Question:
Currently, our company does not yet have a business license for retail distribution: (What are the procedures, what documents are required, and what is the legal basis?)
Answer:
Enterprises intending to engage in retail distribution activities in Vietnam must apply for a Business License from the Department of Industry and Trade in the locality where the enterprise is headquartered.
This license is mandatory and separate from the Investment Registration Certificate and the Enterprise Registration Certificate.
Legal basis: Point a, Clause 1, Article 5 and Article 8 of Decree No. 09/2018/ND-CP.
1.1. Procedure for Applying for a Business License and Retail Outlet License
a. Procedure for applying for a Business License:
Step 1: Prepare a complete dossier as required (details in Section b.4.2).
Step 2: Submit the dossier directly, by post, or through the online public service system to the Department of Industry and Trade.
Step 3: Within 03 working days from the date of receipt, the Department of Industry and Trade shall review and request amendments or supplements if the dossier is incomplete or invalid.
Step 4: Within 10 working days from the date of receiving a complete and valid dossier, the Department shall assess the compliance with the conditions specified in Section a.4.2 of this Legal Opinion.
- If the conditions are not met: The Department shall issue a written notice stating the reasons.
If the conditions are met: The Department shall issue the Business License; in case of refusal, a written explanation with reasons must be provided.
Legal basis: Article 13 of Decree 09/2018/ND-CP.
b. Procedure for applying for a Retail Outlet License:
Step 1: Prepare 02 complete sets of the dossier as required (details in Section b.4.3).
Step 2: Submit the dossier directly, by post, or through the online public service system to the Department of Industry and Trade.
Step 3: Within 03 working days from receipt, the Department shall review and request amendments or supplements if necessary.
Step 4: Within 10 working days from receiving a complete and valid dossier, the Department shall assess the compliance with the conditions specified in Section a.4.3 of this Legal Opinion.
- If conditions are not met: A written notice with reasons must be provided.
- If conditions are met: The Department shall issue the Retail Outlet License; in case of refusal, a written explanation must be provided.
Note: If an enterprise wishes to open a retail outlet, it must apply for a Retail Outlet License after obtaining the Business License. However, if the first retail outlet is located in the same province/city as the company headquarters, the foreign-invested economic organization may request both licenses simultaneously.
Legal basis: Article 27 and Clause 4, Article 5 of Decree 09/2018/ND-CP.
1.2. Conditions and Dossier for Obtaining a Business License
a. Conditions for issuing a Business License
For foreign investors from countries or territories that are parties to international treaties to which Vietnam is a member and that have commitments on market access for the sale of goods and related activities:
i) Compliance with market access commitments under the applicable treaty;
ii) Availability of financial plans to perform the registered business activities;
iii) No overdue tax debts if the company has been established in Vietnam for one year or more.
The client is a company established by a 100% Chinese-invested enterprise. As both China and Vietnam are members of treaties such as RCEP and ACFTA, the client falls under Clause 1, Article 9 of Decree 09/2018/ND-CP and must meet the relevant conditions.
Legal basis: Article 9 of Decree 09/2018/ND-CP.
b. Dossier for applying for a Business License
Quantity: 01 set
Required documents include:
i) Application for a Business License (Form No. 01 in the Appendix issued with Decree 09/2018/ND-CP).
ii) Explanatory statement including:
+ Explanation of compliance with the conditions mentioned in Section b.4.2;
+ Business plan:
- Description of business activities and implementation methods;
- Market development plan and labor demand;
- Socio-economic impact assessment;
+ Financial plan:
- Business performance report based on the latest audited financial statements;
- Explanation of capital, funding sources, fundraising plan with supporting financial documents;
+ Overview of business operations related to trading and related services.
iii) Tax authority documentation confirming no overdue tax debts.
iv) Certified copies of:
+ Enterprise Registration Certificate;
+ Investment Registration Certificate for trading activities.
Legal basis: Clause 2, Article 13; Article 20; Article 12 of Decree 09/2018/ND-CP.
1.3. Retail Outlet License
a. Conditions for establishing a retail outlet:
i) Availability of a financial plan to establish the outlet;
ii) No overdue tax debts if the enterprise has operated in Vietnam for one year or more;
iii) The retail location complies with relevant local planning.
Legal basis: Article 22 of Decree 09/2018/ND-CP.
b. Dossier for Retail Outlet License
Quantity: 02 sets
Required documents include:
i) Application for a Retail Outlet License (Form No. 04 in the Appendix issued with Decree 09/2018/ND-CP).
ii) Explanatory statement including:
+ Retail outlet location:
- Address of the outlet;
- Description of the general and related area and the proposed premises;
- Evidence of compliance with local planning, with supporting documents.
+ Business plan at the outlet:
- Market development and labor demand;
- Socio-economic impact assessment.
+ Financial plan:
- Business performance report based on the latest audited financial statements if operating in Vietnam for one year or more;
- Capital, funding sources, and fundraising plan with financial documentation.
iii) Tax authority documentation confirming no overdue tax debts.
iv) Certified copies of:
+ Enterprise Registration Certificate;
+ Investment Registration Certificate for trading activities.
Legal basis: Clause 1, Article 28 and Article 27 of Decree 09/2018/ND-CP.
