Retail Outlet License in Vietnam for Foreign Investors

9 March, 2026 84 Views

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Setting up a retail outlet in Vietnam for foreign investors is not a straightforward procedure. Investors must comply with a series of legal regulations related to the Law on Investment, the Commercial Law, and international commitments to which Vietnam is a signatory, such as the ASEAN Free Trade Area (AFTA), CPTPP, and EVFTA. Notably, applying for a Retail Outlet Establishment License is a mandatory procedure and can pose numerous challenges for investors unfamiliar with Vietnamese law.

Legal Framework Governing the Application for a Retail Outlet Establishment License

The procedure to apply for a Retail Outlet Establishment License in Vietnam is governed by the following legal documents:

Law on Investment 2020: Regulates foreign direct investment into Vietnam.
Commercial Law 2005: Regulates commercial activities, including the retail operations of foreign investors in Vietnam.
Decree 09/2018/ND-CP Regulating the goods trading activities of foreign investors, effective since 2018, which details the procedures for obtaining retail licenses.
Circular 34/2013/TT-BCT: Detailing the implementation of WTO commitments related to the retail trade of foreign investors.
CPTPP and EVFTA Agreements: Vietnam’s international commitments regarding the opening of the retail market to foreign investors..

However, one of the most significant challenges for investors is the regulation on the Economic Needs Test (ENT) for the second and subsequent retail outlets. This can create hurdles for investors wishing to expand their retail networks in Vietnam.

Conditions for Granting a Retail Outlet Establishment License in Vietnam

The conditions for granting a Retail Outlet Establishment License in Vietnam differ between the first outlet and subsequent ones.

For the first retail outlet: For the foreign investor’s first retail outlet in Vietnam, the application procedure for the Retail Outlet Establishment License does not require an Economic Needs Test (ENT). However, the investor must still meet the following requirements:
- The business plan must be clear and feasible, proving that this retail outlet will bring economic benefits to Vietnam’s economy.
- The location of the retail outlet must conform to local commercial planning and not violate land regulations.
- Proof of financial capacity: The investor must provide financial statements demonstrating the financial capability to maintain and develop retail operations.
- Compliance with labor and social security regulations: The investor must fulfill obligations regarding social insurance and health insurance for employees.
For the second and subsequent retail outlets: For the second or subsequent retail outlets, the investor must undergo an Economic Needs Test (ENT). This process is quite complex and can be time-consuming. Factors considered in the ENT include:
- The population density of the area where the retail outlet is to be opened.
- The level of competition in the area (whether there are already too many operating retail stores).
- Whether the investor’s expansion plan is reasonable and capable of sustainable development.
- Impact on the local market and economy: Retail outlets must ensure they do not negatively affect the existing retail market or cause an oversupply situation

Application Dossier for the Retail Outlet Establishment License

The application dossier for a Retail Outlet Establishment License for foreign investors must include the following documents:

Application form for the License according to the prescribed template.
Investment Registration Certificate (IRC) and Enterprise Registration Certificate (ERC).
Audited financial statements of the enterprise for the last 3 years.
Detailed business plan, including market strategy, products, distribution channels, and marketing strategy.
Location lease agreement or documents proving the right to use the business premises.
A commitment to comply with legal regulations in retail activities.

For the second and subsequent retail outlets, the investor must supplement the dossier with the Economic Needs Test (ENT) documentation as required by state authorities.

Legal Risks When Applying for a Retail Outlet Establishment License

Below are some legal risks that foreign investors may encounter when applying for a Retail Outlet Establishment License in Vietnam:

Risk of failing to meet ENT requirements: This risk primarily occurs for the second and subsequent retail outlets. If the ENT process is not strictly followed or if the ENT dossier is unreasonable, the enterprise may face license refusal or prolonged waiting times.
Errors in drafting the legal dossier: A minor error in the legal dossier, such as failing to provide sufficient documents related to premises ownership or having inaccurately notarized translations, can force investors to redo the application, wasting time and costs.
Risks regarding consular legalization requirements: For foreign investors, the consular legalization of foreign documents is a mandatory procedure. Failure to properly comply can result in the dossier being returned or requiring supplementation.
Risk of non-compliance with franchising regulations: If the investor’s business model involves franchising, the enterprise must apply for an additional Franchise Registration. Improper execution of this procedure can lead to legal disputes regarding the rights of the franchising parties.
Risks regarding planning and location: Even if the investor has successfully leased the premises, if that location does not align with local zoning plans or fails to meet infrastructure conditions, the enterprise may be denied a license or forced to relocate

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Process of Providing Retail Outlet Establishment Licensing Services at BKC Law

BKC Law provides comprehensive support services, from consultation to executing the procedures for obtaining a Retail Outlet Establishment License in Vietnam for foreign investors. Below is the detailed process BKC Law applies to ensure the licensing process is swift, accurate, and fully compliant with all legal regulations.

Step 1: Initial Consultation and Needs Assessment
- Upon contact, our legal team gathers information about the enterprise, investment objectives, and the client’s business plan.
- Lawyers explain the legal conditions for establishing a retail outlet, including ENT requirements, local zoning rules, and proof of financial capacity.
- BKC Law works directly with the client to survey the location’s feasibility and identify specific requirements.
Step 2: Planning and Dossier Preparation
- We help clients draft a detailed business plan (retail strategies, market analysis) to prove the economic benefits to Vietnam.
- BKC Law prepares the complete legal dossier, including the Application form, IRC, ERC, audited financial statements, lease agreements, and other required documents.
Step 3: Economic Needs Test (ENT) Execution (For the second outlet onwards)
- If applicable, BKC Law conducts the ENT as required by law, thoroughly analyzing population density, existing retail outlets, and market impact.
- Our experts evaluate the feasibility of the expansion to ensure it does not negatively affect the market.
Step 4: Submission and Progress Tracking
- BKC Law submits the complete dossier to the Department of Industry and Trade (DOIT) or the competent authority of the respective province/city.
- We closely monitor the appraisal process and promptly handle any requests for supplementary information from the authorities to prevent delays.
Step 5: Receiving the License and Post-Licensing Support
- Once approved, BKC Law assists the client in receiving the Retail Outlet Establishment License from the state authority.
- We continue to support clients with post-licensing procedures, such as registering retail operations and ensuring compliance with labor, tax, and social insurance regulations

For free legal consultation regarding the Retail Outlet Establishment Licensing service in Vietnam by BKC Law, clients can contact our Lawyers via the following information:

Phone: 0901 3333 41
Email: info@bkclaw.vn
District 1 Office: 9th Floor, Diamond Plaza Building, 34 Le Duan, Ben Nghe Ward, Ho Chi Minh City
Binh Tan Office: 41 Ten Lua, An Lac Ward, Ho Chi Minh City