Licensing for setting up retail business and retail establishments for Foreign-invested companies in Vietnam.

Vietnam has an attractive and potential retail market, attracting not only domestic investors but also many foreign investors. There are many foreign investors from Japan, Thailand, Korea, Europe, Singapore, Hong Kong, India…invest in Vietnam. However, in order to conduct retail activities in Vietnam, foreign investors need to meet certain conditions.

Retail Business License: 

1. Conditions for issuance of a business license as prescribed in Article 9 Decree 09/2018;

a) Business plan: business activities and methods of doing business; presentation of business plan and market development; labor need; evaluation of the implications and socio-economic effectiveness of the business plan;

b) Financial plan: An income statement made on the basis of the last audited financial statement if the enterprise has been established in Vietnam for at least 1 year; representation of capital, sources of funds and fund raising plans; enclosed with other financial documents;

c) The sale of goods and other related activities and financial situation of the foreign-invested business entity which is determined until the application for a business license, in case of circumstance prescribed in Clause 6 Article 5 hereof.

2. A document justifying that the enterprise incurs no overdue tax issued by the tax authority.

3. Copies of: the business registration certificate; certificate of registration for sale of goods and other related activities (if any).

Retail Outlet/ Retail Establishment

According to Decree 09/2018/ND-CP, foreign-invested economic organizations who want to set up retail establishments in Vietnam need to be granted a license to establish a retail establishment.

Conditions to be granted a license to set up a retail establishment of a foreign-invested company:

1. Setting up the first retail outlet

a) Acquire a financial plan for setting up retail outlet;

b) Incur no overdue tax in a case where it has been established in Vietnam for at least 1 year;

c) The location where the retail outlet is set up is conformable with the relevant planning in the relevant geographic market.

2. Setting up retail outlet other than the first retail outlet

Under the law, setting up a retail outlet other than the first retail outlet, unless such retail outlet is less than 500m² in size and located in a shopping mall and not classified as convenience store or mini supermarket, Circumstances requiring compliance with ENT

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3.  Application for license for establishment of retail outlet

1. An application form for license for setting up retail outlets (form No. 04 of Appendix enclosed herewith).

2. A representation specifying:

a) The location: Address of retail outlet; description of general area, relevant area and area for setting up retail outlet; representation of fulfillment of conditions prescribed in Point c Clause 1 Article 22 of this Decree; and enclosed retail outlet documentation;

b) Business plan at retail outlet: Presentation of business plan and market development; labor need; evaluation of the implications and socio-economic effectiveness of the business plan;

c) Financial plan for setting up retail outlets: An income statement made on the basis of the last audited financial statement if the enterprise has been established in Vietnam for at least 1 year; representation of capital, sources of funds and fund raising plans; enclosed with other financial documents.

3. A document justifying that the enterprise incurs no overdue tax issued by the tax authority.

4. Copies: Business registration certificate, certificate of registration for project setting up retail outlet (if any), business license.

5. A representation of ENT criteria prescribed in Points c, d and dd Clause 2 Article 23 hereof, in case of requiring compliance with ENT.

Authority to issue License is DOIT (Department of Industrial and Trade).

For any questions related to the licensing of retail establishment and implementation of investment procedures for foreign-invested companies, please contact Brian & Partners for detailed advice!