Decree 342/2026/ND-CP detail Commercial Law, Law on Foreign Trade Management on goods purchase and sale of foreign investors and foreign-invested economic organizations

DECREE

Detailing the Commercial Law and the Law on Foreign Trade Management regarding goods purchase and sale and related activities of foreign investors and foreign-invested economic organizations in Vietnam

Pursuant to Law No. 63/2025/QH15 on Organization of the Government;

Pursuant to Commercial Law No. 36/2005/QH11;

Pursuant to Law No. 05/2017/QH14 on Foreign Trade Management;

Pursuant to Law No. 143/2025/QH15 on Investment;

At the proposal of the Minister of Industry and Trade;

The Government hereby promulgates the Decree detailing the Commercial Law and the Law on Foreign Trade Management regarding goods purchase and sale and related activities of foreign investors and foreign-invested economic organizations in Vietnam.

Chapter I

GENERAL PROVISIONS

Article 1. Scope of regulation

This Decree details Article 22 of the Commercial Law and Article 5 of the Law on Foreign Trade Management regarding goods purchase and sale and related activities of foreign investors and foreign-invested economic organizations in Vietnam.

Article 2. Subjects of application

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

Article 3. Interpretation of terms

In this Decree, the terms below are construed as follows:

1. Goods mean movables within the scope of Vietnam’s commitments on the right to export, right to import, right to wholesale distribution and right to retail distribution in treaties to which Vietnam is a contracting party.

2. Goods purchase and sale activities include:

a) Exercising the right to export;

b) Exercising the right to import;

c) Exercising the right to distribution.

3. Goods purchase and sale-related activities, including:

a) Providing commercial assessment services;

b) Providing logistics services;

c) Leasing goods, excluding: financial lease, and lease of construction equipment requiring operators;

d) Providing trade promotion services, excluding advertising services;

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

e) Managing and operating intermediary e-commerce platforms, social networks operating in e-commerce, and integrated commercial platforms.

g) Providing goods and service bidding services.

4. Right to export means the right to purchase goods in Vietnam for export, covering the right to undersign exports declarations in order to carry out and take responsibility for export-related procedures. The right to export does not cover the right to purchase goods from non-traders for export, unless otherwise prescribed by Vietnamese law or a relevant treaty to which Vietnam is a contracting party.

5. Right to import means the right to import goods from abroad into Vietnam for sale to traders that have the right to distribute such goods in Vietnam, covering the right to undersign imports declarations in order to carry out and take responsibility for import-related procedures. The right to import does not cover the right to organize or participate in a network to distribute goods in Vietnam, unless otherwise prescribed by Vietnamese law or a relevant treaty to which Vietnam is a contracting party.

6. Distribution includes wholesale, retail, sale agency and franchise activities in the field of distribution.

7. Right to distribution means the right to directly carry out distribution activities.

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

9. Retail means the sale of goods to individuals, households and other organizations for consumption purpose, including retail agency.

10. Retail sales outlet means a place where retail activities are carried out, excluding vending machines and mobile sales vehicles.

11. Retail sales outlet in addition to the first retail sales outlet means a retail sales outlet established in Vietnam by a foreign investor or a foreign-invested economic organization that already has a retail sales outlet in Vietnam, or established by a foreign investor or a foreign-invested economic organization under the same brand or trade name with at least one licensed and operating retail sales outlet of the foreign investor or foreign-invested economic organization in Vietnam.

12. Types of the retail sales outlet include:

a) Convenience store means a retail sales outlet with a selling area of under 300 m², retailing fast-moving consumer goods, including processed foods, beverages and common consumer goods, serving immediate on-premises consumption or take-away;

b) Mini mart means a retail sales outlet with a selling area of no more than 500 m², retailing: food, beverages, consumer goods and other goods;

c) Supermarket means a retail sales outlet with a selling area of over 500 m², retailing: food, beverages, consumer goods and other goods;

d) Trade center means a place accommodating many retail sales outlets and service provision outlets which are concentrated and linked in one architectural work or two or more adjacent architectural works, and licensed in accordance with the laws on investment and construction.

13. Selling area of a retail sales outlet means the area of the zone where goods display, storage, retail activities and activities directly supporting goods retail activities are carried out.

14. Documents on the location for establishing a retail sales outlet include documents proving that the foreign-invested economic organization has the right to exploit and use such location to establish a retail sales outlet in accordance with law; and documents proving that such location satisfies conditions to serve as a retail sales outlet in accordance with the laws on land management, planning, investment, construction, fire prevention and fighting, traffic safety, and environmental sanitation.

15. Database means the Database on goods purchase and sale and related activities of foreign investors and foreign-invested economic organizations in Vietnam, which is available at the Ministry of Industry and Trade’s portal.

16. Licensing agency means the agency that grants business licenses or licenses for establishing retail sales outlets as defined in Clauses 1 and 2, Article 8 of this Decree.

Article 4. Application of treaties and relevant laws

1. Foreign investors and foreign-invested economic organizations that carry out goods purchase and sale and related activities in Vietnam shall comply with this Decree; if a relevant treaty, to which Vietnam is a contracting party, contains provisions different from those of this Decree, such treaty shall prevail.

2. Foreign-invested economic organizations that carry out goods purchase and sale and related activities in Vietnam shall comply with not only this Decree but also other relevant regulations.

Article 5. Grant of business licenses or licenses for establishing retail sales outlets

1. Business licenses shall be granted to foreign-invested economic organizations for:

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

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

c) Exercising the right to retail the goods prescribed at Point d, Clause 4, Article 9 of this Decree;

d) Providing logistics services, except logistics service sub-sectors for which Vietnam has market opening commitments in treaties to which the country is a contracting party;

dd) Leasing goods, excluding financial lease and lease of construction equipment requiring operators;

e) Providing trade promotion services, excluding advertising services;

g) Providing commercial intermediary services;

h) Managing and operating intermediary e-commerce platforms, social networks operating in e-commerce, and integrated commercial platforms;

i) Providing goods and service bidding services.

2. Licenses for establishing retail sales outlets shall be granted to foreign-invested economic organizations to establish retail sales outlets.

3. Foreign-invested economic organizations may apply for licenses for establishing retail sales outlets after they obtain business licenses and documents on locations for establishing retail sales outlets.

4. In case the location for establishing the first retail sales outlet is in the same province or centrally-run city with its head office, a foreign-invested economic organization may apply for a business license simultaneously with a license for establishing the first retail sales outlet. The dossier and order for applying for these licenses are prescribed in Article 19 of this Decree.

5. Economic organizations in the case prescribed in Clause 1, Article 20 of the Law on Investment must satisfy conditions and carry out: procedures for grant of business licenses when carrying out activities subject to business licensing; procedures for grant of licenses for establishing retail sales outlets when establishing retail sales outlets, in accordance with this Decree.

6. Economic organizations having retail sales outlets in Vietnam that become foreign-invested economic organizations after receiving contributed capital, and economic organizations defined in Clause 1, Article 20 of the Law on Investment shall carry out procedures for applying for business licenses or licenses for establishing retail sales outlets.

a) The dossier and order for applying for business licenses in this case are prescribed in Articles 11 and 12 of this Decree.

b) The dossier and order for applying for licenses for establishing retail sales outlets to permit retail sales outlets to resume their operation are prescribed in Article 36 of this Decree.

c) While carrying out procedures for granting a license for establishing a retail sales outlet to permit it to resume operation, the economic organization that has received contributed capital or shares from a foreign investor may continue to carry out retail activities at operating retail sales outlets until it is granted a business license and a license for establishing a retail sales outlet in accordance with this Decree, but for a maximum of 12 months from the date stated in legal papers or written certification of competent authorities regarding the foreign investor's satisfaction of conditions for capital contribution, share purchase or capital contribution purchase in accordance with the laws on investment registration and enterprise registration.

Article 6. Cases where business licenses are not required

1. Except for activities subject to business licensing prescribed in Clause 1, Article 5 of this Decree, foreign-invested economic organizations and economic organizations in the case prescribed in Clause 1, Article 20 of the Law on Investment may carry out goods purchase and sale activities prescribed in Clause 2, Article 3 of this Decree after registering such activities in documents issued by competent authorities in accordance with the Law on Investment and the Law on Enterprises.

2. In case foreign investors other than those from the countries or territories that have acceded to treaties to which Vietnam is a contracting party and which contain market opening commitments register to carry out goods purchase and sale activities prescribed in Clause 1 of this Article, competent state agencies shall consult the provincial-level People’s Committees before granting or modifying registrations to carry out such activities in papers issued by competent agencies in accordance with the Law on Investment and Law on Enterprises.

Article 7. Carrying out goods purchase and sale and related activities

1. Foreign-invested economic organizations that have the right to export may export abroad and into exclusive customs areas the following goods: Goods purchased in Vietnam; goods processed in Vietnam under their order, and goods lawfully imported into Vietnam, on the following conditions:

a) The goods are not on the list of goods banned from export, list of goods suspended from export, or list of goods ineligible for export under treaties to which Vietnam is a contracting party;

b) For those on the list of goods to be exported under licenses or certain conditions, foreign-invested economic organizations must have such licenses or fully satisfy the conditions prescribed by law.

