Conditions for establishing a supermarket business company in Vietnam

Currently, more and more supermarkets with sizes ranging from large to small are opening to meet the needs of a large number of people. Supermarkets are favored for their diverse goods, rich in types, designs, and origins, helping consumers freely choose and save time. Due to the trade of many different products, when trading some goods in the list of conditional business lines, businesses need to meet the corresponding conditions. So what are the conditions for establishing a supermarket business company in Vietnam? Viet An Law Firm would like to summarize and send to Clients some related regulations as follows.

Legal basis

• Vietnam’s schedule of service commitments in the WTO;
• Law on Investment 2020;
• Law on Enterprise 2020;
• Law on Food Safety 2010;
• Law on Tobacco Harm Prevention 2012;
• Decree 136/2020/ND-CP regulating safety conditions for fire prevention and fighting
• Decision 1371/2004/QD-BTM regulating regulations on Supermarkets and Shopping Centers.

General overview of supermarkets and conditions to be called supermarkets

What is a supermarket?

Supermarkets are a modern type of store; general or specialized business; have a rich and diverse structure of goods, ensuring quality; meet standards for business area, technical equipment, management level, and business organization; There are civilized and convenient service methods to satisfy customers’ shopping needs.

What are the conditions for establishing a supermarket business company in Vietnam?

In addition, the supermarket is a highly aesthetic architectural work, with advanced and modern design and technical equipment, ensuring the requirements of fire prevention, environmental sanitation, safety, and convenience. Convenient for all customers; Appropriate parking and restroom facilities are available for customers. Supermarkets must also have a warehouse system and advanced and modern technical equipment for preservation, processing, packaging, sales, payment, and business management.

Market access conditions for foreign investors

Regarding the supermarket business, Vietnam has committed in the Schedule of Specific Commitments on Services in the WTO the content of Distribution Services, which includes commission agent services, wholesale services, and retail services. retail and franchise services. Specifically:

• Regarding the level of openness, the opening roadmap for foreign retailers compared to many other sub-sectors is quite short. Vietnam commits to allowing foreign investors to conduct distribution activities in Vietnam after Vietnam joins the WTO on January 11, 2007 in the mandatory form of joint venture with Vietnamese partners (the foreign capital portion in the joint venture is limited to no more than 49%); From January 1, 2008, it is allowed to operate in the form of a joint venture but is not limited in the proportion of foreign capital in the joint venture; and is allowed to establish 100% foreign-owned enterprises in the retail sector after January 1, 2009.
• Regarding the scope of operations, a condition that Vietnam has set out in its commitment to open in the WTO is that foreign retailers are only allowed to provide retail services through setting up retail establishments (stores), supermarkets…) and can only automatically open 01 (one) retail location (without having to meet any conditions), the establishment of retail establishments (other than the first one) must be the competent authority allows permission on the basis of economic needs analysis (Economic Need Test – ENT).
• Regarding the range of products that foreign suppliers are allowed to distribute, Vietnam commits to opening distribution services for all products manufactured in Vietnam and products legally imported into Vietnam. Vietnam from January 11, 2007, except for some listed products (cement, paper, fertilizer…) which were gradually opened until 2010. However, Vietnam completely eliminated seven groups. products from the list of commitments allowing foreign investors to distribute in Vietnam (including cigarettes and cigars; books, newspapers, and magazines, recorded items; precious metals and gemstones; pharmaceuticals products; explosives; crude oil and processed oil; rice, cane sugar, and beet sugar).

Conditions for establishing a supermarket business company

Supermarket business is not on the list of conditional business lines. Therefore, when conducting business, businesses are completely proactive. However, because the products in supermarkets are very diverse and belong to many different categories. Therefore, when trading some goods in the list of conditional business lines, businesses need to meet the corresponding conditions before starting and throughout the course of business operations.

Conditions for types of businesses allowed to be established

Supermarket service businesses are established under one of the following types:

• Multiple-member limited liability company;
• Single-member limited liability company;
• Joint-stock company;
• Partnerships;
• Private company.

Conditions for popular items

• Alcohol: when trading alcohol, business entities must be granted a License to trade alcohol products according to Article 1 1 (Alcohol distribution conditions), Article 13 (Alcohol retail conditions ) Decree 105/2007/ND-CP on wine business is amended and supplemented by Decree 17/2020/ND-CP;
• In the case of importing alcohol, it is necessary to meet the conditions prescribed in Article 3 0 of Decree 105/2007/ND-CP on alcohol business amended and supplemented by Decree 17/2020/ND-CP;
• Trading in genetically modified organisms and products of genetically modified organisms used as food (Article 65 of the Law on Biodiversity 2008, amended and supplemented in 2018; Article 40 of Decree No. 69/2010/ND-CP) ;
• Food business: businesses need to apply for a Certificate of establishment meeting food safety conditions (Article 34 of the Law on Food Safety and Hygiene 2010). In the case of importing food, it is necessary to meet other conditions according to the 2010 Law on Food Safety and Hygiene;
• Tobacco business: the company needs to apply for a License to buy and sell tobacco products (according to Article 19 of the Law on Prevention and Control of Tobacco Harms 2012, amended and supplemented in 2018, 2023, and Article 26 of Decree 67/2013/ND-CP is amended and supplemented from time to time).

