Introduction
For foreign-invested enterprises in Vietnam, adding goods trading activities is often regarded as a routine business expansion step. However, when a company begins selling directly to consumers, opens retail channels, distributes certain specialised categories of goods, or provides trade-related services, the question is not simply whether it can add a business line. The key issue is whether it must obtain a Business License as a foreign-invested enterprise.
This article focuses on foreign-invested economic organisations conducting goods trading activities and activities directly related to goods trading in Vietnam. As of the article’s update in September 2026, Decree No. 09/2018/ND-CP remains part of the applicable legal framework. Decree No. 342/2026/ND-CP was issued on 3 September 2026 but will take effect only from 18 October 2026; from that date, it will replace Decree No. 09/2018/ND-CP.
1. A Business License Is Not an Enterprise Registration Certificate or a Retail Outlet License
The Business License discussed in this article is a sector-specific licence applicable to foreign-invested economic organisations carrying out certain goods trading activities or activities directly related to goods trading. It is not an Enterprise Registration Certificate and is not the same as an Investment Registration Certificate.
In practice, a company should review three separate layers of documentation:
- Investment and enterprise registration documents: recording relevant investment objectives, business rights or business lines depending on the project and enterprise structure.
- Business License: authorising activities that are subject to licensing, most commonly retail distribution rights for foreign-invested enterprises.
- Retail Outlet License: applicable where a company establishes a retail location such as a store, supermarket or another retail outlet model subject to licensing.
Accordingly, the fact that investment or enterprise registration documents already refer to “distribution”, “retail” or a trading business line should not be understood to mean that the company has completed every requirement necessary to conduct actual retail operations. Conversely, a Business License does not automatically replace requirements relating to premises, conditional goods, tax and invoicing, e-commerce, fire safety or other sector-specific licences.
2. Which FDI Companies Should Review Business License Requirements?
Not every FDI company engaged in goods trading is required to obtain a Business License. The starting point should be to identify correctly the transaction model, the type of goods and the end customer.
Under the current framework of Decree No. 09/2018/ND-CP, foreign-invested economic organisations should pay particular attention to licensing requirements when they intend to conduct activities such as:
- Retail distribution rights for goods.
- Import rights and wholesale distribution rights for lubricating oils and greases.
- Retail distribution rights for rice, sugar, recorded media, books, newspapers and magazines.
- Certain services directly related to goods trading, including logistics, goods leasing, trade promotion, commercial intermediary services, e-commerce services and the organisation of tenders for goods and services, where such activities fall within the licensing scope.
For FDI companies operating under an ordinary wholesale model, a Business License requirement does not arise in every case. For example, sales to factories, companies or organisations for direct use in their own manufacturing, operations or service activities generally need to be assessed based on the actual wholesale nature of the transaction. The conclusion should not be based solely on the title of the contract or the name of the customer.
Companies should consider the ordering method, the actual user of the goods, delivery arrangements, sales channels, product categories and the business rights recorded in their existing documentation. Even a B2B transaction may require closer review where the goods fall into a specialised category, the purchaser is effectively a reseller, or the company also operates channels for direct sales to consumers.
3. Retail Distribution Is the Most Common Trigger
In advisory practice, risks often arise when a company moves from a manufacturing or wholesale model to direct sales. Opening a showroom with sales functions, a store in a shopping centre, a website selling directly to individuals, a storefront on an e-commerce marketplace, or sales to organisations for consumption purposes may change the assessment of the company’s actual activities.
A foreign-invested enterprise conducting retail sales should separate two questions:
- Does the company already have retail distribution rights and an appropriate Business License?
- If retail sales are conducted through a physical location, does that location require a Retail Outlet License?
The answer to the first question does not replace the second. A company may hold a Business License for retail distribution rights but still need to complete separate procedures when establishing a retail outlet. The proposed location, financial plan, tax compliance status and economic needs test requirements, where applicable, may affect the opening timeline.
A common practical risk is that the business team signs a lease, orders inventory, recruits staff and starts store marketing before the legal team has confirmed the licensing roadmap. In that situation, rental costs, commitments to partners and the planned opening date may create commercial pressure while the legal documentation is still incomplete.
4. Decree No. 342/2026/ND-CP: Key Points from 18 October 2026
Decree No. 342/2026/ND-CP takes effect on 18 October 2026 and replaces Decree No. 09/2018/ND-CP. Companies planning to submit applications from that date should therefore review the applicable forms, competent authority, conditions and procedures under the new framework.
In terms of scope, the new Decree continues to regulate Business Licenses for key activities including retail distribution rights; import rights and wholesale distribution of lubricating oils and greases; retail distribution of rice, sugar, recorded media, books, newspapers and magazines; and certain services directly related to goods trading.
From 18 October 2026, the issuance, reissuance, amendment and revocation of Business Licenses will be handled under the provincial-level mechanism provided by Decree No. 342/2026/ND-CP in the locality where the company has its head office. Companies should confirm the authority directly responsible for receiving and processing applications in the relevant locality at the time of filing.
Licensing conditions should continue to be reviewed together with market access conditions applicable to foreign investors, relevant international commitments, and applicable tax and financial obligations in each specific case.
For digital-platform models, companies should also note that the new framework expressly addresses the management and operation of intermediary e-commerce platforms, social networks conducting e-commerce activities and integrated e-commerce platforms. These activities should be reviewed separately in relation to licences, registrations and other e-commerce obligations.
