As Vietnam continues to emerge as a leading destination for foreign direct investment (FDI), the retail sector—especially shopping malls and supermarkets—is drawing increasing attention from global investors. With a young population, rising incomes, and modern consumption trends, the demand for commercial shopping spaces is rapidly expanding.

However, to succeed and achieve long-term growth in this field, investors must thoroughly understand Vietnam’s legal framework, investment regulations, and operational nuances. Even financially strong investors may stumble without proper legal preparation and strategic planning.

Key Legal Considerations for Investors

Investing in or operating a shopping mall or supermarket in Vietnam is far more than just renting space and selling products. It involves a complex ecosystem governed by regulations on investment, construction, commerce, fire safety, environmental protection, food hygiene, and more.

Investment and Business Registration Licenses

Investors must apply for an Investment Registration Certificate (IRC) and an Enterprise Registration Certificate (ERC) aligned with the business lines. Retail and distribution are conditional sectors, so foreign investors must comply with ownership limits, business checks, and specific investment formats.

For malls that integrate multiple services (F&B, entertainment, supermarkets, showrooms, etc.), defining the right business lines and legal structure from the start is critical to avoid limitations and costly revisions.

Specialized Permits

Beyond general licenses, investors need to obtain:

Construction permits and design approvals
Fire prevention and fighting certificates
Environmental permits and protection commitments
Food safety certificates for F&B areas
Retail and import licenses (for imported goods)

Failing to secure these permits can delay operations, result in administrative fines, or force project suspensions.

Choosing the Right Legal Structure and Partnerships

Joint ventures with local partners are common to leverage market insight and local advantages. However, clear agreements on profit sharing, control rights, and strategic decisions are essential. Legal teams should support contract negotiations, long-term leases, and operational agreements to safeguard investor interests.

Smart Strategies for Compliance and Success

Once legal procedures are complete, legal compliance must continue during operations—covering employee recruitment, supplier agreements, and retail management.

Compliance with Commercial and Consumer Protection Laws

Shopping malls interact directly with consumers. Thus, regulations on consumer rights, promotions, pricing, and return policies must be followed. Clear complaint-handling and transparent communication build lasting credibility.

Tax Strategy—Don’t Let Small Gaps Sink a Big Ship

FDI in commerce often triggers various taxes: VAT, CIT, foreign contractor tax, etc. Early tax planning helps optimize profits and avoid risks from incorrect filings.

Legal, financial, and tax advisors play a critical role in establishing proper accounting systems, developing pricing transfer plans, and staying updated on tax regulations.

Advice from Legal Experts

Investing in shopping malls or supermarkets in Vietnam should be viewed as a comprehensive legal undertaking. From planning and legal modeling to licensing and operation, partnering with a knowledgeable legal team is essential.

DEDICA Law Firm proudly supports numerous international investors with deep expertise in FDI law, commercial real estate, and licensing. We provide strategic, practical, and sustainable legal solutions for FDI clients.

Planning to invest in a shopping mall or supermarket in Vietnam?

Let DEDICA Law Firm guide you from the very first steps to ensure effective investment, legal compliance, and long-term success.

📞 Hotline: (+84) 39 969 0012
🏢 Head Office: 144 Vo Van Tan St., Vo Thi Sau Ward, District 3, HCMC
🕒 Working Hours: Monday – Friday (8:30 AM – 6:00 PM)

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