A Business License (Giấy phép kinh doanh), sometimes referred to in English as a "Trading License," is required for certain foreign-invested economic organizations conducting specified goods trading and directly related commercial activities in Vietnam. Depending on the business model, regulated activities may include retail distribution, certain import and wholesale activities, logistics services, commercial promotion, commercial intermediary services, certain intermediary e-commerce activities, and other activities regulated under Vietnam's foreign-invested trading framework.
The licensing requirements depend on the specific activity, goods, foreign market-access commitments and applicable Vietnamese regulations. Inventive Legal assists foreign investors and FIEs with eligibility assessment, regulatory structuring, dossier preparation, licensing procedures and post-licensing compliance.
General orientation only — the applicable pathway should always be confirmed by a regulatory assessment of the specific activity, goods and investor structure.
| Item | Content |
|---|---|
| Who needs it | Certain foreign-invested economic organizations conducting activities subject to a Business License under Vietnam's foreign-invested trading regulations. |
| Legal basis | Decree No. 09/2018/ND-CP and applicable investment, commercial, foreign-trade and international treaty rules. |
| Competent authority | Provincial-level authority under the current decentralised licensing framework; the receiving/implementing authority depends on the procedure and locality. |
| Typical timeline | Depends on the licensed activity, dossier completeness and applicable procedure. Current procedures reviewed include 10, 20, 28 and 58 working-day pathways. |
| Key requirements | Market-access compliance, applicable licensing conditions, corporate/investment registration alignment and activity-specific requirements. |
| Main documents | Application documents, enterprise/investment registration documents where applicable, tax-status evidence where required, and activity-specific supporting documents. |
| Validity / renewal | A Business License issued in cases under Clauses 2, 3 or 4 of Article 9 has a five-year term. Adjustment is required whenever licensed information changes. |
A Business License (Giấy phép kinh doanh), sometimes referred to in English as a "Trading License," is a regulatory license required for certain foreign-invested economic organizations to conduct specific goods trading and directly related commercial activities in Vietnam. The requirement depends on the nature of the proposed activity, the goods involved, the foreign investor's applicable market-access conditions, and the specific licensing framework under Vietnamese law.
The Business License should therefore be assessed as part of the company's overall market-entry and operating structure, rather than treated as a universal post-IRC/ERC requirement. Depending on the business model, the company may also need additional approvals, such as a Retail Establishment License.
Foreign investors frequently conflate these four instruments. Each authorizes a different layer of the enterprise's activity, and a given FIE may need several of them at once.
| Instrument | What it does |
|---|---|
| IRC | Registers the investment project, where an Investment Registration Certificate applies under investment law. |
| ERC | Registers the enterprise itself and its corporate information, including registered business lines. |
| Business License | Authorizes an FIE to carry out the specified goods-trading and directly related activities listed under Article 5 of Decree 09/2018/ND-CP — e.g. retail distribution rights, certain import/wholesale activities, logistics, commercial intermediary and promotion services, e-commerce, and bidding organization services. |
| Retail Establishment License | Authorizes the establishment of a specific retail outlet where required. Depending on the applicable procedure, it may be obtained separately or processed together with the Business License. |
| Sector-specific license | Authorizes regulated activities or products under specialized legislation, independently of and in addition to the Business License. |
The Business License requirement applies to foreign-invested economic organizations conducting the specific goods trading and directly related commercial activities for which a Business License is required under the applicable regulatory framework.
Ownership structure is an important part of the licensing analysis. The applicable rules depend not only on whether foreign capital is present, but also on the structure of the investment, the relevant investment-law thresholds, and the specific trading activity being conducted. Accordingly, a minority foreign investment should not automatically be treated as requiring the same licensing pathway as a wholly foreign-owned enterprise.
Because the legal test differs by activity, it is inaccurate to speak of a single "Trading License" covering all trading activities universally. Each regulated commercial activity must be evaluated against its specific statutory criteria.
Exercising the right to retail distribution of goods, subject to applicable exclusions and product-specific requirements. See retail distribution in Vietnam and distribution rights in Vietnam.
Importing and wholesaling specific goods subject to specialized management, such as lubricants and grease.
Retail distribution of specified items including rice, sugar, recorded media, books, newspapers and magazines.
Commercial intermediary services, or commercial promotion services (excluding advertising), within the scope regulated under Article 5.
Certain intermediary e-commerce platform and commercial social-network activities may be subject to separate e-commerce regulation.
