Foreign investors establish a company in Vietnam for alcohol distribution

According to the latest statistics, Vietnam is a country with a large alcohol consumption. With high development potential, foreign investors choose to open a company. Alcohol distribution in Vietnam is inevitable. However, this is a conditional business. Therefore, in this article, Viet An Law would like to give advice for foreign investors establish a company in Vietnam for alcohol distribution as follows.

Legal basis

• WTO, FTAs, VKFTA;
• Law on Investment 2020;
• Law on Enterprise 2020;
• Law on Commercial 2005;
• Decree No. 105/2017/ND-CP on alcohol business;
• Decree No. 09/2018/ND-CP detailed regulations on the Commercial Law and the Foreign Trade Management Law on goods purchase and sale activities and activities directly related to the purchase and sale of goods by foreign investors and foreign-invested economic organizations in Viet Nam.

Investment conditions of foreign investors establish a company in Vietnam for alcohol distribution

According to Decree No. 09/2018/ND-CP, investors must meet the conditions to be granted a Business License (Article 9).

In addition, investors need to meet alcohol distribution conditions as prescribed in Decree No. 105/2017/ND-CP. Accordingly, investors who want to distribute alcohol must meet the following conditions:

• Is an enterprise established according to the provisions of law;
• Have the right to legally use a warehouse or warehouse system with a total usable floor area of ​​150 m2 or more;
• Alcohol expected to be sold must ensure food safety conditions according to regulations;
• Have a alcohol distribution system in 02 provinces or more; In each province and centrally run city, there must be at least 01 alcohol wholesaler;
• There is a written introduction or principle contract from a alcohol producer, another alcohol distributor or an overseas alcohol supplier;
• Ensure full compliance with fire prevention and fighting conditions and environmental protection requirements according to regulations.

Process for foreign investors establish a company in Vietnam for alcohol distribution

Step 1: Investment registration

The investor submits 01 set of application documents for a license to implement the investment project at the Investment Registration Authority. An application for an Investment Certificate includes the following documents:

• Document requesting implementation of investment project;
• Proposing investment projects;
• Copy of documents proving financial capacity;
• Copy of identity card/ID card or passport for individual investors; Copy of Certificate of Establishment or other equivalent document certifying legal status for institutional investors;
• BCC contract for investment projects in the form of BCC contract;
• Power of Attorney for Viet An Law to carry out investment registration procedures.

Within 15 days from the date of receiving complete documents, the investment registration agency shall issue an Investment Registration Certificate; In case of refusal, the investor must be notified in writing and clearly state the reason.

Step 2: Business registration

After registering to invest, investors submit business registration documents at the one-stop shop of the Department of Planning and Investment where the enterprise is headquartered. The application dossier includes the following documents:

• Application for business registration;
• Company charter;
• Copies of documents: copies of citizen identification cards, identity cards, passports or other legal personal identification of founding members or shareholders; Copy of the company establishment decision, enterprise registration certificate or other equivalent documents of the organization; Copy of valid ID card or passport of the organization’s legal representative;
• List of company members or shareholders (if any limited liability company two or more members or a joint stock company);
• Power of Attorney for Viet An Law to carry out business registration procedures.

Within 03 – 05 working days from the date of receiving complete and valid documents, the Department of Planning and Investment will issue an enterprise registration certificate.

After receiving the enterprise registration certificate, within 30 days from the date of publication, the enterprise must publicly announce the information. Business Registration on the National Information Portal on business registration.

Step 3: Engrave company 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. According to the new regulations, businesses have the right to decide on the form, quantity and content of their seal. Businesses can authorize Viet An Law Firm or carry out the engraving themselves.

Step 4: Apply for a Alcohol Distribution License

Investors submit applications for a alcohol Distribution License directly or by mail or online (if eligible) to the licensing authority.

Application dossier for an Alcohol Retail Distribution License includes:

1. Application for an Alcohol Distribution License;
2. Copy of Enterprise Registration Certificate or documents of equivalent legal validity;
3. A copy of the lease/borrowing contract or documents proving the legal right to use the facility expected to be used as a warehouse, retail alcohol sales location, and alcohol sales for on-site consumption (if there is a business) according to regulations;
4. Copy of Receipt of declaration of conformity with regulations or Certificate of declaration of conformity with food safety regulations (for alcohol without technical regulations) of alcohol products expected to be traded;
5. Copy of principle contract, letter of confirmation or commitment to participate in the alcohol distribution system of alcohol wholesalers. Alcohol Wholesale License of traders intending to participate in the distribution system of the enterprise applying for the license.
6. Documents related to alcohol suppliers:
   • Copies of introductory documents or principle contracts of alcohol producers, other alcohol distributors or overseas alcohol suppliers, clearly stating the types of alcohol expected to be sold in accordance with the activities of alcohol suppliers;
   • In case the alcohol supplier is a domestic trader, a copy of the Alcohol Production License or Alcohol Distribution License is required.
7. A commitment made by the trader itself, clearly stating that the trader ensures full compliance with the requirements for fire prevention and environmental protection according to the provisions of law at the headquarters and location business and warehouse.

In case there are not enough valid documents, within 03 working days from the date of receiving the documents, the licensing agency must issue a written request for supplementation.

Within 15 working days from the date of receipt of complete and valid documents, the competent state agency will review, appraise and issue a license to the investor. In case of refusal, a written response must be made clearly stating the reason.

Viet An Law Firm provides legal services related to foreign investment. If Clients have any inquiries or need to use related legal services, please contact us directly for the best advice and support.