2. Foreign-invested economic organizations that have the right to import may import goods from abroad and exclusive customs areas into Vietnam on the following conditions:

a) The goods are not on the list of goods banned from import, list of goods suspended from import, or list of goods ineligible for import under treaties to which Vietnam is a contracting party;

b) For those on the list of goods to be imported under licenses or certain conditions, foreign-invested economic organizations must have such licenses or fully satisfy the conditions prescribed by law.

3. Procedures for exporting or importing goods to exercise the right to export or the right to import must comply with the law on export and import management.

4. Foreign-invested economic organizations that have the right to wholesale or retail may wholesale or retail goods produced or processed in Vietnam and goods lawfully imported into Vietnam.

5. For conditional investment types and business lines, foreign-invested economic organizations may carry out business activities when fully satisfying the law-prescribed conditions.

Article 8. Agencies granting business licenses or licenses for establishing retail sales outlets

1. Provincial-level People’s Committees of the localities where head offices of foreign-invested economic organizations are located shall: grant, re-grant, modify and revoke business licenses.

2. Provincial-level People’s Committees of the localities where retail sales outlets of foreign-invested economic organizations are based shall: grant, re-grant, modify, renew and revoke licenses for establishing retail sales outlets.

3. Licensing agencies shall consult the Ministry of Public Security and the Ministry of National Defence on national security issues in the following cases:

a) The cases prescribed in Clause 2, Point b, Clause 3, and Point b, Clause 4, Article 9;

b) A foreign investor controls an economic organization managing an intermediary e-commerce platform, a social network operating in e-commerce, or an integrated e-commerce platform which is a large digital platform in accordance with the laws on consumer protection and e-commerce.

c) A foreign investor requests:

Granting licenses for establishing retail sales outlets to permit them to resume operation for: 100 retail sales outlets each with a selling area of under 500 m² and/or 50 retail sales outlets each with a selling area of from 500 m² to under 3,000 m² and/or 30 retail sales outlets each with a selling area of 3,000 m² or more, in Vietnam;

Granting new licenses for establishing retail sales outlets while owning or co-owning from 100 retail sales outlets each with a selling area of under 500 m² and/or 50 retail sales outlets each with a selling area of from 500 m² to under 3,000 m² and/or 30 retail sales outlets each with a selling area of 3,000 m² or more, in Vietnam.

Chapter II

BUSINESS LICENSES

Article 9. Conditions, criteria and bases for grant of business licenses

1. Foreign investors of the countries or territories that have acceded to treaties to which Vietnam is a contracting party and which contain market opening commitments for goods purchase and sale and related activities must satisfy the following requirements:

a) Market access conditions in treaties to which Vietnam and such country or territory are contracting parties and which are chosen by the foreign investor for application in accordance with the law on investment. The foreign investor must satisfy this condition throughout its business operation process in Vietnam in accordance with this Decree;

b) Owing no overdue tax debts, in case an economic organization has been established in Vietnam for 01 year or more up to the date of dossier submission.

2. Foreign investors not from countries or territories that have acceded to treaties to which Vietnam is a contracting party must satisfy the following conditions and criteria:

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

b) The following criteria:

Complying with relevant specialized laws;

Conforming with the level of competitiveness of domestic enterprises operating in the same field for 1 year up to the date of dossier submission.

3. To provide services not yet included in the market opening commitments under treaties to which Vietnam is a contracting party:

a) Foreign investors in the case prescribed in Clause 1 of this Article must satisfy the conditions and criteria prescribed in Clause 1 and Point b, Clause 2 of this Article;

b) Foreign investors in the case prescribed in Clause 2 of this Article must satisfy the conditions and criteria prescribed in Clause 2 of this Article.

4. In case the traded goods are not yet included in market opening commitments under treaties to which Vietnam is a contracting party (petroleum-derived lubricating oils and greases; rice; sugar; video recordings; books, newspapers and magazines):

a) Foreign investors in the case prescribed in Clause 1 of this Article must satisfy the conditions and criteria prescribed in Clause 1, Point b, Clause 2 of this Article, and Points c and d of this Clause, corresponding to each type of goods;

b) Foreign investors in the case prescribed in Clause 2 of this Article must satisfy the conditions and criteria prescribed in Clause 2 of this Article, and Points c and d of this Clause, corresponding to each type of goods;

c) For petroleum-derived lubricating oils and greases, the licensing agency shall consider granting the right to import and the right to wholesale distribution to foreign-invested economic organizations that satisfy one of the following conditions:

Having been granted an investment registration certificate for a project to produce petroleum-derived lubricating oils and greases in Vietnam;

Having been granted an investment registration certificate for a production project or permitted to distribute in Vietnam machinery, equipment and goods using petroleum-derived lubricating oils and greases.

d) For rice; sugar; video recordings; and books, newspapers and magazines, the licensing agency shall consider granting the right to retail distribution to foreign-invested economic organizations that have been granted licenses for establishing retail sales outlets in the form of convenience stores, mini marts or supermarkets to retail goods at such outlets.

5. The licensing agency shall consider the satisfaction of conditions and criteria and base itself on the following details to decide on the grant of a business license in the cases prescribed in Clauses 2, 3 and 4 of this Article:

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

Conformity with the local, regional or national sectoral development strategy;

Vietnam’s negotiation and market opening process.

b) For the case prescribed in Clause 2 of this Article:

The details prescribed at Point a of this Clause;

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

Article 10. Details and validity period of business licenses

1. Details of a business license (Form No. 12 in the Appendix to this Decree):

a) Name and code, address of head office, and at-law representative of the enterprise;

b) Owners, capital contributors, founding shareholders, places of registration of establishment, and nationalities;

c) Goods purchase and sale activities;

d) Traded goods;

dd) Goods purchase and sale-related activities;

e) Other details prescribed by the licensing agency in the business license (if any).

2. Validity period of business licenses

a) The validity period of a business license in the case prescribed in Clause 1, Article 9 of this Decree must correspond to the validity period of the enterprise registration certificate (if any) in accordance with the law on enterprises;

b) The validity period of a business license in the case prescribed in Clause 2, 3 or 4, Article 9 of this Decree is 05 years;

c) The validity period of a re-granted business license shall equal the remaining validity period of the granted business license.

Article 11. Dossier of application for a business license

Such a dossier shall comprise:

1. An application for a business license (Form No. 01 in the Appendix to this Decree).

2. A written explanation stating:

a) The satisfaction of the conditions for grant of a business license as prescribed in Article 9 of this Decree. For the cases prescribed at Points c and d, Clause 4, Article 9 of this Decree, the foreign-invested economic organization shall explain its satisfaction of the conditions for grant of a business license by submitting copies of corresponding documents prescribed in Clauses 5 and 6 of this Article;

b) Business plan for 5 years from the year of dossier submission, which must describe the details and method of carrying out business activities; the business and market development plan; labor demand; and evaluation of the business plan’s socio-economic impacts and efficiency;

c) The business situation of goods purchase and sale and related activities of the foreign-invested economic organization by the time of application, in the case prescribed in Clauses 5 and 6, Article 5 of this Decree.

3. Documents of the tax office proving that the foreign-invested economic organization owes no overdue tax debts, certified at a time not earlier than 6 months before the date of sending the dossier to the licensing agency.

4. Copies of: Enterprise registration certificate; investment registration certificate of the project carrying out goods purchase and sale and related activities (if any) or a paper of equivalent legal validity in accordance with the Law on Investment and the Law on Enterprises (in case there is no investment registration certificate of the project).

5. Copies of: Investment registration certificate for the project to produce petroleum-derived lubricating oils and greases in Vietnam; investment registration certificate for the production project or investment registration certificate proving that the foreign-invested economic organization has been permitted to distribute and wholesale in Vietnam machinery, equipment and goods using petroleum-derived lubricating oils and greases, in the case prescribed at Point c, Clause 4, Article 9 of this Decree.

6. Copies of: Licenses for establishing retail sales outlets in the form of convenience stores, mini marts or supermarkets.

7. Foreign-invested economic organizations only have to submit the documents prescribed in Clauses 3, 4, 5 and 6 of this Article in case the licensing agency is not qualified to access and retrieve relevant documents and data from national and specialized databases. In case information cannot be retrieved or the retrieved information is incomplete, the licensing agency shall request the foreign-invested economic organization to supplement corresponding dossier components as a basis for settling administrative procedures.

Article 12. Order of application for a business license

1. The foreign-invested economic organization shall submit 01 dossier in one of the following manners: directly at the Single-window division; via public postal service as prescribed by the Prime Minister; by hiring business or individual services or by authorization in accordance with law; online at the National Public Service Portal (if conditions for application are satisfied).

