This Decree elaborates on Article 22 of the Law on Commerce and Article 5 of the Law on Foreign Trade Management on goods trading activities and activities directly related to goods trading of foreign investors and foreign-invested economic organizations in Vietnam.

This Decree applies to foreign investors, foreign-invested economic organizations, and agencies, organizations and individuals involved in goods trading activities and activities directly related to goods trading of foreign investors and foreign-invested economic organizations in Vietnam.

For the purpose of this Decree, the following terms shall be construed as follows:

1. Goods means movable goods within the scope of Vietnam's commitments on the right to export, right to import, wholesale distribution right and retail distribution right in international treaties to which the Socialist Republic of Vietnam is a party.

2. Goods trading activities include:

a) Exercising the right to export;

b) Exercising the right to import;

c) Exercising the right to distribute.

3. Activities directly related to goods trading include:

a) Provision of commercial inspection services;

b) Provision of logistics services;

c) Goods leasing, excluding financial leasing and leasing of construction equipment with operators;

d) Provision of trade promotion services, excluding advertising services;

dd) Provision of commercial intermediary services, excluding wholesale agency and retail agency activities;

e) Management and operation of intermediary e-commerce platforms, social networks conducting e-commerce activities and integrated commerce platforms;

g) Provision of goods and services bidding organization services.

4. The right to export means the right to purchase goods in Vietnam for export, including the right to be named on the export goods declaration to carry out and be responsible for procedures relating to export. The right to export does not include the right to purchase goods from entities that are not traders for export, unless otherwise provided by Vietnamese law or international treaties to which the Socialist Republic of Vietnam is a party.

5. The right to import means the right to import goods from abroad into Vietnam for sale to traders having the right to distribute such goods in Vietnam, including the right to be named on the import goods declaration to carry out and be responsible for procedures relating to import. The right to import does not include the right to organize or participate in the goods distribution system in Vietnam, unless otherwise provided by Vietnamese law or international treaties to which the Socialist Republic of Vietnam is a party.

6. Distribution means wholesale, retail, commercial agency and commercial franchising activities in the field of distribution.

7. The right to distribute means the right to directly conduct distribution activities.

8. Wholesale means the activity of selling goods to wholesale traders, retail traders and other traders and organizations, including wholesale agency but excluding retail activities.

9. Retail means the activity of selling goods to individuals, households and other organizations for consumption purposes, including retail agency.

10. A retail establishment means a location where retail activities are conducted, excluding vending machines and mobile retail units.

11. A retail establishment other than the first retail establishment means a retail establishment set up in Vietnam by one of the foreign investors or foreign-invested economic organizations that already has a retail establishment in Vietnam, or set up by one of the foreign investors or foreign-invested economic organizations under the same trademark and trade name as at least one licensed and currently operating retail establishment in Vietnam of such foreign investor or foreign-invested economic organization.

12. Types of retail establishments include:

a) A convenience store is a retail establishment with a selling area of under 300 m², retailing fast-moving consumer goods (FMCG), including ready-to-eat food, beverages and common consumer goods, for quick on-site consumption or takeaway;

b) A mini supermarket is a retail establishment with a selling area of no more than 500 m², retailing goods including food, beverages, consumer goods and other goods;

c) A supermarket is a retail establishment with a selling area of over 500 m², retailing goods including food, beverages, consumer goods and other goods;

d) A commercial center is a location comprising multiple retail establishments and service establishments arranged in a concentrated and interconnected manner within one or more adjacent architectural works, licensed in accordance with the law on investment and construction.

13. The selling area of a retail establishment means the area of the zone used for displaying, storing and retailing goods and activities directly ancillary to retailing goods.

14. Documents on the retail establishment location means documents proving that the foreign-invested economic organization has the right to operate and use such location to set up a retail establishment in accordance with the law; and documents proving that such location meets the conditions for use as a retail establishment in accordance with the law on land management, planning, investment, construction, fire prevention and fighting, traffic safety and environmental sanitation.

15. The Database means the Database on goods trading activities and activities directly related to goods trading of foreign investors and foreign-invested economic organizations in Vietnam on the electronic information portal of the Ministry of Industry and Trade (hereinafter referred to as the "Database").

16. The Licensing Authority means the authority issuing the Business License and Retail Establishment License prescribed in Clauses 1 and 2 of Article 8 of this Decree.

1. Foreign investors and foreign-invested economic organizations conducting goods trading activities and activities directly related to goods trading in Vietnam must comply with the provisions of this Decree; where an international treaty to which the Socialist Republic of Vietnam is a party provides otherwise, the provisions of such international treaty shall apply.

2. Foreign-invested economic organizations conducting goods trading activities and activities directly related to goods trading in Vietnam must, in addition to complying with the provisions of this Decree, comply with the provisions of other relevant laws.

1. A Business License is issued to a foreign-invested economic organization to conduct the following activities:

a) Exercising the retail distribution right for goods, excluding goods prescribed in Point d, Clause 4 of Article 9 of this Decree;

b) Exercising the right to import and wholesale distribution right for goods prescribed in Point c, Clause 4 of Article 9 of this Decree;

c) Exercising the retail distribution right for goods prescribed in Point d, Clause 4 of Article 9 of this Decree;

d) Providing logistics services, except for logistics service sub-sectors for which Vietnam has made market access commitments in international treaties to which the Socialist Republic of Vietnam is a party;

dd) Goods leasing, excluding financial leasing; except for leasing of construction equipment with operators;

e) Providing trade promotion services, excluding advertising services;

g) Providing commercial intermediary services;

h) Managing and operating intermediary e-commerce platforms, social networks conducting e-commerce activities and integrated commerce platforms;

i) Providing of goods and services bidding organization services.

2. A Retail Establishment License is issued to a foreign-invested economic organization to set up a retail establishment.

3. A foreign-invested economic organization has the right to apply for a Retail Establishment License after obtaining a Business License and documents on the retail establishment location.

4. Where the location of the first retail establishment is in the same province or centrally-affiliated city as the head office, the foreign-invested economic organization has the right to apply for a Business License simultaneously with a Retail Establishment License for the first retail establishment. The application and procedures shall be in accordance with Article 19 of this Decree.

5. Economic organizations falling under the cases prescribed in Clause 1 of Article 20 of the Law on Investment must meet the conditions and carry out the procedures for issuance of a Business License when conducting activities requiring a Business License, and the procedures for issuance of a Retail Establishment License when setting up a retail establishment, in accordance with this Decree.

6. An economic organization having retail establishments in Vietnam that, upon receiving capital contributions, becomes a foreign-invested economic organization or an economic organization falling under the cases prescribed in Clause 1 of Article 20 of the Law on Investment must carry out the procedures for issuance of a Business License and Retail Establishment License.

a) The application and procedures for issuance of a Business License in this case shall be in accordance with Articles 11 and 12 of this Decree.

b) The application and procedures for issuance of a Retail Establishment License permitting the retail establishment to continue operations shall be in accordance with Article 36 of this Decree.

c) In the course of carrying out the procedures for issuance of a Retail Establishment License permitting the retail establishment to continue operations, the economic organization that has received the capital contribution or shares of the foreign investor may continue to conduct retail operations at its currently operating retail establishments until a Business License and Retail Establishment License are issued in accordance with this Decree, but for no more than 12 months from the date on the legal documents or written confirmation of the competent authority certifying that the foreign investor meets the conditions for capital contribution, share purchase or purchase of capital contributions, in accordance with the law on investment registration and enterprise registration.

1. In addition to activities subject to Business License requirements under Clause 1 of Article 5 of this Decree, foreign-invested economic organizations and economic organizations falling under the cases prescribed in Clause 1 of Article 20 of the Law on Investment have the right to conduct goods trading activities prescribed in Clause 2 of Article 3 of this Decree after registering such activities in the relevant documents issued by competent authorities in accordance with the Law on Investment and the Law on Enterprises.

2. Where a foreign investor not from a country or territory participating in an international treaty to which the Socialist Republic of Vietnam is a party with market access commitments registers to conduct goods trading activities prescribed in Clause 1 of this Article, the competent state authority shall solicit opinions from the province-level People's Committee before registering or amending the registration of such activities in documents in documents issued by competent authorities in accordance with the Law on Investment and the Law on Enterprises.

1. A foreign-invested economic organization that has the right to export may export the following goods abroad or to separate customs territories: goods purchased in Vietnam; goods contracted for processing in Vietnam; and goods lawfully imported into Vietnam, subject to the following conditions:

a) The exported goods must not be on the list of export-prohibited goods, the list of temporarily suspended export goods or the list of goods excluded from the right to export in international treaties to which the Socialist Republic of Vietnam is a party;

b) For exported goods on the list of goods subject to export licensing or export conditions, the foreign-invested economic organization must have the relevant license or meet all the conditions in accordance with the law.

