License for Foreign Company Retail Goods Distribution in Vietnam

Retail distribution is a crucial and fundamental activity for many foreign-invested and domestic enterprises. Unlike domestic companies, foreign investors must meet specific conditions to engage in retail distribution. In this article, Viet An Law provides an analysis of the regulations and guidance for investors seeking a business license to conduct retail distribution.

Special groups of goods requiring a retail distribution business license

According to Article 9 of Decree 09/2018/ND-CP, the following categories of goods require a business license for retail distribution in Vietnam:

• Group 1: For goods not on the list of goods banned from export, import, or goods not distributed by Vietnamese law or not subject to restrictions under international commitments to which Vietnam is a member;
• Group 2: For goods that are oil, lubricating grease;
• Group 3: For goods that are rice; sugar; recorded items; books, newspapers, and magazines.

License for foreign company retail goods distribution in Vietnam

For a foreign-invested company to conduct retail distribution in Vietnam, it must apply for the following licenses:

• Business License;
• Licenses for setting up a retail outlet.

Competent Authorities for Issuing Licenses from July 1, 2025

According to Article 8 of Decree 09/2018/ND-CP, the Department of Industry and Trade of the province where a foreign-invested business entity is headquartered shall issue its business license, and the Department of Industry and Trade of the province where a retail outlet is located shall issue its license for the establishment of the retail outlet. A licensing agency shall consult with the Ministry of Industry and Trade and the managing Ministry in some cases.

To implement the two-tier local government model, Article 13 of Decree 146/2025/ND-CP states that starting July 1, 2025, the authority of the Ministry of Industry and Trade and other specialized ministries to review and approve these licenses will be transferred to the provincial-level People’s Committee. The Department of Industry and Trade will now issue the licenses and seek opinions from the provincial-level People’s Committee in certain cases, reducing the administrative burden at the central government level.

Procedures for applying for a license for a foreign company retail goods distribution in Vietnam

Required documents

According to Article 12 of Decree 09/2018/ND-CP, the application for a Business License includes:

• Application for a business license (Form 01) as per Decree 09/2018/ND-CP;
• Written explanation detailing:
  • Explain the conditions for granting corresponding business licenses as prescribed;
  • Business plan: Describes the contents and methods of conducting business activities; presenting business plans and market development; labor needs; assessing the socio-economic impact and effectiveness of the business plan;
  • Financial plan: Report on business results based on audited financial statements of the most effective year in case it has been established in Vietnam for 01 year or more; explanation of capital, capital sources, and capital mobilization plans; enclosed with financial documents of goods trading and activities directly related to the purchase and sale of goods;
  • Tax office documents prove that there is no overdue tax debt.
• Copy of Certificate of enterprise registration; Certificate of investment registration for the sale and sale of goods and activities directly related to the purchase and sale of goods (if any).
• Power of attorney for Viet An Law.

Procedures for applying for a license for the retail distribution of goods of foreign-invested companies in Vietnam

• Step 1: The foreign-invested company submits the application to the Department of Industry and Trade:
  • In case of issuance of a business license to perform retail distribution of goods in Group 1: 01 set;
  • In case of issuance of a business license to perform retail distribution of goods in Group 2: 02 sets;
  • In case of issuance of a business license to perform retail distribution of goods in Group 3: 03 sets.
• Step 2: The Department of Industry and Trade reviews the application for completeness and validity and requests amendments within 3 working days if needed;
• Step 3: The Department of Industry and Trade verifies if the business license conditions are met within 10 working days of receiving a complete application:
  • In case where conditions are not met, the Department of Industry and Trade shall provide explanation in writing;
  • In case where conditions are met, the Department of Industry and Trade shall issue the Business License;
  • If consultation with the provincial-level People’s Committee is required, the Department of Industry and Trade will submit the application for their opinion. Within 15 days from the date on which the application is received, the provincial People’s Committee shall consider approving the issuance of a business license.

Procedures for Applying for a License for a Foreign Company Retail Goods Distribution in Vietnam

After the Business License is granted, the company must apply for a license for retail distribution of goods:

Conditions for setting up a retail outlet

• Acquire a financial plan for setting up a retail outlet;
• Incur no overdue tax in a case where it has been established in Vietnam for at least 1 year;
• The location where the retail outlet is set up is conformable with the relevant planning in the relevant geographic market.

Required documents

• Application form for license for setting up retail outlet (Form 04) as per Decree 09/2018/ND-CP;
• Written explanation detailing:
  • The location: Address of retail outlet; description of general area, relevant area, and area for setting up retail outlet; representation of fulfillment of conditions; and enclosed retail outlet documentation;
  • Business plan at retail outlet: Presentation of business plan and market development; labor needs; evaluation of the implications and socio-economic effectiveness of the business plan;
  • Financial plan for setting up retail outlet: 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.
• A document justifying that the enterprise incurs no overdue tax issued by the tax authority.
• Copies: Business registration certificate, certificate of registration for project setting up retail outlet (if any), business license.
• Power of attorney for Viet An Law.

Procedures for applying for a license for the retail distribution of goods

• Two sets of applications shall be submitted in person, by post, or via the Internet (if available) to the Department of Industry and Trade;
• Within 3 working days from the date on which the application is received, the Department of Industry and Trade shall verify it and request necessary modifications if it is inadequate or unsatisfactory;
• Within 10 working days from the date on which an adequate and satisfactory application is received, the Department of Industry and Trade shall verify whether conditions are met:
  • In case where conditions are met, the Department of Industry and Trade shall provide an explanation in writing;
  • In case of fulfillment of conditions, the Department of Industry and Trade shall forward the application and consultation with the provincial-level People’s Committee. Within 07 working days from the date on which the application is received, the provincial-level People’s Committee shall consider approving the issuance of a license for the establishment of a retail outlet.

How can a business establish a retail outlet other than the first retail outlet?

For a foreign-invested company that already has one retail establishment and wants to open a retail outlet other than the first retail outlet, the following applies:

Conditions for setting up a retail outlet other than the first retail outlet

• In case of without requiring compliance with an economic needs test: Acquire a financial plan for setting up a retail outlet; Incur no overdue tax in a case where it has been established in Vietnam for at least 1 year; The location where the retail outlet is set up is conformable with the relevant planning in the relevant geographic market.
• In case of requiring compliance with an economic needs test:
  • Conditions above shall be met;
  • The company must satisfy the ENT criteria, including: The scale of relevant geographic market being affected by to-be-retail outlet; The number of existing retail outlets in the relevant geographic market; Impact of the retail outlet on the market stability and operating activities of other retail outlets and traditional markets in the relevant geographic market; Impact of retail outlet on traffic density, environment hygiene, fire safety in the relevant geographic market; Potential contribution of the retail outlet to the socio-economic development of the relevant geographic market, in particular.

Application for a license for the establishment of a retail outlet other than the first retail outlet

• The same set of documents as for the retail outlet;
• A representation of ENT criteria.

Maximum foreign ownership in retail distribution companies?

Limitations on foreign ownership are typically imposed on certain conditional business sectors. However, the retail sector in Vietnam does not have a foreign ownership limit. This means foreign investors can register up to a 100% ownership stake.

Above is the information on the issue of the license for foreign company retail goods distribution in Vietnam. Clients who have related questions or need legal support, please contact Viet An Law Firm for the best support!