2. Within 03 working days after receiving a dossier, the licensing agency shall examine it and may send a written request for modification and supplementation of the dossier if it is incomplete and invalid.

3. Within 10 working days after receiving a complete and valid dossier, the licensing agency shall inspect the applicant’s satisfaction of relevant conditions, criteria, and bases prescribed in Article 9 of this Decree.

a) In case the applicant fails to satisfy the prescribed conditions, the licensing agency shall issue a written reply stating the reason;

b) In case the applicant satisfies the prescribed conditions:

The licensing agency shall grant a business license for the cases prescribed in Clause 1, Point a, Clause 3, and Point a, Clause 4, Article 9 of this Decree; in case of refusal, it shall issue a written reply stating the reason;

The licensing agency shall send the dossier enclosed with a written request for opinions to the Ministry of Public Security and the Ministry of National Defence for the cases prescribed at Points a and b, Clause 3, Article 8 of this Decree (made using Form No. 10 in the Appendix to this Decree).

4. Within 14 working days after receiving the dossier, the Ministry of Public Security and the Ministry of National Defence shall issue a written approval for the grant of a business license; in case of refusal, they shall issue a written reply stating the reason (made using Form No. 11 in the Appendix to this Decree).

5. Within 03 working days after fully receiving written replies from the Ministry of Public Security and the Ministry of National Defence:

a) In case both Ministries issue written approvals for licensing, the licensing agency shall grant a business license;

b) In case either of the two Ministries disapproves licensing, the licensing agency shall issue a written refusal stating the reason.

6. The foreign-invested economic organization shall receive the result of settling procedures for granting a business license, and the licensing agency shall return the result in accordance with applicable laws on settlement of administrative procedures. In case the foreign-invested economic organization chooses to receive administrative settlement results via postal services, it shall follow the instructions of the postal service provider.

Article 13. Modification of business licenses

A business license shall be modified in case of any change in one of the details prescribed in Clause 1, Article 10 of this Decree.

Article 14. Dossier for modification of a business license

Such a dossier shall comprise:

1. A written request for modification of a business license (made using Form No. 03 in the Appendix to this Decree).

2. In case of changing the details prescribed at Point a, Clause 1, Article 10 of this Decree (except relocation of head office prescribed in Clause 1, Article 16 of this Decree) and in case of changing owners, capital contributors or founding shareholders coming from countries or territories that have acceded to treaties to which Vietnam is a contracting party: A copy of the enterprise registration certificate recording the modified details.

3. In case of changing the details prescribed at Points c, d and dd, Clause 1, Article 10 of this Decree and in case of changing owners, capital contributors or founding shareholders coming from countries or territories that have not acceded to treaties to which Vietnam is a contracting party: The documents prescribed in Clauses 2, 3 and 4, Article 11 of this Decree.

4. The foreign-invested economic organization only has to submit a copy of the enterprise registration certificate recording the modified details as prescribed in Clause 2 of this Article and the documents prescribed in Clauses 3 and 4, Article 11 as prescribed in Clause 3 of this Article in case the licensing agency is not qualified to access and retrieve relevant documents and data from national and specialized databases. In case information cannot be retrieved or the retrieved information is incomplete, the licensing agency shall request the foreign-invested economic organization to supplement corresponding dossier components as a basis for settling administrative procedures.

Article 15. Order of modification of a business license

1. Within 10 working days from the date of issuance of the enterprise registration certificate recording the modified details prescribed at Points a and b, Clause 1, Article 10 of this Decree, the foreign-invested economic organization shall submit 01 dossier in one of the following manners: directly at the Single-window division; via public postal service as prescribed by the Prime Minister; by hiring business or individual services or by authorization in accordance with law; online at the National Public Service Portal (if conditions for application are satisfied).

2. In case of modifying name, enterprise code, head office address, at-law representative; owners, capital contributors or founding shareholders coming from countries or territories that have acceded to treaties to which Vietnam is a contracting party:

a) Within 03 working days after receiving a dossier, the licensing agency shall examine it and may issue a written request for modification and supplementation of the dossier if it is incomplete and invalid.

b) Within 05 working days after receiving a complete and valid dossier, the licensing agency shall adjust a business license; in case of refusal, it shall issue a written reply stating the reason.

3. In case of modifying owners, capital contributors or founding shareholders coming from countries or territories that have not acceded to treaties to which Vietnam is a contracting party, and modifying other details: A business license shall be modified following the same order applicable to granting a business license under Article 12 in the case prescribed at Point a, Clause 3, Article 8 of this Decree.

4. Within 05 working days after receiving the modified business license, the foreign-invested economic organization concerned shall return the old one to the licensing agency.

5. The foreign-invested economic organization shall receive the result of settling procedures for modifying a business license, and the licensing agency shall return the result in accordance with applicable laws on settlement of administrative procedures. In case the foreign-invested economic organization chooses to receive administrative settlement results via postal services, it shall follow the instructions of the postal service provider.

Article 16. Re-grant of business licenses

A business license shall be re-granted in the following cases:

1. Relocation of the head office from a province or centrally-run city to another.

2. The license is lost or damaged.

Article 17. Dossier for re-grant of a business license

Such a dossier shall comprise:

1. A written request for re-grant of a business license (made using Form No. 04 in the Appendix to this Decree).

2. A copy of the enterprise registration certificate, in case of license re-grant prescribed in Clause 1, Article 16 of this Decree.

3. The foreign-invested economic organization only has to submit the documents prescribed in Clause 2 of this Article in case the licensing agency is not qualified to access and retrieve relevant documents and data from national and specialized databases. In case information cannot be retrieved or the retrieved information is incomplete, the licensing agency shall request the foreign-invested economic organization to supplement corresponding dossier components as a basis for settling administrative procedures.

Article 18. Order of re-grant of a business license

1. Within 10 working days from the date of issuance of the enterprise registration certificate recording the modified content in case of re-grant prescribed in Clause 1, Article 16 of this Decree, the foreign-invested economic organization shall submit 01 dossier in one of the following manners: directly at the Single-window division; via public postal service as prescribed by the Prime Minister; by hiring business or individual services or by authorization in accordance with law; online at the National Public Service Portal (if conditions for application are satisfied).

2. Within 03 working days after receiving a dossier, the licensing agency shall examine it and may send a written request for modification and supplementation of the dossier if it is incomplete and invalid.

3. Within 05 working days after receiving a complete and valid dossier, the licensing agency shall re-grant a business license; in case of refusal, it shall issue a written reply stating the reason. The licensing agency shall re-grant a business license in the case prescribed in Clause 1, Article 16 of this Decree, and send 01 copy thereof to the licensing agency of the place from which the applicant’s head office is relocated for updating into the Database.

4. Within 05 working days after being re-granted a business license, the foreign-invested economic organization concerned shall, in the case prescribed in Clause 1, Article 16 of this Decree, return the old one to the licensing agency of the place from which its head office is relocated.

5. The foreign-invested economic organization shall receive the result of settling procedures for re-granting a business license, and the licensing agency shall return the result in accordance with applicable laws on settlement of administrative procedures. In case the foreign-invested economic organization chooses to receive administrative settlement results via postal services, it shall follow the instructions of the postal service provider.

Article 19. Dossier and order for simultaneous application for a business license and a license for establishing a retail sales outlet

1. Such a dossier shall comprise:

a) An application for a business license simultaneously with a license for establishing a retail sales outlet (made using Form No. 02 in the Appendix to this Decree);

b) The documents prescribed in Articles 11, and Clauses 2 and 5, Article 25 of this Decree;

c) Copies of the following documents:

For a retail sales outlet with an area of under 500 m²: Certificate of branch establishment registration or business location registration certificate at the place where the retail sales outlet is established;

For a retail sales outlet with an area of 500 m² or more: The investment registration certificate of the project to establish a retail sales outlet.

d) The foreign-invested economic organization only has to submit the documents prescribed in Clauses 3 and 4, Article 11, and Point c, Clause 1 of this Article in case the licensing agency is not qualified to access and retrieve relevant documents and data from national and specialized databases. In case information cannot be retrieved or the retrieved information is incomplete, the licensing agency shall request the foreign-invested economic organization to supplement corresponding dossier components as a basis for settling administrative procedures.

2. The order of simultaneous application for a business license and a license for establishing a retail sales outlet must respectively comply with Article 12, Article 26 and Article 27 of this Decree.

Article 20. Refusal to grant business licenses

The licensing agency shall refuse to grant a business license in the following cases:

1. The foreign investor or foreign-invested economic organization fails to satisfy the conditions for grant of a business license prescribed in this Decree.

2. The operation duration of the project to carry out goods purchase and sale and related activities has expired.

3. The foreign-invested economic organization applies for a business license within 2 years after having its business license revoked in accordance with Clause 1, Article 42 of this Decree.

