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

In recent years, the retail sector in Vietnam has become an attractive destination for foreign corporations and enterprises. A market of over 100 million people, a young demographic structure, and modern consumer trends have created strong appeal. However, to participate in the domestic retail sector, foreign-invested companies must strictly comply with legal conditions, among which the procedure to apply for a Retail Business License is a mandatory requirement under Vietnamese law.

This is not merely a simple administrative procedure but a complex legal process that requires investors to thoroughly understand the Vietnamese legal system as well as the international commitments that Vietnam has entered into.

Legal Basis and Applicable Requirements

The licensing of retail operations for foreign investors is governed by the following legal documents:

• The 2020 Law on Investment,
• The 2020 Law on Enterprises,
• Decree No. 09/2018/ND-CP dated January 15, 2018, detailing commercial activities and directly related activities of foreign investors in Vietnam.

Additionally, the exercise of distribution rights by foreign investors must comply with Vietnam’s commitments in its WTO Schedule of Specific Commitments and new-generation Free Trade Agreements (FTAs) such as CPTPP, EVFTA, RCEP, etc.

Entities Required to Apply for a Retail Business License

Foreign-invested companies engaging in any of the following activities in Vietnam must apply for a Business License:

• Exercising wholesale and retail distribution rights;

• Importing goods for distribution in the Vietnamese market;

• Establishing and operating a retail outlet (including physical stores, supermarkets, showrooms, etc.).

Note: There are certain goods on the restricted market access list for foreign investors, such as petroleum, books and newspapers, tobacco, pharmaceuticals, rice, cultural items, etc. Enterprises require careful consultation to determine feasibility before implementing their investment plans.

Conditions for Applying for a Retail Business License

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

• Compliance with Vietnam’s international commitments on market opening under the WTO and bilateral or multilateral trade agreements;

• Having a clear business plan that specifically outlines business lines, operational models, and market segments;

• Having financial capacity, demonstrated through financial statements, owner’s equity, and the parent company’s operational experience (if any);

• Causing no adverse impact on national defense and security, social order and safety, the environment, social ethics, and public health;

• Having a lawful business location that complies with local planning and regulations.

Application Dossier for a Retail Business License

The application dossier for a license includes:

• An application form for the license;

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

• Documents proving financial capacity;

• A detailed business plan;

• Documents proving lawful use rights regarding the retail location;

• An explanatory document on compliance with business investment conditions;

• Other relevant legal documents.

Process and Implementation Time

The standard processing time is 20 to 30 working days from the date of receiving a complete and valid dossier. The competent authority is the Department of Industry and Trade where the enterprise’s headquarters or business location is situated.

In some cases, if the business activity falls under a sensitive sector or the market opening commitments are unclear, the receiving authority may need to consult the Ministry of Industry and Trade or other relevant line ministries, which will extend the processing time.

Legal Risks When Applying for a Retail Business License in Vietnam

Entering the Vietnamese retail market brings significant potential but also entails legal risks, including:

• Lack of clarity regarding business lines consistent with WTO commitments: Many foreign enterprises cannot accurately determine whether their specific product lines are permitted for distribution in Vietnam, leading to rejected applications or the need to restructure product offerings.
• Obstacles when opening a second retail outlet onwards (ENT – Economic Needs Test): By law, if an enterprise already has one retail outlet and wishes to open another, it must pass an “Economic Needs Test” (ENT). The ENT is based not only on market demand but also depends on various local policy factors, causing the licensing process to be prolonged or denied.
• Risks related to business locations: Many businesses lease premises without thoroughly checking the legal status of the location, resulting in rejected applications because the site does not conform to industry planning or violates construction or fire safety regulations.
• Changes in local legal policies: Some localities have their own internal regulations (guidelines, administrative procedures, etc.) that are not fully published on the national legal system, creating difficulties in preparing dossiers and business plans.
• Inadequate preparation of legal dossiers: Having applications returned multiple times due to incomplete documents, improper formatting, or lacking properly notarized translations is a common risk for foreign enterprises handling the process themselves.

Support Solutions from Professional Legal Services at BKC Law

Given its complex legal nature, applying for a Retail Business License for a foreign company in Vietnam should be handled by a professional consulting firm with practical experience. BKC Law’s services include:

• Consulting on investment strategies compliant with legal regulations and international commitments;

• Analyzing the ENT and the feasibility of expanding the retail network;

• Drafting and perfecting the license application dossier;

• Representing clients in dealings with competent authorities;

• Post-licensing legal support (tax, labor, insurance, lease agreements, etc.).

BKC Law is committed to providing comprehensive, effective, fast, and legally secure solutions for foreign investors in Vietnam.

Contact Us

• Phone: 0901 3333 41

• Email: info@bkclaw.vn

• District 1 Office: 9th Floor, Diamond Plaza Building, 34 Le Duan Street, Ben Nghe Ward, District 1, Ho Chi Minh City

• Binh Tan Office: 41 Ten Lua Street, An Lac Ward, Binh Tan District, Ho Chi Minh City

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