Opening Retail Stores/Outlets in Vietnam for Foreign Investors

The Vietnamese domestic economy continues to grow and is considered by many as one of the leading growth markets in Southeast Asia and globally. Accordingly, Vietnam has continued to attract foreign investors invest and expand their trading and retail activities, and tap into the growing market. In this article, we seek to bring some clarity to the process of establishing retail outlets for foreign investors.

Restrictions on retail activities in Vietnam

In general, the trading of goods (exports, imports, wholesale and retail) is not restricted for foreign investors within the Vietnam legal framework, unless the traded goods are specified on the list of prohibited or restricted for trading, or are subject to specific licenses for trade. These can include the trading of lubricants, rice, sugar, recorded items, books, newspapers and magazines (except for rice, sugar, recorded items, books, newspapers and magazines which are distributed by a company in its retail outlets in forms of supermarkets, mini supermarkets, and convenience stores).

General procedures for foreign investors

1. Firstly, before seeking to open a retail outlet, a Vietnamese company must have retail business lines registered as permitted business activities.
   • If the Vietnamese company has not been established yet, please ensure to register the retail business lines when registering the company. Please see our publication covering a general overview of the company establishment process.
   • If a Vietnamese company has already been established but has not registered the retail business lines, the addition of retail business lines corresponding to its specific retail activities is a must before it can applying for a Trading License as well as Retail Outlet Certificate to operate according to this model.

   In summary, the first step for retail outlet establishment is either establishing a company in Vietnam having registered appropriate retail business lines, or adding appropriate retail business lines into an existing company’s business lines.

2. Secondly, obtaining a Trading License. Under the law, a Trading License is a must-have license prior to retail operation commencement, regardless whether the company wishes to open a physical retail outlet or only sell online.
3. Finally, applying for the Retail Outlet Establishment License.

A typical timeline for establishing foreign-owned retail stores