Procedures for Obtaining a Distribution Business License for Foreign Investors in Vietnam
Vietnam is one of the fastest-growing consumer markets in the region, attracting a large number of foreign investors seeking to participate in the distribution of goods. However, to operate legally, foreign enterprises must obtain a distribution business license in accordance with Vietnamese law. So how does this process work, what documents are required, and what should investors pay attention to in order to avoid license rejection?
Conditions for Foreign Investors to Obtain a Distribution Business License
Before submitting an application, foreign investors must ensure that they meet all legal conditions to avoid rejection.
Eligible Entities and Scope of Distribution
Not all types of goods may be distributed by foreign-invested enterprises. Sectors related to retail, pharmaceuticals, petroleum, books and newspapers, rice, sugar, tobacco, and films are restricted or subject to special conditions.
Therefore, before preparing the application, investors should carefully review the list of goods allowed for distribution and determine a scope consistent with their business plan.
Financial Capacity and Experience Requirements
The licensing authority will review the financial statements, proof of investment capital, and experience in the distribution field of the foreign enterprise. Demonstrating solid financial capacity increases the likelihood of quick approval.
Procedures for Applying for a Distribution Business License
This is the most important stage of the entire process. A well-prepared and compliant distribution license application process can help enterprises save considerable time and costs.
Step 1: Obtain the Investment Registration Certificate (IRC)
Before applying for a business license, the foreign investor must obtain an Investment Registration Certificate (IRC) from the Department of Planning and Investment. The dossier includes:
Investment project proposal;
Investor’s financial capacity report;
Documents proving the project’s implementation site;
Copies of the investor’s legal documents.
Processing time is typically 15–30 working days.
Step 2: Establish a Foreign-Invested Enterprise
After obtaining the IRC, the investor must register to establish a foreign-invested company (ERC). This is a prerequisite for obtaining the business license. The enterprise may choose a limited liability company (LLC) or joint stock company (JSC) depending on its investment scale.
Step 3: Apply for the Distribution Business License
Once the company registration number is obtained, the investor submits the application for a Business License to the Department of Industry and Trade or the Ministry of Industry and Trade (for special cases). The dossier includes:
Application form;
Explanation of business capacity;
Lease agreement, personnel plan, financial plan;
Projected business operation report.
Processing time is typically 20–25 working days from the date of valid submission.
Important Notes During the Application Process
In practice, many foreign investors face challenges due to incomplete or inconsistent documentation. Below are key points to ensure your application’s success.
Prepare a Consistent and Logical Application
A common reason for rejection is inconsistency between the IRC, ERC, and the business license application. Investors must ensure that the business lines, scope of operation, and address are consistent across all documents.
Comply with WTO Commitments and Vietnamese Law
For distribution sectors open under Vietnam’s WTO Commitments, authorities will review them carefully. If the sector is not included in the open list, additional approval from the Ministry of Industry and Trade may be required.
DEDICA Law’s Legal Solutions and Support for Foreign Investors
DEDICA Law, a professional law firm based in Ho Chi Minh City, has extensive experience in foreign investment and business licensing.
Comprehensive Legal Service for Distribution Licensing
DEDICA assists clients throughout the entire process—from preparing the investment dossier and establishing the company to obtaining the distribution business license, ensuring full legal compliance and efficiency.
We help investors:
Assess the feasibility of distribution projects;
Draft and complete all licensing documents;
Represent clients in dealings with authorities;
Monitor and obtain final results on behalf of clients.
Strategic Legal Advisory and Market Expansion
Beyond licensing, DEDICA Law works with foreign investors to develop compliant, safe, and effective distribution strategies. Our team provides legal solutions to minimize risk, optimize costs, and ensure sustainable business operations.
Conclusion
Obtaining a distribution business license for foreign investors in Vietnam requires deep understanding of legal regulations, administrative procedures, and practical experience. Even minor mistakes can delay or result in license denial.
If you are planning to enter the distribution sector in Vietnam, contact DEDICA Law for professional, comprehensive legal support.
Contact DEDICA Law Firm for expert consultation!
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