Opening an F&B chain in Vietnam, foreign investors face not a single license, but a recurring set of paperwork that repeats at every outlet, each with its own conditions and expiry dates. A delayed food safety certificate or a missed fire safety obligation at one newly opened location can lead to that branch being ordered to suspend operations the moment authorities inspect.
Does the food service industry really require a retail distribution license, as many still believe? Does opening a new branch mean repeating the entire licensing process from scratch? And if the chain also serves alcohol, is a separate license required, or just a registration? Many foreign investors only realize, once operations are underway, that these documents are not obtained in a single application, but are scattered across floor area, scale, and the nature of each business location, making them easy to overlook without someone tracking them continuously. This article maps out the current legal framework, the sequence of steps required, and the common mistakes made when operating a foreign-invested F&B chain in Vietnam.
Is Food Service Really Open to Foreign Investors
Under the 2025 Investment Law, the general principle is that foreign investors are subject to the same market access conditions as domestic investors, except for industries and trades listed in a restricted list published by the Government.
The list of industries and trades with restricted market access is published in Appendix I of Decree 96/2026/ND-CP, divided into two groups: trades not yet open to market access, and trades subject to conditional market access. Reviewing both lists in full, food service and restaurant business are absent from either group. This means that, as a matter of principle, foreign investors opening restaurants or eateries are treated the same as domestic investors, with no special restriction on foreign ownership ratio for this sector.
A common point of confusion lies between food service and goods distribution or retail activities. Decree 09/2018/ND-CP governs Business Licenses and Retail Outlet Establishment Licenses, but the scope of this decree is limited to goods trading activities and activities directly related to goods trading carried out by foreign-invested economic organizations, and does not cover food service.
In other words, if the chain only provides dine-in food service and does not separately operate a packaged-goods retail business, it does not need to apply for a Business License or Retail Outlet Establishment License under Decree 09/2018/ND-CP for this activity. Where the chain expands into a separate take-away retail line for packaged products (for example, coffee beans or boxed pastries), that line needs to be reviewed on its own, as it may fall within the scope of goods distribution.
The Sequence of Documents Required for Each Location
Establishing the legal entity that operates the chain, including obtaining an Investment Registration Certificate and an Enterprise Registration Certificate, is the foundational step and has been analyzed separately in other DEDICA articles. The layer more easily overlooked is the operational paperwork, which must be repeated for every business location rather than shared across the whole chain.
First is the Certificate of Food Safety Eligibility. The Law on Food Safety sets out clearly the conditions for a facility to be granted this certificate.
Because a "facility" here is understood as each specific processing or trading location, every newly opened branch must apply for its own certificate; the certificate issued to the first branch cannot be shared. Issuance falls under the authority of the Ministry of Agriculture and Environment or the Ministry of Industry and Trade, depending on the sector, under the currently applicable Decree 46/2026/ND-CP (which has replaced Decree 15/2018/ND-CP as of its signing date). This certificate is not permanent.
Next comes the fire safety obligation, which is also determined by the floor area of each individual location rather than the scale of the entire chain. Decree 105/2025/ND-CP, guiding the 2024 Law on Fire Prevention, Firefighting, Rescue and Emergency Response, sets a specific area threshold for food service establishments.
From the 100-square-meter threshold upward, a facility falls under fire safety management and must fulfil the obligations under Article 23 of the Law on Fire Prevention, Firefighting, Rescue and Emergency Response: having internal fire safety regulations appropriate to the facility, equipping suitable firefighting equipment, developing a firefighting and rescue plan, and designating a responsible person or establishing an on-site fire safety unit. If the building floor area reaches 300 square meters or more, the facility also falls under the list required to purchase mandatory fire and explosion insurance. For larger branches with a floor area of 3,000 square meters or more, classified as commercial works, fire safety design must be appraised before construction and the completed work must undergo acceptance testing and receive approval before it can be put into operation.
