than any other input: the United States tariff instruments applying to Vietnamese goods were replaced twice within 2026 alone, so every rate copied into the model needs a date written next to it and a note of which instrument it came from.

Do not compare an ex-works quote on one side against a delivered cost on the other, and do not compare against a rate you looked up last quarter. The full framework, line by line, covers which lines quotes routinely omit and how to keep both columns comparable.

A due diligence pass that ends without this model ends without a decision. Steps 1 to 5 establish that you can buy from this supplier legally and defensibly. Step 6 is the only one that answers whether you should.