Commercial leasing of goods, excluding financial leasing and rental of construction equipment with operators.
Logistics services or other commercial activities where the market-access framework does not provide unrestricted access.
Providing services of organizing bidding for goods and services within the scope regulated under Article 5.
Where retail activities involve establishing physical retail stores, additional licensing requirements apply. The applicable procedure depends on the outlet structure — including whether the outlet is the first or an additional outlet — and whether the Economic Needs Test (ENT) applies or an exemption is available. See when ENT applies.
Determining whether a foreign-invested enterprise (FIE) requires a Business License — and whether it qualifies for one — requires analyzing the company's corporate structure, its proposed activities, the specific goods involved, and the applicable legal framework. Vietnamese law establishes distinct eligibility pathways and compliance conditions depending on the nature of the transaction and market-access commitments. See our full guide to Business License Requirements in Vietnam.
Whether the Business License regime applies should be assessed by reference to the enterprise's foreign-investment status under the applicable investment and trading framework, together with the proposed activity and goods involved. Foreign ownership alone should not be used as a standalone licensing test.
The Business License may be required for foreign-invested enterprises carrying out specific commercial activities set out under the applicable regulatory framework. Each activity must be mapped to its applicable legal category and market-access rules.
The conditions for obtaining a Business License have been reduced and simplified under the current 2026 regulatory framework. Requirements should be assessed against the current regulatory framework, relevant market-access commitments, and the specific trading activity.
For investors from countries or territories covered by an international treaty to which Vietnam is a party, and where Vietnam has committed to market access for the relevant activity, key conditions include compliance with the applicable market-access commitments, submission of a financial plan for the proposed licensed activity, and — where the enterprise has been established in Vietnam for at least one year — satisfaction of the applicable tax-compliance requirement concerning overdue tax debts.
For investors outside the treaty-based pathway, the same financial-plan and tax-compliance conditions apply, together with additional statutory criteria: compliance with specialized legislation, compatibility with the level of competition among domestic enterprises in the relevant sector, the activity's capacity to create employment for domestic labour, and its capacity to contribute to the state budget.
For certain goods or activities that are not covered by Vietnam's market-access commitments, additional activity-specific criteria may apply. Requirements should therefore be assessed based on the precise goods, services and business model rather than a single checklist applied to every FIE.
Before filing for a Business License, the enterprise's underlying corporate structure and investment scope must properly support the intended commercial activities. The company's existing corporate and investment registrations should be reviewed for consistency with the proposed licensed activities; an amendment to registered information or the investment project may be required before or alongside the Business License application. See company registration in Vietnam for how the ERC and IRC are obtained.
The statutory dossier depends on the specific Business License procedure and the activity for which authorization is sought. Applicants should distinguish between documents expressly required by the applicable administrative procedure and supporting documents that may become relevant depending on the activity, goods, corporate structure or retail outlet involved. See the complete checklist in Business License Required Documents in Vietnam.
Number of dossier sets: under Article 13(2) of Decree 09/2018/ND-CP — one set for retail distribution rights under Article 5(a); two sets for activities under Article 5(b), (d), (đ), (e), (g), (h) and (i); three sets for retail distribution rights under Article 5(c) covering non-committed goods such as rice, sugar, recorded media, books, newspapers and magazines.
The applicable tax-compliance documentary requirement depends on the enterprise's establishment period, operational status, and the specific licensing procedure invoked.
Pathway 1 is a Business License procedure in the strict sense; Pathway 2 is a separate license governed by its own conditions; Pathway 3 combines both; and Pathway 4 is a cross-cutting compliance layer that applies on top of whichever license is obtained. Within Pathway 1, the Ministry of Industry and Trade's current administrative procedure catalogue distinguishes separate procedures for retail distribution, lubricants import/wholesale, rice/sugar/recorded-media/books/newspapers/magazines retail, and other Article 5(d)–(i) services. See the full step-by-step breakdown in Business License Application Procedure in Vietnam.
