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Investment & licensing

Business licences and trading licences for foreign-invested companies in Vietnam

Our licensing service helps foreign-invested companies identify the licences and certificates they need before operating in Vietnam and prepare the applications: the business licence for trading activities, the retail outlet licence and sector licences for conditional business lines. We work under Decree 342/2026/ND-CP, in force from 18 October 2026, which replaced Decree 09/2018/ND-CP.

TimelineUsually 3 to 8 weeks, depending on the licence and whether the Ministries of Public Security and National Defence must be consulted or an ENT applies.
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Overview

Which licences does a foreign-invested company need before operating?

Applications the licensing authority received before 18 October 2026 are still decided under Decree 09/2018/ND-CP and Article 36 of Decree 146/2025/ND-CP (Clause 5, Article 44 of Decree 342/2026/ND-CP). From 18 October 2026, Decree 342/2026/ND-CP of 3 September 2026 replaces Decree 09/2018/ND-CP (Article 45), so the date of filing decides which rules apply. Under the new decree, the business licence is issued by the provincial People’s Committee where the company has its head office (Clause 1, Article 8).

Holding an IRC and ERC does not mean a foreign-invested company can start trading straight away. Many conditional business lines require a licence or certificate before operating (Article 7 of the Law on Investment No. 143/2025/QH15). For trading activities, FIEs also need a business licence for the activities listed in Clause 1, Article 5 of Decree 342/2026/ND-CP, such as retail, and a retail outlet licence to open a retail outlet (Clause 2, Article 5).

Trading activities outside Clause 1, Article 5, such as importing or wholesaling most goods, do not need a business licence; the company only registers them in the documents issued under the Law on Investment and the Law on Enterprises (Clause 1, Article 6). LexData helps you work out which activities need a licence and which only need registration, to avoid applying for licences you do not need or operating without one you do.

What’s included

What does our licensing service cover?

  • Map your business lines against the list of conditional business lines (Article 7 and Appendix IV of the Law on Investment No. 143/2025/QH15) to identify the licences and certificates needed before operating.
  • Business licence for the activities that require one: retail distribution; import and wholesale of petroleum-based lubricants; certain logistics services; goods leasing; trade promotion; commercial intermediary services; operating e-commerce platforms; and organising tenders for goods and services (Clause 1, Article 5 of Decree 342/2026/ND-CP).
  • Retail outlet licence, including whether an economic needs test (ENT) applies (Article 22 of Decree 342/2026/ND-CP) and the documents on the outlet site.
  • Registering trading activities that do not need a business licence in the IRC and ERC (Clause 1, Article 6 of Decree 342/2026/ND-CP).
  • Amending or re-issuing the business licence when its content changes, the head office moves to another province, or it is lost or damaged (Articles 13 and 16 of Decree 342/2026/ND-CP).

Who it’s for

Which companies need these licences?

  • Foreign-invested companies planning to retail, open stores or supermarkets, or build a retail chain in Vietnam.
  • FIEs importing and distributing goods, or providing logistics, commercial intermediary or trade promotion services.
  • FIEs operating e-commerce marketplaces or platforms.
  • Newly formed FIEs, or FIEs adding conditional business lines, that need to know which licences come first.

Deliverables

What you receive

  • A licence map: the licences and certificates required, the issuing authority and the order to obtain them.
  • Complete applications for the business licence, retail outlet licence or sector licence, including the explanatory statement and business plan where required.
  • The licence issued by the competent authority, or its written reply if the application is refused.
  • A calendar of licence terms, the events that trigger amendments or re-issuance, and related reporting duties.

How we work

Business licensing in Vietnam in 4 steps

  1. 01

    Map business lines and licences

    Review the business lines, goods, business model and locations to identify the licences, authorities and rules that apply.

  2. 02

    Prepare the application

    Draft the application, the explanation of how conditions are met and the business plan, and collect site and tax status documents.

  3. 03

    File and respond

    File the application, supplement it as requested and respond to the licensing authority until a decision is issued.

  4. 04

    After licensing

    Track licence terms and the changes that require amendments, and update licences as you open new outlets or start new activities.

What to prepare

The IRC and ERC, the business lines and goods traded, the sales model, documents on store or warehouse sites and a tax status confirmation.

Scope and pricing factors

Fees depend on the type and number of licences, the number of retail outlets and whether an ENT or ministry consultation applies. Government fees and translation are charged separately.

FAQ

About business licences and trading licences for foreign-invested companies in Vietnam

When does a foreign-invested company need a business licence in Vietnam?

Under Clause 1, Article 5 of Decree 342/2026/ND-CP, a business licence is needed for retail distribution; import and wholesale of petroleum-based lubricants; certain logistics services; goods leasing; trade promotion; commercial intermediary services; operating e-commerce platforms; and organising tenders for goods and services. Other trading activities only need to be registered in the IRC and ERC (Clause 1, Article 6). Retail of rice, sugar, recorded media, books, newspapers and magazines (goods on which Vietnam has made no market-opening commitment) is considered only for an economic organisation that already holds a retail outlet licence for a convenience store, mini-supermarket or supermarket, and only for retail at those outlets (Point d, Clause 4, Article 9).

How long does a business licence take?

Under Decree 342/2026/ND-CP, applicable from 18 October 2026: the licensing authority checks the application within 3 working days and reviews the conditions within 10 working days of a complete and valid application. Where the Ministries of Public Security and National Defence must be consulted, they have 14 working days to reply, and the authority then decides within 3 working days (Article 12). Applications received before 18 October 2026 are decided under Decree 09/2018/ND-CP (Clause 5, Article 44).

When is an economic needs test (ENT) required for a retail outlet?

Only when the foreign investor is from a country or territory that is not party to a treaty committing Vietnam to abolish the ENT, and opens a retail outlet beyond its first one. Outlets under 500 m² located in a shopping centre that are not convenience stores, mini-supermarkets or supermarkets are exempt (Clause 1, Article 22 of Decree 342/2026/ND-CP).

When does Decree 342/2026/ND-CP apply?

From 18 October 2026, replacing Decree 09/2018/ND-CP (Article 45). Applications received before that date are still decided under Decree 09/2018/ND-CP and Article 36 of Decree 146/2025/ND-CP (Clause 5, Article 44).

Legal references

Content last updated: .

Specific obligations and filings depend on your circumstances and the rules in force at the time. Official legal texts are in Vietnamese; English wording on this page is an unofficial explanation.

Further reading

Learn more before you start

  • Export processing enterprise in Vietnam: EPE status, customs conditions, tax and domestic sales in 2026

    How an export processing enterprise (EPE) works in Vietnam under Article 26 of Decree 35/2022/ND-CP: where it can be located, how EPE status is recorded on the IRC, the fence, camera and software conditions for customs supervision, import duty, 0% VAT, corporate income tax after Law 67/2025, selling and liquidating goods into the domestic market, trading rights under Decree 342/2026, and a comparison with an ordinary exporter in an industrial park.

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