Business License of foreign enterprises in Vietnam

(Import, export and distribution enterprises)

Importing, exporting and distributing goods are business sectors to which many foreign investors pay attention. As a large outsourcing and manufacturing spot of the world, many foreign investors seek for opportunities to export Vietnamese products to other markets. Simultaneously, Vietnamese consumers prefer to purchase foreign-made goods which makes this developing country becomes one of the most attractive market in Asia. However, many foreign investors get into legal troubles, especially, the paper-things before lawfully running their business in Vietnam. One of the most confusing problems is the sub-license. For your convenience, Viet An Law Firm collect and provide some regulations relating to the Business License as follows:

To import, export and/or distribute goods in Vietnam, foreign investors shall have to take some steps:

Step 1: Claim for the Certificate of Investment Registration;

Step 2: Claim for the Certificate of Business Registration;

Step 3: Claim for the Business License.

Issuance of the Business License is regulated in Decree No. 23/2007/NĐ-CP and Circular No. 08/2013/TT-BCT issued by the Ministry of Industry and Trade.

Rights to export: are the rights to purchase goods in Vietnam to export, including:

• To be named on the export declaration forms;
• Export goods;
• Take responsibilities for export-related procedures.

Notice: Rights to export exclude the rights to establish or participate in a goods purchase system in Vietnam for export.

Rights to import: are the rights to import goods from foreign countries to Vietnam for sale to traders having rights to distribute those goods in Vietnam, including:

• To be named on the import declaration forms;
• Import goods;
• Take responsibilities for import-related procedures.

Notice: Rights to import exclude the rights to establish or participate in a goods distribution system in Vietnam.

Rights to distribute: are the rights to practice whole-sale, retail, purchase and sale agency and commercial franchise.

Whole-sale means the sale of goods to traders and other organizations, excluding the direct sale of goods to final consumers.

Retail means the direct sale of goods to final consumers. Please notice that the sale of goods to traders or other organizations for manufacturing purposes of their business is defined as retail. Some foreign investors are confused because of differences understanding of “final consumer” between the law of Vietnam and other countries.

Dossier for issuance of the Business License:

• Written request for issuance of the Business License (using the form MĐ-1 provided in Circular No. 08/2013/TT-BCT);
• Explanation (using the form MĐ-6 provided in Circular No. 08/2013/TT-BCT) on proving that investors meet the following standards:
  • Each investor is from the country or territory which is a member of an international agreement to which Vietnam is a member too and contains commitments to create an open market for sale of goods and related activities;
  • Investment method is suitable for commitment on opening markets of Vietnam;
  • Goods and services are suitable for commitment in opening markets of Vietnam as well as the law of Vietnam;
• Copies of the Certificate of Investment Registration;
• Contents of business in the sale and purchase of goods and relating activities;
• Documents proving financial capacities and experiences of investors.

Submit the dossier at: The People’s Committee of Province where the head-office locates.

Dossier quantity: 03 sets, including 01 original.

The procedures for issuance of the Business License:

• Check for the complement and validity: within 03 working days from the date of receipt, the People’s Committee of Province shall examine the dossier. If the dossier is complete and valid, it will be sent to the Ministry of Industry and Trade for advice. If not, a notification shall be provided to the applicants for supplement;
• The Ministry of Industry and Trade shall sent advice back to the People’s Committee of Province within 15 working days from the date of receipt;
• The People’s Committee of Province shall decide whether to grant the Business License or not within 15 working days. If refuse to grant one, a written answer with explanation shall be sent to the applicants.

Clients who need legal advice for business and investment in Vietnam as well as procedures for goods import, export and distribution, please feel free to contact Viet An Law Firm for more information!