Pathway 1Applies where the FIE requires a Business License for specified Article 5 activities such as retail distribution, logistics, commercial intermediary, commercial promotion, goods leasing, or specified wholesale/import activities.
| Step | What Happens | Responsible Authority | Output |
|---|---|---|---|
| 1 | Regulatory assessment: classify activity, goods, ownership structure and market-access framework. | Enterprise / legal adviser | Confirmed licensing pathway |
| 2 | Corporate & investment readiness: review ERC/IRC for consistency with proposed activities. | Enterprise + registration authority | Registration structure ready |
| 3 | Prepare procedure-specific dossier. | Enterprise / legal adviser | Complete dossier |
| 4 | Submit application. | Competent provincial-level authority | Application received |
| 5 | Administrative review. | Competent authority | Dossier accepted / supplementation requested |
| 6 | Licensing decision. | Competent licensing authority | Business License |
Focuses on obtaining the Retail Establishment License for a specific retail outlet. The applicable procedure depends on whether the outlet is the first, an additional outlet exempt from ENT, or an additional outlet subject to ENT. See retail establishment licensing.
| Step | What Happens | Responsible Authority | Output |
|---|---|---|---|
| 1 | Retail structure assessment. | Enterprise / legal advisers | Retail licensing strategy |
| 2 | Determine first / additional outlet. | Enterprise | Outlet classification |
| 3 | Determine ENT or applicable exemption. | Competent licensing authority | ENT or exemption status |
| 4 | Prepare outlet dossier. | Enterprise / legal advisers | Complete outlet dossier |
| 5 | Submit application. | Competent licensing authority | Application received |
| 6 | Review. | Competent authority | Dossier accepted / supplementation requested |
| 7 | Licensing decision. | Competent licensing authority | Retail Establishment License |
Used where the Business License and Retail Establishment License are processed in a coordinated or simultaneous manner, where the applicable administrative procedure permits such coordinated issuance.
| Step | What Happens | Responsible Authority | Output |
|---|---|---|---|
| 1 | Assess Business License + Retail Establishment License requirements. | Enterprise + legal advisers | Decision on applicable combined procedure |
| 2 | Corporate & investment readiness. | Enterprise + registration authority | Registration structure ready |
| 3 | Prepare coordinated dossier. | Enterprise / legal advisers | Integrated dossier |
| 4 | Submit to competent licensing authority. | Competent licensing authority | Application received |
| 5 | Coordinated review. | Competent licensing authority | Review completed / supplementation requested |
| 6 | Provincial-level consideration/approval where required. | Provincial-level authority | Consideration/approval |
| 7 | Issuance of relevant licenses. | Competent licensing authority | Licenses issued |
Not a separate type of Business License — a cross-cutting compliance layer that applies in addition to Pathway 1, 2 or 3 wherever the underlying activity or goods are subject to specialized licensing. A Business License does not replace sector-specific licenses required by specialized laws.
| Step | What Happens | Responsible Authority | Output |
|---|---|---|---|
| 1 | Sectoral mapping. | Enterprise / legal advisers | List of required approvals |
| 2 | Sequence planning. | Enterprise | Approved licensing sequence |
| 3 | Prepare sector-specific dossiers. | Relevant specialized authorities | Complete sectoral dossiers |
| 4 | Submit and coordinate. | Competent licensing and sector-specific authorities | Applications lodged |
| 5 | Review and inspections where required. | Specialized authorities | Sectoral approvals / conditions |
| 6 | Full operational authorization. | Competent authorities | Complete authorization package |
Statutory processing times are set out in the applicable administrative procedures published on Vietnam's National Public Service Portal and the Ministry of Industry and Trade's administrative procedure database, including the decentralisation and simplification measures introduced by Resolution No. 19/2026/NQ-CP. Resolution 19/2026 took effect on 29 April 2026, with a separate effective mechanism for the decentralisation measures under its Article 3 and Appendix I. The working-day figures below should be verified against the specific published procedure applicable to the licensed activity and locality at the time of filing. For the full statutory-vs-practical timeline breakdown, see Business License Timeline in Vietnam; for a full cost breakdown, see Business License Cost in Vietnam.
| Procedure | Statutory Processing Time |
|---|---|
| Business License — Retail Distribution | 10 working days |
| Business License — Other Article 5(d)–(i) Services | 28 working days |
| First Retail Outlet / Additional Outlet Not Subject to ENT | 20 working days |
| Additional Retail Outlet Subject to ENT | 58 working days |
| Combined Business License + Retail Establishment License | 20 working days |
The statutory processing period generally runs from the date the competent authority receives a complete and valid dossier. The competent authority's initial completeness check, and the time required to supplement an incomplete dossier, are not included within the statutory processing period.
Government fees, if applicable, should be verified against the fee schedule applicable to the specific licensing procedure and filing location. Professional legal fees depend on the scope, number of activities, retail outlets, regulatory complexity and whether additional sector-specific approvals are required — a tailored proposal is provided once the licensing scenario is confirmed.