Chapter III

LICENSES FOR ESTABLISHING RETAIL SALES OUTLETS

Article 21. Conditions, criteria and bases for grant of licenses for establishing retail sales outlets

1. In case a foreign investor establishes the first retail sales outlet:

a) In case a foreign-invested economic organization has been established in Vietnam for 01 year or more up to the date of dossier submission, it must owe no overdue tax debts;

b) The location for establishing the retail sales outlet must satisfy conditions in accordance with the laws on land management, planning, investment, construction, fire prevention and fighting, traffic safety, and environmental sanitation to establish a retail sales outlet in the relevant geographical market area.

2. In case a foreign investor establishes a retail sales outlet in addition to the first retail sales outlet:

a) In case no economic need test is required:

Satisfying the conditions prescribed in Clause 1 of this Article.

b) In case economic need test is required:

Satisfying the conditions prescribed in Clause 1 of this Article;

Satisfying the criteria on economic need test prescribed in Clause 2, Article 22 of this Decree.

3. The licensing agency shall consider the satisfaction of conditions and criteria prescribed in Clauses 1 and 2 of this Article and base itself on the following details to decide on the grant of a license for establishing a retail sales outlet:

a) For foreign investors of the countries or territories that have acceded to treaties to which Vietnam is a contracting party and which contain market opening commitments for goods purchase and sale and related activities: Conformity with the local, regional or national sectoral development plan or strategy;

b) For foreign investors other than those of the countries or territories having acceded to treaties to which Vietnam is a contracting party:

Conformity with the local, regional or national sectoral development plan or strategy;

Vietnam’s market opening negotiation process;

Vietnam’s market opening demand;

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

Article 22. Economic need test (ENT)

1. Cases where ENT is required:

Foreign investors coming from countries or territories that have not acceded to international treaties to which Vietnam is a contracting party containing commitments on abolishing ENT shall establish retail sales outlets in addition to the first retail sales outlet, unless such retail sales outlet has an area of under 500 m², is established in a trade center, and is neither a convenience store, mini mart, nor supermarket.

2. ENT criteria:

a) For a retail sales outlet with an area of under 5,000 m²: the affected relevant geographical market is considered at the commune level or equivalent.

For a retail sales outlet with an area of 5,000 m² or more: the affected relevant geographical market is considered at the provincial level (province/centrally-run city).

b) Impacts of the retail sales outlet on market stability and business activities of operating retail sales outlets and traditional markets in the relevant geographical market; demand of the relevant geographical market and response capacity of the newly proposed retail sales outlet to affirm the necessity of opening such retail sales outlet.

c) Possible contributions of the retail sales outlet to the socio-economic development of the affected geographical market, such as:

Contributions to the development and modernization of the retail sector in the relevant geographical market;

Improvement of the living conditions for inhabitants in the relevant geographical market.

d) Conformity of the retail sales outlet with requirements for ensuring: security, order and social safety of the relevant geographical market; border, island and military zone security.

Article 23. Economic need test council (ENT council)

1. The provincial-level People’s Committee of the locality where a retail sales outlet is established shall form an ENT council and promulgate operation regulations of the ENT council.

2. An ENT council shall include, but not be limited to, the following members: A representative of the provincial-level People’s Committee or a representative of an agency authorized by the provincial-level People’s Committee acting as Chairperson of the ENT council; representatives of the Department of Industry and Trade, Department of Finance, provincial-level Police, and related departments, sectors, agencies and organizations acting as members of the ENT council. In case the location for establishing a retail sales outlet is situated in a commune-level geographical area or equivalent adjacent to another province or centrally-run city, the ENT council must consult the People’s Committee of such adjacent province or city or its representative.

3. The Chairperson of the ENT council shall issue a written conclusion of the ENT council proposing the permission or non-permission to establish a retail sales outlet, clearly stating evaluation opinions on the conformity or unconformity of the location intended for establishing the retail sales outlet with the ENT criteria prescribed in Clause 2, Article 22 of this Decree.

Article 24. Details and validity period of licenses for establishing retail sales outlets

1. Details of a license for establishing a retail sales outlet (Form No. 13 in the Appendix to this Decree):

a) Name, code, address of head office of the enterprise;

b) Name, brand, trade name (if any) associated with the retail sales outlet, serial number and address of the location for establishing the retail sales outlet;

c) Type of the retail sales outlet;

d) Selling area of the retail sales outlet;

dd) Goods for retail distribution;

e) Validity period of the license;

g) Validity period for trading goods prescribed at Point d, Clause 4, Article 9 of this Decree (if any);

h) Other details prescribed by the licensing agency in the license for establishing a retail sales outlet (if any).

2. Validity period for trading goods prescribed at Point d, Clause 4, Article 9 of this Decree stated in the license for establishing a retail sales outlet: 05 years but not exceeding the validity period for trading corresponding items on the business license.

3. Validity period of licenses for establishing retail sales outlets:

a) The validity period of a license for establishing a retail sales outlet shall correspond to the remaining validity period on the investment registration certificate of the project to establish the retail sales outlet or the lease term of the retail sales outlet location stated in the documents on the location, whichever is shorter;

b) The validity period of a re-granted license for establishing a retail sales outlet must equal the remaining validity period of the old license;

c) The validity period of a renewed license for establishing a retail sales outlet must comply with Point a of this Clause.

Article 25. Dossier of application for a license for establishing a retail sales outlet

Such a dossier shall comprise:

1. An application for a license for establishing a retail sales outlet (made using Form No. 05 in the Appendix to this Decree).

2. A written explanation stating:

a) Location of the retail sales outlet: Address of the retail sales outlet; description of the general and related areas and the area used for establishing the retail sales outlet; explanation of the satisfaction of conditions and criteria prescribed in Clauses 1 and 2, Article 21 of this Decree; enclosed with documents on the location for establishing the retail sales outlet;

b) Business plan at the retail sales outlet for 5 years from the year of dossier submission, which presents the business and market development plan; labor demand; assessment of socio-economic impacts and efficiency of the business plan within 05 years;

3. Documents of the tax office proving that there are no overdue tax debts, in which the certification time of the tax office must not be earlier than 6 months before the date of sending the dossier to the licensing agency.

4. Copies of the following documents:

a) For a retail sales outlet with an area of under 500 m²: Enterprise registration certificate, business license, certificate of branch establishment registration, or business location registration certificate at the place where the retail sales outlet is established;

b) For a retail sales outlet with an area of 500 m² or more: Copies of the enterprise registration certificate, business license, certificate of branch establishment registration, and investment registration certificate of the project to establish the retail sales outlet.

5. A written explanation about the ENT criteria prescribed at Points b and c, Clause 2, Article 22 of this Decree, in case ENT is required.

6. Foreign-invested economic organizations only have to submit the documents prescribed in Clauses 3 and 4 of this Article in case the licensing agency is not qualified to access and retrieve relevant documents and data from national and specialized databases. In case information cannot be retrieved or the retrieved information is incomplete, the licensing agency shall request the foreign-invested economic organization to supplement corresponding dossier components as a basis for settling administrative procedures.

Article 26. Order of granting a license for establishing a retail sales outlet not subject to ENT procedures

1. The foreign-invested economic organization shall submit 01 dossier in one of the following manners: directly at the Single-window division; via public postal service as prescribed by the Prime Minister; by hiring business or individual services or by authorization in accordance with law; online at the National Public Service Portal (if conditions for application are satisfied).

2. Within 03 working days after receiving a dossier, the licensing agency shall examine it and may send a written request for modification and supplementation of the dossier if it is incomplete and invalid.

3. Within 14 working days after receiving a complete and valid dossier, the licensing agency shall inspect the applicant’s satisfaction of the conditions prescribed in Clause 1, Article 21 of this Decree:

a) In case the applicant fails to satisfy the prescribed conditions, the licensing agency shall issue a written reply stating the reason;

b) In case conditions are satisfied and the case does not fall under Point c, Clause 3, Article 8 of this Decree, the licensing agency shall grant a license for establishing a retail sales outlet;

c) In case conditions are satisfied and the case falls under Point c, Clause 3, Article 8, the licensing agency shall send the dossier enclosed with a written request for opinions to the Ministry of Public Security and the Ministry of National Defence (made using Form No. 10 in the Appendix to this Decree).

4. Within 14 working days after receiving a complete and valid dossier, the Ministry of Public Security and the Ministry of National Defence shall issue a written approval for the grant of a license for establishing a retail sales outlet; in case of refusal, the written reply must clearly state the reasons for refusal (made using Form No. 11 in the Appendix to this Decree).

5. Within 03 working days after fully receiving documents from the Ministry of Public Security and the Ministry of National Defence:

a) In case the above Ministries approve licensing, the licensing agency shall grant a license for establishing a retail sales outlet;

b) In case either of the two Ministries disapproves licensing, the licensing agency shall issue a written refusal stating the reason.

6. The foreign-invested economic organization shall receive the result of settling procedures for granting a license for establishing a retail sales outlet, and the licensing agency shall return the result in accordance with applicable laws on settlement of administrative procedures. In case the foreign-invested economic organization chooses to receive administrative settlement results via postal services, it shall follow the instructions of the postal service provider.

