Granting business licenses to foreign-invested enterprises

Business licenses of foreign-invested enterprises provide opportunities to access the Vietnamese market for foreign investors. This licensing process ensures compliance with international laws and commitments, and creates favorable conditions for business operations. Understanding the conditions, procedures, and licensing process helps foreign-invested enterprises quickly establish operations in Vietnam. Long Phan’s article will analyze in detail important aspects of this process.

Cases where a business license is not required for foreign-invested enterprises

Article 6 of Decree 09/2018/ND-CP specifically stipulates cases where economic organizations with foreign investment do not need to apply for a Business License. This regulation applies to the following 2 cases:

• Case 1: Economic organizations with foreign investment capital, economic organizations falling into the cases specified in Points b and c, Clause 1, Article 23 of the Law on Investment are entitled to carry out goods purchase and sale activities and other activities directly related to the purchase and sale of goods specified in Clause 1, Article 3 of Decree 09/2018/ND-CP after registering to carry out those activities in relevant documents according to the provisions of the Law on Investment and Law on Enterprise.
• Case 2: Foreign investors who do not belong to countries or territories participating in international treaties to which Vietnam is a member commit to open the market, register to conduct goods purchase and sale activities and other activities related to the purchase and sale of goods specified in Clause 1, Article 6 of Decree 09/2018/ND-CP.

Conditions for being granted a business license for foreign-invested enterprises

Article 9 of Decree 09/2018/ND-CP specifically stipulates the conditions for granting business licenses to foreign-invested enterprises. These conditions are specified separately for each specific case as follows:

Case 1. Foreign investors belonging to countries or territories participating in international treaties to which Vietnam is a member commit to opening the market for goods purchase and sale activities and activities directly related to buying and selling goods:

1. Meets market access conditions in international treaties to which Vietnam is a member;
2. Have a financial plan to carry out the activities requested for a Business License;
3. No overdue tax debt in cases established in Vietnam for 1 year or more.

Case 2. Foreign investors do not belong to countries or territories participating in international treaties to which Vietnam is a member:

1. Meet the conditions on financial planning and tax debt as in case 1;
2. 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.

Case 3. For business services that have not been committed to market opening in international treaties to which Vietnam is a member: Conditions are similar to case 2.

Case 4. For business goods that have not been committed to market opening in international treaties to which Vietnam is a member such as: Oil, lubricants; rice; road; recorded items; books, newspapers and magazines.

1. The specified conditions are similar to case 2;
2. For goods that are oil and lubricants: Consider licensing import rights and wholesale distribution rights for foreign-invested economic organizations that carry out one of the following activities:

• Producing oils and lubricants in Vietnam;
• Manufacturing or being permitted to distribute in Vietnam machinery, equipment, and goods that use specific oils and lubricants.

1. For goods that are rice; road; recorded items; books, newspapers and magazines: Consider licensing retail distribution rights for foreign-invested economic organizations that already have retail establishments in the form of supermarkets, mini supermarkets, and convenience stores to retail at those establishments.

Procedures for granting business licenses to foreign-invested enterprises

Prepared documents

Article 12 of Decree 09/2018/ND-CP stipulates detailed documents that need to be prepared. Profile includes:

1. Application for Business License (Form No. 01 in Appendix attached to Decree 09/2018/ND-CP).
2. The explanation contains:

• Explanation of the conditions for granting the corresponding Business License according to the provisions of Article 9 of Decree 09/2018/ND-CP;
• Business plan: Describes the content and methods of implementing business activities; presents business plans and market development; labor needs; Assesses the socio-economic impact and efficiency of the business plan;
• Financial plan: Report on business performance results based on audited financial statements of the most recent year in case established in Vietnam for 01 year or more; explanation of capital, capital sources and capital mobilization plans; Attached are financial documents;
• Business situation of buying and selling goods and activities directly related to buying and selling goods; The financial situation of the foreign-invested economic organization as of the time of application for a Business License, in the case of granting a Business License specified in Clause 6, Article 5 of Decree 09/2018/ND-CP.

