Conditions for Issuing Business Licenses to Economic Organizations with Foreign Investment

In particular, the Decree clearly stipulates regulations on the conduct of goods trading activities, activities directly related to goods trading, and the conditions for granting business licenses.

Goods trading activities of economic organizations with foreign investment

The Decree stipulates that foreign-invested economic organizations that have been granted export rights may export the following goods abroad and to separate customs zones: goods purchased in Vietnam; goods processed in Vietnam under contract by such organizations; and goods legally imported into Vietnam, subject to the following conditions:

- Exported goods must not be included in the list of goods prohibited from export, the list of goods temporarily suspended from export, or the list of goods prohibited from export under international treaties to which Vietnam is a party;

- For export goods subject to licensing or specific conditions, foreign-invested economic organizations must hold the necessary license or meet all conditions prescribed by law.

Foreign-invested economic organizations that have been granted import rights may import goods from abroad and from separate customs zones into Vietnam, subject to the following conditions:

- Imported goods must not be included in the list of goods prohibited from import, the list of goods temporarily suspended from import, or the list of goods not permitted for import under international treaties to which Vietnam is a party;

- For goods subject to import licensing or conditional importation, foreign-invested economic organizations must hold the required license or meet all conditions prescribed by law.

The Decree specifies that foreign-invested economic organizations already possess the right to wholesale distribution and the right to retail distribution, and are permitted to engage in the wholesale and retail sale of goods produced or processed in Vietnam, as well as goods legally imported into Vietnam.

For industries and business sectors subject to conditional investment, foreign-invested economic organizations may conduct business activities only when they fully meet the conditions prescribed by law.

Issuance of Business Licenses

The Decree stipulates: A business license is issued to foreign-invested economic organizations to carry out the following activities:

- Exercising the right to engage in retail distribution of goods, excluding the goods specified in point d of section 4 below;

- To exercise the right to import and the right to wholesale distribution of goods specified in point c of Section 4 below;

- Exercising the right to engage in the retail distribution of goods specified in point d of Section 4 below;

- Providing logistics services; except for those logistics service sub-sectors for which Vietnam has committed to market opening under international treaties to which Vietnam is a party;

- Leasing of goods, excluding financial leasing; except for the leasing of construction equipment with an operator;

- Providing trade promotion services, excluding advertising services;

- Providing commercial intermediary services;

- Management and operation of intermediary e-commerce platforms, social media platforms engaged in e-commerce, and integrated commerce platforms;

- Providing services for organizing tenders for goods and services.

Conditions, Criteria, and Grounds for Issuing a Business License

1- Foreign investors from countries or territories that are parties to an international treaty to which Vietnam is a signatory—and which includes commitments to open their markets to the trade of goods and activities directly related to such trade—must meet the following conditions:

a) Market access conditions set forth in the international treaty to which Vietnam and the relevant country or territory are parties, and which the foreign investor has chosen to apply in accordance with investment laws. Foreign investors must meet this condition throughout their business operations in Vietnam as prescribed in this Decree;

b) Have no overdue tax debts if the foreign investor has established a business entity in Vietnam for one year or more as of the date of filing the application.

2- Foreign investors not from a country or territory that is a party to an international treaty to which Vietnam is a party must meet the following conditions and criteria:

a) The conditions specified in point b of Section 1;

b) The following criteria: Compliance with the provisions of relevant sector-specific laws; and alignment with the level of competition from domestic enterprises in the same field of operation during the one-year period prior to the date of application submission.

3- In cases where business services have not been committed to market opening in international treaties to which Vietnam is a party:

a) Foreign investors falling under the category specified in Section 1 above must meet the conditions and criteria specified in Section 1 and subpoint b of Section 2;

b) Foreign investors falling under the category specified in Section 2 must meet the conditions and criteria specified in Section 2.

4- In cases where the trade in goods has not been committed to market access under international treaties to which Vietnam is a party (lubricating oils and greases derived from petroleum; rice; sugar; recorded media; books, newspapers, and magazines):

a) Foreign investors falling under the category specified in Section 1 must meet the conditions and criteria set forth in Section 1, subparagraph b of Section 2, and subparagraphs c and d of Section 4 herein, as applicable to the respective goods;

b) Foreign investors falling under the category specified in Section 2 must meet the conditions and criteria set forth in Section 2 and subparagraphs c and d of Section 4 of this document, as applicable to the respective goods;

c) For goods consisting of lubricating oils and greases derived from petroleum, the licensing authority shall consider granting a license to exercise the right to import and the right to wholesale distribution to an economic organization with foreign investment that meets one of the following conditions:

- Have been issued an Investment Registration Certificate for a project to produce petroleum-based lubricating oils and greases in Vietnam;

- Have been issued an Investment Registration Certificate for a project to manufacture, or have been authorized to distribute in Vietnam, machinery, equipment, or goods that use petroleum-based lubricating oils and greases;

d) For goods such as rice; sugar; recorded media; books, newspapers, and magazines, the licensing authority shall consider granting a retail distribution license to foreign-invested economic organizations that have been granted a license to establish retail outlets in the form of convenience stores, mini-supermarkets, or supermarkets for the purpose of retail sales at those retail outlets.

5- The Licensing Authority shall review compliance with the conditions, criteria, and the following grounds to decide on the issuance of a business license for the cases specified in items 2, 3, and 4 above:

a) For the cases specified in items 3 and 4: Alignment with the development strategies of the industry and sector at the local, regional, and national levels; and the progress of Vietnam’s market liberalization and trade negotiations.

b) For cases specified in Section 2: The provisions set forth in subparagraph a of Section 5 herein; diplomatic relations, national security issues, public order, and social safety.

Authority Issuing Business Licenses

Pursuant to regulations, the provincial-level People’s Committee where the foreign-invested economic organization has its principal place of business is responsible for: issuing, reissuing, amending, and revoking business licenses.

The licensing authority shall seek the opinion of the Ministry of Public Security and the Ministry of National Defense on matters of national security in the following cases:

- The cases specified in Section 2, subpoint b of Section 3, and subpoint b of Section 4 above;

- A foreign investor that controls an economic entity that is the operator of an intermediary e-commerce platform, a social media platform engaged in e-commerce, or an integrated e-commerce platform that is classified as a major digital platform under the laws on consumer protection and e-commerce./.