Article 27. Order of granting a license for establishing a retail sales outlet subject to ENT procedures

1. The foreign-invested economic organization shall submit 01 dossier in one of the following manners: directly at the Single-window division; via public postal service as prescribed by the Prime Minister; by hiring business or individual services or by authorization in accordance with law; online at the National Public Service Portal (if conditions for application are satisfied).

2. Within 03 working days after receiving a dossier, the licensing agency shall examine it and may send a written request for modification and supplementation of the dossier if it is incomplete and invalid.

3. Within 05 working days after receiving a complete and valid dossier, the licensing agency shall inspect the applicant’s satisfaction of the conditions prescribed in Clauses 1 and 2, Article 21 of this Decree:

a) In case the applicant fails to satisfy the prescribed conditions, the licensing agency shall issue a written reply stating the reason;

b) In case conditions are satisfied, the licensing agency shall send the dossier enclosed with a written request for opinions to the Ministry of Public Security and the Ministry of National Defence for the cases prescribed at Point c, Clause 3, Article 8 of this Decree. Within 14 working days after receiving a complete and valid dossier, the Ministry of Public Security and the Ministry of National Defence shall issue a written approval for the grant of a license for establishing a retail sales outlet; in case of refusal, they shall issue a written reply stating the reason.

4. Within 20 working days after receiving a complete and valid dossier, the ENT council shall evaluate the ENT criteria prescribed in Clause 2, Article 22 of this Decree for the Chairperson of the ENT council to issue a written conclusion proposing the grant or non-grant of a license for establishing a retail sales outlet based on the written report evaluating the satisfaction of ENT criteria by the ENT council.

5. In the case not prescribed at Point c, Clause 3, Article 8 of this Decree, within 05 working days after receiving the written conclusion proposed by the Chairperson of the ENT council, the licensing agency shall grant a license for establishing a retail sales outlet.

6. In the case prescribed at Point c, Clause 3, Article 8 of this Decree, within 05 working days after fully receiving documents from the Ministry of Public Security and the Ministry of National Defence and the written conclusion proposed by the Chairperson of the ENT council:

a) In case both Ministries and the Chairperson of the ENT council approve licensing, the licensing agency shall grant a license for establishing a retail sales outlet;

b) In case any of the above-mentioned ministries or competent persons disapproves licensing, the licensing agency shall issue a written refusal stating the reason.

7. The foreign-invested economic organization shall receive the result of settling procedures for granting a license for establishing a retail sales outlet, and the licensing agency shall return the result in accordance with applicable laws on settlement of administrative procedures. In case the foreign-invested economic organization chooses to receive administrative settlement results via postal services, it shall follow the instructions of the postal service provider.

Article 28. Modification of licenses for establishing retail sales outlets

A license for establishing a retail sales outlet shall be modified in case of any change in one of the following details:

1. Any of the details prescribed at Points a, b, c, d, dd, g and h, Clause 1, Article 24 of this Decree.

2. The location of a retail sales outlet with a selling area at the new location of under 500 m² within the same trade center, provided that the trade center does not change its scale or area compared to the immediately preceding grant/modification of the license for establishing a retail sales outlet.

Article 29. Dossier for modification of a license for establishing a retail sales outlet

1. In case of change in the details prescribed at Points a, b, c, d and dd, Clause 1, Article 24 of this Decree, except the case of conversion of a retail sales outlet into a convenience store, mini mart or supermarket prescribed in Clause 4 of this Article; or in case of narrowing the area of a retail sales outlet, a dossier must comprise:

a) A written request for modification of a license for establishing a retail sales outlet (made using Form No. 06 in the Appendix to this Decree);

b) In case of changing the address of the location for establishing the retail sales outlet and/or changing the location of the retail sales outlet in accordance with Clause 2, Article 28 of this Decree: A copy of a document of the competent commune-level authority or equivalent or of the location lessor certifying the corresponding change of address or location;

c) In case of reducing the selling area of the retail sales outlet: Documents related to the reduction of the retail sales outlet's area.

2. In case of increasing the selling area of the first retail sales outlet in a trade center; increasing the selling area of a retail sales outlet in addition to the first retail sales outlet which is established in a trade center and is neither a convenience store, mini mart nor supermarket to not exceeding 500 m², a dossier must comprise:

a) A written request for modification of a license for establishing a retail sales outlet (made using Form No. 06 in the Appendix to this Decree);

b) A written explanation stating:

The location for establishment of the retail sales outlet: Address of the location for establishing the retail sales outlet; description of the general and related areas and the area used for establishing the retail sales outlet; enclosed with documents on the location for establishing the retail sales outlet;

Business activities of the retail sales outlet in the most recent year;

c) Documents of the tax office proving that there are no overdue tax debts, in which the certification time of the tax office must not be earlier than 6 months before the date of sending the dossier to the licensing agency.

3. In case of increasing the selling area of the first retail sales outlet outside a trade center, a dossier must comprise:

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

b) A written explanation about the applicant’s satisfaction of the condition prescribed at Point b, Clause 1, Article 21 of this Decree.

4. In other cases of increasing the selling area of a retail sales outlet and in case a retail sales outlet in addition to the first retail sales outlet is converted into a convenience store, mini mart or supermarket, a dossier must comprise:

a) A written request for modification of a license for establishing a retail sales outlet (made using Form No. 06 in the Appendix to this Decree);

b) A report on business activities of the retail sales outlet in the most recent year;

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

5. The economic organization only has to submit the documents prescribed at Points b and c, Clause 1, Point c, Clause 2 of this Article and Clause 3, Article 25 of this Decree in case the licensing agency is not qualified to access and retrieve relevant documents and data from national and specialized databases. In case information cannot be retrieved or the retrieved information is incomplete, the licensing agency shall request the foreign-invested economic organization to supplement corresponding dossier components as a basis for settling administrative procedures.

Article 30. Order of modification of a license for establishing a retail sales outlet

1. Within 10 working days from the date of availability of legal documents recording the modified details prescribed at Points a and b, Clause 1, Article 24 of this Decree, the foreign-invested economic organization shall send a dossier of request for modification of the license for establishing a retail sales outlet.

2. In the cases prescribed in Clauses 1 and 2, Article 29 of this Decree:

a) The foreign-invested economic organization shall submit 01 dossier in one of the following manners: directly at the Single-window division; via public postal service as prescribed by the Prime Minister; by hiring business or individual services or by authorization in accordance with law; online at the National Public Service Portal (if conditions for application are satisfied);

b) Within 03 working days after receiving a dossier, the licensing agency shall examine it and may send a written request for modification and supplementation of the dossier if it is incomplete and invalid;

c) Within 05 working days after receiving a complete and valid dossier, the licensing agency shall modify a license for establishing a retail sales outlet; in case of refusal, it shall issue a written reply stating the reason.

3. In the cases prescribed in Clauses 3 and 4, Article 29 of this Decree: The modification shall be carried out following the order prescribed in Article 27 of this Decree.

4. Within 5 working days after receiving the modified license for establishing a retail sales outlet, the foreign-invested economic organization concerned shall return the old one to the licensing agency.

5. The foreign-invested economic organization shall receive the result of settling procedures for modifying the license for establishing a retail sales outlet, and the licensing agency shall return the result in accordance with applicable laws on settlement of administrative procedures. In case the foreign-invested economic organization chooses to receive administrative settlement results via postal services, it shall follow the instructions of the postal service provider.

Article 31. Re-grant of licenses for establishing retail sales outlets

A license for establishing a retail sales outlet shall be re-granted in case it is lost or damaged.

Article 32. Dossier for re-grant of a license for establishing a retail sales outlet

A written request for re-grant of a license for establishing a retail sales outlet (made using Form No. 07 in the Appendix to this Decree).

Article 33. Order of re-grant of a license for establishing a retail sales outlet

1. The foreign-invested economic organization shall submit 01 dossier in one of the following manners: directly at the Single-window division; via public postal service as prescribed by the Prime Minister; by hiring business or individual services or by authorization in accordance with law; online at the National Public Service Portal (if conditions for application are satisfied).

2. Within 05 working days after receiving a dossier, the licensing agency shall re-grant a license for establishing a retail sales outlet; in case of refusal, it shall issue a written reply stating the reason.

3. The foreign-invested economic organization shall receive the result of settling procedures for re-granting a license for establishing a retail sales outlet, and the licensing agency shall return the result in accordance with applicable laws on settlement of administrative procedures. In case the foreign-invested economic organization chooses to receive administrative settlement results via postal services, it shall follow the instructions of the postal service provider.

Article 34. Dossier for renewal of a license for establishing a retail sales outlet

Such a dossier shall comprise:

1. A written request for renewal of a license for establishing a retail sales outlet (made using Form No. 08 in the Appendix to this Decree).

