Retail Business License for FDI Companies in Vietnam

Obtaining a business license is a mandatory legal procedure for a foreign-invested economic organization to conduct retail distribution in Vietnam. Foreign investors must prepare a complete application dossier and follow the correct process to be licensed for retail distribution activities in the Vietnamese market. This article provides a detailed guide to the procedures and implementation process for securing this business license.

Legal Basis for Issuing a Business License

The conditions for issuing a business license for retail distribution are detailed in Article 9 of Decree No. 09/2018/NĐ-CP. The specific requirements depend on the investor’s nationality and the type of goods being traded. The foreign-invested economic organization must fully meet the corresponding conditions as stipulated by law.

Investors from Countries with Market Access Commitments

• Meet the market access conditions under international treaties to which Vietnam is a member.
• Have a financial plan to execute the proposed licensed activities.
• Have no overdue tax debts if established in Vietnam for 01 year or more.

Investors from Countries without Market Access Commitments

• Have a financial plan to execute the proposed licensed activities.
• Have no overdue tax debts if established in Vietnam for 01 year or more.
• Comply with specialized legal regulations.
• Align with the competitiveness level of domestic enterprises in the same field.
• Demonstrate the ability to create jobs for the domestic workforce.
• Show the capacity and level of contribution to the state budget.

Special Conditions for Certain Goods

For specific product groups where market access has not been committed, such as lubricating oil and grease, the FDI enterprise must either manufacture these products in Vietnam or produce/be permitted to distribute machinery that uses these specific lubricants. For goods like rice, sugar, recorded media, books, newspapers, and magazines, the investor must already have retail outlets in the form of supermarkets, mini-marts, or convenience stores.

Application Process for a Business License

The process to obtain a business license for retail distribution for a foreign-invested economic organization follows specific steps. The applicant must prepare a complete dossier as required and submit it to the competent authority. The appraisal process is conducted within a set timeframe from the receipt of a valid dossier.

Required Application Dossier

An application dossier for a retail distribution business license includes mandatory documents as regulated. According to Article 12 of Decree No. 09/2018/NĐ-CP, the components of the dossier include:

Application for a Business License (Form No. 01 in the Appendix of Decree No. 09/2018/NĐ-CP).

An explanatory report covering:

• Explanation of the conditions for the business license as regulated.
• Business Plan: Description of business activities and methods; business and market development plan; labor needs; assessment of the socio-economic impact and efficiency.
• Financial Plan: Report on business performance based on the latest audited financial statements (for entities established in Vietnam for 01 year or more); explanation of capital, funding sources, and capital mobilization plans, supported by financial documents.

Report on the business situation of goods trading and related activities; financial status of the foreign-invested economic organization up to the time of application.

A document from the tax authority confirming no overdue tax debts.

Copies of the Enterprise Registration Certificate and the Investment Registration Certificate for the project (if any).

>>> See more: Form No. 01 in the Appendix issued together with Decree No. 09/2018/ND-CP.

Procedural Steps

As stipulated in Article 13 of Decree No. 09/2018/NĐ-CP, the procedure for obtaining a business license includes the following steps:

• Step 1: Dossier Submission The applicant prepares and submits the dossier to the competent Licensing Authority. Submission can be done directly, by post, or electronically where applicable.
• Step 2: Dossier Validity Check The Licensing Authority checks the dossier’s completeness and validity within 03 working days. If the dossier is incomplete, the authority will issue a written request for amendments and supplements.
• Step 3: Appraisal of Licensing Conditions Once the dossier is valid, the Licensing Authority has 10 working days to appraise the licensing conditions. If conditions are not met, a written rejection with reasons will be issued. If conditions are met, for straightforward cases, the business license will be issued. For other cases, the authority will forward the dossier to relevant ministries for consultation.
• Step 4: Consultation with Relevant Ministries The Ministry of Industry and Trade and other relevant line ministries have 15 days to provide their opinion on the dossier. They will send a written response to the Licensing Authority, stating approval or rejection with specific reasons.
• Step 5: Issuance of the Business License Based on the responses, the Licensing Authority will make a final decision within 03 working days. Upon approval, the business license is officially issued. In case of rejection, a written notification stating the reasons is sent to the applicant.

>>> See more at: FDI Retail Outlet License [Update 2025]

Process for Obtaining a Retail Outlet License

After being granted a business license, the foreign-invested economic organization must obtain a separate Retail Outlet License for each physical retail location it intends to establish.

Dossier to Establish a Retail Outlet

According to Article 27 of Decree No. 09/2018, the basic dossier to establish a retail outlet includes:

Application for a Retail Outlet License (Form No. 04 in the Appendix of this Decree).

An explanatory report covering:

• Location: Address of the outlet; description of the general area and the specific site; explanation of compliance with location conditions under Article 22.1(c) of the Decree, with supporting documents.
• Business Plan: Business and market development plan for the outlet; labor needs; socio-economic impact assessment.
• Financial Plan: Report on business performance based on the latest audited financial statements; explanation of capital, funding sources, and capital mobilization plans, with supporting financial documents.

A document from the tax authority confirming no overdue tax debts.

Copies: Enterprise Registration Certificate, Investment Registration Certificate (if any), and the Business License.

