Issuing of Business License of Foreign-invested Entrepreneurs in Vietnam

Foreign-invested business organizations conducting the purchase of goods and the activities directly related to purchasing the goods in Vietnam are required to strictly follow the Law’s regulations. As can be seen from those in Decree 09/2018, foreign-invested business organizations have to be issued Business License before conducting the activates, as follows:

• Perform the retail distribution right, excluding goods described in some regulations
• Perform importation right, wholesale distribution right
• Perform the retail distribution right following to regulations
• Offer logistics services; other than sub-sectors of logistics for which Vietnam has committed to open its market as specified in international treaties to which Vietnam is a signatory.
• Good rental, excluding finance lease; other than lease of construction equipment with operators;
• Provide commercial promotion services, excluding advertising services;
• Provide commercial intermediary services;
• Provide electronic commerce services;
• Providing bid-holding services.

The foreign-invested business organizations belong to exemption to business licensing:

• Business organizations – foreign investors – make investment to establish business organizations; to contribute capital; to buy shares or capital contribution of business organizations; under Business Corporation Contract, which the contribution capital rate of foreign-invested business organizations, foreign investors is not above 51%.

(Reference at Article 6, Decree 09/2018, effected date 01/15/2018)

The conditions for issuing Business License:

Foreign investors are required to meet these conditions in order to issue Business License, as follows:

1. A foreign investor from a country or territory which has acceded to a treaty to which Vietnam is a signatory and under which Vietnam has committed to open its market for sale of goods and other related activities shall:
2. Meet market access conditions prescribed in international treaties to which Vietnam is a signatory;
3. Acquire a financial plan deemed qualified to apply for a business license;
4. Incur no overdue tax in a case where it has been established in Vietnam for at least 1 year.
5. A foreign investor not from a country or territory which has acceded to a treaty to which Vietnam is a signatory shall:
6. Meet conditions prescribed in Points b and c Clause 1 of this Article;
7. Meet the criteria below:
   • In accordance with special law;
   • In conformity with the extent of competitiveness of domestic enterprises within the same sector;
   • Employment creation for domestic workers;
   • Potential and actual contribution to state budget.

The dossier for issuing Business license includes:

1. An application form for a business license (form No. 01 of Appendix).
2. A representation, which have to qualify market access’s conditions; financial plan and no overdue tax, specifying:
   1. Conditions for issuance of a business license;
   2. Business plan: business activities and methods of doing business; presentation of business plan and market development; labor need; evaluation of the implications and socio-economic effectiveness of the business plan;
   3. Financial plan: An income statement made on the basis of the last audited financial statement if the enterprise has been established in Vietnam for at least 1 year; representation of capital, sources of funds and fund raising plans; enclosed with other financial documents;
   4. The sale of goods and other related activities and financial situation of the foreign-invested business entity which is determined until the application for a business license, in case of issuing Business License for retailing goods in Vietnam
3. A document justifying that the enterprise incurs no overdue tax issued by the tax authority.
4. Copies of: the business registration certificate; certificate of registration for sale of goods and other related activities (if any).

The competence to issuing Business License for foreign-invested business organizations:

The dossier shall be submitted to Department of Industry and Trade of province where the foreign-invested business entity places its head quarter. Depend on each regulated situation, Department of Industry and Trade of province issues license of each dossier after qualifying conditions or consulting Ministry of Industry and Trade, managing Ministry.

Validity period of Business license: 05 years

Notice: These below scenarios shall not be issued Business License:

• The valid duration of project associated with sale of goods and other related activities expires.
• The foreign-invested business entity applies for issuance of business license within 2 years from the day on which the former business license is revoked