RETAIL BUSINESS LICENSES FOR FDI COMPANIES: THE LATEST REGULATIONS FOR 2027

Retail Business Licenses for FDI Companies is one of the key legal issues that foreign investors must pay special attention to when carrying out goods distribution activities in Vietnam. Depending on the business activities and the intended retail model, enterprises may need to complete the corresponding licensing procedures before commencing operations. So, which licenses do FDI companies need to apply for, what are the licensing conditions, and what is the implementation procedure? In this article, BKC LAW will help investors clarify relevant regulations, identify key issues to note, and proactively build a business plan in compliance with the law.

What Licences Does an FDI Company Need to Conduct Retail Sales?

Under Clause 9, Article 3 of Decree No. 342/2026/ND-CP, retailing is defined as “the sale of goods to individuals, households, or other organizations for consumption purposes, including retail agency activities.”

To exercise the right to distribute goods at retail, a foreign-invested company must obtain a Business Licence. If it establishes a retail outlet to conduct retail activities, it must also obtain a Retail Outlet Establishment Licence, except in the case of vending machines and mobile sales vehicles.

The application for a Retail Outlet Establishment Licence is generally submitted after the Business Licence has been obtained and documents relating to the proposed retail outlet are available. However, if the first retail outlet is located in the same province as the company’s head office, the two licences may be applied for simultaneously (Article 5 of Decree No. 342/2026/ND-CP).

Conditions for Granting a Business Licence and a Retail Outlet Establishment Licence

Conditions for Granting a Business Licence

Current law distinguishes the licensing conditions according to the nationality of the foreign investor.

Under Article 9 of Decree No. 342/2026/ND-CP, foreign investors from countries or territories that are parties to international treaties to which Vietnam is a party, and that contain market-opening commitments for the sale and purchase of goods and activities directly related to the sale and purchase of goods, must satisfy the following conditions:

(a) Market access conditions. The foreign investor must satisfy these conditions throughout its business operations in Vietnam in accordance with the Decree.

(b) The investor must have no overdue tax debts if it has established an economic organization in Vietnam for at least one year as of the date of application submission.

Foreign investors from countries or territories that are not parties to international treaties to which Vietnam is a party must satisfy the following conditions and criteria:

(a) The investor must have no overdue tax debts if it has established an economic organization in Vietnam for at least one year as of the date of application submission.

(b) The following criteria must be met:

• Compliance with the relevant specialized laws;
• Consistency with the level of competition faced by domestic enterprises operating in the same sector during the one-year period preceding the date of application submission.

For certain specific goods—such as lubricating oils and greases derived from petroleum, rice, sugar, recorded audiovisual products, newspapers, and magazines—for which Vietnam has not yet made market-opening commitments under the international treaties to which it is a party, foreign investors must also satisfy the additional conditions set out in Clauses 4 and 5, Article 9 of Decree No. 342/2026/ND-CP.

Conditions for Granting a Retail Outlet Establishment Licence

Under Clauses 1 and 2, Article 21 of Decree No. 342/2026/ND-CP, the conditions for granting a Retail Outlet Establishment Licence fall into two cases.

Where the foreign investor establishes its first retail outlet:

(a) The foreign-invested economic organization must have no overdue tax debts if it has been established in Vietnam for at least one year as of the date of application submission.

(b) The proposed retail outlet location must satisfy the applicable legal requirements concerning land management, planning, investment, construction, fire prevention and fighting, traffic safety, and environmental sanitation for establishing a retail outlet in the relevant geographic market.

Where the foreign investor establishes an additional retail outlet:

(a) If an Economic Needs Test (ENT) is not required, the same conditions as those applicable to the first retail outlet must be satisfied.

(b) If an ENT is required, the same conditions as those applicable to the first retail outlet must be satisfied, together with the ENT criteria specified in Clause 2, Article 22 of the Decree.

Licensing Authorities and Procedures for Obtaining a Business Licence and a Retail Outlet Establishment Licence

The competent licensing authorities are specified in Article 8 of Decree No. 342/2026/ND-CP, as follows:

• The provincial-level People’s Committee of the province where the foreign-invested economic organization’s head office is located is responsible for granting, reissuing, amending, and revoking the Business Licence.
• The provincial-level People’s Committee of the province where the foreign-invested economic organization’s retail outlet is located is responsible for granting, reissuing, amending, extending, and revoking the Retail Outlet Establishment Licence.

The licensing process begins with the investor obtaining an Enterprise Registration Certificate (ERC) and an Investment Registration Certificate (IRC), where required. The investor then prepares and submits an application for a Business Licence. Once the Business Licence has been obtained, the enterprise prepares the documents relating to the retail outlet location and submits an application for a Retail Outlet Establishment Licence to the competent authority.

Contact BKC LAW

With an experienced team of lawyers and legal experts in investment registration and M&A, BKC LAW provides comprehensive solutions for foreign investors. For in-depth advice on the optimal investment structure for your project, please contact BKC LAW using the details below:

Telephone: 0909 073 692

Email: info@bkclaw.vn

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