FDI Retail Outlet License [Update 2025]

Obtaining an FDI retail outlet license in Vietnam is a process governed by strict regulations in trade and foreign trade management law. An FDI company must complete all establishment procedures and meet specific conditions regarding finance, taxation, and business location to operate its retail activities. This analysis details the process and requirements for obtaining an FDI retail outlet license.

Conditions for Establishing an FDI Retail Outlet

Under Article 5, Clause 1 of Decree 09/2018/ND-CP, a prerequisite for an FDI company to establish a retail outlet is the acquisition of a Business License.

Decree 09/2018/ND-CP classifies retail establishments into two main groups: the first retail outlet and outlets other than the first. The first retail outlet is the initial establishment an FDI enterprise opens in Vietnam. This classification directly impacts the establishment procedure.

Conditions for the First Retail Outlet

The requirements for establishing the first retail outlet are specified in Article 22, Clause 1 of Decree 09/2018/ND-CP. There are three fundamental conditions:

• Financial Plan: The FDI company must have a detailed financial plan for the retail outlet. This plan must demonstrate sufficient, legitimate capital to sustain business operations.
• Tax Compliance: If the company has been established in Vietnam for one year or more, it must not have any overdue tax debts. This ensures tax obligations are met before expansion. A tax authority will issue documentation confirming the company’s tax status.
• Location Suitability: The location for the retail outlet must conform to the master plan of the geographical market area. The business site must comply with urban planning, commercial planning, and other specialized regulations. Compliance is verified through land use rights documents and construction permits.

The procedure for the first FDI retail outlet license is straightforward compared to subsequent outlets. The FDI enterprise only needs to meet these three basic conditions and is exempt from an Economic Needs Test (ENT), facilitating market entry for foreign investors.

Conditions for Subsequent Retail Outlets

The conditions for establishing retail outlets beyond the first are stipulated in Article 22, Clause 2 of Decree 09/2018/ND-CP.

• Case Not Requiring Economic Needs Test (ENT): The establishment must meet the same conditions as the first retail outlet outlined in Article 22, Clause 1.
• Case Requiring Economic Needs Test (ENT): If the retail outlet is subject to an ENT under WTO Commitment 318/WTO/CK, it must meet the following conditions:
  • Fulfill all conditions specified in Article 22, Clause 1 of Decree 09/2018/ND-CP.
  • Satisfy all ENT criteria:
    • The scale of the geographical market area affected by the retail outlet’s operations.
    • The number of existing retail outlets operating within the geographical market area.
    • The outlet’s impact on market stability and the business operations of existing retail outlets and traditional markets in the area.
    • The outlet’s effect on traffic density, environmental sanitation, and fire prevention in the geographical market area.
    • The outlet’s potential contribution to the socio-economic development of the geographical market area, specifically: job creation for local labor, contribution to the modernization of the retail sector, improvement of the living environment, and contributions to the state budget.

>>> See more at:

• Cases where investment project objectives of FDI enterprises must be adjusted
• Retail establishment license: Conditions & procedures

Business License Prerequisite for the FDI Retail Outlet License

An FDI company must obtain a Business License before securing an FDI retail outlet license. However, according to Article 6 of Decree 09/2018/ND-CP, a Business License is not required for an economic organization with foreign investment where:

• Another economic organization holds 51% or more of its charter capital.
• Foreign investors and the aforementioned economic organization collectively hold 51% or more of its charter capital.

These entities can conduct goods trading activities after registering them in relevant documents as per the Law on Investment and the Law on Enterprises. For foreign investors from countries or territories not party to international treaties to which Vietnam is a member with market-opening commitments, the competent state agency must consult the Ministry of Industry and Trade before registering such activities.

Note: If the first retail outlet is located in the same province or centrally-run city as the head office, the FDI company can request the issuance of the Business License concurrently with the first FDI retail outlet license.

Dossier for Establishing an FDI Retail Outlet

The FDI company must prepare the following dossiers to execute the establishment procedure.

Business License Dossier

As per Article 12 of Decree 09/2018/ND-CP, the dossier includes:

• An application for a Business License (Form 01, Appendix of Decree 09/2018/ND-CP).
• An explanation document covering:
  • Compliance with the corresponding Business License conditions in Article 9, Decree 09/2018/ND-CP.
  • Business Plan: Description of business activities and methods; market development plan; labor requirements; assessment of socio-economic impact.
  • Financial Plan: Business performance report based on the audited financial statement of the most recent year (if established in Vietnam for 01 year or more); explanation of capital, funding sources, and mobilization plans, supported by financial documents.
  • Business situation of goods trading and related activities; financial status of the FDI economic organization up to the time of application.
• Tax authority documentation certifying no overdue tax debts.
• Copies of the Enterprise Registration Certificate and the Investment Registration Certificate for the project (if any).

Retail Outlet License Dossier

The dossier for an FDI retail outlet license, according to Article 27 of Decree 09/2018/ND-CP, includes:

• An application for a Retail Outlet License, using the prescribed form.
• An explanation of the business plan, location, and operational methods.
• Tax authority documentation confirming no overdue tax debts, issued within 30 days prior to submission (for businesses operating over one year).
• Notarized or certified copies of the Enterprise Registration Certificate, the Investment Registration Certificate for the retail outlet project (if any), and the Business License for retail activities.
• An explanation addressing the ENT criteria, applicable only in cases requiring this test. This document must provide a detailed analysis of the required evaluation criteria.