2. A foreign-invested economic organization that has the right to import may import goods from abroad and from separate customs territories into Vietnam, subject to the following conditions:

a) The imported goods must not be on the list of import-prohibited goods, the list of temporarily suspended import goods or the list of goods not eligible for the right to import in international treaties to which the Socialist Republic of Vietnam is a party;

b) For imported goods on the list of goods subject to import licensing or import conditions, the foreign-invested economic organization must have the relevant license or meet all the conditions in accordance with the law.

3. The procedures for export and import of goods to exercise the right to export and right to import shall be carried out in accordance with the law on import and export management.

4. A foreign-invested economic organization that has the wholesale distribution right and retail distribution right may sell wholesale and retail goods produced or processed in Vietnam and goods lawfully imported into Vietnam.

5. For conditional business investment sectors, a foreign-invested economic organization may conduct business activities upon meeting all the conditions in accordance with the law.

1. The People's Committee of the province where the foreign-invested economic organization has its head office shall issue, re-issue, amend and revoke Business Licenses.

2. The People's Committee of the province where the foreign-invested economic organization has its retail establishment shall issue, re-issue, amend, renew and revoke Retail Establishment Licenses.

3. The Licensing Authority shall solicit opinions from the Ministry of Public Security and the Ministry of National Defense on national security in the following cases:

a) Cases prescribed in Clause 2, Point b of Clause 3 and Point b of Clause 4 of Article 9;

b) Where a foreign investor controls the economic organization that is the owner of an intermediary e-commerce platform, social network conducting e-commerce activities or integrated e-commerce platform that is a major digital platform in accordance with the law on consumer protection and e-commerce;

c) Where a foreign investor applies for:

Issuance of a Retail Establishment License permitting retail establishments to continue operations for: 100 retail establishments each with a selling area of under 500 m² and/or 50 retail establishments each with a selling area of between 500 m² and under 3,000 m² and/or 30 retail establishments each with a selling area of 3,000 m² or more, in Vietnam;

Issuance of a new Retail Establishment License while owning or co-owning 100 or more retail establishments each with a selling area of under 500 m² and/or 50 or more retail establishments each with a selling area of between 500 m² and under 3,000 m² and/or 30 or more retail establishments each with a selling area of 3,000 m² or more, in Vietnam.

1. A foreign investor from a country or territory participating in an international treaty to which the Socialist Republic of Vietnam is a party with market access commitments for goods trading activities and activities directly related to goods trading must meet the following conditions:

a) Market access conditions under the international treaty to which both the Socialist Republic of Vietnam and such country or territory are parties and which the foreign investor chooses to apply in accordance with the law on investment. The foreign investor must meet this condition throughout the course of conducting business activities in accordance with this Decree in Vietnam;

b) Have no overdue tax liabilities, in cases where the economic organization has been established in Vietnam for one year or more up to the date of application submission.

2. A foreign investor not from a country or territory participating in an international treaty to which the Socialist Republic of Vietnam is a party must meet the following conditions and criteria:

a) The conditions prescribed in Point b of Clause 1 of this Article;

b) The following criteria:

Consistency with the provisions of relevant sectoral laws;

Compatibility with the competitive capacity of domestic enterprises in the same field during the one-year period up to the date of application submission.

3. Where no market access commitment has been made for a business service in international treaties to which the Socialist Republic of Vietnam is a party:

a) A foreign investor falling under the case prescribed in Clause 1 of this Article must meet the conditions and criteria prescribed in Clause 1 and Point b of Clause 2 of this Article;

b) A foreign investor falling under the case prescribed in Clause 2 of this Article must meet the conditions and criteria prescribed in Clause 2 of this Article.

4. Where no market access commitment has been made for the traded goods in international treaties to which the Socialist Republic of Vietnam is a party (lubricating oil and grease of petroleum origin; rice; sugar; video records on whatever medium; books, newspapers and magazines):

a) A foreign investor falling under the case prescribed in Clause 1 of this Article must meet the conditions and criteria prescribed in Clause 1, Point b of Clause 2 of this Article and Points c and d of this Clause, with respect to the corresponding goods;

b) A foreign investor falling under the case prescribed in Clause 2 of this Article must meet the conditions and criteria prescribed in Clause 2 of this Article and Points c and d of this Clause, with respect to the corresponding goods;

c) For goods being lubricating oil and grease of petroleum origin, the Licensing Authority shall consider issuing a license for the exercise of the right to import and wholesale distribution right to foreign-invested economic organizations meeting one of the following conditions:

Having been issued an Investment Registration Certificate for a project for production of lubricating oil and grease of petroleum origin in Vietnam;

Having been issued an Investment Registration Certificate for a project for production of, or having been permitted to distribute in Vietnam, machinery, equipment and goods using lubricating oil and grease of petroleum origin.

d) For goods being rice, sugar, video records on whatever medium, and books, newspapers and magazines, the Licensing Authority shall consider issuing a license for the exercise of the retail distribution right to foreign-invested economic organizations that have been issued a Retail Establishment License in the form of a convenience store, mini supermarket or supermarket, for retail sale at such retail establishments.

5. The Licensing Authority shall consider whether the conditions and criteria are met and take into account the following matters to decide on issuance of a Business License in cases prescribed in Clauses 2, 3 and 4 of this Article:

a) For cases prescribed in Clauses 3 and 4 of this Article:

Consistency with sectoral and industry development plans and strategies at the local, regional and national levels;

The progress of Vietnam's market-opening negotiations.

b) For cases prescribed in Clause 2 of this Article:

The matters prescribed in Point a of this Clause;

Diplomatic relations, national security, public order and social safety.

1. Particulars of a Business License (Form No. 12 in the Appendix issued together with this Decree):

a) Name, enterprise registration number, address of the head office and legal representative;

b) Owner, capital-contributing members, founding shareholders and place of incorporation and nationality;

c) Goods trading activities;

d) Goods for trading;

dd) Activities directly related to goods trading;

e) Other particulars specified by the Licensing Authority in the Business License (if any).

2. Business duration

a) The business duration for cases prescribed in Clause 1 of Article 9 of this Decree shall correspond to the duration of the Enterprise Registration Certificate (if any), in accordance with the law on enterprises;

b) The business duration for cases prescribed in Clauses 2, 3 and 4 of Article 9 of this Decree shall be five years;

c) The re-issued Business License shall be valid for the remainder of the original business duration".

The application shall comprise:

1. An application form for issuance of a Business License (Form No. 01 in the Appendix issued together with this Decree).

2. An explanatory statement comprising:

a) Explanation of compliance with the applicable conditions for issuance of a Business License in accordance with the corresponding provisions of Article 9 of this Decree. For cases prescribed in Points c and d of Clause 4 of Article 9 of this Decree, the foreign-invested economic organization shall demonstrate its compliance with the conditions for issuance of a Business License by submitting copies of the corresponding documents as prescribed in Clauses 5 and 6 of this Article;

b) A five-year business plan from the year of application submission, comprising: description of the content and methods of conducting business activities; presentation of the business and market development plan; labor demand; assessment of the socio-economic impact and effectiveness of the business plan;

c) Business performance in goods trading activities and activities directly related to goods trading of the foreign-invested economic organization up to the time of application for issuance of a Business License, in cases of issuance of a Business License prescribed in Clauses 5 and 6 of Article 5 of this Decree.

3. Documents from the tax authority certifying that the foreign-invested economic organization has no overdue tax liabilities, issued no more than six months before the date of submission of the application to the Licensing Authority.

4. Copies of: Enterprise Registration Certificate; Investment Registration Certificate for a project involving goods trading activities and activities directly related to goods trading (if any) or documents of equivalent legal validity in accordance with the Law on Investment and the Law on Enterprises (where there is no investment registration certificate for the project).

5. Copies of: Investment Registration Certificate for the project for production of lubricating oil and grease of petroleum origin in Vietnam; Investment Registration Certificate for a manufacturing project, or Investment Registration Certificate proving that the foreign-invested economic organization has been permitted to distribute on a wholesale basis in Vietnam machinery, equipment and goods using lubricating oil and grease of petroleum origin, for cases prescribed in Point c of Clause 4 of Article 9 of this Decree.

6. A copy of the Retail Establishment License in the form of a convenience store, mini supermarket or supermarket.

7. A foreign-invested economic organization is only required to submit the documents prescribed in Clauses 3, 4, 5 and 6 of this Article where the Licensing Authority is unable to access and retrieve the relevant documents and data from national and sectoral databases. Where information cannot be retrieved or the retrieved information is incomplete, the Licensing Authority shall request the foreign-invested economic organization to supplement the corresponding documents supplement the application with the corresponding documents to enable proper processing of the administrative procedure.

1. The foreign-invested economic organization shall submit one set of application documents by one of the following means: in person at the Single-Window Division; by public postal service as prescribed by the Prime Minister; through hired service providers or authorized representatives in accordance with the law; or online via the National Public Service Portal (where applicable).

