CASES AND CONDITIONS FOR GRANTING A BUSINESS LICENSE UNDER CURRENT REGULATIONS

In business operations, not every business line can be commenced immediately after a company is issued its Enterprise Registration Certificate. Depending on the business sector, the company may be required to satisfy certain statutory conditions and complete procedures for obtaining the relevant Business License or specialized license before officially commencing its operations. 

1. Conditions for Granting a Business License

According to Article 9 of Decree No. 09/2018/ND-CPThe conditions for granting a Business License for goods trading and activities directly related to goods trading to economic organizations are divided into four specific groups as follows: 

Group 1. Investors from countries/territories that have an International Treaty with Vietnam

– Satisfy market access conditions under the relevant International Treaty.

– Have a feasible financial plan for the proposed licensed activities.

– Have no overdue tax debts (if the investor has operated in Vietnam for one year or more).

Group 2. Investors from countries/territories that do not have an International Treaty with Vietnam

– Satisfy the financial and tax debt requirements applicable to Group 1.

– Satisfy additional criteria, including compliance with specialized laws, no adverse impact on the competitiveness of domestic enterprises, the ability to create employment, and contributions to the state budget.

Group 3. Provision of services for which Vietnam has not committed to market opening under an International Treaty

– Be subject to all conditions and strict assessment criteria applicable to Group 2.

Group 4. Trading in restricted goods (lubricating oils and greases, rice, sugar, recorded products, books and newspapers)

– Satisfy all conditions applicable to Group 2.

– For lubricating oils and greases: The right to import and distribute on a wholesale basis shall only be considered if the enterprise manufactures such products in Vietnam or distributes specialized machinery/equipment that uses such lubricating oils and greases.

– For rice, sugar, books and newspapers, and recorded products: The right to distribute on a retail basis shall only be considered for enterprises that already have retail establishments (supermarkets, mini-supermarkets, or convenience stores) for direct sale of such goods.

2. Cases Requiring a Business License

Pursuant to Article 5 of Decree No. 09/2018/ND-CP, a Business License is required for foreign-invested economic organizations to carry out certain activities, including:

– Exercising the right to retail distribution of goods;

– Exercising the right to import and the right to wholesale distribution of goods in cases prescribed by law;

– Providing logistics services in cases subject to licensing requirements;

– Leasing goods, except for cases excluded under applicable regulations;

– Providing trade promotion services, excluding advertising services;

– Providing commercial intermediary services;

– Providing e-commerce services;

– Providing services for organizing tenders for goods and services.

In addition, a Business License is not the only type of license that an enterprise may be required to obtain. Where an enterprise, including a foreign-invested enterprise, intends to operate in a conditional business line, it must also satisfy all applicable conditions and complete procedures for obtaining the relevant licenses, certificates, or approvals as prescribed by specialized legislation.

The list of conditional business lines is provided in Appendix IV of the 2025 Law on Investment. Therefore, before commencing business operations, an enterprise should simultaneously review its registered business lines, market access conditions applicable to foreign investors (if any), and sector-specific business conditions to accurately determine the licenses and approvals required.

3. Important Notes for Enterprises

Review of Tax and Financial Obligations: FIEs must ensure that they have fully fulfilled their tax obligations and have no overdue tax debts before submitting an application for the issuance or amendment of a Business License.

Assessment of Planning and Infrastructure Capacity: When registering for the trading of goods under Group 4, particularly the retail distribution of rice, sugar, books and newspapers, the enterprise must prove its lawful ownership or right to use the existing retail facilities, such as supermarkets and convenience stores.

Proactive Compliance with Ancillary Conditions: Registration of business lines on the Enterprise Registration Certificate is only a necessary condition. Enterprises must not commence operations before completing all procedures for obtaining the relevant sector-specific licenses and permits (e.g., fire prevention and fighting, food safety, and security and public order permits) in order to avoid the risk of administrative penalties or suspension of operations.