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

3. The economic organization only has to submit the documents prescribed in Clauses 3 and 4, Article 25 of this Decree in case the licensing agency is not qualified to access and retrieve relevant documents and data from national and specialized databases. In case information cannot be retrieved or the retrieved information is incomplete, the licensing agency shall request the foreign-invested economic organization to supplement corresponding dossier components as a basis for settling administrative procedures.

Article 35. Order of renewal of a license for establishing a retail sales outlet

1. Within no more than 03 months before the date a license for establishing a retail sales outlet expires, the foreign-invested economic organization shall send a dossier of request for renewal of the license for establishing a retail sales outlet.

2. The foreign-invested economic organization shall submit 01 dossier in one of the following manners: directly at the Single-window division; via public postal service as prescribed by the Prime Minister; by hiring business or individual services or by authorization in accordance with law; online at the National Public Service Portal (if conditions for application are satisfied).

3. Within 05 working days after receiving a dossier, the licensing agency shall examine it and may send a written request for modification and supplementation of the dossier if it is incomplete and invalid.

4. In case the dossier is complete and valid, within 10 working days, the licensing agency shall renew a license for establishing a retail sales outlet; in case of refusal, it shall issue a written reply stating the reason.

5. The foreign-invested economic organization shall receive the result of settling procedures for renewing a license for establishing a retail sales outlet, and the licensing agency shall return the result in accordance with applicable laws on settlement of administrative procedures. In case the foreign-invested economic organization chooses to receive administrative settlement results via postal services, it shall follow the instructions of the postal service provider.

Article 36. Dossier and order for grant of a license for establishing a retail sales outlet to permit it to resume operation

1. Such a dossier shall comprise:

a) An application for a license for establishing a retail sales outlet to permit it to resume operation (made using Form No. 09 in the Appendix to this Decree);

b) A written explanation about the retail sales outlet with the following details:

The location for establishment of the retail sales outlet: Address of the outlet; description of the overall area, relevant areas and area used for establishing the outlet; the applicant’s satisfaction of the condition prescribed at Point b, Clause 1, Article 21 of this Decree; and the criteria prescribed in Clause 2, Article 22 of this Decree, in case of application for a license for establishing a retail sales outlet prescribed in Clause 1, Article 22 of this Decree, enclosed with documents on the location;

The business situation of the retail sales outlet; business and market development plan; labor demand; and assessment of the business plan’s socio-economic impacts and efficiency;

Business results of the retail sales outlet, based on the audited financial statement of the most recent year;

c) Summary report on business results of the foreign-invested economic organization based on the audited financial statement of the most current year;

d) Documents of the tax office proving that there are no overdue tax debts, in which the time of certification by the tax office must not be earlier than 6 months before the date of sending the dossier to the licensing agency;

dd) Copies of documents:

Enterprise registration certificate, business license (if any);

Certificate of branch establishment registration or business location registration certificate at the place where the retail sales outlet is established, or investment registration certificate of the project to establish the retail sales outlet (if any).

e) The foreign-invested economic organization only has to submit the documents prescribed at Points d and dd of this Clause in case the licensing agency is not qualified to access and retrieve relevant documents and data from national and specialized databases. In case information cannot be retrieved or the retrieved information is incomplete, the licensing agency shall request the foreign-invested economic organization to supplement corresponding dossier components as a basis for settling administrative procedures.

2. Order of license grant:

a) The foreign-invested economic organization shall submit 01 dossier in one of the following manners: directly at the Single-window Section; via public postal service as prescribed by the Prime Minister; by hiring business or individual services or by authorization in accordance with law; online at the National Public Service Portal (if conditions for application are satisfied) within 30 days from the date the foreign investor is certified to satisfy conditions for capital contribution, share purchase or capital contribution purchase according to the Notice Document of the investment registration authority or relevant legal papers in accordance with the laws on investment registration and enterprise registration;

b) Within 03 working days after receiving a dossier, the licensing agency shall examine it and may send a written request for modification and supplementation of the dossier if it is incomplete and invalid;

c) Within 14 working days after receiving a complete and valid dossier, the licensing agency shall examine and evaluate the dossier and the location of the retail sales outlet to decide on licensing or non-licensing. In case of refusal, it shall issue a written reply stating the reason;

d) In the case prescribed at Point c, Clause 3, Article 8 of the Decree, within 03 working days after receiving a complete and valid dossier, the licensing agency shall send the dossier enclosed with a written request for opinions to the Ministry of Public Security and the Ministry of National Defence on national security issues. Within 14 working days after receiving the dossier, the ministries shall issue written approvals for licensing;

dd) Within 03 working days after fully receiving documents from the Ministry of Public Security and the Ministry of National Defence:

In case the above ministries approve licensing, the licensing agency shall grant a license for establishing a retail sales outlet.

In case either of the two Ministries disapproves licensing, the licensing agency shall issue a written refusal stating the reason.

3. The foreign-invested economic organization shall receive the result of settling procedures for granting a license for establishing a retail sales outlet to permit it to resume operation, and the licensing agency shall return the result in accordance with applicable laws on settlement of administrative procedures. In case the foreign-invested economic organization chooses to receive administrative settlement results via postal services, it shall follow the instructions of the postal service provider.

Article 37. Refusal to grant or renew licenses for establishing retail sales outlets

In addition to cases of failure to satisfy conditions for grant of a license for establishing a retail sales outlet prescribed in this Decree, the licensing agency shall refuse to grant or renew a license for establishing a retail sales outlet in the following cases:

1. The operation duration of the project to establish the retail sales outlet has expired in accordance with the law on investment.

2. The foreign-invested economic organization concerned applies for a license for establishing a retail sales outlet within 2 years after its license for establishing a retail sales outlet is revoked in accordance with Clause 2, Article 42 of this Decree.

Chapter IV

REPORTING REQUIREMENTS, SENDING AND PRESERVATION OF DOSSIERS, AND INFORMATION DISCLOSURE

Article 38. Reporting requirements

1. Reporting by foreign investors and foreign-invested economic organizations

a) Before January 15 and July 15 every year, foreign-invested economic organizations shall report on the implementation of goods purchase and sale and related activities for the annual reporting period and the first-6-month reporting period (made using Form No. 14 in the Appendix to this Decree);

b) When necessary, foreign investors and foreign-invested economic organizations shall report, provide documents or explain issues related to goods purchase and sale and related activities and operation of retail sales outlets at the request of competent state regulatory agencies;

c) Foreign-invested economic organizations shall submit reports in one of the following manners: directly at the Single-window division; via public postal service as prescribed by the Prime Minister; by hiring business or individual services or by authorization in accordance with law, or on the electronic environment of the Database (if conditions for application are satisfied).

2. Reporting by licensing agencies

a) Before January 30 and July 31 every year, licensing agencies shall report to the Ministry of Industry and Trade, the Ministry of Public Security, and the Ministry of National Defence on State-level governance in accordance with this Decree for the annual reporting period and the first-6-month reporting period (made using Form No. 15 in the Appendix to this Decree);

b) When necessary, licensing agencies shall report and provide information on State-level governance and issues related to goods purchase and sale and related activities and operation of retail sales outlets at the request of competent state regulatory agencies.

3. Data cut-off time for periodical reports

a) The data cut-off time for annual periodical reports is from January 01 to December 31 of the reporting year inclusive;

b) The data cut-off time for the first-6-month periodical reports is from January 01 to June 30 of the reporting period inclusive.

Article 39. Sending and preservation of dossiers, and updating of information

1. The licensing agency is responsible for sending copies of business licenses in paper form or electronic form (if conditions for application are satisfied) to: The Ministry of Industry and Trade; the Ministry of Public Security and the Ministry of National Defence (in the case prescribed in Clause 3, Article 8 of this Decree); tax offices, statistics offices and related agencies of the places where head offices of foreign-invested economic organizations are located (if necessary).

2. The licensing agency is responsible for sending copies of licenses for establishing retail sales outlets in paper form or electronic form (if conditions for application are satisfied) to: The Ministry of Industry and Trade; the Ministry of Public Security and the Ministry of National Defence (in the case prescribed in Clause 3, Article 8 of this Decree); tax offices, statistics offices and related agencies of the places where retail sales outlets of foreign-invested economic organizations are based (if necessary).

3. Within 14 working days from the date of grant, re-grant, modification or revocation of a business license; grant, re-grant, modification, renewal or revocation of a license for establishing a retail sales outlet; effective date of the decision on termination of business in goods purchase and sale and related activities and operation of retail sales outlets or the decision on revocation of business licenses or licenses for establishing retail sales outlets; or receipt of a copy of the written confirmation of business suspension notification or written confirmation of business resumption notification before the notified deadline issued by the business registration agency to the foreign-invested economic organization, the licensing agency is responsible for updating information into the Database.

4. The licensing agency is responsible for preserving dossiers and documents in accordance with the law on archives and the law on data.