Note: For cases requiring an Economic Needs Test (ENT), an additional explanatory document addressing the ENT criteria is required.

Licensing Procedure

The procedure is divided based on whether an Economic Needs Test (ENT) is required. The ENT applies to the establishment of the second and subsequent retail outlets to assess the project’s suitability with local planning and needs.

Procedure 1: Without ENT (Article 28, Decree No. 09/2018/NĐ-CP)

This applies to the first retail outlet or other exempt cases.

Step 1: Submit 02 sets of the dossier to the Licensing Authority.

Step 2: The authority checks the dossier’s validity within 03 working days.

Step 3: The authority appraises the conditions within 10 working days. If met, the dossier is sent to the Ministry of Industry and Trade for its opinion.

Step 4: The Ministry of Industry and Trade provides its opinion within 07 working days.

Step 5: The Licensing Authority issues the Retail Outlet License within 03 working days of receiving the Ministry’s approval.

Procedure 2: With ENT (Article 29, Decree No. 09/2018/NĐ-CP)

This applies to subsequent retail outlets requiring an ENT.

Step 1: Submit 02 sets of the dossier to the Licensing Authority.

Step 2: The authority checks the dossier’s validity within 03 working days.

Step 3: The authority conducts a preliminary check within 05 working days. If conditions are met, it proposes the establishment of an ENT Council to the provincial People’s Committee.

Step 4: The provincial People’s Committee establishes the ENT Council within 07 working days.

Step 5: The ENT Council has 30 days to convene and assess the ENT criteria, after which it issues a conclusion.

Step 6: The Licensing Authority processes the ENT Council’s conclusion within 03 working days. If the recommendation is positive, it sends the dossier to the Ministry of Industry and Trade.

Step 7: The Ministry of Industry and Trade provides its opinion within 10 working days.

Step 8: The Licensing Authority issues the Retail Outlet License within 03 working days of receiving the Ministry’s approval.

Services by Long Phan Consulting Company

Long Phan Consulting Company provides comprehensive consulting and support services for foreign investors seeking a business license for retail distribution. Our team of lawyers possesses deep expertise and practical experience in commercial law for foreign investors.

Our all-inclusive service package includes:

In-depth Legal Consultation

• We analyze and provide detailed advice on the conditions, criteria, and roadmap for obtaining a Business License, Retail Outlet License, or establishing an FDI enterprise.
• We propose optimal solutions for complex issues, helping investors make sound business decisions and mitigate risks.
• We guide clients on post-licensing compliance, including reporting regimes and license renewals.

Dossier Preparation Support

• We assist in preparing necessary documents, support with notarized translations, and handle the consular legalization of foreign documents for use in Vietnam.
• We draft all application forms, explanatory reports, and other documents in accordance with legal requirements.

Representation by Proxy

• We represent clients in submitting the dossier to the competent state authorities and monitor the processing progress.
• We work directly with the case officers to explain and clarify application details, protecting the client’s legal interests.
• We receive the resulting license or certificate and deliver it promptly and securely to the client.

Frequently Asked Questions

What is the basic difference between a Business License and a Retail Outlet License?

A Business License grants an FDI enterprise the legal right to conduct retail distribution activities in Vietnam generally. A Retail Outlet License is a specific permit required to operate a physical retail point (like a store or supermarket) at a specific location. An enterprise must first obtain a business license before it can apply for a Retail Outlet License for each of its sales points.

How is a “country or territory with market access commitments” defined under Decree 09/2018/NĐ-CP?

These are countries or territories that are members of the World Trade Organization (WTO) or have signed international treaties with Vietnam containing specific commitments to open their retail markets. Investors from these regions face a more streamlined set of conditions than investors from non-committed nations.

What specific information is required in the “financial plan” of the application?

The financial plan must convincingly demonstrate the applicant’s capacity to undertake the proposed business activities. It must include a clear explanation of capital, funding sources, and capital mobilization methods. For established companies, it must be supported by the latest audited financial statements. For new projects, it should be evidenced by documents from a financial institution (e.g., a bank balance confirmation) proving the investor’s financial capacity.

What is the validity period of a Business License and a Retail Outlet License?

The law does not specify a fixed validity period for these licenses. They remain effective as long as the investment project is active and the enterprise continues to meet the conditions under which the license was granted. However, the license can be revoked for serious violations.

Can a decision to refuse a license be appealed?

Yes. If an application is rejected, the enterprise has the right to file a complaint with the licensing authority itself or a higher administrative body. Alternatively, the enterprise can file an administrative lawsuit in a competent court to challenge the legality of the rejection decision, in accordance with the Law on Administrative Procedures.

Who comprises the Economic Needs Test (ENT) Council?

The ENT Council is established by the provincial People’s Committee. Its members typically include representatives from the Department of Industry and Trade (as the standing body), the Department of Planning and Investment, the Department of Construction, the Department of Finance, and other relevant local agencies or experts, depending on the specifics of the project.

Conclusion

Applying for a business license for a foreign-invested economic organization to engage in retail distribution demands a deep understanding of the legal process and meticulous dossier preparation. Strict compliance with legal regulations is essential. For professional and effective assistance with this procedure, please contact Long Phan Consulting Company via our hotline at 1900 636 389 for detailed consultation and optimal support.