Conditions for appropriate business registration

• Some business codes that company owners can register for business when opening a supermarket business: Code 1010: Processing and preserving meat and meat products, code 1030: Processing and preserving vegetables and fruits, Code 4759: Retail sale of household electrical appliances, beds, cabinets, tables, chairs, and similar furniture, lamps and electric light sets, other household appliances in specialized stores…
• In addition, depending on other business activities, businesses can register for other industry codes. Vietnamese law does not stipulate a limit on the number of registered occupational codes.

Conditions of licenses required for supermarket business

• Enterprise registration certificate;
• Certificate of establishment meeting food safety conditions or Certificate of meeting ISO 22000 standards.
• Fire prevention and fighting license (if necessary)
• Liquor retail license (if required).
• Tobacco retail license (if required).

Food safety eligibility conditions

• Have enough conditions to ensure food safety suitable for each type of food production and business according to the provisions of Chapter IV of the Law on Food Safety and Hygiene.
• Have registered food business in the Enterprise Registration Certificate.

Conditions for fire prevention and fighting

For supermarkets under 300 m ² and with a volume under 1,000 m ³ :

• Have regulations, rules, prohibition signs, signs, diagrams, or instruction signs on fire prevention and fighting and escape appropriate to the characteristics and nature of the facility’s operations;
• Have a fire fighting plan approved by competent authorities;
• There are traffic systems, water supply, communication systems for fire fighting, fire alarms, fire fighting, fire prevention, smoke prevention, escape systems, other fire prevention and fighting means, and guaranteed rescue means. quantity and quality in accordance with standards and technical regulations on fire prevention and fighting or according to regulations of the Ministry of Public Security;
• There are regulations and assignments of responsibilities and tasks for fire prevention and fighting. Persons in charge of fire prevention and fighting must be trained and fostered in fire prevention and fighting skills

For supermarkets with a total business area of 300 m2 or more or a volume of 1,000 m3:

• Have regulations, rules, prohibition signs, signs, diagrams, or instruction signs on fire prevention and fighting and escape appropriate to the characteristics and nature of the facility’s operations;
• Have design approval certificate, design approval document (if any); Document approving the acceptance results of fire prevention and fighting for works on the list specified in Appendix V issued with Decree No. 136/2020/ND-CP;
• Have a copy of the general floor plan showing traffic, water sources for firefighting, functional arrangement of items, and technological lines in the facility approved by the competent authority (if any);
• There are regulations and assignment of responsibilities and tasks for fire prevention and fighting in the facility;
• Electrical system, lightning protection, anti-static; equipment that uses electricity, generates fire, and generates heat; The use of fire and heat sources must ensure fire prevention and fighting safety;
• Have safe technical procedures for fire prevention and fighting suitable to production, business and service conditions;
• There are grassroots and specialized fire prevention and fighting forces that are trained in fire prevention and fighting skills and are permanently organized to be ready to fight fires to meet on-site fire fighting requirements;
• Have a firefighting and escape plan approved by competent authorities;
• Have transportation, water supply, and communication systems for firefighting, fire alarm, firefighting, and fire prevention systems, other fire prevention and fighting means, and life-saving means appropriate to the nature and characteristics. of the facility ensuring quantity, quality, and operation in accordance with standards and technical regulations on fire prevention and fighting or according to regulations of the Ministry of Public Security;
• Have a document of approval, inspection, and acceptance of fire prevention and fighting (Form No. PC11 issued with Decree 136/2020/ND-CP) ;
• There are records of management and monitoring of fire prevention and fighting activities according to regulations of the Ministry of Public Security.

For supermarkets with a total volume of 3,000 m3 ^or more, the above conditions must be included, as well as a design approval certificate and design approval document (if any) and a document of approval. Agree on acceptance results on fire prevention and fighting.

Procedures for establishing a supermarket business company

Step 1: Prepare and submit the business establishment documents

The owner submits the application to the Department of Planning and Investment where the business is headquartered. The business establishment dossier includes:

• Application for business registration;
• Company charter;
• Legal documents of individuals and legal entities that are members and legal representatives of the company: Certified copy of identity card or citizen identification card or passport (if an individual); Establishment decision, business registration certificate or equivalent document and citizen identification card or identity card or passport with authorization document for the capital manager in Vietnam (if an organization) ;
• Investment Registration Certificate.
• Power of attorney for Viet An Law (in case of choosing the company’s services).

Step 2: Publish business information content

After being granted a Enterprsie Registration Certificate, an enterprise must make a public announcement on the National Business Registration Portal within 30 days from the date of publication and must pay fees according to the provisions of law.

Step 3: Engrave the business seal

• Stamps include stamps made at a seal engraving facility or stamps in the form of digital signatures in accordance with the law on electronic transactions;
• The enterprise decides on the type of seal, quantity, form and content of the seal of the enterprise, branches, representative offices and other units of the enterprise;
• The management and storage of seals is carried out in accordance with the provisions of the company charter or regulations issued by the enterprise, branch, representative office or other unit of the enterprise with the seal. Enterprises use seals in transactions according to the provisions of law.

Step 4: Apply for a firefighting license and a food hygiene and safety license

If you want to receive advice and learn more information about the conditions for establishing a supermarket business or any other type, please contact Viet An Law Firm for the best support!