GUIDELINES FOR ISSUANCE OF RETAIL BUSINESS LICENSE

Vietnam is regarded as a promising and attractive market, drawing significant interest from foreign investors. To ensure transparency, align with economic development goals, and foster a fair and balanced business environment between domestic and foreign enterprises, Vietnamese law establishes specific regulations to govern the retail activities of foreign-invested enterprises. Accordingly, foreign-invested economic organizations must complete the procedure for obtaining a retail business license before engaging in the distribution of goods as prescribed by law.

Retail business license as a mandatory requirement

Pursuant to Article 5 of Decree No. 09/2018/ND-CP, obtaining retail business license is a mandatory requirement for foreign-invested economic organizations engaging in the following retail business activities in Vietnam:

– Exercising the right to retail distribution of goods (excluding goods such as rice, sugar, recorded media, books, newspapers, and magazines).

– Exercising the right to retail distribution of goods such as rice, sugar, recorded media, books, newspapers, and magazines in the form of supermarkets, mini-supermarkets, or convenience stores.

To obtain retail business license, the applicant must meet specific conditions and follow the prescribed procedures

The conditions for granting a retail business license include compliance with market access requirements, the investor’s financial plan, absence of overdue tax debts, and specific conditions applicable to certain goods or as provided under relevant specialized laws.

>> IN WHICH CASES IS BUSINESS LICENSE MANDATORY? https://linconlaw.vn/in-which-cases-is-business-license-mandatory/

The application process for obtaining retail business license involves the following steps:

Step 1: To prepare and submit the application

The application for retail business license must be submitted to the competent state authority. It can be filed in one of the following ways: in person, by postal service, or electronically, provided that the conditions for electronic submission are met.

The application dossier for retail business license includes:

– Application form.

– Explanatory statement: a detailed explanation demonstrating compliance with the required conditions, covering the following: (i) Conditions for obtaining the license (e.g., market access requirements, financial planning, absence of overdue tax liabilities); (ii) Business plan; (iii) Financial plan; (iv) Current business status.

– Proof of no overdue tax liabilities issued by a competent authority certifying that the applicant has no overdue tax debts.

– Enterprise registration certificate;

– Investment registration certificate for projects involving the trading of goods and activities directly related to the trading of goods (if applicable).

Step 2: To submit and process of the application by the competent authority

– The licensing authority reviews the application and requests amendments or supplementation if the dossier is incomplete or invalid. The processing time is three (3) working days from the date of receipt of the application.

– The licensing authority evaluates the fulfillment of the conditions for granting the retail business license and consults with the Ministry of Industry and Trade and other relevant sectoral management ministries. This must be done within ten (10) working days from the date of receipt of a complete and valid application.

The Ministry of Industry and Trade and the relevant sectoral management ministries must provide written approval or disapproval within fifteen (15) working days from the date of receipt of the application.

If the conditions are not met, a rejection notice must be issued, clearly stating the reasons for the denial.

– The licensing authority issues the retail business license based on the approval documents received within three (3) working days.

Competent licensing authority

The Department of Industry and Trade at the location where the foreign-invested economic organization’s headquarters is situated holds the authority and responsibility for issuing retail business licenses.

Validity period of the retail business license

The retail business license is valid for a period of five (5) years in the following cases:

– The foreign investor originates from a country or territory not party to international treaties to which Vietnam is a member;

– The retail business services are not committed to market access under international treaties to which Vietnam is a member;

– The retail goods are not committed to market access under international treaties to which Vietnam is a member, including lubricants, rice, sugar, recorded media, books, newspapers, and magazines.

Enterprises may apply for a renewal of the retail business license upon expiration. The renewed license will have a validity period equal to the remaining duration of the previously issued license.

>> TRANSFER OF INVESTMENT PROJECTS, KEY CONSIDERATION ON CONDITIONS AND PROCEDURE https://linconlaw.vn/transfer-of-investment-projects-key-consideration-on-conditions-and-procedure/