Chapter V

SUSPENSION AND TERMINATION OF BUSINESS IN GOODS PURCHASE AND SALE AND RELATED ACTIVITIES; REVOCATION OF BUSINESS LICENSES AND LICENSES FOR ESTABLISHING RETAIL SALES OUTLETS

Article 40. Suspension of business in goods purchase and sale and related activities, and suspension of operation of retail sales outlets

1. Cases of suspension of business in goods purchase and sale and related activities, and suspension of operation of retail sales outlets:

a) The foreign-invested economic organization concerned decides to suspend goods purchase and sale and related activities;

b) The foreign-invested economic organization decides to suspend operation of its retail sales outlet;

c) The foreign-invested economic organization must suspend goods purchase and sale and related activities when it fails to maintain the satisfaction of conditions and criteria for carrying out licensed goods purchase and sale and related activities prescribed in Article 9 and conditions and criteria for licensed operation of retail sales outlets prescribed in Article 21 of this Decree, under a decision of a competent state agency.

2. Foreign-invested economic organizations may suspend goods purchase and sale and related activities and suspend operation of retail sales outlets for no more than 12 months.

When suspending goods purchase and sale and related activities and suspending operation of retail sales outlets, foreign-invested economic organizations have the following obligations:

a) To comply with regulations on business suspension and resumption of business before the notified deadline in accordance with the law on business registration;

b) To send copies of such confirmations to the licensing agency for posting on the Database within 10 working days from the date of being issued by the business registration agency a written confirmation of business suspension notification or a written confirmation of business resumption notification before the notified deadline.

3. In case a foreign-invested economic organization suspends goods purchase and sale and related activities in accordance with Point c, Clause 1 of this Article, the licensing agency shall send a Notice of suspension of business in goods purchase and sale and related activities (made using Form No. 16 in the Appendix to this Decree) to the foreign-invested economic organization.

Within 12 months from the effective date of the Notice, the foreign-invested economic organization shall:

a) Comply with regulations on business suspension and resumption of business before the deadline in accordance with the law on business registration;

b) Remedy to ensure the satisfaction of conditions and criteria in accordance with the laws on conditional business lines and trades; conditional market access lines and trades for foreign investors; goods purchase and sale and related activities and retail sales outlet operations prescribed in this Decree, and send a copy of the written confirmation of business suspension notification and the written confirmation of business resumption notification before the notified deadline to the licensing agency for posting on the Database.

After the above time limit expires, if the foreign-invested economic organization fails to remedy to ensure the satisfaction of conditions and criteria for carrying out goods purchase and sale and related activities and retail sales outlet operations prescribed in this Decree, the licensing agency shall terminate business in goods purchase and sale and related activities and/or terminate operation of the retail sales outlet in accordance with this Decree.

Article 41. Termination of business in goods purchase and sale and related activities, and operation of retail sales outlets

1. Cases of termination of business in goods purchase and sale and related activities, and operation of retail sales outlets:

a) The foreign-invested economic organization decides to terminate part or the whole of its goods purchase and sale and related activities;

b) The foreign-invested economic organization’s business license has expired but it does not apply for a new one; or the foreign-invested economic organization’s license for establishing a retail sales outlet has expired but it does not request renewal;

c) The business license has expired but the application for a new license is rejected; or the license for establishing a retail sales outlet has expired but the request for its renewal is rejected;

d) After the expiration of the 12-month period of suspending goods purchase and sale and related activities prescribed in Clause 3, Article 40, the foreign-invested economic organization fails to remedy to ensure the satisfaction of conditions and criteria for carrying out licensed goods purchase and sale and related activities;

dd) The business license or the license for establishing a retail sales outlet is revoked in accordance with Article 42 of this Decree.

2. Order of terminating business in goods purchase and sale and related activities, and operation of retail sales outlets:

a) In the cases prescribed at Point a, Clause 1 of this Article

Within 14 working days from the date of deciding to terminate part of the goods purchase and sale and related activities prescribed at Points c, d and dd, Clause 1, Article 10, or Points b, dd and g, Clause 1, Article 24 of this Decree, the foreign-invested economic organization shall carry out procedures to modify the business license in accordance with Clause 3, Articles 14 and 15 of this Decree, and modify the license for establishing a retail sales outlet in accordance with Clause 1, Articles 28, 29 and 30 of this Decree.

Within 14 working days from the date of deciding to terminate the whole of goods purchase and sale and related activities, or terminate operation of the retail sales outlet, the foreign-invested economic organization shall send a Notice of termination of business in goods purchase and sale and related activities, and termination of operation of the retail sales outlet (made using Form No. 17 in the Appendix to this Decree) to the licensing agency, and simultaneously return the original of the granted license to the licensing agency.

Within 10 working days after receiving the above Notice, the licensing agency shall issue a decision on termination of business in goods purchase and sale and related activities, and operation of retail sales outlets (made using Form No. 18 in the Appendix to this Decree).

b) In the case prescribed at Point b, Clause 1 of this Article

Within 14 working days before the expiration of the business license validity period or the validity period of the license for establishing a retail sales outlet, the foreign-invested economic organization shall send a Notice of termination of business in goods purchase and sale and related activities, and termination of operation of the retail sales outlet to the licensing agency (made using Form No. 17 in the Appendix to this Decree).

Goods purchase and sale and related activities, and operations of a retail sales outlet of the foreign-invested economic organization concerned will terminate on the date of expiration of its business license or license for establishing the retail sales outlet.

c) In the case prescribed at Point c, Clause 1 of this Article

Goods purchase and sale and related activities, and operations of a retail sales outlet of the foreign-invested economic organization concerned will terminate on the date of expiration of its business license or license for establishing the retail sales outlet.

The licensing agency shall issue a decision on termination of business in goods purchase and sale and related activities, and operation of retail sales outlets (made using Form No. 18 in the Appendix to this Decree), clearly stating the reasons for refusing to grant a new validity period on the business license or to renew the validity period of the license for establishing a retail sales outlet.

d) In the case prescribed at Point d, Clause 1 of this Article

The licensing agency shall issue a decision on termination of business in goods purchase and sale and related activities, and operation of retail sales outlets (made using Form No. 18 in the Appendix to this Decree). The foreign-invested economic organization is responsible for carrying out procedures to modify the business license in accordance with Articles 14 and 15 of this Decree; and carrying out procedures to modify the license for establishing a retail sales outlet in accordance with Articles 29 and 30 of this Decree.

In case goods purchase and sale and related activities are totally canceled, within 14 working days from the date the licensing agency issues the decision on termination of business in goods purchase and sale and related activities, and operation of retail sales outlets (made using Form No. 18 in the Appendix to this Decree). The foreign-invested economic organization is responsible for returning the original of the granted business license and the license for establishing a retail sales outlet to the licensing agency and performing obligations and responsibilities (if any) in accordance with law.

dd) In the case prescribed at Point dd, Clause 1 of this Article

Goods purchase and sale and related activities and operation of retail sales outlets of the foreign-invested economic organization shall terminate from the effective date prescribed in the decision to revoke the business license or the decision to revoke the license for establishing a retail sales outlet. Within 14 working days from the effective date of the decision to revoke the business license or the license for establishing a retail sales outlet, the foreign-invested economic organization is responsible for returning the original of the granted business license and the license for establishing a retail sales outlet to the licensing agency and performing obligations and responsibilities (if any) in accordance with law.

Article 42. Revocation of business licenses or licenses for establishing retail sales outlets

1. A business license shall be revoked in the following cases:

a) The enterprise registration certificate is revoked;

b) The investment registration certificate of the project involving goods purchase and sale and related activities is invalidated or revoked;

c) The information declared in the dossier for grant, re-grant or modification of a business license is false;

d) Business in goods purchase and sale and related activities has been terminated for more than 12 months without reporting thereon to the licensing agency;

dd) Periodical reports as prescribed at Point a, Clause 1, Article 38 of this Decree have not been made for 24 consecutive months;

e) Reports, documents and explanations as prescribed at Point b, Clause 1, Article 38 of this Decree are not submitted after 03 months from the prescribed deadline, barring force majeure events as prescribed by law;

g) The holder has been sanctioned 03 consecutive times within 12 months for administrative violations of the provisions on goods purchase and sale and related activities set out in the business license.

2. A license for establishing a retail sales outlet shall be revoked in the following cases:

a) The business license of the foreign-invested economic organization, or the investment registration certificate or paper of equivalent legal validity of the project to establish the retail sales outlet is revoked;

b) The information declared in the dossier for grant, re-grant, modification or renewal of the license for establishing a retail sales outlet is false;

c) The foreign-invested economic organization receives no investment registration certificate as required without reporting thereon to the licensing agency after 12 months from the date of grant of the license for establishing a retail sales outlet;

d) The foreign-invested economic organization receives no investment registration certificate as required after 24 months from the date of grant of the license for establishing a retail sales outlet;

dd) The operation of the retail sales outlet has been terminated for more than 12 months without report thereon to the licensing agency;

e) Periodical reports as prescribed at Point a, Clause 1, Article 38 of this Decree have not made for 24 consecutive months;

g) Reports, documents and explanations as prescribed at Point b, Clause 1, Article 38 of this Decree are not submitted after 03 months from the prescribed deadlines;

h) The holder has been sanctioned 03 consecutive times within 12 months for administrative violations of the provisions on goods purchase and sale and related activities set out in the license for establishing a retail sales outlet.