2. Within three working days from the date of receipt of the application, the Licensing Authority shall review and issue a written request for amendment and supplementation where the application is incomplete or invalid.

3. Within ten working days from the date of receipt of a complete and valid application, the Licensing Authority shall review whether the corresponding conditions, criteria and grounds prescribed in Article 9 of this Decree are met.

a) Where the conditions are not met, the Licensing Authority shall respond in writing and clearly state the reasons;

b) Where the conditions are met:

The Licensing Authority shall issue a Business License for cases prescribed in Clause 1, Point a of Clause 3 and Point a of Clause 4 of Article 9 of this Decree; where the license is refused, the Licensing Authority must respond in writing and clearly state the reasons;

The Licensing Authority shall send the application together with a written request for opinions from the Ministry of Public Security and the Ministry of National Defense for cases prescribed in Points a and b of Clause 3 of Article 8 of this Decree (Form No. 10 in the Appendix issued together with this Decree).

4. Within 14 working days from the date of receipt of the application, the Ministry of Public Security and the Ministry of National Defense shall issue a written approval for issuance of the Business License; where approval is refused, the written response must clearly state the reasons (Form No. 11 in the Appendix issued together with this Decree).

5. Within three working days from the date of receipt of complete written responses from the Ministry of Public Security and the Ministry of National Defense:

a) Where both ministries issue written approval for the license, the Licensing Authority shall issue the Business License;

b) Where one of the two ministries does not approve the license, the Licensing Authority shall issue a written refusal and clearly state the reasons.

6. The foreign-invested economic organization shall receive the outcome of the Business License issuance procedure and the Licensing Authority shall deliver the outcome of the Business License issuance procedure in accordance with the applicable law on the implementation of administrative procedures. Where the foreign-invested economic organization chooses to receive the outcome of the administrative procedure by postal service, it shall follow the instructions of the postal service provider.

A Business License shall be amended when there is a change to any of the particulars prescribed in Clause 1 of Article 10 of this Decree.

The application shall comprise:

1. An application form for amendment of a Business License (Form No. 03 in the Appendix issued together with this Decree).

2. Where there is a change to the particulars prescribed in Point a of Clause 1 of Article 10 of this Decree (except for relocation of the head office prescribed in Clause 1 of Article 16 of this Decree) and where there is a change of owner, capital-contributing members or founding shareholders from a country or territory participating in an international treaty to which the Socialist Republic of Vietnam is a party: a copy of the Enterprise Registration Certificate recording the amended particulars.

3. Where there is a change to the particulars prescribed in Points c, d and dd of Clause 1 of Article 10 of this Decree and where there is a change of owner, capital-contributing members or founding shareholders from a country or territory not participating in an international treaty to which the Socialist Republic of Vietnam is a party: the documents prescribed in Clauses 2, 3 and 4 of Article 11 of this Decree.

4. A foreign-invested economic organization is only required to submit a copy of the Enterprise Registration Certificate recording the amended particulars as prescribed in Clause 2 of this Article and the documents prescribed in Clauses 3 and 4 of Article 11 as prescribed in Clause 3 of this Article where the Licensing Authority is unable to access and retrieve the relevant documents and data from national and sectoral databases. Where information cannot be retrieved or the retrieved information is incomplete, the Licensing Authority shall request the foreign-invested economic organization to supplement the application with the corresponding documents to enable proper processing of the administrative procedure.

1. Within ten working days from the date of issuance of the Enterprise Registration Certificate recording the amended particulars prescribed in Points a and b of Clause 1 of Article 10 of this Decree, the foreign-invested economic organization shall submit one set of application documents by one of the following means: in person at the Single-Window Division; by public postal service as prescribed by the Prime Minister; through hired service providers or authorized representatives in accordance with the law; or online via the National Public Service Portal (where applicable).

2. Where there is a change to the name, enterprise registration number, head office address or legal representative; or a change of owner, capital-contributing members or founding shareholders from a country or territory participating in an international treaty to which the Socialist Republic of Vietnam is a party:

a) Within three working days from the date of receipt of the application, the Licensing Authority shall review and issue a written request for amendment and supplementation where the application is incomplete or invalid;

b) Within five working days from the date of receipt of a complete and valid application, the Licensing Authority shall issue an amended Business License; where the license is refused, the Licensing Authority must respond in writing and clearly state the reasons.

3. Where there is a change of owner, capital-contributing members or founding shareholders from a country or territory not participating in an international treaty to which the Socialist Republic of Vietnam is a party, or where other particulars are amended, the procedures for amendment of the Business License shall follow the procedures for issuance of a Business License prescribed in Article 12, as applicable to cases prescribed in Point a of Clause 3 of Article 8 of this Decree.

4. Within five working days from the date of receipt of the amended Business License, the foreign-invested economic organization shall surrender the previously issued Business License to the Licensing Authority.

5. The foreign-invested economic organization shall receive the outcome of the Business License amendment procedure and the Licensing Authority shall deliver the outcome of the Business License amendment procedure in accordance with the applicable law on the implementation of administrative procedures. Where the foreign-invested economic organization chooses to receive the outcome of the administrative procedure by postal service, it shall follow the instructions of the postal service provider.

A Business License shall be re-issued in the following cases:

1. Relocation of the head office from one province or centrally-affiliated city to another province or centrally-affiliated city.

2. The Business License is lost or damaged.

The application shall comprise:

1. An application form for re-issuance of a Business License (Form No. 04 in the Appendix issued together with this Decree).

2. A copy of the Enterprise Registration Certificate in the case of re-issuance as prescribed in Clause 1 of Article 16 of this Decree.

3. A foreign-invested economic organization is only required to submit the document prescribed in Clause 2 of this Article where the Licensing Authority is unable to access and retrieve the relevant documents and data from national and sectoral databases. Where information cannot be retrieved or the retrieved information is incomplete, the Licensing Authority shall request the foreign-invested economic organization to supplement the application with the corresponding documents to enable proper processing of the administrative procedure.

1. Within ten working days from the date of issuance of the Enterprise Registration Certificate recording the amended particulars in the case of re-issuance prescribed in Clause 1 of Article 16 of this Decree, the foreign-invested economic organization shall submit one set of application documents by one of the following means: in person at the Single-Window Division; by public postal service as prescribed by the Prime Minister; through hired service providers or authorized representatives in accordance with the law; or online via the National Public Service Portal (where applicable).

2. Within three working days from the date of receipt of the application, the Licensing Authority shall review and issue a written request for amendment and supplementation where the application is incomplete or invalid.

3. Within five working days from the date of receipt of a complete and valid application, the Licensing Authority shall re-issue the Business License; where the license is refused, the Licensing Authority must respond in writing and clearly state the reasons. The Licensing Authority shall re-issue the Business License for cases prescribed in Clause 1 of Article 16 of this Decree and send one copy of the Business License to the Licensing Authority of the place from which the head office is relocated for updating the Database.

4. Within five working days from the date of re-issuance of the Business License, the foreign-invested economic organization in cases prescribed in Clause 1 of Article 16 of this Decree shall surrender the previously issued Business License to the Licensing Authority of the place from which the head office is relocated.

5. The foreign-invested economic organization shall receive the outcome of the Business License re-issuance procedure and the Licensing Authority shall deliver the outcome of the Business License re-issuance procedure in accordance with the applicable law on the implementation of administrative procedures. Where the foreign-invested economic organization chooses to receive the outcome of the administrative procedure by postal service, it shall follow the instructions of the postal service provider.

1. The application shall comprise:

a) An application form for simultaneous issuance of a Business License and a Retail Establishment License (Form No. 02 in the Appendix issued together with this Decree);

b) Documents prescribed in Article 11 and Clauses 2 and 5 of Article 25 of this Decree;

c) Copies of the following documents:

For retail establishments with a selling area of under 500 m²: branch establishment registration certificate or business location registration certificate at the location where the retail establishment is set up;

For retail establishments with a selling area of 500 m² or more: Investment Registration Certificate for the retail establishment project.

d) A foreign-invested economic organization is only required to submit the documents prescribed in Clauses 3 and 4 of Article 11 and Point c of Clause 1 of this Article where the Licensing Authority is unable to access and retrieve the relevant documents and data from national and sectoral databases. Where information cannot be retrieved or the retrieved information is incomplete, the Licensing Authority shall request the foreign-invested economic organization to supplement the application with the corresponding documents to enable proper processing of the administrative procedure.

2. The procedures for simultaneous issuance of a Business License and a Retail Establishment License shall be in accordance with the corresponding provisions of Articles 12, 26 and 27 of this Decree.

The Licensing Authority shall refuse to issue a Business License in the following cases:

1. The foreign investor or foreign-invested economic organization does not meet the conditions for issuance of a Business License in accordance with this Decree.

