What activities are included in the purchase and sale of goods?

Pursuant to Article 3 of Decree 09/2018/ND-CP regulating the purchase and sale of goods and activities directly related to purchase selling goods includes the following activities:

“Article 3. Explanation of terms
In this Decree, the following terms are understood as follows:
1. Purchase and sale of goods and activities directly related to the purchase and sale of goods include the following activities:
a) Exercise the right to export;
b) Exercise the right to import;
c) Exercise distribution rights;
d) Providing commercial inspection services;
d) Providing logistics services;
e) Leasing of goods, excluding financial leasing;
g) Providing trade promotion services, excluding advertising services;
h) Providing commercial intermediary services;
i) Providing e-commerce services;
k) Providing services of organizing bidding for goods and services.
….”
Is there any special license needed to import clothes for companies with 100% foreign capital?

According to Article 5 of Decree 09/2018/ND-CP regulating the issuance of business licenses and licenses to establish retail establishments as follows:

“Article 5. Issuance of Business License, License to establish retail establishments
1. Business licenses are issued to economic organizations with foreign investment capital to carry out the following activities:
a) Exercise the right to retail distribution of goods, excluding the goods specified in Point c, Clause 4, Article 9 of this Decree;
b) Exercise the right to import and wholesale distribution of goods specified in Point b, Clause 4, Article 9 of this Decree;
c) Exercise the right to retail distribution of goods specified in Point c, Clause 4, Article 9 of this Decree;
d) Providing logistics services; except for logistics service sub-sectors in which Vietnam has committed to open the market in international treaties to which Vietnam is a member;
d) Goods leasing, excluding financial leasing; except for rental of construction equipment with operators;
e) Providing trade promotion services, excluding advertising services;
g) Providing commercial intermediary services;
h) Providing e-commerce services;
i) Providing services of organizing bidding for goods and services.
2. License to establish retail establishments is issued to economic organizations with foreign investment capital to establish retail establishments.
3. Economic organizations with foreign investment capital have the right to apply for a License to establish a retail establishment after having a Business License and documents on the location of the retail establishment.
….”

Accordingly, if a foreign-invested enterprise exercises the right to import for resale but does not produce or process these goods (buy and resell), it must have a Business License. In addition, after obtaining a Business License, your company can apply for a License to establish a retail establishment after having a Business License and documents on the location of the retail establishment.

What are the conditions for a company with 100% foreign capital to receive a business license?
Pursuant to Article 9 of Decree 09/2018/ND-CP regulating conditions for foreign investors to be granted business licenses as follows:

“Article 9. Conditions for issuance of Business License
1. In case a foreign investor belongs to a country or territory participating in an international treaty to which Vietnam is a member and commits to opening the market for goods purchase and sale activities and activities directly related to the purchase and sale of goods
a) Meets market access conditions in international treaties to which Vietnam is a member;
b) Have a financial plan to carry out the activity requested for a Business License;
c) No overdue tax debt in case it has been established in Vietnam for 1 year or more.
2. In case the foreign investor does not belong to a country or territory participating in an international treaty to which Vietnam is a member
a) Conditions specified in Points b and c, Clause 1 of this Article;
b) Meet the following criteria:
– In accordance with specialized legal regulations;
– Consistent with the level of competition of domestic enterprises in the same field of operation;
– Ability to create jobs for domestic workers;
– Ability and level of contribution to the state budget.

Which agency has the authority to issue Business Licenses?

According to Article 8 of Decree 09/2018/ND-CP, regulations on agencies competent to issue Business Licenses are as follows:

“Article 8. Agencies granting Business Licenses and Licenses to establish retail establishments
1. The Department of Industry and Trade where the foreign-invested economic organization is headquartered shall issue, re-issue, adjust and revoke Business Licenses.
2. The Department of Industry and Trade where the foreign-invested economic organization locates its retail establishment shall issue, re-issue, adjust, extend and revoke the License to establish a retail establishment.
3. The Licensing agency consults with the Ministry of Industry and Trade and industry management ministries in the following cases:
a) Obtain opinions from the Ministry of Industry and Trade and industry management ministries before granting or adjusting business licenses for activities specified in Point c, Clause 1, Article 5 of this Decree;
b) Obtain opinions from the Ministry of Industry and Trade before granting or adjusting business licenses for activities specified in Points b, d, dd, e, g, h and i, Clause 1, Article 5 of this Decree;
c) Obtain opinions from the Ministry of Industry and Trade before granting or adjusting the License to establish a retail establishment.”