Procedure for Establishing an FDI Retail Outlet

The process begins with preparing the dossier as regulated in Articles 28 and 29 of Decree 09/2018/ND-CP.

Business License Application Procedure

The procedure follows Article 13 of Decree 09/2018/ND-CP:

• Step 1: Dossier Submission: The applicant submits the required number of dossier sets (one to three, depending on the business activity) to the Licensing Authority directly, by post, or online.
• Step 2: Dossier Appraisal: Within 03 working days of receipt, the Licensing Authority reviews the dossier and requests amendments if it is incomplete or invalid. Within 10 working days of receiving a valid dossier, the Authority verifies compliance with the conditions. If conditions are met, the Authority proceeds to the next step or issues the license. If not, a written rejection is issued.
• Step 3: Licensing: For certain activities, the Licensing Authority forwards the dossier to the Ministry of Industry and Trade and relevant ministries for approval. These ministries must respond within 15 days. Within 03 working days of receiving approval, the Licensing Authority issues the Business License.

FDI Retail Outlet License Application Procedure

The procedure varies based on whether an ENT is required.

Procedure for the First Outlet or Subsequent Outlets (No ENT):

• Step 1: Dossier Submission: Submit 02 dossier sets to the Licensing Authority.
• Step 2: Dossier Reception: The Licensing Authority reviews the dossier for completeness within 03 working days.
• Step 3: Appraisal and Licensing: Within 10 working days of receiving a valid dossier, the Authority verifies conditions. If met, the dossier is sent to the Ministry of Industry and Trade for approval. The Ministry responds within 07 working days. The Licensing Authority issues the FDI retail outlet license within 03 working days of receiving the Ministry’s approval.

Procedure for Subsequent Outlets (Requires ENT):

• Step 1: Dossier Submission: Submit 02 dossier sets to the Licensing Authority.
• Step 2: Dossier Reception: The Licensing Authority reviews the dossier for completeness within 03 working days.
• Step 3: ENT Appraisal: Within 05 working days of receiving a valid dossier, the Authority verifies conditions. If met, it proposes the establishment of an ENT Council to the provincial People’s Committee. The Council is formed within 07 working days and has 30 days to evaluate the ENT criteria and provide a conclusion.
• Step 4: Licensing: Within 03 working days of receiving the ENT Council’s conclusion:
  • If the conclusion is positive, the Licensing Authority forwards the dossier to the Ministry of Industry and Trade.
  • The Ministry has 10 working days to provide its approval.
  • The Licensing Authority issues the FDI retail outlet license within 03 working days of receiving the Ministry’s approval. A rejection at any stage results in a written notification to the applicant.

Competent Authorities

According to Articles 14 and 28 of Decree 09/2018/ND-CP, the primary licensing authority is the specialized agency responsible for the business sector. The Ministry of Industry and Trade and relevant line ministries are the competent authorities for appraising licensing conditions and providing written approvals.

Long Phan Consulting Company: Expert Services

Long Phan Consulting Company provides specialized consulting services for the FDI retail outlet license procedure in Vietnam. Our team of lawyers and experts has years of experience in foreign trade and investment law and understands the practical application of regulations by competent authorities.

Our services include:

• Analysis and advice on the feasibility of establishing a retail outlet for a specific FDI enterprise.
• Assistance in preparing and drafting all required dossier documents according to legal standards.
• In-depth consultation and support in preparing the explanation of ENT criteria.
• Representation for clients in administrative procedures with competent authorities, saving time and costs.
• Close monitoring of the dossier processing status and providing timely updates.
• Post-licensing support, including assistance with other necessary permits and tax registration.

Long Phan Consulting Company is committed to partnering with FDI enterprises throughout their retail operations in Vietnam.

Key Considerations

• License Mandate: The Retail Outlet License is a mandatory legal document for any FDI company to operate a retail point of sale in Vietnam, per Article 5, Clause 3 of Decree 09/2018/ND-CP.
• First Retail Outlet Definition: The first retail outlet is the initial retail establishment an FDI enterprise opens in Vietnam.
• Basic Conditions for First Outlet: The three core conditions are a specific financial plan, no overdue tax debts (if operating over one year), and a location compliant with the geographical market area’s master plan.
• Economic Needs Test (ENT): ENT is an assessment of a new retail outlet’s impact on the local market. It applies to outlets established after the first, subject to WTO Commitment 318/WTO/CK, to ensure sustainable market development.
• Main ENT Criteria: Key criteria include the affected market size, number of existing retailers, impact on market stability, effects on traffic and environment, and socio-economic contributions.
• Processing Time (First Outlet): The standard processing time is approximately 10 working days for dossier appraisal, plus 7 working days for Ministry of Industry and Trade review and 3 working days for license issuance.
• Procedural Difference (ENT vs. No ENT): The main difference is the ENT process includes the formation of an ENT Council to assess economic criteria, which adds approximately 30 days to the timeline.

Conclusion

The procedure for obtaining an FDI retail outlet license requires a deep understanding of Vietnamese law and its practical implementation. An accurate and complete dossier is critical for success. For expert consultation and efficient procedural support, contact Long Phan Consulting Company at hotline 1900 6363 89 for professional assistance.