2. The operation period of the project involving goods trading activities and activities directly related to goods trading has expired.

3. The foreign-invested economic organization applies for a Business License within two years from the date of revocation of its Business License as prescribed in Clause 1 of Article 42 of this Decree.

1. Where a foreign investor sets up the first retail establishment:

a) Have no overdue tax liabilities, where the foreign-invested economic organization has been established in Vietnam for one year or more up to the date of application submission;

b) The retail establishment location must meet all the conditions in accordance with the law on land management, planning, investment, construction, fire prevention and fighting, traffic safety and environmental sanitation to set up a retail establishment in the relevant geographic market.

2. Where a foreign investor sets up a retail establishment other than the first retail establishment:

a) Where the Economic Needs Test is not required:

Meet the conditions prescribed in Clause 1 of this Article.

b) Where the Economic Needs Test is required:

Meet the conditions prescribed in Clause 1 of this Article;

Meet the ENT criteria prescribed in Clause 2 of Article 22 of this Decree.

3. The Licensing Authority shall consider whether the conditions and criteria prescribed in Clauses 1 and 2 of this Article are met and take into account the following matters to decide on issuance of a Retail Establishment License:

a) Where the foreign investor is from a country or territory participating in an international treaty to which the Socialist Republic of Vietnam is a party with market access commitments for goods trading activities and activities directly related to goods trading: consistency with sectoral and industry development plans and strategies at the local, regional and national levels;

b) Where the foreign investor is not from a country or territory participating in an international treaty to which the Socialist Republic of Vietnam is a party:

Consistency with sectoral and industry development plans and strategies at the local, regional and national levels;

The progress of Vietnam's market-opening negotiations;

Vietnam's market-opening needs;

Diplomatic relations, national security, public order and social safety.

1. Cases requiring an ENT:

A foreign investor from a country or territory not participating in an international treaty to which the Socialist Republic of Vietnam is a party with commitments on abolition of the ENT, setting up a retail establishment other than the first retail establishment, except where such retail establishment has a selling area of under 500 m², is set up within a commercial center and is not a convenience store, mini supermarket or supermarket.

2. ENT criteria:

a) For retail establishments with a selling area of under 5,000 m²: the affected relevant geographic market shall be considered at commune/ward level or equivalent.

For retail establishments with a selling area of 5,000 m² or more: the affected relevant geographic market shall be considered at province/centrally-affiliated city level.

b) The impact of the retail establishment on the stability of the market, business operations of retail establishments and traditional markets currently operating in the relevant geographic market; the demand of the relevant geographic market and the capacity of the proposed new retail establishment to meet such demand, to confirm the necessity of opening such retail establishment.

c) The potential contribution of the retail establishment to the socio-economic development of the affected relevant geographic market, specifically:

Contribution to the development and modernization of the retail sector in the relevant geographic market;

Improvement of living conditions of residents in the relevant geographic market.

d) Consistency of the retail establishment with the requirements for ensuring security, public order and social safety of the relevant geographic market; border security, island security and military zones.

1. The People's Committee of the province where the retail establishment is to be set up shall establish the ENT Council and issue regulations on the operations of the ENT Council.

2. The ENT Council shall include but not be limited to the following members: a representative of the province-level People's Committee or a representative of the authority authorized by the province-level People's Committee as Chairperson of the ENT Council; and representatives of the Department of Industry and Trade, Department of Finance, provincial police and relevant departments, agencies and organizations as members of the ENT Council. Where the retail establishment location is situated in a geographic area at commune or ward level or equivalent adjacent to another province or centrally-affiliated city, the ENT Council must solicit opinions from the People's Committee of such adjacent province or centrally-affiliated city or its representative.

3. The Chairperson of the ENT Council shall issue a written conclusion of the ENT Council proposing permission or non-permission to set up the retail establishment, clearly stating the assessment of the retail establishment location’s compliance or non-compliance with the ENT criteria prescribed in Clause 2 of Article 22 of this Decree.

1. Particulars of a Retail Establishment License (Form No. 13 in the Appendix issued together with this Decree):

a) Name, enterprise registration number and head office address;

b) Name, trademark and trade name (if any) associated with the retail establishment, serial number and address of the retail establishment location;

c) Type of retail establishment;

d) Selling area of the retail establishment;

dd) Goods for retail distribution;

e) Validity period of the Retail Establishment License;

g) Business duration for goods prescribed in Point d of Clause 4 of Article 9 of this Decree (if any);

h) Other particulars specified by the Licensing Authority in the Retail Establishment License (if any).

2. The business duration for goods prescribed in Point d of Clause 4 of Article 9 of this Decree on the Retail Establishment License shall be five years but shall not exceed the business duration for the corresponding goods on the Business License.

3. Validity period of the Retail Establishment License:

a) The Retail Establishment License shall have a validity period corresponding to the remaining period of the Investment Registration Certificate for the retail establishment project or the lease term of the retail establishment location stated in the documents on the retail establishment location, whichever is shorter;

b) The re-issued Retail Establishment License shall be valid for the remainder of the original Retail Establishment License validity period;

c) The validity period of the renewed Retail Establishment License shall be determined in accordance with Point a of this Clause.

The application shall comprise:

1. An application form for issuance of a Retail Establishment License (Form No. 05 in the Appendix issued together with this Decree).

2. An explanatory statement comprising:

a) Retail establishment location: address of the retail establishment; description of the surrounding area and the specific area to be used to set up the retail establishment; explanation of compliance with the conditions and criteria prescribed in Clauses 1 and 2 of Article 21 of this Decree; together with documents on the retail establishment location;

b) A five-year business plan at the retail establishment from the year of application submission, comprising: presentation of the business and market development plan; labor demand; assessment of the socio-economic impact and effectiveness of the business plan over the five-year period.

3. Documents from the tax authority certifying that the foreign-invested economic organization has no overdue tax liabilities, issued no more than six months before the date of submission of the application to the Licensing Authority.

4. Copies of the following documents:

a) For retail establishments with a selling area of under 500 m²: Enterprise Registration Certificate, Business License, branch establishment registration certificate or business location registration certificate at the location where the retail establishment is set up;

b) For retail establishments with a selling area of 500 m² or more: Enterprise Registration Certificate, Business License, branch establishment registration certificate and Investment Registration Certificate for the retail establishment project.

5. An explanatory statement on the ENT criteria prescribed in Points b and c of Clause 2 of Article 22 of this Decree, where an ENT is required.

6. A foreign-invested economic organization is only required to submit the documents prescribed in Clauses 3 and 4 of this Article where the Licensing Authority is unable to access and retrieve the relevant documents and data from national and sectoral databases. Where information cannot be retrieved or the retrieved information is incomplete, the Licensing Authority shall request the foreign-invested economic organization to supplement the application with the corresponding documents to enable proper processing of the administrative procedure.

1. The foreign-invested economic organization shall submit one set of application documents by one of the following means: in person at the Single-Window Division; by public postal service as prescribed by the Prime Minister; through hired service providers or authorized representatives in accordance with the law; or online via the National Public Service Portal (where applicable).

2. Within three working days from the date of receipt of the application, the Licensing Authority shall review and issue a written request for amendment and supplementation where the application is incomplete or invalid.

3. Within 14 working days from the date of receipt of a complete and valid application, the Licensing Authority shall review whether the conditions prescribed in Clause 1 of Article 21 of this Decree are met:

a) Where the conditions are not met, the Licensing Authority shall respond in writing and clearly state the reasons;

b) Where the conditions are met and the case does not fall within the provisions of Point c of Clause 3 of Article 8 of this Decree, the Licensing Authority shall issue the Retail Establishment License;

c) Where the conditions are met and the case falls within the provisions of Point c of Clause 3 of Article 8 of this Decree, the Licensing Authority shall send the application together with a written request for opinions from the Ministry of Public Security and the Ministry of National Defense (Form No. 10 in the Appendix issued together with this Decree).

4. Within 14 working days from the date of receipt of a complete and valid application, the Ministry of Public Security and the Ministry of National Defense shall issue a written approval for issuance of the Retail Establishment License; where approval is refused, the written response must clearly state the reasons for refusal (Form No. 11 in the Appendix issued together with this Decree).

5. Within three working days from the date of receipt of complete written responses from the Ministry of Public Security and the Ministry of National Defense:

a) Where both ministries approve the license, the Licensing Authority shall issue the Retail Establishment License;

b) Where one of the two ministries does not approve the license, the Licensing Authority shall issue a written refusal and clearly state the reasons.

6. The foreign-invested economic organization shall receive the outcome of the Retail Establishment License issuance procedure and the Licensing Authority shall deliver the outcome of the Retail Establishment License issuance procedure in accordance with the applicable law on the implementation of administrative procedures. Where the foreign-invested economic organization chooses to receive the outcome of the administrative procedure by postal service, it shall follow the instructions of the postal service provider.

