Tiếng Việt
中文An economic organization with foreign investment that wishes to conduct activities of purchase and sale of goods and activities directly related to the purchase and sale of goods in Vietnam (retail distribution, wholesale, import/export…) must obtain a Business License under Decree 09/2018/ND-CP. Conditions, dossier and procedures for granting the license are detailed in this Decree; the licensing authority is the Department of Industry and Trade of the province/city where the economic organization locates its head office.
1. Conditions for granting a Business License to foreign investors
Under Article 9 of Decree 09/2018/ND-CP: Case 1 — foreign investors of a country/territory participating in an international treaty to which Vietnam is a party with market access commitments: must satisfy market access conditions under the treaty; have a financial plan for implementing the activities applied for; have no overdue tax debt (if established in Vietnam for 01 year or more). Case 2 — investors not of a country participating in a treaty: satisfy the financial plan and no-overdue-tax-debt conditions as above, and additionally satisfy the Economic Needs Test (ENT) criteria for establishing retail establishments beyond the first retail establishment (except retail establishments under 500m², located in shopping malls and not being convenience stores or minimarts — Clause 1, Article 23). In addition, the activities applied for must not fall within the list of prohibited investment/business activities.
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2. Dossier applying for the License
Under Decree 09/2018/ND-CP, the dossier includes: application form for the Business License (per form); explanation of the License conditions (market access conditions, financial plan…); financial plan; documents from the tax authority proving no overdue tax debt; copies of the Enterprise Registration Certificate and Investment Registration Certificate (if any). Number of dossier sets (Clause 2, Article 13): 01 set for activities prescribed in Point a, Clause 1, Article 5; 02 sets for activities in Points b, d, dd, e, g, h, i, Clause 1, Article 5; 03 sets for activities in Point c, Clause 1, Article 5 (cases requiring consultation with the Ministry of Industry and Trade and line ministries).
3. Procedures and time limits for granting the license
Under Article 13 of Decree 09/2018/ND-CP: Step 1 — submit the dossier directly, by post or electronically to the Department of Industry and Trade; Step 2 — within 03 working days from receipt of the dossier, the licensing authority checks and requests amendments/supplements (if incomplete/invalid); Step 3 — within 10 working days from receipt of a complete and valid dossier, the Department of Industry and Trade checks satisfaction of conditions (Clause 4, Article 13): if satisfied, it grants the License (where no consultation is required) or sends the dossier for consultation with the Ministry of Industry and Trade and line ministries — the ministries have 15 days to reply in writing approving or refusing (Clause 5, Article 13). Retail establishment licenses (beyond the first retail establishment) follow separate procedures in Article 20+ of the Decree.
Notes on applying current legal regulations
The content of this article is presented for reference purposes, helping readers understand the legal issue at an overview level. Market access conditions depend on Vietnam’s commitments under each international treaty (WTO, CPTPP, EVFTA…). Where advice is needed, you should contact an ANT Legal lawyer via 0966.475.966 for review and advice before proceeding.
Common risks to note
– Conducting retail distribution without a Business License.
– Failing to satisfy market access conditions under international commitments.
– Having overdue tax debt at the time of dossier submission.
– Confusing the Business License with the Investment Registration Certificate.
How can ANT Legal help?
ANT Legal assists in advising on market access conditions and preparing dossiers for Business Licenses and retail establishment licenses for foreign investors. For prompt advice, please contact our lawyers via 0966.475.966.
Frequently asked questions
What license does a foreign investor need to distribute goods in Vietnam?
An economic organization with foreign investment wishing to conduct activities of purchase and sale of goods and activities directly related to the purchase and sale of goods in Vietnam must obtain a Business License under Decree 09/2018/ND-CP; the licensing authority is the Department of Industry and Trade of the province/city where the head office is located.
What are the conditions for granting a Business License to foreign investors?
Satisfying market access conditions under international commitments; having a financial plan for the activities applied for; having no overdue tax debt (if established in Vietnam for 01 year or more); satisfying the Economic Needs Test (ENT) for retail establishments beyond the first.
How long does it take to be granted a Business License?
Within 10 working days from receipt of a complete and valid dossier (where no consultation is required); where consultation with the Ministry of Industry and Trade and line ministries is required, the ministries have 15 days to reply in writing approving or refusing.
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