Business License and Retail Establishment License applications in Vietnam may be delayed or refused due to classification errors, documentation inconsistencies, and failure to satisfy activity-specific or outlet-level conditions.
Why it happens: The investor's country of incorporation, applicable treaty framework and exact proposed trading activity are not correctly mapped to Vietnam's market-access commitments.
Consequence: The application may be filed under the wrong procedure or require additional statutory conditions, causing delays or a need to restructure or refile.
How Inventive Legal helps: We conduct a structured market-access analysis at the outset, classifying investor, activity and goods before the dossier is prepared.
Why it happens: The proposed licensed activity is not clearly aligned with the actual business model or is described too generically.
How Inventive Legal helps: We translate the commercial model into precise legal activity descriptions aligned with the applicable framework.
Why it happens: The ERC and, where applicable, IRC do not reflect the proposed trading activities, investment scope or relevant project information.
How Inventive Legal helps: We review ERC/IRC alignment at the regulatory assessment stage and coordinate required amendments before licensing.
Why it happens: Corporate documents contain inconsistent names, tax codes, addresses or signatory information, or required tax-compliance evidence is missing.
How Inventive Legal helps: We perform a document consistency check before filing and coordinate with the client's finance team.
Why it happens: Certain activities or goods may be subject to additional conditions under specialized laws.
How Inventive Legal helps: We map each proposed activity and goods category to the relevant specialized laws and licensing regimes.
Why it happens: The enterprise misclassifies an outlet or assumes an ENT exemption without verifying the applicable rules.
How Inventive Legal helps: We classify each outlet by sequence, characteristics, location and applicable treaty/regulatory status before selecting the procedure.
Why it happens: Lease agreements, ownership documents, floor plans and application information contain inconsistent addresses, areas or outlet descriptions.
How Inventive Legal helps: We review premises documents and ensure outlet information is consistent throughout the dossier.
Why it happens: Regulated goods or services trigger specialized licensing that was not identified at the planning stage.
How Inventive Legal helps: We conduct sectoral mapping and design a coordinated licensing sequence covering Business License, retail and sector-specific approvals.
We verify whether the proposed activity is accessible to foreign investors before a single application form is prepared, at the structuring stage.
We cross-check IRC and ERC contents against what the Business License and any Retail Establishment License will require.
We map the business model, activities, goods, sales channels and licensing requirements into a precise regulatory pathway.
We assess each proposed outlet individually and determine the appropriate procedure, including whether ENT applies.
We treat the Business License as one link in a chain — FDI structuring, ERC/IRC, licensing, retail and post-license compliance.
No. A Business License under Decree 09/2018/ND-CP is required only where the FIE engages in specified activities for which a Business License is required. Many FIEs that only conduct manufacturing, export, or trading within applicable market-access commitments may not need a separate Business License.
In Vietnam's FDI context, "Business License" and "Trading License" are often used interchangeably in English for the license issued under Decree 09/2018/ND-CP. The official Vietnamese term is Giấy phép kinh doanh. This license is distinct from the ERC/IRC and, where retail is involved, from the Retail Establishment License.
Not necessarily. However, the enterprise must have the relevant trading rights and registrations required for its proposed import-export activities, and any sector-specific conditions applicable to the goods must also be satisfied.
It depends on the goods, activity structure and applicable market-access rules. Some wholesale activities require a Business License, such as the import and wholesale distribution of lubricants.
It depends on the business model. Where the FIE requires a Business License for retail distribution and establishes a retail outlet subject to separate retail-establishment licensing, both licenses may be required — in certain cases processed simultaneously under a combined procedure.
No. ENT applicability depends on factors such as whether the outlet is the first or an additional outlet, its size, format, location and the applicable regulatory framework and treaty status.
Under current administrative procedures reviewed, the Business License procedure for retail distribution is 10 working days, while other Article 5(d)–(i) services take 28 working days. Retail Establishment License procedures include 20-working-day and 58-working-day pathways depending on whether ENT applies.
It depends on whether the enterprise's existing corporate and investment registrations already support the proposed licensed activities. Where an amendment is required, the appropriate sequencing should be determined before filing.
Required documents vary by procedure and may include the prescribed application documents, enterprise and investment registration documents where applicable, tax-compliance evidence where required, and procedure-specific supporting materials.
Possibly, but subject to additional conditions and case-specific assessment, including compliance with specialized legislation and compatibility with the level of competition among domestic enterprises.