1. The foreign-invested economic organization shall submit one set of application documents by one of the following means: in person at the Single-Window Division; by public postal service as prescribed by the Prime Minister; through hired service providers or authorized representatives in accordance with the law; or online via the National Public Service Portal (where applicable).

2. Within three working days from the date of receipt of the application, the Licensing Authority shall review and issue a written request for amendment and supplementation where the application is incomplete or invalid.

3. Within five working days from the date of receipt of a complete and valid application, the Licensing Authority shall review whether the conditions and criteria prescribed in Clauses 1 and 2 of Article 21 of this Decree are met:

a) Where the conditions are not met, the Licensing Authority shall respond in writing and clearly state the reasons;

b) Where the conditions are met, the Licensing Authority shall send the application together with a written request for opinions from the Ministry of Public Security and the Ministry of National Defense for cases prescribed in Point c of Clause 3 of Article 8 of this Decree. Within 14 working days from the date of receipt of a complete and valid application, the Ministry of Public Security and the Ministry of National Defense shall issue a written approval for issuance of the Retail Establishment License; where approval is refused, the written response must clearly state the reasons.

4. Within 20 working days from the date of receipt of a complete and valid application, the ENT Council shall assess the ENT criteria prescribed in Clause 2 of Article 22 of this Decree for the Chairperson of the ENT Council to issue a written conclusion proposing permission or non-permission to set up the retail establishment, on the basis of the ENT Council's written assessment report on the compliance with the ENT criteria.

5. For cases not falling within the provisions of Point c of Clause 3 of Article 8 of this Decree, within five working days from the date of receipt of the written conclusion proposed by the Chairperson of the ENT Council, the Licensing Authority shall issue the Retail Establishment License.

6. For cases falling within the provisions of Point c of Clause 3 of Article 8 of this Decree, within five working days from the date of receipt of complete written responses from the Ministry of Public Security and the Ministry of National Defense and the written conclusion proposed by the Chairperson of the ENT Council:

a) Where both ministries and the Chairperson of the ENT Council approve the license, the Licensing Authority shall issue the Retail Establishment License;

b) Where one of the above ministries or competent persons does not approve the license, the Licensing Authority shall issue a written refusal and clearly state the reasons.

7. The foreign-invested economic organization shall receive the outcome of the Retail Establishment License issuance procedure and the Licensing Authority shall deliver the outcome of the Retail Establishment License issuance procedure in accordance with the applicable law on the implementation of administrative procedures. Where the foreign-invested economic organization chooses to receive the outcome of the administrative procedure by postal service, it shall follow the instructions of the postal service provider.

A Retail Establishment License shall be amended when there is a change to one of the following particulars:

1. A change to the particulars prescribed in Points a, b, c, d, dd, g and h of Clause 1 of Article 24 of this Decree.

2. A change of location of the retail establishment where the selling area at the new location is under 500 m², within the same commercial center, provided that the commercial center does not change in scale or area compared to the most recent issuance or amendment of the Retail Establishment License.

1. Where there is a change to the particulars prescribed in Points a, b, c, d and dd of Clause 1 of Article 24 of this Decree, except for a change of retail establishment type to a convenience store, mini supermarket or supermarket as prescribed in Clause 4 of this Article; and where there is a reduction of the retail establishment area, the application shall comprise:

a) An application form for amendment of a Retail Establishment License (Form No. 06 in the Appendix issued together with this Decree);

b) Where there is a change of address of the retail establishment location and/or a change of retail establishment location as prescribed in Clause 2 of Article 28 of this Decree: a copy of the document from the competent authority at commune or ward level or equivalent, or from the lessor of the location, confirming the corresponding address or location change;

c) Where there is a reduction of the selling area of the retail establishment: relevant documents relating to the reduction of the retail establishment area.

2. Where there is an increase of the selling area of the first retail establishment within a commercial center; and an increase of the selling area of a retail establishment other than the first retail establishment set up within a commercial center and not being a convenience store, mini supermarket or supermarket to no more than 500 m², the application shall comprise:

a) An application form for amendment of a Retail Establishment License (Form No. 06 in the Appendix issued together with this Decree);

b) An explanatory statement comprising:

Retail establishment location: address of the retail establishment location; description of the general and relevant area and the area used to set up the retail establishment; together with documents on the retail establishment location;

A report on the business operations of the retail establishment in the most recent year;

c) Documents from the tax authority certifying that the foreign-invested economic organization has no overdue tax liabilities, issued no more than six months before the date of submission of the application to the Licensing Authority.

3. Where there is an increase of the selling area of the first retail establishment not located within a commercial center, the application shall comprise:

a) The documents prescribed in Clause 2 of this Article;

b) An explanatory statement explaining the compliance with the conditions prescribed in Point b of Clause 1 of Article 21 of this Decree.

4. For other cases of increase of the selling area of a retail establishment and cases where a retail establishment other than the first retail establishment changes its type to a convenience store, mini supermarket or supermarket, the application shall comprise:

a) An application form for amendment of a Retail Establishment License (Form No. 06 in the Appendix issued together with this Decree);

b) A report on the business operations of the retail establishment in the most recent year;

c) The documents prescribed in Clauses 2, 3 and 5 of Article 25 of this Decree.

5. An economic organization is only required to submit the documents prescribed in Points b and c of Clause 1, Point c of Clause 2 of this Article and Clause 3 of Article 25 of this Decree where the Licensing Authority is unable to access and retrieve the relevant documents and data from national and sectoral databases. Where information cannot be retrieved or the retrieved information is incomplete, the Licensing Authority shall request the foreign-invested economic organization to supplement the application with the corresponding documents to enable proper processing of the administrative procedure.

1. Within ten working days from the date on which the legitimate document recording the amended particulars prescribed in Points a and b of Clause 1 of Article 24 of this Decree is obtained, the foreign-invested economic organization shall submit an application for amendment of the Retail Establishment License.

2. For cases prescribed in Clauses 1 and 2 of Article 29 of this Decree:

a) The foreign-invested economic organization shall submit one set of application documents by one of the following means: in person at the Single-Window Division; by public postal service as prescribed by the Prime Minister; through hired service providers or authorized representatives in accordance with the law; or online via the National Public Service Portal (where applicable);

b) Within three working days from the date of receipt of the application, the Licensing Authority shall review and issue a written request for amendment and supplementation where the application is incomplete or invalid;

c) Within five working days from the date of receipt of a complete and valid application, the Licensing Authority shall amend the Retail Establishment License; where the license is refused, the Licensing Authority must respond in writing and clearly state the reasons.

3. For cases prescribed in Clauses 3 and 4 of Article 29 of this Decree: the procedures shall be in accordance with Article 27 of this Decree.

4. Within five working days from the date of receipt of the amended Retail Establishment License, the foreign-invested economic organization shall surrender the previously issued Retail Establishment License to the Licensing Authority.

5. The foreign-invested economic organization shall receive the outcome of the Retail Establishment License amendment procedure and the Licensing Authority shall deliver the outcome of the Retail Establishment License amendment procedure in accordance with the applicable law on the implementation of administrative procedures. Where the foreign-invested economic organization chooses to receive the outcome of the administrative procedure by postal service, it shall follow the instructions of the postal service provider.

A Retail Establishment License shall be re-issued where it is lost or damaged.

An application form for re-issuance of a Retail Establishment License (Form No. 07 in the Appendix issued together with this Decree).

1. The foreign-invested economic organization shall submit one set of application documents by one of the following means: in person at the Single-Window Division; by public postal service as prescribed by the Prime Minister; through hired service providers or authorized representatives in accordance with the law; or online via the National Public Service Portal (where applicable).

2. Within five working days from the date of receipt of the application, the Licensing Authority shall re-issue the Retail Establishment License; where the license is refused, the Licensing Authority must respond in writing and clearly state the reasons.

3. The foreign-invested economic organization shall receive the outcome of the Retail Establishment License re-issuance procedure and the Licensing Authority shall deliver the outcome of the Retail Establishment License re-issuance procedure in accordance with the applicable law on the implementation of administrative procedures. Where the foreign-invested economic organization chooses to receive the outcome of the administrative procedure by postal service, it shall follow the instructions of the postal service provider.

The application shall comprise:

1. An application form for renewal of a Retail Establishment License (Form No. 08 in the Appendix issued together with this Decree).

2. The documents prescribed in Clauses 2, 3 and 4 of Article 25 of this Decree.

3. An economic organization is only required to submit the documents prescribed in Clauses 3 and 4 of Article 25 of this Decree where the Licensing Authority is unable to access and retrieve the relevant documents and data from national and sectoral databases. Where information cannot be retrieved or the retrieved information is incomplete, the Licensing Authority shall request the foreign-invested economic organization to supplement the application with the corresponding documents to enable proper processing of the administrative procedure.