Finally, if the chain serves alcohol for on-site consumption, this is a point where the rules have changed from what is still widely believed in the market. Decree 17/2020/ND-CP, amending Decree 105/2017/ND-CP on alcohol trading, abolished the licensing requirement for on-site alcohol consumption sales, replacing it with a registration procedure.
This registration is carried out per business location, at the district-level Economic Division or Division of Economy and Infrastructure where the facility is based, rather than through a single license applied across all branches.
Risks and Common Mistakes in Practice
The most common mistake does not occur at the first branch, but in how the chain expands to its second and third locations. Many investors assume that the Food Safety Certificate obtained for the head office or first branch can be applied across the entire system, only to find, when inspectors visit a newly opened branch, that the required certificate is missing, resulting in a violation record and, in some cases, an order to suspend operations until the certificate is obtained.
Another mistake stems from relying on outdated information about retail licensing. Because many online advisory sources still list a "Business License" or "Retail Outlet Establishment License" as mandatory for any commercial activity involving foreign capital, some investors spend time and resources applying for a license that does not apply to pure food service, while overlooking the obligations that genuinely apply, such as food safety or fire safety.
On fire safety, a common misconception is that a small branch under 100 square meters has no fire safety obligations at all. In reality, a facility below this threshold, while not subject to the full obligations of Article 23 as an officially managed facility, must still comply with general fire safety rules, such as those governing electrical installation and use. Conversely, once a branch expands beyond the area threshold, obligations arise immediately, not only after an incident prompts a reminder.
With on-site alcohol sales, the mistake runs in two opposite directions. Some investors still prepare license applications under the old rules even though they are no longer required, while others mistakenly assume that because only "registration" is required, this step can be skipped as a mere formality. In practice, registering with the district-level Economic Division remains a mandatory obligation; skipping it can still be treated as trading alcohol without proper authorization.
DEDICA's Role in Tracking Operational Paperwork Across Every Branch
What these documents have in common is that they are never handled once and done; they are spread across each facility, each with its own timeline: food safety once every three years, fire safety obligations arising with the floor area of each new branch, alcohol registration per location. For a chain that is expanding or planning to expand continuously, tracking all of these internally, especially when the management team is not yet familiar with Vietnam's legal system, is easy to overlook.
DEDICA's ongoing legal advisory package functions as an outsourced legal department tracking the chain's operations closely: reviewing the current status of paperwork at each location, flagging upcoming renewal deadlines, and updating the business when new decrees change applicable conditions. When a new branch requires fresh documentation, such as a food safety certificate or fire safety dossier, DEDICA coordinates with its dedicated licensing team to handle it promptly, so the new branch is not forced to delay its opening for lack of paperwork.
Conclusion
In essence, food service is not listed among the industries with restricted market access, so foreign investors opening an F&B chain in Vietnam do not need a retail distribution license for this activity. But for each branch to operate lawfully, the following steps must be completed in order for every location: obtaining a separate Certificate of Food Safety Eligibility, valid for 3 years and requiring renewal 6 months before expiry; reviewing the business floor area to determine the applicable fire safety obligations, ranging from basic management, to mandatory fire insurance, to design appraisal and acceptance testing for larger structures; and registering, rather than applying for a license, with the district-level Economic Division if alcohol is served on-site. The most common mistake is not missing paperwork at the first branch, but forgetting to repeat these steps correctly when expanding to the next one. You should review the paperwork status of every location currently in operation now, before opening another branch.
If your chain is operating multiple branches or planning further expansion, DEDICA can review the current paperwork status at each location and track upcoming renewal deadlines, so you can focus on running the business rather than watching over administrative procedures. Contact DEDICA to discuss the specific model of the chain you are operating.
This article is for reference purposes based on the regulations in effect at the time of drafting. Applicable conditions may vary depending on the scale, location, and specific business model of each chain; please consult a DEDICA lawyer for an accurate assessment of your particular case.