4.1. Transitional Provisions Do Not Remove the Need for a Review
Business Licenses and Retail Outlet Licenses issued before 18 October 2026 should in principle continue to allow companies to conduct the activities already licensed. However, where a company seeks to amend its licence after the new Decree takes effect, the relevant procedure should be handled under Decree No. 342/2026/ND-CP.
For applications received by the competent authority before 18 October 2026, companies should check the transitional provisions applicable to the specific status of their applications, including cases in which clarification or supplementary documents are being requested. The filing date alone should not be used to assume that every subsequent step will continue to be processed under the previous framework.
Another situation requiring attention is where a Vietnamese company already operates retail outlets and subsequently receives capital contributions or share investments from foreign investors. From 18 October 2026, companies within the applicable scope should review their obligations relating to the Business License and Retail Outlet License, together with the transitional rules applicable to existing retail outlets.
5. What Should Operating Companies Prepare Before 18 October 2026?
Not every company needs to submit an application immediately. However, this is an appropriate time to conduct a focused review involving the business, legal, finance and accounting, and operations teams.
| Business event | Items to review | Risk of delayed action |
|---|---|---|
| Beginning direct sales to consumers | Retail classification; distribution rights; Business License | Conducting retail operations without the appropriate licence |
| Opening a store or showroom with sales activities | Retail Outlet License, premises and operating conditions | Delayed opening or unnecessary premises costs |
| Adding new products | Whether the products fall within a conditional category or affect the licensed scope | Actual product range exceeding the approved scope |
| Receiving foreign investment in a retail company | Legal status after the transaction and licensing roadmap | Business disruption or failure to meet applicable transitional requirements |
Internal documents to be reconciled include existing investment and enterprise documents, issued Business Licenses or Retail Outlet Licenses, distribution agreements, product lists, sales channels, tax records and expansion plans for the next 12 months. In particular, companies should verify consistency between the licensed scope and the way sales personnel are offering products through contracts, websites, catalogues or online platforms.
Summary
A Business License is not required for every commercial activity conducted by a foreign-invested enterprise. The requirement most commonly arises where the company exercises retail distribution rights, trades certain specialised categories of goods, or provides services directly related to goods trading that are subject to licensing.
Until 17 October 2026, Decree No. 09/2018/ND-CP remains part of the applicable framework together with the current delegation and decentralisation rules. From 18 October 2026, Decree No. 342/2026/ND-CP will take effect and replace Decree No. 09/2018/ND-CP. Companies planning to expand distribution or retail activities or change their ownership structure should conduct an early review in order to select the appropriate documentation, timing and competent authority.
Frequently Asked Questions
1) Does an FDI company engaged only in wholesale need a Business License?
Not every wholesale activity requires a Business License. Under the current framework, companies should carry out a specific review where they trade in lubricating oils and greases or goods that are subject to conditions or market access restrictions. Ordinary wholesale activities must still be consistent with the relevant business rights and the company’s investment and enterprise documentation.
2) Is an FDI company selling goods through a website automatically conducting retail sales?
No conclusion can be drawn solely from the existence of a website. The target customers, ordering method, intended use of the goods, transaction method and actual business model should be considered. If the website allows individuals or organisations to purchase goods for consumption, the activity may be regarded as retail and the Business License requirements should be reviewed.
3) Can a company open a store immediately after obtaining a Business License?
Not necessarily. If opening the store falls within a case requiring a Retail Outlet License, the company must complete that separate procedure before operating the location. The two licences serve different functions.
4) Must a Business License issued before 18 October 2026 be obtained again?
In principle, the company may continue to conduct the activities already licensed. However, if it wishes to amend the licence after 18 October 2026, the relevant procedure should be carried out under Decree No. 342/2026/ND-CP.
5) Should a company submit its application before or after 18 October 2026?
The decision should not be based solely on the effective date. Companies should consider the completeness of the application, operational plans, the need to amend existing licences and the transitional provisions applicable to the specific case.
6) What should a foreign investor consider when acquiring shares in a Vietnamese company that already operates retail stores?
The ownership transaction may change the company’s legal status and may trigger requirements relating to the Business License or Retail Outlet License. This assessment should be conducted before or in parallel with the transaction to avoid affecting the continuity of retail operations.
Conclusion
For FDI companies, the Business License question should be resolved before implementing retail activities or expanding distribution rights, rather than after commercial contracts, premises or operating plans have already been finalised. Correctly identifying the nature of the activity and comparing it with the licensed scope is an important compliance control.
How TT Collab Can Assist
TT Collab can assist companies in reviewing their goods trading models, distinguishing wholesale from retail activities, checking consistency between actual operations and investment and enterprise documentation, assessing Business License or Retail Outlet License requirements, and preparing a transition roadmap under Decree No. 342/2026/ND-CP.
Reference Legal Instruments
- Commercial Law No. 36/2005/QH11.
- Law on Foreign Trade Management No. 05/2017/QH14.
- Decree No. 09/2018/ND-CP dated 15 January 2018.
- Decree No. 146/2025/ND-CP dated 12 June 2025 on delegation and decentralisation in the industry and trade sector.
- Decree No. 342/2026/ND-CP dated 3 September 2026, effective from 18 October 2026.
Note: This article is intended for general information only and does not replace legal, tax or investment advice for any specific case. Regulations and their application may vary depending on timing, locality, business sector and the circumstances of the company.