1. No more than three months before the Retail Establishment License expires, the foreign-invested economic organization shall submit an application for renewal of the Retail Establishment License.

2. The foreign-invested economic organization shall submit one set of application documents by one of the following means: in person at the Single-Window Division; by public postal service as prescribed by the Prime Minister; through hired service providers or authorized representatives in accordance with the law; or online via the National Public Service Portal (where applicable).

3. Within five working days from the date of receipt of the application, the Licensing Authority shall review and issue a written request for amendment and supplementation where the application is incomplete or invalid.

4. Where the application is complete and valid, within ten working days, the Licensing Authority shall renew the Retail Establishment License; where the license is refused, the Licensing Authority must respond in writing and clearly state the reasons.

5. The foreign-invested economic organization shall receive the outcome of the Retail Establishment License renewal procedure and the Licensing Authority shall deliver the outcome of the Retail Establishment License renewal procedure in accordance with the applicable law on the implementation of administrative procedures. Where the foreign-invested economic organization chooses to receive the outcome of the administrative procedure by postal service, it shall follow the instructions of the postal service provider.

1. The application shall comprise:

a) An application form for issuance of a Retail Establishment License permitting the retail establishment to continue operations (Form No. 09 in the Appendix issued together with this Decree);

b) An explanatory statement on the retail establishment comprising:

Retail establishment location: address of the retail establishment; description of the general and relevant area and the area used to set up the retail establishment; explanation of compliance with the conditions prescribed in Point b of Clause 1 of Article 21 of this Decree; explanation of the ENT criteria prescribed in Clause 2 of Article 22 of this Decree, in cases of application for a Retail Establishment License for a retail establishment prescribed in Clause 1 of Article 22 of this Decree; together with documents on the retail establishment location;

Business operations of the retail establishment; business and market development plan; labor demand; assessment of the socio-economic impact and effectiveness of the business plan of the retail establishment;

Business results of the retail establishment based on the most recently audited financial statements;

c) A comprehensive report on the business results of the foreign-invested economic organization based on the most recently audited financial statements;

d) Documents from the tax authority certifying that the foreign-invested economic organization has no overdue tax liabilities, issued no more than six months before the date of submission of the application to the Licensing Authority;

dd) Copies of the following documents:

Enterprise registration certificate, Business License (if any);

Branch establishment registration certificate or business location registration certificate at the retail establishment location, or Investment Registration Certificate for the retail establishment project (if any).

e) A foreign-invested economic organization is only required to submit the documents prescribed in Points d and dd of this Clause where the Licensing Authority is unable to access and retrieve the relevant documents and data from national and sectoral databases. Where information cannot be retrieved or the retrieved information is incomplete, the Licensing Authority shall request the foreign-invested economic organization to supplement the application with the corresponding documents to enable proper processing of the administrative procedure.

2. Procedures:

a) The foreign-invested economic organization shall submit one set of application documents by one of the following means: in person at the Single-Window Division; by public postal service as prescribed by the Prime Minister; through hired service providers or authorized representatives in accordance with the law; or online via the National Public Service Portal (where applicable), within 30 days from the date the foreign investor is confirmed as meeting the conditions for capital contribution, share purchase or purchase of capital contributions as stated in the notification of the investment registration authority or relevant legal documents in accordance with the law on investment registration and enterprise registration;

b) Within three working days from the date of receipt of the application, the Licensing Authority shall review and issue a written request for amendment and supplementation where the application is incomplete or invalid;

c) Within 14 working days from the date of receipt of a complete and valid application, the Licensing Authority shall review and assess the application and the retail establishment location to decide on issuance or non-issuance of the license. Where the license is not issued, the Licensing Authority must respond in writing and clearly state the reasons;

d) For cases prescribed in Point c of Clause 3 of Article 8 of this Decree, within three working days from the date of receipt of a complete and valid application, the Licensing Authority shall send the application together with a written request for opinions from the Ministry of Public Security and the Ministry of National Defense on national security. Within 14 working days from the date of receipt of the application, the ministries shall issue a written approval for issuance of the license;

dd) Within three working days from the date of receipt of complete written responses from the Ministry of Public Security and the Ministry of National Defense:

Where both ministries approve the license, the Licensing Authority shall issue the Retail Establishment License.

Where one of the two ministries does not approve the license, the Licensing Authority shall issue a written refusal and clearly state the reasons.

3. The foreign-invested economic organization shall receive the outcome of the procedure for issuance of a Retail Establishment License permitting the retail establishment to continue operations, and the Licensing Authority shall deliver the outcome of the procedure for issuance of a Retail Establishment License permitting the retail establishment to continue operations, in accordance with the applicable law on the implementation of administrative procedures. Where the foreign-invested economic organization chooses to receive the outcome of the administrative procedure by postal service, it shall follow the instructions of the postal service provider.

In addition to cases where the conditions for issuance of a Retail Establishment License prescribed in this Decree are not met, the Licensing Authority shall refuse to issue or renew a Retail Establishment License in the following cases:

1. The project operation period for the retail establishment project has expired in accordance with the law on investment.

2. The foreign-invested economic organization applies for a Retail Establishment License within two years from the date of revocation of its Retail Establishment License as prescribed in Clause 2 of Article 42 of this Decree.

1. Reports of foreign investors and foreign-invested economic organizations

a) Annually, before January 15 and July 15, foreign-invested economic organizations shall be responsible for reporting on the conduct of goods trading activities and activities directly related to goods trading for the annual reporting period and the six-month reporting period (Form No. 14 in the Appendix issued together with this Decree);

b) Where necessary, foreign investors and foreign-invested economic organizations shall report, provide documents or explain matters relating to goods trading activities and activities directly related to goods trading, and retail establishment operations, at the request of the competent state management authority;

c) Foreign-invested economic organizations shall submit reports by one of the following means: in person at the Single-Window Division; by public postal service as prescribed by the Prime Minister; through hired service providers or authorized representatives in accordance with the law; or on the electronic platform of the Database (where applicable).

2. Reports of Licensing Authorities

a) Annually, before January 30 and July 31, Licensing Authorities shall report to the Ministry of Industry and Trade, the Ministry of Public Security and the Ministry of National Defense on the state management performance in accordance with this Decree for the annual reporting period and the six-month reporting period (Form No. 15 in the Appendix issued together with this Decree);

b) Where necessary, Licensing Authorities shall report and provide information on state management performance and matters relating to goods trading activities and activities directly related to goods trading, and retail establishment operations, at the request of the competent state management authority.

3. Data collection periods for periodic reports

a) The data collection periods for annual periodic reports shall be from January 1 to December 31 of the reporting year;

b) The data collection period for six-month periodic reports shall be from January 1 to June 30 of the reporting period.

1. The Licensing Authority shall be responsible for sending copies of Business Licenses in paper or electronic form (where applicable) to: the Ministry of Industry and Trade; the Ministry of Public Security and the Ministry of National Defense (for cases prescribed in Clause 3 of Article 8 of this Decree); the tax authority; the statistics authority; and relevant authorities in the locality where the foreign-invested economic organization has its head office (if necessary).

2. The Licensing Authority shall be responsible for sending copies of Retail Establishment Licenses in paper or electronic form (where applicable) to: the Ministry of Industry and Trade; the Ministry of Public Security and the Ministry of National Defense (for cases prescribed in Clause 3 of Article 8 of this Decree); the tax authority; the statistics authority; and relevant authorities in the locality where the foreign-invested economic organization has its retail establishment (if necessary).

3. Within 14 working days from the date of issuance, re-issuance, amendment or revocation of a Business License; issuance, re-issuance, amendment, renewal or revocation of a Retail Establishment License; a Decision on termination of goods trading activities and activities directly related to goods trading, and/or retail establishment operations, or a decision on revocation of a Business License or Retail Establishment License taking effect; and receipt of a Certificate of notification of temporary business suspension or a Certificate of notification of early resumption of business issued by the business registration authority to the foreign-invested economic organization, the Licensing Authority shall be responsible for updating the Database.

4. The Licensing Authority shall be responsible for storing applications and documents in accordance with the law on archives and the law on data.

1. Cases of temporary suspension of goods trading activities and activities directly related to goods trading, and temporary suspension of retail establishment operations:

a) The foreign-invested economic organization decides to temporarily suspend goods trading activities and activities directly related to goods trading;

b) The foreign-invested economic organization decides to temporarily suspend retail establishment operations;

c) The foreign-invested economic organization is required to temporarily suspend goods trading activities and activities directly related to goods trading where it fails to maintain the conditions and criteria for conducting the licensed goods trading activities and activities directly related to goods trading prescribed in Article 9 and the conditions and criteria for licensed retail establishment operations prescribed in Article 21 of this Decree, pursuant to a decision of the competent state authority.

