Procedures for Applying for a Retail Business License for a 100% Foreign-Owned Enterprise
Can a 100% foreign-owned enterprise conduct retail business in Vietnam? What are the conditions, procedures, and how can businesses avoid rejection from authorities? This article by DEDICA Law will help you understand the entire process, requirements, and important notes when applying for a retail business license in Vietnam.
Concept and Legal Basis
When a foreign-invested company wishes to trade goods in Vietnam, besides the Investment Registration Certificate and the Enterprise Registration Certificate, it must obtain a Business License to perform distribution, retail sales, or open retail outlets. This requirement is guided by regulations under the Investment Law.
What Is a Retail Business License?
A Retail Business License is issued by the Department of Industry and Trade or the Ministry of Industry and Trade, allowing foreign-invested companies to sell goods directly to consumers in Vietnam. It is a special type of license applicable only to foreign investors or enterprises with foreign investment capital.
Legal Framework Governing Retail Activities
Retail activities of 100% foreign-owned enterprises in Vietnam are strictly managed by the investment and commercial legal system. These regulations ensure fairness between domestic and foreign businesses and maintain a healthy retail environment aligned with national economic development goals.
In other words, all foreign enterprises wishing to engage in retail in Vietnam must comply with conditions on business sectors, operational forms, and licensing procedures established by trade authorities. This ensures transparency, fair competition, and a secure retail market.
Conditions for Applying
Not every foreign enterprise can freely open retail stores in Vietnam. Licensing depends on the type of goods, business scope, and investor nationality.
Industry and Scope Requirements
The business sector must align with Vietnam’s WTO and FTA commitments.
Goods must not fall under restricted or prohibited categories.
The retail location must meet legal, environmental, and safety standards.
Financial and Experience Requirements
Investors must prove:
Sufficient financial capacity to sustain operations;
International retail experience, especially for multiple outlets;
A feasible business plan aligned with local trade development plans.
Application Procedure
Applying for a retail business license involves several steps and requires careful preparation to avoid rejection.
Required Documents
Application form;
Copies of Investment and Enterprise Registration Certificates;
Financial statements;
Business plan and experience explanation;
Lease or proof of retail location;
Documents on goods origin or supply chain (if applicable).
The Department of Industry and Trade may request additional documents depending on each case.
Process
Submit documents to the Department of Industry and Trade.
The Department reviews and may consult with the Ministry or relevant authorities.
The competent authority issues the license.
The enterprise begins retail activities after approval.
Common Issues and How DEDICA Law Can Help
Mistakes often include:
Missing certified translations;
Unclear business plans;
Retail locations not matching urban planning;
Missing permits for conditional goods (e.g., alcohol, cosmetics, pharmaceuticals).
DEDICA Law provides full-service support:
Legal condition review;
Drafting and completing documents;
Representing clients in licensing procedures;
Assisting with retail setup and license adjustment.
Benefits of Working with DEDICA Law
With extensive experience in FDI consulting, DEDICA helps businesses minimize risk, save time, and ensure successful licensing.
Need help with your retail business license?
Contact DEDICA Law for professional legal consultation.
📞 Hotline: (+84) 39 969 0012
🏢 144 Vo Van Tan Street, District 3, Ho Chi Minh City
🕒 Monday – Friday (8:30 – 18:00)
