Trading and retail activities of foreign-invested enterprises.

1. An FDI enterprise needs several licences to retail in Vietnam

An Investment Registration Certificate and an Enterprise Registration Certificate are not enough for a foreign-invested enterprise to sell goods in Vietnam. Depending on the activity, it also needs a Business Licence and a Retail Outlet Licence, and in some cases must pass an Economic Needs Test.

The most common mistake is usually not procedural but structural: the investor designs the business model first, then finds that it needs a trading right the enterprise does not hold.

2. FDI enterprises must distinguish four trading rights

The key line runs between the import right and the distribution right. A foreign-invested enterprise with only the import right cannot sell to consumers itself; it must sell through a Vietnamese trader that holds the distribution right. To bring the goods to market itself, the enterprise also needs the wholesale or retail distribution right. This is the most common structural hurdle for foreign investors entering the market.

3. The provincial People's Committee issues the Business Licence

3.1. Some activities require a Business Licence

A foreign-invested enterprise needs a Business Licence for:

• retail distribution of goods, other than rice, sugar, recordings, books, newspapers and magazines;
• import and wholesale distribution of lubricating oils and greases;
• retail distribution of rice, sugar, recordings, books, newspapers and magazines;
• logistics services, except sub-sectors that Vietnam has committed to open under a treaty;
• leasing of goods, excluding financial leasing and the leasing of construction equipment with an operator;
• trade promotion services, excluding advertising;
• commercial intermediary services;
• e-commerce services;
• services for organising tenders for goods and services;
• managing an e-commerce platform;
• commercial assessment services.

No Business Licence is needed to export, or to import and distribute at wholesale ordinary goods that are not on the restricted list. Many investors wrongly assume that every import activity needs a Business Licence.

3.2. The provincial People's Committee licenses, and may seek a security opinion

The application includes: the Business Licence application form; a statement explaining how the licensing conditions are met, with the business plan, financial plan and trading record; tax authority documents showing no overdue tax; and a copy of the Enterprise Registration Certificate and any Investment Registration Certificate.

The licensing authority is the provincial People's Committee where the enterprise has its head office. It issues, reissues, amends and revokes Business Licences. No approval from the Ministry of Industry and Trade is needed, for either the Business Licence or the Retail Outlet Licence.

Some applications need a security review. The provincial People's Committee consults the Ministry of Public Security and the Ministry of National Defence in four cases: the investor is from a country with no treaty with Vietnam; the service sector is not committed under a treaty; the project is a large e-commerce platform; or the project is a large retail system.

For investors outside the free trade agreements, the procedure is therefore not simple. The review focuses on security, and the enterprise should allow extra time for this consultation.

3.3. The licensing conditions must be met throughout operations

Licensing conditions. An investor from a country or territory that shares a treaty with Vietnam must meet the market access conditions in the commitments and keep meeting them throughout its operations, and must have no overdue tax if it has been established in Vietnam for a year or more. An investor from a non-treaty country must also meet criteria on domestic competition and specialised law.

Reports are due every six months. A licensed enterprise must report on its operations every six months.

An acquired retail business may keep trading while its licences are converted. When a foreign investor acquires a domestic retail business, the business may keep operating the existing stores for up to 12 months while converting the licences. This matters greatly in acquisitions of retail chains, because the stores need not close while new licences are pending.

4. Each retail outlet needs its own licence

Every store needs its own Retail Outlet Licence, including the first. This licence is separate from the Business Licence, although both can be issued together.

The Retail Outlet Licence runs for the remaining term of the store project's Investment Registration Certificate. If the project has no such certificate, the licence follows the term in the store's site documents. Renewal is a separate procedure.

5. Some retail outlets must pass an Economic Needs Test

5.1. Many cases are exempt from the Economic Needs Test

The first store is always exempt. From the second store on, the enterprise is exempt only if the store meets all three conditions:

1. a floor area of less than 500 square metres;
2. located inside a shopping centre;
3. not a convenience store or mini-supermarket.

Because all three conditions must be met, the exemption is much narrower than many assume. A 300-square-metre street-front store still needs an Economic Needs Test, because it is not inside a shopping centre.

Investors from CPTPP, EVFTA and UKVFTA member countries are also exempt, in line with the committed roadmaps. In practice, the test mainly applies to investors outside the treaties.

5.2. The test applies five criteria

1. the size of the geographic market affected by the store;
2. the number of stores already operating in that market;
3. the store's effect on market stability and on the business of other stores and traditional markets in the area;
4. its effect on traffic, environmental sanitation and fire safety in the area;
5. its potential contribution to local socio-economic development, including jobs, budget revenue, domestic manufacturing and distribution, modernisation of distribution, and the environment and living conditions of residents.

5.3. Timing in practice

The provincial People's Committee sets up an Economic Needs Test Council to assess the application. This is often the longest step in licensing a retail outlet, so the enterprise should allow time for it when planning a chain roll-out.

Build this into any chain roll-out plan, because a better-prepared application does not shorten this period.

6. Distribution of some goods is restricted

They fall into three groups:

Lubricating oils and greases have their own conditions: the importer must have a project to manufacture them, or hold the right to distribute machinery and equipment that uses specialised lubricants.

7. E-commerce follows a new legal framework from 1 July 2026

E-commerce has changed more than any other area in 2026.

The Law on E-commerce No. 122/2025/QH15, passed on 10 December 2025 and in force from 1 July 2026, and its implementing Decree No. 248/2026/ND-CP replace the former framework of Decree No. 52/2013/ND-CP and Decree No. 85/2021/ND-CP.

The new law's main provisions are:

• Wider scope: from traditional trading floors to intermediary digital platforms, social commerce and information intermediaries.
• Four platform models, each with its own legal responsibilities: direct-sale platforms, intermediary platforms, social networks with commerce functions, and integrated models.
• Seller identification. Sellers must provide verified identity details that match official registration data.
• Livestreaming and affiliate marketing. Platforms must verify livestreamers' identity, keep video and audio recordings, offer a complaints channel during broadcasts, and supervise affiliate marketing.
• Algorithmic transparency. Platforms must publish their criteria for ranking and displaying products.

Foreign platforms. A foreign e-commerce platform that uses Vietnamese, uses a .vn domain or exceeds a set transaction threshold must establish a legal presence or appoint a representative in Vietnam, register with the Ministry of Industry and Trade, and post a security deposit.

Interaction with investment rules. Managing an e-commerce platform has been added to Section B of Appendix I to Decree No. 96/2026/ND-CP, so it is a conditional business line for foreign investors. Together with Decree No. 342/2026, a foreign-invested e-commerce platform must pass three layers of procedure:

1. the Investment Registration Certificate, subject to the sector's market access conditions;
2. the Business Licence, plus a security review if it is a large platform;
3. registration of the platform with the Ministry of Industry and Trade and a security deposit.

8. What enterprises should do

1. Identify the trading rights you need before designing the business model. An enterprise with only the import right that plans to sell directly to consumers has a problem no administrative procedure can fix.
2. Check early whether a security review applies. If the investor or project falls into one of the four cases that require consulting the Ministry of Public Security and the Ministry of National Defence, build this step into the timetable from the start.
3. Get tax clearance documents early. Having no overdue tax is a licensing condition, and it often delays applications.
4. Build the Economic Needs Test into the chain roll-out plan, and check any exemption against all three conditions, not just floor area.
5. For e-commerce, review all three layers of procedure together, and also check personal data protection obligations, because user behaviour data is now sensitive data.
6. Set up an internal process for six-monthly reporting, so that no reporting period is missed.