2. A foreign-invested economic organization may temporarily suspend goods trading activities and activities directly related to goods trading, and temporarily suspend retail establishment operations, for a period of no more than 12 months.

When temporarily suspending goods trading activities and activities directly related to goods trading, or temporarily suspending retail establishment operations, the foreign-invested economic organization shall have the following obligations:

a) Comply with the regulations on temporary suspension of business and resumption of business before the notified suspension period expires in accordance with the law on business registration;

b) Within ten working days from the date of receipt from the business registration authority of the Certificate of notification of temporary business suspension or the certificate of notification of early resumption of business before the notified deadline, send copies of such certificates to the Licensing Authority for publication on the Database.

3. Where a foreign-invested economic organization temporarily suspends goods trading activities and activities directly related to goods trading as prescribed in Point c of Clause 1 of this Article, the Licensing Authority shall send a Notice of temporary suspension of goods trading activities and activities directly related to goods trading (Form No. 16 in the Appendix issued together with this Decree) to the foreign-invested economic organization.

Within 12 months from the effective date of the notice, the foreign-invested economic organization shall be responsible for:

a) Complying with the regulations on temporary suspension of business and early resumption of business before the notified deadline in accordance with the law on business registration;

b) Taking remedial measures to ensure compliance with the conditions and criteria in accordance with the law on conditional business investment sectors; conditional market access sectors for foreign investors; and goods trading activities, activities directly related to goods trading and retail establishment operations in accordance with this Decree, and sending copies of the Certificate of notification of temporary business suspension and the certificate of notification of early resumption of business before the notified deadline to the Licensing Authority for publication on the Database.

Where the foreign-invested economic organization fails to take remedial measures within the above time limit to ensure compliance with the conditions and criteria for conducting the licensed goods trading activities and activities directly related to goods trading and retail establishment operations in accordance with this Decree, the Licensing Authority shall terminate the goods trading activities and activities directly related to goods trading and/or retail establishment operations in accordance with this Decree.

1. Cases of termination of goods trading activities and activities directly related to goods trading, and retail establishment operations:

a) The foreign-invested economic organization decides to terminate part or all of its goods trading activities and activities directly related to goods trading;

b) The business duration on the Business License expires without an application for a new license; the Retail Establishment License expires without an application for renewal;

c) The business duration on the Business License expires and the application for a new license is not approved; the Retail Establishment License expires and the Retail Establishment License is not renewed;

d) The 12-month temporary suspension period for goods trading activities and activities directly related to goods trading prescribed in Clause 3 of Article 40 has expired and the foreign-invested economic organization fails to take remedial measures to ensure compliance with the conditions and criteria for conducting the licensed goods trading activities and activities directly related to goods trading;

dd) The Business License or Retail Establishment License is revoked as prescribed in Article 42 of this Decree.

2. Procedures for termination of goods trading activities and activities directly related to goods trading, and retail establishment operations:

a) For cases prescribed in Point a of Clause 1 of this Article

Within 14 working days from the date of the decision to terminate part of the goods trading activities and activities directly related to goods trading prescribed in Points c, d and dd of Clause 1 of Article 10 or Points b, dd and g of Clause 1 of Article 24 of this Decree, the foreign-invested economic organization shall carry out the procedures for amendment of the Business License as prescribed in Clause 3 of Articles 14 and 15 of this Decree, and amendment of the Retail Establishment License as prescribed in Clause 1 of Articles 28, 29 and 30 of this Decree.

Within 14 working days from the date of the decision to terminate all goods trading activities and activities directly related to goods trading, and retail establishment operations, the foreign-invested economic organization shall send a notice of termination of goods trading activities and activities directly related to goods trading, and retail establishment operations (Form No. 17 in the Appendix issued together with this Decree) to the Licensing Authority and simultaneously surrender the originals of the previously issued licenses to the Licensing Authority.

Within ten working days from the date of receipt of the above notice, the Licensing Authority shall issue a Decision on termination of goods trading activities and activities directly related to goods trading, and retail establishment operations (Form No. 18 in the Appendix issued together with this Decree).

b) For cases prescribed in Point b of Clause 1 of this Article

Within 14 working days before the business duration on the Business License expires or the Retail Establishment License expires, the foreign-invested economic organization shall send a notice of termination of goods trading activities and activities directly related to goods trading, and retail establishment operations, to the Licensing Authority (Form No. 17 in the Appendix issued together with this Decree).

The goods trading activities and activities directly related to goods trading, and retail establishment operations of the foreign-invested economic organization shall terminate from the date the business duration on the Business License or the Retail Establishment License expires.

c) For cases prescribed in Point c of Clause 1 of this Article

The goods trading activities and activities directly related to goods trading, and retail establishment operations of the foreign-invested economic organization shall terminate from the date the business duration on the Business License or the Retail Establishment License expires.

The Licensing Authority shall issue a Decision on termination of goods trading activities and activities directly related to goods trading, and retail establishment operations (Form No. 18 in the Appendix issued together with this Decree), clearly stating the reasons for refusal to grant a new business duration on the Business License or renewal of the Retail Establishment License.

d) For cases prescribed in Point d of Clause 1 of this Article

The Licensing Authority shall issue a Decision on termination of goods trading activities and activities directly related to goods trading, and retail establishment operations (Form No. 18 in the Appendix issued together with this Decree). The foreign-invested economic organization shall be responsible for carrying out the procedures for amendment of the Business License as prescribed in Articles 14 and 15 of this Decree, and amendment of the Retail Establishment License as prescribed in Articles 29 and 30 of this Decree.

Where the goods trading activities and activities directly related to goods trading are terminated in their entirety, within 14 working days from the date the Licensing Authority issues the Decision on termination of goods trading activities and activities directly related to goods trading, and retail establishment operations (Form No. 18 in the Appendix issued together with this Decree), the foreign-invested economic organization shall be responsible for surrendering the originals of the Business License and Retail Establishment License previously issued to the Licensing Authority and fulfilling obligations and responsibilities (if any) in accordance with the law.

dd) For cases prescribed in Point dd of Clause 1 of this Article

The goods trading activities and activities directly related to goods trading, and retail establishment operations of the foreign-invested economic organization shall terminate from the date specified in the Decision on revocation of the Business License or the decision on revocation of the Retail Establishment License taking effect. Within 14 working days from the date of receipt of the effective Decision on revocation of the Business License or Retail Establishment License, the foreign-invested economic organization shall be responsible for surrendering the originals of the Business License and Retail Establishment License previously issued to the Licensing Authority and fulfilling obligations and responsibilities (if any) in accordance with the law.

1. A Business License shall be revoked in the following cases:

a) The Enterprise Registration Certificate is revoked;

b) The Investment Registration Certificate for the project involving goods trading activities and activities directly related to goods trading ceases to be effective or is revoked;

c) The particulars declared in the application for issuance, re-issuance or amendment of the Business License are false;

d) Cessation of goods trading activities and activities directly related to goods trading for more than 12 months without reporting to the Licensing Authority;

dd) Failure to comply with the periodic reporting requirements as prescribed in Point a of Clause 1 of Article 38 of this Decree for 24 consecutive months;

e) Failure to submit reports, documents or explanations as prescribed in Point b of Clause 1 of Article 38 of this Decree within three months after the deadline set in the request, except in cases of force majeure in accordance with the law;

g) Administratively penalized three consecutive times within a 12-month period for violations of the goods trading activities and activities directly related to goods trading prescribed in the Business License.

2. A Retail Establishment License shall be revoked in the following cases:

a) The Business License of the foreign-invested economic organization, or the Investment Registration Certificate or document of equivalent legal validity of the retail establishment project, is revoked;

b) The particulars declared in the application for issuance, re-issuance, amendment or renewal of the Retail Establishment License are false;

c) After 12 months from the date of issuance of the Retail Establishment License, the foreign-invested economic organization does not have an Investment Registration Certificate in cases where one is required, without reporting to the Licensing Authority;

d) After 24 months from the date of issuance of the Retail Establishment License, the foreign-invested economic organization does not have an Investment Registration Certificate in cases where one is required;

dd) Cessation of retail establishment operations for more than 12 months without reporting to the Licensing Authority;

e) Failure to comply with the periodic reporting requirements as prescribed in Point a of Clause 1 of Article 38 of this Decree for 24 consecutive months;

g) Failure to submit reports, documents or explanations as prescribed in Point b of Clause 1 of Article 38 of this Decree within three months after the deadline set in the request;

h) Administratively penalized on three consecutive occasions within a 12-month period for violations of the goods trading activities prescribed in the Retail Establishment License.

