Based on the regulations:
WTO, AFAS, FTAs, VKFTA
Investment Law No. 67/2014/QH13
Decree No. 23/2007/ND-CP,
Decree 35/2006/ND-CP,
Decree 118/2015/ND-CP
Circular 34/2013/TT-BCT, Circular 08/2013/TT-BCT.
5. Conditions for foreign-invested enterprises to be granted a business license to conduct trading of goods and activities directly related to trading of goods in Vietnam.
Condition 1: Investors from countries and territories that are parties to international treaties to which the Socialist Republic of Vietnam is a member, and in which Vietnam has committed to opening its market for the trade of goods and activities directly related to the trade of goods;
Foreign investors or enterprises with foreign investment capital in Vietnam that meet the conditions stipulated in point a, clause 1, Article 4 of Decree No. 23/2007/ND-CP have the right to invest in carrying out the trading of goods and activities directly related to the trading of goods according to the implementation roadmap stipulated in Circular No. 34/2013/TT-BCT dated December 14, 2013 of the Ministry of Industry and Trade announcing the roadmap for carrying out the trading of goods and activities directly related to the trading of goods and other relevant legal provisions.
Condition 2: The form of investment is consistent with the roadmap committed in international treaties to which the Socialist Republic of Vietnam is a party and in accordance with Vietnamese law;
Condition 3: Goods and services offered must comply with Vietnam's market opening commitments and Vietnamese law;
Condition 4: The scope of operations is consistent with Vietnam's market opening commitments and in accordance with Vietnamese law.
Condition 5: Approved by the competent state agency as stipulated in Article 5 of Decree No. 23/2007/ND-CP.
For foreign investors not falling under the provisions of point 1.1 above, before the competent authority issues a business license, the Minister of Industry and Trade shall consider and approve the trading of goods and activities directly related to the trading of goods on a case-by-case basis.
The regulations detail the activities that can be performed based on the granted permission.
1. Foreign-invested enterprises that have been granted export licenses are permitted to purchase goods in Vietnam for export abroad, including goods imported into Vietnam by the enterprise or other enterprises that have fulfilled their tax and other financial obligations, under the following conditions:
Exported goods must not be on the list of prohibited exports, the list of temporarily suspended exports, or the list of goods not permitted for export under international commitments;
For goods subject to export conditions, businesses must meet the conditions stipulated by law;
Goods included in the list of goods subject to export schedules in international commitments must be exported according to the committed schedule by businesses;
The exported goods must conform to the scope of the export rights that the enterprise has been granted.
2. Foreign-invested enterprises that have been granted import rights may import goods from abroad into Vietnam under the following conditions:
Imported goods must not be on the list of prohibited imports, the list of temporarily suspended imports, or the list of goods not permitted for import under international commitments;
For imported goods that fall under the category of conditionally imported goods, businesses must meet the conditions stipulated by law;
For imported goods included in the list of goods subject to import schedules in international commitments, businesses must comply with the committed schedules;
Imported goods must conform to the scope of import rights granted to the business.
3. Foreign-invested enterprises that have been granted distribution rights are permitted to distribute goods manufactured in Vietnam and goods legally imported into Vietnam under the following conditions:
The goods being distributed do not fall under the category of prohibited goods for business or the category of goods whose distribution is not permitted according to international commitments;
For goods subject to business restrictions or conditions, businesses must meet the conditions stipulated by law;
Goods distributed that fall under the category of goods subject to distribution schedules in international commitments must be distributed according to the committed schedule by the enterprise;
The goods distributed must conform to the scope of the distribution rights that the business has been licensed to carry out.
4. Conditions for establishing a retail outlet:
Foreign-invested enterprises are only permitted to establish their first retail outlet after obtaining a distribution license. The conditions for granting a distribution license are stipulated in Decree 23/2007/ND-CP and Circular 08/2013/TT-BCT, as detailed in sections I and IV in the same column above.
The establishment of the first retail outlet does not require the application for a Retail Establishment License as stipulated in Decree No. 23/2007/ND-CP. The establishment of any retail outlet, including the first, must comply with the laws on state management of retail activities and be consistent with the relevant planning of the province or centrally-governed city where the retail outlet is planned to be established.
The establishment of a retail outlet in addition to the first one is considered on a case-by-case basis, based on an assessment of the economic needs of the area where the retail outlet is to be located, according to the following criteria: the number of retail outlets, market stability, population density, and the size of the district or county where the retail outlet is planned to be located. This regulation does not apply to the establishment of a retail outlet with an area of less than 500 m2 in an area already planned by the province or centrally-governed city for the sale of goods and where infrastructure has been completed, except in cases where the planning changes and this condition no longer exists.
