Retail Business License Application Service for Foreign Companies in Vietnam – Updated for 2025

Vietnam’s retail sector has become an increasingly attractive destination for foreign corporations and international investors. With a population exceeding 100 million, a young demographic, and modern consumer habits, the country presents significant business potential. However, to legally operate in the domestic retail industry, foreign-invested enterprises must comply with stringent legal requirements, particularly the obligation to obtain a retail business license as per Vietnamese law.

This process is not merely bureaucratic—it is a complex legal undertaking that requires a deep understanding of Vietnam’s regulatory system and international commitments

Legal Framework and Regulatory Basis

The issuance of retail licenses to foreign investors is governed by:

• The Investment Law (2020)

• The Enterprise Law (2020)

• Decree No. 09/2018/ND-CP (issued January 15, 2018), which outlines the details of trading and trading-related activities by foreign investors in Vietnam

Additionally, the right to engage in distribution must align with Vietnam’s WTO commitments and modern free trade agreements such as CPTPP, EVFTA, and RCEP.

Who Must Apply for a Retail Business License in Vietnam?

Foreign-invested companies involved in any of the following activities in Vietnam must apply for a retail business license:

• Wholesale and retail distribution

• Importation of goods for local distribution

• Establishment and operation of retail outlets (physical stores, supermarkets, showrooms, etc.)

Important note: Some sectors are restricted for foreign investors, including petroleum, publications, tobacco, pharmaceuticals, rice, and cultural goods. Companies are advised to seek legal consultation before investing.

Key Conditions for Obtaining a Retail Business License

Under Article 9 of Decree 09/2018/ND-CP, foreign-invested businesses must meet the following conditions:

• Comply with Vietnam’s international commitments (WTO and FTAs)

• Present a clear business plan specifying industry, model, and market segment

• Demonstrate financial capacity through financial reports, equity details, and parent company experience

• Ensure business does not affect national defense, social order, the environment, or public health

• Have a legally recognized business location that aligns with local zoning regulations

Application Dossier for a Retail Business License

A complete application should include:

• Application form

• Copies of Investment Registration Certificate (IRC) and Enterprise Registration Certificate (ERC)

• Financial capability documentation

• Detailed business plan

• Legal documents verifying rights to use the retail location

• Compliance statement with investment conditions

• Other supporting legal documentation

Process and Timeline for Retail License Approval

The typical processing time is 20 to 30 working days from the date of submission of a complete application. The Department of Industry and Trade at the provincial level is responsible for handling the license.

For sensitive sectors or unclear market access scenarios, authorities may seek further input from the Ministry of Industry and Trade or other relevant agencies, potentially extending the timeline.

Common Legal Risks in Applying for a Retail License in Vietnam

While the market is promising, foreign companies may face the following legal risks:

Uncertainty in WTO-Compatible Sectors
Some businesses struggle to determine whether their products are permitted for distribution, resulting in application rejections or operational restructuring.

Second Outlet and ENT Barriers
Opening a second retail location requires passing the Economic Needs Test (ENT), which is influenced by both market demand and local policies, creating uncertainty in licensing outcomes.

Non-compliant Retail Locations
Businesses often lease premises without verifying their legal compliance, leading to license rejections due to zoning or construction regulation violations.

Policy Variations by Province
Local governments may apply internal administrative procedures that are not fully disclosed in national legal systems, complicating document preparation and planning.

Incomplete Documentation
Common pitfalls include missing materials, improper formatting, and untranslated or non-notarized documents, especially when businesses apply without professional legal support.

Legal Support Solutions by BKC Law

Given the legal complexity, foreign companies are strongly advised to work with an experienced legal consultancy. BKC Law provides comprehensive legal services for obtaining a retail business license in Vietnam:

• Investment strategy consulting in line with Vietnamese laws and international agreements

• ENT analysis and retail expansion advisory

• Complete application preparation and submission

• Representation in dealings with Vietnamese authorities

• Ongoing legal support post-licensing (tax, labor, leasing, compliance, etc.)

BKC Law is committed to delivering fast, efficient, and fully compliant legal solutions for international investors.

Contact BKC Law

Phone: 0901 3333 41

Email: info@bkclaw.vn

Head Office (District 1): 9th Floor, Diamond Plaza, 34 Lê Duẩn, District 1, HCMC

Branch Office (Bình Tân): 41 Tên Lửa, Bình Tân District, HCMC

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