Set up a company in Vietnam for alcohol wholesale

Foreign investors have the right to wholesale alcohol in Vietnam. However, alcohol is a special commodity, businesses that want to do wholesale business of this type of goods have to satisfy certain conditions and obtaing business license issued by a competent state agency. Viet An Law Firm would like to guide the process to set up a foreign-invested alcohol wholesale company in Vietnam.

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 trading, effective from November 1, 2017, as amended and supplemented by Decree 17/2020/ND-CP;
• Decree No. 09/2018/ND-CP detailing the Commercial Law and the Law on Foreign Trade Management on goods purchase and sale activities and activities directly related to the purchase and sale of goods by foreign investors. economic organizations with foreign investment capital in Vietnam.

Conditions for foreign investors to set up a company in Vietnam for alcohol wholesale

Foreign investors must meet the conditions to be granted a License of Alcohol Wholesale and a business license.

Conditions for wholesale alcohol

• Being an enterprise, cooperative, union of cooperatives or business household established in accordance with law.
• Having a alcohol wholesale system in the province or centrally run city, where the enterprise is headquartered, with at least 01 alcohol retail trader (before 2020, the required number of alcohol retail trader of this system is 03). In case the enterprise has established a branch or business location outside the head office to trade alcohol, the certification of the alcohol retail trader is not required.
• A written reference or an agreement in principle shall be made by another alcohol producer, distributor or wholesaler.Wines intended for business must ensure food safety conditions as prescribed.

Conditions for obtaing a business license for foreign investors

Foreign investors must meet the conditions for granting a business license in Article 9 of Decree No. 09/2018/ND-CP.

In addition, foreign investors are not prohibited from establishing enterprises under the investment law and enterprise law.

The process to set up a company in Vietnam for alcohol wholesale

Step 1: Apply for an Investment Registration Certificate

The investor applies for an Investment Registration Certificate at the Investment Registration Authority. An application file for an Investment Registration Certificate includes the following documents:

• A written request for implementation of an investment project (made according to the form);
• A copy of the citizen identification card, ID card or passport for the investor being an individual; a copy of the Certificate of Establishment or other equivalent document certifying the legal status of the investor being an organization;
• The investment project proposal includes the following contents: investor implementing the project, investment objectives, investment scale, investment capital and capital mobilization plan, location, duration, and investment schedule. , demand for labor, proposal for investment incentives, assessment of the project’s socio-economic impact and efficiency;
• Copies of documents proving the foreign investor’s financial capacity;
• Proposing land use needs; In case the project does not request the State to allocate or lease land or permit the change of land use purpose, a copy of the location lease agreement or other document certifying that the investor has the right to use the site for implementation. current investment project;
• An explanation on the use of technology for investment projects, for projects using technologies on the list of technologies restricted from transfer in accordance with the law on technology transfer;
• BCC contract for investment projects in the form of BCC contract;
• Power of Attorney for Viet An Law Firm to carry out investment registration procedures.

Within 15 days from the day on which the complete application is received, 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: Apply for a Enterprise Registration Certificate and disclose business registration information

After being granted an investment registration certificate, the investor shall carry out the procedures for applying for an Enterprise Registration Certificate at the enterprise registration agency.

Investors submit business registration documents at the one-stop department of the Department of Planning and Investment where the enterprise is located. The application dossier includes the following documents:

• Enterprise registration application form;
• Company charter;
• List of members or shareholders of the company (with a multiple-member limited liability company or a joint stock company);
• Copies of documents:
  • For individual investors: A copy of the citizen identification card, ID card, household registration or other lawful personal identification of the founding members or shareholders;
  • For institutional investors: A copy of the company establishment decision, Enterprise Registration Certificate or other equivalent documents of the organization; a copy of the valid ID card or passport of the legal representative of the organization;
• Other necessary documents (if any);
• Power of attorney for Viet An Law Firm.

After submitting the dossier at the Department of Planning and Investment where the company’s head office is located, within 03 – 05 working days, if the dossier is valid and complete, the Department of Planning and Investment will issue a Enterprise Registration Certificate.

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

Step 3: Engrave the company seal

Enterprises shall engrave their seals, which not required to conduct procedure to announce the use of seal samples.

Step 4: Apply for a License of Alcohol Wholesale

The investor shall submit 01 application for a Alcohol wholesale license to a competent state agency. Records include:

1. A completed application form provided in the specimen No. 1 attached hereto.
2. A copy of the enterprise registration certificate or equivalent legal documents;
3. Documents on the alcohol wholesale system include one of the following two types:
   • A copy of the principle contract, letter of confirmation or commitment to participate in the alcohol wholesale system together with a copy of the license to retail alcohol of the trader intending to participate in the alcohol wholesale system;
   • A copy of the enterprise’s branch operation registration certificate or the enterprise’s business location registration certificate for alcohol business
4. Alcohol supplier related documents:
   • Copies of introductory documents or principle contracts of domestic traders, distributors or other wholesalers, clearly stating the types of alcohol expected to be traded in accordance with the trader’s activities manufacturers, distributors or other wholesalers;
   • Copies of Alcohol Producer’s License, Alcohol Distributor’s License, or Alcohol Supplier’s Alcohol Wholesaler’s License.
5. Power of Attorney for Viet An Law Firm to carry out the procedure.

Licensing authority:

• The Ministry of Industry and Trade is the agency that issues the License to produce industrial alcohol with a scale of 03 million liters/year or more and the License to distribute alcohol;
• The Department of Industry and Trade is the agency that issues the License to produce industrial alcohol with a scale of less than 03 million liters/year and the License to wholesale alcohol in the provinces;
• The Economic Division or the Economic and Infrastructure Division of the district-level People’s Committee is the agency that issues the License to produce craft alcohol for business purposes, and the License to retail alcohol in the locality;

Licensing procedure:

• Within 15 working days from the date of receipt of complete and valid dossiers of traders, the Department of Industry and Trade considers, appraises and issues permits. In case of refusal, a written reply must be given clearly stating the reason;
• In case the dossier is missing or invalid, within 03 days from the date of receiving the dossier, a written request for the trader to be completed.

Note:

• The validity period of the License of Alcohol Wholesale is 5 years from the date of issue.
• 30 days before the expiry date of the License, the trader must make a written request for re-grant of the License.
• Traders dealing in alcohol will have their alcohol business licenses revoked in case of violation of the conditions for trading alcohol and other provisions of the law.

Obligations after obtaining License of Alcohol Wholesale

• Purchase and/or sell alcohol with legitimate origins;
• Purchase alcohol from domestic alcohol producers or other alcohol distributors/wholesalers according to the contents stated in licenses;
• Sell alcohol to alcohol wholesalers/retailers or sellers of alcohol for on-premises consumption within provinces/central-affiliated cities that have been licensed;
• Sell alcohol to alcohol exporters;
• Directly retail alcohol at sellers’ premises within provinces/central-affiliated cities that have been licensed;
• Publish valid copies of licenses granted by the competent authority at their premises and only purchase and/or sell alcohol in accordance with the contents stated in such licenses;
• Make reports and fulfill other obligations.

The above article is the general advice of Viet An Law Firm. If you have any inquiries or demand to set up a foreign-invested company in Vietnam for alcohol wholesale, please contact the company directly for detailed advice and best support.