3. Order of revocation of business licenses or licenses or establishing retail sales outlets

a) In the cases prescribed at Point a, Clause 1, and Point a, Clause 2 of this Article:

The licensing agency shall issue a decision to revoke the business license or the license for establishing a retail sales outlet (made using Form No. 19 in the Appendix to this Decree).

b) In the case prescribed at Point b, Clause 1 of this Article:

Within 30 days from the date of revocation of the investment registration certificate or paper of equivalent legal validity of the project involving goods purchase and sale and related activities, the foreign-invested economic organization concerned shall send a copy of the decision to revoke the investment registration certificate to the licensing agency.

In case the investment project with the investment registration certificate revoked involves all goods purchase and sale and related activities already granted a business license, the licensing agency shall issue a decision to revoke the business license (made using Form No. 19 in the Appendix to this Decree).

In case the investment project with the investment registration certificate revoked involves some goods purchase and sale and related activities already granted a business license, the licensing agency shall issue a decision to annul the details of the business license related to the investment project with the revoked investment registration certificate, and simultaneously modify the business license to annul such details on the business license (made using Form No. 18 in the Appendix to this Decree).

c) In the cases prescribed at Point c, Clause 1, and Point b, Clause 2 of this Article:

The licensing agency shall issue a decision to annul the details of the business license or the license for establishing a retail sales outlet modified based on false information (made using Form No. 18 in the Appendix to this Decree); record the previously licensed details on the business license and the license for establishing a retail sales outlet, and simultaneously notify competent agencies for handling in accordance with law.

d) In the cases prescribed at Points d, dd and e, Clause 1, and Points c, d, dd, e and g, Clause 2 of this Article:

The licensing agency shall send a written request for the foreign-invested economic organization to give written explanations for the reasons of violating regulations, clearly specifying the time limit for explanation. After 14 working days from the expiration of the time limit for explanation, if the licensing agency receives no written explanation from the foreign-invested economic organization or the explanation content is unsatisfactory, the licensing agency shall issue a decision to revoke the business license or the license for establishing a retail sales outlet (made using Form No. 19 in the Appendix to this Decree).

dd) In the cases prescribed at Point g, Clause 1, and Point h, Clause 2 of this Article:

Within 14 working days from the effective date of the 3^rd administrative violation sanction decision, the licensing agency shall issue a decision to revoke the granted, re-granted or modified business license; or a decision to revoke the granted, re-granted, modified or renewed license for establishing a retail sales outlet.

Chapter VI

ORGANIZATION OF IMPLEMENTATION

Article 43. Responsibilities for implementation

1. The Ministry of Industry and Trade shall:

a) Publicly announce Vietnam’s commitments in international treaties on goods purchase and sale and related activities, market opening status, and sectoral development strategy (if conditions for public announcement are satisfied in accordance with regulations);

b) Summarize, update, formulate, amend and supplement investment and business conditions and market access conditions for foreign investors and foreign-invested economic organizations in goods purchase and sale and related activities;

c) Assume the prime responsibility for, and inspect and supervise, the State-level governance of licensing agencies regarding goods purchase and sale and related activities;

d) Coordinate with provincial-level People’s Committees and competent agencies in inspecting, supervising and examining goods purchase and sale and related activities and establishment of retail sales outlets of foreign investors and foreign-invested economic organizations at the request of provincial-level People’s Committees and competent agencies (if any);

dd) Assume the prime responsibility for building, organizing the management, utilization and operation of the Database on goods purchase and sale and related activities of foreign investors and foreign-invested economic organizations in Vietnam.

2. The Ministry of Public Security and the Ministry of National Defence shall:

a) Give opinions on national security details within the scope of functions and tasks at the request of licensing agencies in accordance with Clause 3, Article 8 of this Decree;

b) Coordinate and provide information within the scope and in appropriate forms to ministries, agencies and localities on national security, social order and safety, and economic crime prevention to serve the State-level governance of goods purchase and sale and related activities of foreign investors and foreign-invested economic organizations.

3. The Ministry of Finance shall:

a) Assume the prime responsibility for, and coordinate with the Ministry of Industry and Trade in, compiling and posting investment and business conditions and market access conditions for foreign investors and foreign-invested economic organizations in goods purchase and sale and related activities in accordance with law;

b) Coordinate with the Ministry of Industry and Trade in supervising, inspecting and evaluating foreign investment in goods purchase and sale and related activities.

4. Provincial-level People’s Committees shall:

a) Perform, within their competence, the State-level governance of goods purchase and sale and related activities of foreign investors and foreign-invested economic organizations;

b) Inspect and examine, within their competence, goods purchase and sale and related activities of foreign investors and foreign-invested economic organizations or organize interdisciplinary inspections or examinations at the request of competent agencies;

c) Coordinate with related ministries and sectors in performing the State-level governance of goods purchase and sale and related activities of foreign investors and foreign-invested economic organizations in localities.

Article 44. Transitional provisions

1. Foreign-invested economic organizations and economic organizations in the case prescribed in Clause 1, Article 20 of the Law on Investment that have been granted business licenses and licenses for establishing retail sales outlets before the effective date of this Decree may continue to carry out licensed business activities.

2. Foreign-invested economic organizations and economic organizations in the case prescribed in Clause 1, Article 20 of the Law on Investment that have been granted business licenses and licenses for establishing retail sales outlets before the effective date of this Decree shall, when requesting modification of the details prescribed in Clause 1, Article 10 of this Decree in the above papers, carry out procedures in accordance with Articles 14 and 15 of this Decree, or when requesting modification of the details prescribed at Points a, b, c, d, dd, g and h, Clause 1, Article 24 of this Decree, carry out procedures in accordance with Articles 29 and 30 of this Decree. The licensing agency shall grant a business license or a license for establishing a retail sales outlet recording the previously licensed details and the newly approved modified details.

3. In case of changes in the head office address or retail sales outlet address of a foreign-invested economic organization pursuant to regulations on arrangement of provincial-level administrative units, the foreign-invested economic organization may continue its operations under the granted business license and the license for establishing a retail sales outlet without having to carry out procedures to modify the business license or the license for establishing a retail sales outlet.

4. Foreign-invested economic organizations and economic organizations in the case prescribed in Clause 1, Article 20 of the Law on Investment that have not been granted business licenses or licenses for establishing retail sales outlets but possess enterprise registration certificates, investment registration certificates or papers of equivalent legal validity containing details on goods purchase and sale and related activities, and establishment of retail sales outlets, granted before the effective date of Decree No. 09/2018/ND-CP of January 15, 2018, and subject to business licensing and retail sales outlet licensing in accordance with this Decree, shall, when requesting modification of the details prescribed in Clause 1, Article 10 of this Decree in the above papers, carry out procedures in accordance with Articles 14 and 15 of this Decree, or when requesting modification of the details prescribed at Points a, b, c, d, dd, g and h, Clause 1, Article 24 of this Decree, carry out procedures in accordance with Articles 29 and 30 of this Decree. The licensing agency shall grant a business license or a license for establishing a retail sales outlet recording the previously licensed details and the newly approved modified details (made using Forms No. 12 and 13 in the Appendix to this Decree).

5. For dossiers of application for grant, re-grant, modification or revocation of business licenses; grant, re-grant, modification, renewal or revocation of licenses for establishing retail sales outlets received by licensing agencies before the effective date of this Decree, the grant, re-grant, modification, renewal or revocation of business licenses and licenses for establishing retail sales outlets shall comply 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.

In case the dossier is incomplete and invalid, the foreign investor or foreign-invested economic organization shall provide supplementary explanations at the request of the licensing agency within no more than 06 months from the date the licensing agency issues a written request for supplementary explanations. After the above time limit expires, the grant, re-grant, modification or revocation of business licenses, and grant, re-grant, modification, renewal or revocation of licenses for establishing retail sales outlets shall comply with this Decree.

Article 45. Implementation provisions

1. This Decree takes effect from October 18, 2026.

2. This Decree supersedes the Government’s Decree No. 09/2018/ND-CP of January 15, 2018, detailing the Commercial Law and the Law on Foreign Trade Management regarding goods purchase and sale and related activities of foreign investors and foreign-invested economic organizations in Vietnam; and annuls Article 36 of the Government’s Decree No. 146/2025/ND-CP of June 12, 2025 on the delegation of powers and decentralization in the field of industry and trade.

3. In case the legal documents referred to in this Decree are amended, supplemented or replaced, the new ones shall prevail.

4. Ministers, Heads of ministerial-level agencies, Chairpersons of People’s Committees of provinces and centrally-run cities shall be responsible for guiding and implementing this Decree.