3. Tax authority documents proving no overdue tax debt.
4. Copy Business registration certificate; Investment registration certificate for projects selling and buying goods and activities directly related to buying and selling goods (if any).

Issuing authority

According to Article 8 of Decree 09/2018/ND-CP, the Department of Industry and Trade where the foreign-invested economic organization is headquartered is the competent agency to issue Business Licenses. The Department of Industry and Trade is responsible for receiving applications, evaluating and making licensing decisions.

Implementation steps

The process of granting business licenses to foreign-invested enterprises is specified in Article 13 of Decree 09/2018/ND-CP, including the following 5 main steps:

Step 1: Enterprises submitting applications at the Department of Industry and Trade can submit applications directly or by post or online (if eligible).

Number of records:

• In case of granting a Business License to carry out activities specified in Point a, Clause 1, Article 5, Decree 09/2018/ND-CP: 01 set;
• In case of granting a Business License to carry out activities specified in Points b, d, đ, e, g, h and i Clause 1 Article 5 Decree 09/2018/ND-CP: 02 sets;
• In case of granting a Business License to carry out activities specified in Point c, Clause 1, Article 5, Decree 09/2018/ND-CP: 03 sets.

Step 2. Within 03 working days from the date of receiving the dossier, the Department of Industry and Trade checks and requests amendments and supplements if the dossier is not complete and valid.

Step 3. Within 10 working days from the date of receipt of complete and valid documents, the Department of Industry and Trade checks the satisfaction of the corresponding conditions specified in Article 9 of Decree 09/2018/ND-CP:

1. In case the conditions are not met, the Licensing Agency will respond in writing and clearly state the reason;
2. In case the conditions are met

• The Department of Industry and Trade issues Business Licenses to carry out activities specified in Point a, Clause 1, Article 5 of Decree 09/2018/ND-CP; In case of refusal to grant a permit, there must be a written response clearly stating the reason;
• The Department of Industry and Trade sends a dossier with a document to seek opinions from the Ministry of Industry and Trade and industry management ministries as prescribed in Point a or b, Clause 3, Article 8 of Decree 09/2018/ND-CP.

Step 4. Within 15 days from the date of receiving the dossier, the Ministry of Industry and Trade and the industry management ministry will base on the corresponding content specified in Article 10 of Decree 09/2018/ND-CP to issue a document of acceptance. Agree to issue Business License; In case of refusal, there must be a written response clearly stating the reason.

Step 5. Within 03 working days from the date of receiving the written approval from the Ministry of Industry and Trade and the industry management ministry, the Department of Industry and Trade issues the Business License. In case the Ministry of Industry and Trade or the industry management ministry has a written refusal, the Department of Industry and Trade will have a written response clearly stating the reason.

Consulting and guidance on applying for business licenses of foreign-invested enterprises, in-depth, comprehensive package in Long Phan

Business licenses of foreign-invested enterprises open up great opportunities for foreign investors in the potential Vietnamese market. Understanding and properly grasping the licensing process will help foreign investors quickly implement their business plans. With experience in the investment field and professional support from Long Phan, your license application process will become easy and quickly immerse yourself in the dynamic business environment in Vietnam.

Consulting and support services at Long Phan include:

• Consulting on investment strategies and choosing appropriate business forms.
• Support in preparing and completing business license applications.
• Consulting and guidance on the order and procedures for applying for a business license
• Business representatives work with competent state agencies.
• Monitor application progress and update information for customers.
• Consulting on legal compliance after being granted a Business License.

Applying for a business license for a foreign-invested enterprise in Vietnam will help businesses build a business reputation and businesses need to be carefully prepared to ensure the procedures are carried out effectively. If you still have questions related to this issue. Please contact Long Phan via hotline 0906735386 for detailed advice and comprehensive support.