Commodity trade services are goods exchange activities, including export, import, wholesale and retail services. This is one of the basic services of the economy, so retail activities are of great interest to investors, especially foreign investors who want to expand the product consumption market in Vietnam. Foreign investors who want to do retail business in Vietnam must apply for a business license before retailing goods.

Legal basis

• Commercial Law 2005;
• Decree No. 09/2018/ND-CP Guiding the Commercial Law on goods purchase and sale activities and activities directly related to goods purchase and sale of foreign-invested enterprises in Vietnam;
• Circular 34/2013/TT-BCT announcing the roadmap for goods trading and activities directly related to goods purchase and sale of foreign-invested enterprises in Vietnam, issued by the Minister of Industry and Trade;

A business license to exercise the right to retail distribution of goods is granted to a foreign-invested economic organization to exercise the right to retail distribution of goods.

Conditions for granting a retail business license

According to the provisions of Decree 09/2018/ND-CP detailing the conditions for being granted a license:

a. In case a foreign investor belongs to a country or territory that is a contracting party to an international treaty to which Vietnam is a contracting party, there is a commitment to open the market for goods trading and activities directly related to the sale and purchase of goods:

• Satisfy the conditions on market access in international treaties to which Vietnam is a contracting party;
• Having a financial plan to carry out the activities requested for a business license;
• No overdue tax debt in case it has been established in Vietnam for 01 year or more.

b. In case the foreign investor does not belong to a country or territory participating in an international treaty to which Vietnam is a contracting party:

• Having a financial plan to carry out the activities requested for a business license;
• No overdue tax debt in case it has been established in Vietnam for 01 year or more.
• Comply with the provisions of specialized laws;
• Consistent with the level of competition of domestic enterprises in the same field of operation;
• Ability to create jobs for domestic workers;
• Ability and level of contribution to the state budget.

c. In case of retailing rice; sugar; recorded items; books, newspapers and magazines: Consider granting the license to foreign-invested economic organizations that already have retail establishments in the form of supermarkets, mini-marts, and convenience stores to retail at those establishments.

Dossier for the application

Components of an application for a retail business license are specified in Decree 09/2018/ND-CP, including:

• Application for a Retail Business License
• An explanation with the following contents: Explanation of the conditions for granting a business license; Business plan; Financial planning; Business situation of goods purchase and sale activities directly related to the purchase and sale of goods; financial situation of the foreign-invested economic organization up to the time of application for a retail business license (economic organizations with retail establishments in Vietnam, after receiving contributed capital, become foreign-invested economic organizations, economic organizations in the cases specified at Points b and c, Clause 1, Article 23 of the Law on Investment).
• Documents from tax authorities proving that there is no overdue tax debt;
• Copy of: Certificate of business registration; Certificate of investment registration in the project of goods trading and activities directly related to the purchase and sale of goods (if any);
• Financial documents of investors.

Procedure for granting a retail business license

In case of granting a retail license for goods other than rice; sugar; recorded items; books, newspapers and magazines:

• The economic organization shall submit 01 application;
• Competent state agency: Department of Industry and Trade;

In case of granting a retail license for rice; sugar; recorded items; books, newspapers and magazines:

• The economic organizations shall submit: 03 sets of documents;
• Competent state agency: Department of Industry and Trade;
• Agency giving opinions on licensing: Ministry of Industry and Trade, Ministry of specialized management;

Time for implementation

• Within 03 working days from the date of receipt of the dossier, the Department of Industry and Trade shall examine and request amendments and supplements if the dossier is not sufficient and valid;
• Within 10 working days from the date of receipt of a complete and valid dossier, the Department of Industry and Trade shall check the licensing conditions in case of refusal to grant a permit, and must reply in writing and clearly state the reason; In case the conditions are satisfied, the Department of Industry and Trade shall send the dossier together with the written opinion of the Ministry of Industry and Trade and the line management ministry;
• Within 15 days from the date of receipt of the application, the Ministry of Industry and Trade and the line ministry shall issue a written approval for the grant of a business license; In case of refusal, there must be a written reply clearly stating the reason.
• Within 03 working days from the date of receiving the written approval from the Ministry of Industry and Trade and the line management ministry, the Department of Industry and Trade shall issue a business license.

Above is our advice on this matter. If you need more detailed advice as well as how to access this service, please contact Lawyer – Mr. Nguyen Duc Trong directly via hotline: 0912.35.65.75, 0912.35.53.53 or call Free Consultancy Center 1900.6575 or send a service request via email: info@hongbanglawfirm.com

We wish you and your family good health, peace and success!

Best regards!

Hong Bang Law Firm.