What is the trading license in Vietnam?

The trading license is a sub-license mandatory for foreign-owned companies in some specific cases; notably when providing services of:

  • Retail,
  • Wholesale of specific products (such as llubricants, rice, sugar, recorded items, books, newspapers and magazines),
  • E-commerce,
  • Logistics (except for specific cases),
  • Goods leasing (excluding finance leasing and leasing of construction equipment with operator services),
  • Commercial intermediary,
  • Bid-holding,
  • Commercial promotion (excluding advertising services).

The trading license is granted by the Department of Industry and Trade and in some special cases, an approval from the Ministry of Industry and Trade can be required.

If a retail outlet is also to be established, an additional sub-license is required. This last license can be difficult to obtain, especially if several outlets are to be opened as the company must obtain the outlet license for each of them and pass the Economic Needs Test (“ENT”). The ENT is not required for the first retail outlet and subsequent outlets having a total area under 500 sqm and located inside a shopping mall, provided that such outlet is not in the form of a convenient store or mini supermarket.

Legal services:

  • Applying for the trading license;
  • Adjusting or renewing the license to follow your business’ evolution (change of business activities, address, name, etc.);
  • Obtaining the retail outlet license to set up your retail establishment, and passing the Economic Needs Test when required.

How to proceed?

  • Contact us via phone, email or create a CRM account to define your investment requirements and objectives with our lawyers.
  • Whenever possible we will meet in person to define your legal strategy in depth.
  • Our legal services will notably include our advisory on the conditions to obtain the Trading License and setup the retail outlet (if any).
  • We will provide you with the list of required information and documents, as well as the application dossier drafted and translated by us into Vietnamese and English languages.
  • At any time, you can access the CRM system to manage and keep a track of your legal services.

The trading license is a sub-license mandatory for foreign-owned companies in some specific cases, notably when providing services of:

  • Retail;
  • Wholesale of specific products (such as lubricants, rice, sugar, recorded items, books, newspapers and magazines);
  • E-commerce;
  • Logistics (except for specific cases);
  • Goods leasing (excluding finance leasing and leasing of construction equipment with operator services);
  • Commercial intermediary;
  • Bid-holding;
  • Commercial promotion (excluding advertising services).

The trading license is granted by the Department of Industry and Trade and in some special cases, an approval from the Ministry of Industry and Trade can be required.

Direct and indirect investment are usually defined as follows:

  • Direct investment is a form of investment in which foreign investors invest in the company’s capital in order to gain direct control over the company and investment project.
  • Indirect investment is a form of investment in which foreign investors invest in the company’s capital but are not directly involved in the management.

Although the law on enterprises and investment does not specifically stipulate the prohibition of foreign investors from establishing sole-proprietorship companies, there is no regulation on the process for foreign investors to establish sole-proprietorship company. Therefore, currently, it is not feasible to establish a sole-proprietorship company in Vietnam because the nature of the sole-proprietorship company is owned by an individual, which is fully responsible and not limited to the company’s activities with all of his/her assets, and this characteristic makes it very difficult for the State to limit the responsibility of foreign investors.

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