Vietnamese markets are seen as attractive and prospective, attracting a lot of attention from international investors. Vietnamese law creates particular rules to regulate the retail operations of foreign-invested businesses in order to maintain transparency, be in line with the objectives of economic development, and promote an equitable and balanced business climate between domestic and foreign corporations. Therefore, in order to distribute goods as required by law, foreign-invested economic entities must first finish the process of acquiring a retail business license.
- Retail business license as a mandatory requirement
According to Article 5 of Decree No. 09/2018/ND-CP, obtaining retail business license is a mandatory requirement for foreign-invested economic organizations engaging in the following retail business activities in Vietnam:
- Exercising the right to retail distribution of goods (excluding goods such as rice, sugar, recorded media, books, newspapers, and magazines).
- Exercising the right to retail distribution of goods such as rice, sugar, recorded media, books, newspapers, and magazines in the form of supermarkets, mini-supermarkets, or convenience stores.
2. To obtain retail business license, the applicant must meet specific conditions and follow the prescribed procedures
The conditions for granting a retail business license include compliance with market access requirements, the investor’s financial plan, absence of overdue tax debts, and specific conditions applicable to certain goods or as provided under relevant specialized laws.
The application process for obtaining retail business license involves the following steps:
Step 1: To prepare and submit the application
The application for retail business license must be submitted to the competent state authority. It can be filed in one of the following ways: in person, by postal service, or electronically, provided that the conditions for electronic submission are met.
The application dossier for retail business license includes:
- Application form.
- Explanatory statement: a detailed explanation demonstrating compliance with the required conditions, covering the following:
- Conditions for obtaining the license (e.g., market access requirements, financial planning, absence of overdue tax liabilities);
- Business plan;
- Financial plan;
- Current business status.
- Proof of no overdue tax liabilities issued by a competent authority certifying that the applicant has no overdue tax debts.
- Enterprise registration certificate;
- Investment registration certificate for projects involving the trading of goods and activities directly related to the trading of goods (if applicable).
Step 2: To submit and process of the application by the competent authority
- The licensing authority reviews the application and requests amendments or supplementation if the dossier is incomplete or invalid. The processing time is three (3) working days from the date of receipt of the application.
- The licensing authority evaluates the fulfillment of the conditions for granting the retail business license and consults with the Ministry of Industry and Trade and other relevant sectoral management ministries. This must be done within ten (10) working daysfrom the date of receipt of a complete and valid application.
- The Ministry of Industry and Trade and the relevant sectoral management ministries must provide written approval or disapproval within fifteen (15) working days from the date of receipt of the application.
- If the conditions are not met, a rejection notice must be issued, clearly stating the reasons for the denial.
- The licensing authority issues the retail business license based on the approval documents received within three (3) working days.
3. Competent licensing authority
The Department of Industry and Trade at the location where the foreign-invested economic organization’s headquarters is situated holds the authority and responsibility for issuing retail business licenses.
4. Validity period of the retail business license
The retail business license is valid for a period of five (5) years in the following cases:
- The foreign investor originates from a country or territory not party to international treaties to which Vietnam is a member;
- The retail business services are not committed to market access under international treaties to which Vietnam is a member;
- The retail goods are not committed to market access under international treaties to which Vietnam is a member, including lubricants, rice, sugar, recorded media, books, newspapers, and magazines.
Enterprises may apply for a renewal of the retail business license upon expiration. The renewed license will have a validity period equal to the remaining duration of the previously issued license.
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