Setting up a 2nd retailed sale outlet of a FDI in Vietnam

Nội dung bài viết

Question: This is reference to our conservation  from which we were requested to provide legal advice on setting up a 2nd retailed sale outlet of a foreign invested company in Hanoi.

Therefore, we are grateful to present you our Legal Services Proposal for your review and consideration.


Under Vietnam Law, for setting up the second retailed sale outlet of the FIC, Client shall have to complete two following steps:

- Step 1: Obtaining a Registration Certificate of business outlet.

- Step 2: Obtaining License for establishment of retailed sale outlet.

For the step 1, it shall take you about 7 working days from submission of application dossier to complete this Step 1.

Upon completion of Step 1, we shall move forward to Step 2 –obtaining License for the first Retailed Sale Outlet of FIC.

According to our experience in previous similar case, during this Step 2, Client shall have to carefully review legal documents of location to be used as Retailed Sale Outlet.

Such location should be in licensed trading centers and it must satisfy all requirements for fire fighting and prevention.

It shall take us about 50 working days from submission of application dossier to Hanoi Department of Industry and Trade to complete this Step 2.


Following works are proposed based on the request of Client. However, depending on the specific position/situation of Client, several work items may not be necessary.

Meanwhile, other works may be required. SB Law shall immediately advise Client the same upon review documents of the case.

However, any additional works shall not fall under the scope of this Legal Service Proposal Letter, but could be provided upon request.

2.1. Preparation of the application documents:

 Notifying application documents required in accordance with Vietnamese law;

 Drafting application documents required for submission purpose;

 Liaising with the Client to discuss the draft application documents;

 Amending the application documents based on the Client’s comments;

 Obtaining preliminary comments from the licensing authority on the draft application documents;

 Finalizing the application documents following comments from the licensing authority; and

 Translating the final version of the application documents into Vietnamese for execution.

2.2. Licensing procedures:

 Submitting the application dossier to the licensing authority on behalf of the client;

 Monitoring and following up with the relevant authorities on the approval process;

 Keeping the client updated on the developments and additional requirements, if any; and

 Assisting the Client in obtaining the Registration Certificate for business outlet and License for establishment of Retailed Sale Outlet;


3.1. The fee for SB Law to perform services as mentioned in 2 above will be as follows:

- For obtaining Registration Certificate for business outlet: 6,500,000VND (Six million and five hundred thousand Vietnam Dong);

- For obtaining retailed sale outlet (scale is more than 500m2): 455,675,000VND (Four hundred fifty five million six hundred seventy five thousand Vietnam Dong).

- The fee is exclusive of VAT (10%) and actual cost for translating your documents from English into Vietnamese (215,000VND/150 words) and actual cost for travelling out of Hanoi (if so required).

3.2. Services fee shall be paid to SB Law as follows:

 Within 03 working days from the date of signing the legal service contract, the Client will pay for SB Law an advance payment which equivalent to 60% of total service fee;

 Within 03 working days obtainment of Certificate of Investment Registration and Enterprise Registration, the Client will pay for SB Law remained service fee and VAT and actual translation cost within 03 working days from receiption of Enterprise Registration Certificate.

 Client shall immediately notify SB Law of when actual payment(s) will be made on the amount specified in the invoice(s).

SB Law will start working only upon receipt of payment of the respective invoice(s). Alternatively, SB Law reserves the right to withdraw the service if payment is not received 10 days after the date of the invoice. Further, in the event payments are not received by the payable date, SB Law reserves the right to suspend services and/or levy and collect a late payment fee of 0.5% per month up to the date of receipt of payment by SB Law.


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