3. Procedures for revocation of Business Licenses and Retail Establishment Licenses

a) For cases prescribed in Point a of Clause 1 and Point a of Clause 2 of this Article:

The Licensing Authority shall issue a Decision on revocation of the Business License or Retail Establishment License (Form No. 19 in the Appendix issued together with this Decree).

b) For cases prescribed in Point b of Clause 1 of this Article:

Within 30 days from the date the Investment Registration Certificate or document of equivalent legal validity of the project involving goods trading activities and activities directly related to goods trading is revoked, the foreign-invested economic organization shall send a copy of the decision on revocation of the Investment Registration Certificate to the Licensing Authority.

Where the objectives of the investment project whose Investment Registration Certificate is revoked include all goods trading activities and activities directly related to goods trading for which the Business License was issued, the Licensing Authority shall issue a Decision on revocation of the Business License (Form No. 19 in the Appendix issued together with this Decree).

Where the objectives of the investment project whose Investment Registration Certificate is revoked include part of the goods trading activities and activities directly related to goods trading for which the Business License was issued, the Licensing Authority shall issue a decision on cancellation of the particulars relating to the investment project whose Investment Registration Certificate is revoked, and simultaneously amend the Business License to remove such particulars from the Business License (Form No. 18 in the Appendix issued together with this Decree).

c) For cases prescribed in Point c of Clause 1 and Point b of Clause 2 of this Article:

The Licensing Authority shall issue a decision on cancellation of the Business License or Retail Establishment License content that was amended on the basis of false information (Form No. 18 in the Appendix issued together with this Decree); restore the previously licensed particulars on the Business License or Retail Establishment License, and simultaneously notify the competent authority for handling in accordance with the law.

d) For cases prescribed in Points d, dd and e of Clause 1 and Points c, d, dd, e and g of Clause 2 of this Article:

The Licensing Authority shall send a written request to the foreign-invested economic organization for a written explanation of the reasons for the regulatory violation, specifying the explanation deadline. After 14 working days from the expiry of the explanation deadline, where the Licensing Authority has not received a written explanation from the foreign-invested economic organization or where the written explanation is unsatisfactory, the Licensing Authority shall issue a Decision on revocation of the Business License or Retail Establishment License (Form No. 19 in the Appendix issued together with this Decree).

dd) For cases prescribed in Point g of Clause 1 and Point h of Clause 2 of this Article:

Within 14 working days from the date the third administrative penalty decision takes effect, the Licensing Authority shall issue a decision on revocation of the issued, re-issued or amended Business License, or the issued, re-issued, amended or renewed Retail Establishment License.

1. Responsibilities of the Ministry of Industry and Trade

a) Publish Vietnam's commitments in international treaties on goods trading activities and activities directly related to goods trading, the status of market opening and sectoral and industry development strategies (where eligible for publication in accordance with the regulations);

b) Consolidate, update, develop, amend and supplement investment and business conditions and market access conditions for foreign investors and foreign-invested economic organizations in the field of goods trading activities and activities directly related to goods trading;

c) Take charge of inspection and supervision of the state management of Licensing Authorities with respect to goods trading activities and activities directly related to goods trading;

d) Cooperate with province-level People's Committees and competent authorities in inspecting, supervising and examining goods trading activities and activities directly related to goods trading, and the setting up of retail establishments by foreign investors and foreign-invested economic organizations, at the request of province-level People's Committees and competent authorities (if any);

dd) Take charge of developing, organizing the management, use and operation of the Database on goods trading activities and activities directly related to goods trading of foreign investors and foreign-invested economic organizations in Vietnam.

2. Responsibilities of the Ministry of Public Security and the Ministry of National Defense

a) Provide opinions on matters relating to national security within the scope of their functions and tasks at the request of the Licensing Authority as prescribed in Clause 3 of Article 8 of this Decree;

b) Cooperate and provide information within an appropriate scope and form to ministries, authorities and local governments on national security, public order and social safety, and prevention of economic crime, to serve state management of goods trading activities and activities directly related to goods trading of foreign investors and foreign-invested economic organizations.

3. Responsibilities of the Ministry of Finance

a) Take charge and cooperate with the Ministry of Industry and Trade in consolidating and publishing investment and business conditions and market access conditions for foreign investors and foreign-invested economic organizations in the field of goods trading activities and activities directly related to goods trading, in accordance with the law;

b) Cooperate with the Ministry of Industry and Trade in monitoring, inspecting and assessing foreign investment in the field of goods trading activities and activities directly related to goods trading.

4. Responsibilities of province-level People's Committees

a) Exercise state management within their authority over goods trading activities and activities directly related to goods trading of foreign investors and foreign-invested economic organizations;

b) Exercise their authority to inspect and examine goods trading activities and activities directly related to goods trading of foreign investors and foreign-invested economic organizations, or organize inter-sectoral inspections and examinations at the request of competent authorities;

c) Cooperate with relevant ministries and sectors in the state management of goods trading activities and activities directly related to goods trading of foreign investors and foreign-invested economic organizations within their respective provinces.

1. Foreign-invested economic organizations and economic organizations falling under the cases prescribed in Clause 1 of Article 20 of the Law on Investment that have been issued Business Licenses and Retail Establishment Licenses before the effective date of this Decree may continue to conduct the licensed business activities.

2. Foreign-invested economic organizations and economic organizations falling under the cases prescribed in Clause 1 of Article 20 of the Law on Investment that have been issued Business Licenses and Retail Establishment Licenses before the effective date of this Decree, upon application for amendment of the particulars prescribed in Clause 1 of Article 10 of this Decree in such documents, must carry out the procedures as prescribed in Articles 14 and 15 of this Decree; or upon application for amendment of the particulars prescribed in Points a, b, c, d, dd, g and h of Clause 1 of Article 24 of this Decree in such documents, must carry out the procedures as prescribed in Articles 29 and 30 of this Decree. The Licensing Authority shall issue a Business License or Retail Establishment License recording the previously licensed particulars and the newly approved amended particulars.

3. Where there is a change to the head office address or retail establishment address of a foreign-invested economic organization pursuant to the regulations on rearrangement of province-level administrative divisions, the foreign-invested economic organization may continue to operate under the previously issued Business License and Retail Establishment License without carrying out the procedures for amendment of the Business License or Retail Establishment License.

4. Foreign-invested economic organizations and economic organizations falling under the cases prescribed in Clause 1 of Article 20 of the Law on Investment that have not been issued Business Licenses or Retail Establishment Licenses but have Enterprise Registration Certificates, Investment Registration Certificates or documents of equivalent legal validity recording goods trading activities and activities directly related to goods trading, and retail establishment activities, issued before the effective date of Decree No. 09/2018/ND-CP of January 15, 2018, and that are subject to the requirements for Business Licenses and Retail Establishment Licenses in accordance with this Decree, upon application for amendment of the particulars prescribed in Clause 1 of Article 10 of this Decree in such documents, must carry out the procedures as prescribed in Articles 14 and 15 of this Decree; or upon application for amendment of the particulars prescribed in Points a, b, c, d, dd, g and h of Clause 1 of Article 24 of this Decree in such documents, must carry out the procedures as prescribed in Articles 29 and 30 of this Decree. The Licensing Authority shall issue a Business License or Retail Establishment License recording the previously licensed particulars and the newly approved amended particulars (Forms No. 12 and 13 in the Appendix issued together with this Decree).

5. For applications for issuance, re-issuance, amendment or revocation of Business Licenses; and issuance, re-issuance, amendment, renewal or revocation of Retail Establishment Licenses that have been received by Licensing Authorities before the effective date of this Decree, the issuance, re-issuance, amendment, renewal or revocation of Business Licenses and Retail Establishment Licenses shall be carried out in accordance with Decree No. 09/2018/ND-CP of January 15, 2018 and Article 36 of Decree No. 146/2025/ND-CP of June 12, 2025.

Where the application is incomplete or invalid, the foreign investor or foreign-invested economic organization shall provide supplementary explanations at the request of the Licensing Authority within no more than six months from the date the Licensing Authority issues the written request for supplementary explanations. After such period, the issuance, re-issuance, amendment or revocation of Business Licenses and issuance, re-issuance, amendment, renewal or revocation of Retail Establishment Licenses shall be carried out in accordance with this Decree.

1. This Decree comes into force as of October 18, 2026.

2. This Decree replaces Decree No. 09/2018/ND-CP of January 15, 2018 of the Government elaborating on the Law on Commerce and the Law on Foreign Trade Management on goods trading activities and activities directly related to goods trading of foreign investors and foreign-invested economic organizations in Vietnam; and annuls Article 36 of Decree No. 146/2025/ND-CP of June 12, 2025 of the Government prescribing the devolution and delegation of authority in the fields of industry and trade.

3. Where legal documents cited in this Decree are amended, supplemented or replaced, the provisions of the amended, supplemented or replacing legal documents shall apply.

4. Ministers, heads of ministerial agencies and Chairpersons of People's Committees of provinces and centrally-affiliated cities shall implement this Decree./.