License of retail establishments for a company in Vietnam

On January 15, 2018, the Government issued Decree No. 09/2018/ND-CP detailing the Commercial Law and the Law on Foreign Trade Management on goods purchase and sale activities and activities directly related to the sale and purchase of goods. purchase and sale of goods of foreign investors and foreign-invested economic organizations in Vietnam. According to this new regulation, the conditions and procedures related to the issuance of the License to establish a retail establishment have changed compared to the old regulations. Viet An Law would like to introduce and analyze some basic contents related to the procedure for granting a license to set up a retail establishment.

Legal basis

• Law on Investment 2020;
• Law on Enterprise 2020;
• Decree No. 09/2018/ND-CP detailing the Commercial Law and the Law on Foreign Trade Management on goods purchase and sale activities and activities directly related to the purchase and sale of goods by foreign economic organizations with foreign investment capital in Vietnam;

Authority to grant a license of retail establishments for a company in Vietnam

The Department of Industry and Trade where the foreign-invested economic organization locates the retail agency shall grant, re-grant, adjust, extend and revoke the license to set up a retail establishment.

The licensing agency shall consult with the Ministry of Industry and Trade before granting or adjusting the License to set up a retail establishment.

Conditions for setting up a retail establishment

Case 1: For setting up the first retail establishment; setting up a retail establishment in addition to the first retail establishment in the case that the economic needs test is not required

• Have a financial plan to set up a retail establishment;
• No more overdue tax debt in case it has been established in Vietnam for 01 year or more;
• The location of the retail establishment is consistent with the relevant planning in the geographical market area;

Case 2: For setting up a retail establishment other than the first retail establishment

• Meet the conditions as in case 1;
• Meet the economic needs test criteria as prescribed.

Procedure for granting a license of retail establishments for a company in Vietnam

Case 1: Granting a license to establish the first retail establishment, the retail establishment other than the first retail establishment is not required to carry out the economic needs test.

Individuals and organizations wishing to submit 02 sets of dossiers of application for a license to set up a retail establishment to the licensing authority. Dossier include:

• An application form for a license to set up a retail establishment;
• Explanatory statement;
• Documents from tax authorities proving that there is no longer overdue tax debt;
• Copies: Enterprise Registration Certificate, Investment Registration Certificate of retail establishment project (if any), Business license;
• Power of Attorney for Viet An Law to carry out the procedures for licensing the establishment of a retail establishment.

Within 03 working days from the date of receipt of the application, the licensing agency shall examine the application.

Within 10 working days from the date of receipt of a complete and valid dossier, the licensing agency shall check whether the conditions for being granted a license are satisfied as prescribed or not. In case the conditions are satisfied, the licensing agency shall send the dossier together with the written request for opinions of the Ministry of Industry and Trade.

Within 07 working days from the date of receipt of the dossier, the Ministry of Industry and Trade shall consider and issue a written approval for the grant of a license to set up a retail establishment.

After obtaining the approval of the Ministry of Industry and Trade, the licensing agency shall issue a license to set up a retail establishment to the applicant within 3 working days.

Case 2: Issuance of a license to set up a retail establishment in addition to the first retail establishment in which an economic needs test is required.

Individuals and organizations wishing to submit 02 sets of dossiers of application for a license to set up a retail establishment to the licensing authority. Dossier include:

• An application form for a license to set up a retail establishment;
• Explanatory statement;
• Documents from tax authorities proving that there is no longer overdue tax debt;
• An explanation of the economic needs test criteria;
• Copies: Enterprise Registration Certificate, Investment Registration Certificate of retail establishment project (if any), Business license;
• Power of Attornet for Viet An Law to carry out the procedures for licensing the establishment of a retail establishment.

Within 03 working days from the date of receipt of the application, the licensing agency shall examine the application.

Within 05 working days from the date of receipt of a complete and valid dossier, the licensing agency shall check whether the conditions for being granted a license are satisfied as prescribed or not. If the conditions are met, the Licensing Authority proposes to establish an ENT Council.

Within 07 working days from the date of receipt of the decision to establish the ENT Council, the Provincial People’s Committee shall establish the ENT Council.

Within 30 working days from the date of establishment, the ENT Council evaluates the ENT criteria so that the ENT Chairman has a written conclusion of the proposal.

Within 03 working days from the date of receipt of the written conclusion of the proposal of the Chairman of the ENT Council, the licensing agency shall send the dossier together with the written request for comments to the Ministry of Industry and Trade.

Within 10 working days from the date of receipt of the dossier, the Ministry of Industry and Trade shall base itself on the provisions of law and issue a written approval for the grant of a license to set up a retail establishment.

After obtaining the approval of the Ministry of Industry and Trade, the licensing agency shall issue a license to set up a retail establishment to the applicant within 3 working days.

Contents and duration of the license of retail establishments for a company in Vietnam

A license to set up a retail establishment includes the following basic contents:

• Name, enterprise code, head office address;
• Name and address of the retail establishment;
• Type of retail establishment;
• Size of retail establishment;
• Other contain;
• Term of license to set up retail establishment.

The license to set up a retail establishment has a term corresponding to the remaining term on the investment registration certificate for the retail establishment project.

In case the Investment Registration Certificate is not available, the duration of the License to set up a retail establishment corresponds to the time limit stated in the document on the location of the retail establishment.

Upon expiry of the term, individuals or organizations have the right to extend the term of such retail license in accordance with the legal procedures.

The above article is the general advice of Viet An Law. If you have any inquiries or demand to use legal services, please contact us directly for the best advice and support.