Business License (Trading License) in Vietnam

• Manufacturing only, no trading activity: generally not triggered; the focus is on ERC/IRC scope and sector-specific manufacturing conditions.
• Import and export only, no distribution in Vietnam: generally not required; confirm import/export trading rights and any product-specific restrictions.
• Retail distribution of goods: may be required under Article 5(a) or 5(c) of Decree 09/2018/ND-CP, and a Retail Establishment License will also apply once a physical or qualifying outlet is involved. See our full guide to retail distribution in Vietnam.
• Import and wholesale of lubricants: may be required under Article 5(b).
• Logistics services: depends on whether the specific logistics sub-sector is covered by Vietnam's market-access commitments.
• Commercial promotion, intermediary, e-commerce, or bidding organization services: a procedure under Article 5(d)–(i) may apply.
• Physical retail outlet planned: a Retail Establishment License will also apply, in addition to any Business License, once the outlet structure and ENT status are determined.

1. What Is a Business License?

A Business License (Giấy phép kinh doanh), sometimes referred to in English as a "Trading License," is a regulatory license required for certain foreign-invested economic organizations to conduct specific goods trading and directly related commercial activities in Vietnam. The requirement depends on the nature of the proposed activity, the goods involved, the foreign investor's applicable market-access conditions, and the specific licensing framework under Vietnamese law.

The Business License should therefore be assessed as part of the company's overall market-entry and operating structure, rather than treated as a universal post-IRC/ERC requirement. Depending on the business model, the company may also need additional approvals, such as a Retail Establishment License.

Business License vs ERC vs IRC vs Retail Establishment License

Foreign investors frequently conflate these four instruments. Each authorizes a different layer of the enterprise's activity, and a given FIE may need several of them at once.

2. Who May Need a Business License?

The Business License requirement applies to foreign-invested economic organizations conducting the specific goods trading and directly related commercial activities for which a Business License is required under the applicable regulatory framework.

Ownership structure is an important part of the licensing analysis. The applicable rules depend not only on whether foreign capital is present, but also on the structure of the investment, the relevant investment-law thresholds, and the specific trading activity being conducted. Accordingly, a minority foreign investment should not automatically be treated as requiring the same licensing pathway as a wholly foreign-owned enterprise.

Because the legal test differs by activity, it is inaccurate to speak of a single "Trading License" covering all trading activities universally. Each regulated commercial activity must be evaluated against its specific statutory criteria.

Regulated activities and sectoral scope

Retail outlets and Economic Needs Test (ENT)

Where retail activities involve establishing physical retail stores, additional licensing requirements apply. The applicable procedure depends on the outlet structure — including whether the outlet is the first or an additional outlet — and whether the Economic Needs Test (ENT) applies or an exemption is available. See when ENT applies.

3. Eligibility & Conditions for a Business License

Determining whether a foreign-invested enterprise (FIE) requires a Business License — and whether it qualifies for one — requires analyzing the company's corporate structure, its proposed activities, the specific goods involved, and the applicable legal framework. Vietnamese law establishes distinct eligibility pathways and compliance conditions depending on the nature of the transaction and market-access commitments. See our full guide to Business License Requirements in Vietnam.

3.1 Scope of application and corporate structure

Whether the Business License regime applies should be assessed by reference to the enterprise's foreign-investment status under the applicable investment and trading framework, together with the proposed activity and goods involved. Foreign ownership alone should not be used as a standalone licensing test.

3.2 Regulated activities and sectoral scope

The Business License may be required for foreign-invested enterprises carrying out specific commercial activities set out under the applicable regulatory framework. Each activity must be mapped to its applicable legal category and market-access rules.

3.3 Business and compliance conditions

The conditions for obtaining a Business License have been reduced and simplified under the current 2026 regulatory framework. Requirements should be assessed against the current regulatory framework, relevant market-access commitments, and the specific trading activity.

For investors from countries or territories covered by an international treaty to which Vietnam is a party, and where Vietnam has committed to market access for the relevant activity, key conditions include compliance with the applicable market-access commitments, submission of a financial plan for the proposed licensed activity, and — where the enterprise has been established in Vietnam for at least one year — satisfaction of the applicable tax-compliance requirement concerning overdue tax debts.

For investors outside the treaty-based pathway, the same financial-plan and tax-compliance conditions apply, together with additional statutory criteria: compliance with specialized legislation, compatibility with the level of competition among domestic enterprises in the relevant sector, the activity's capacity to create employment for domestic labour, and its capacity to contribute to the state budget.

For certain goods or activities that are not covered by Vietnam's market-access commitments, additional activity-specific criteria may apply. Requirements should therefore be assessed based on the precise goods, services and business model rather than a single checklist applied to every FIE.

3.4 Investment & corporate registration alignment

Before filing for a Business License, the enterprise's underlying corporate structure and investment scope must properly support the intended commercial activities. The company's existing corporate and investment registrations should be reviewed for consistency with the proposed licensed activities; an amendment to registered information or the investment project may be required before or alongside the Business License application. See company registration in Vietnam for how the ERC and IRC are obtained.

4. Required Documents for a Business License

The statutory dossier depends on the specific Business License procedure and the activity for which authorization is sought. Applicants should distinguish between documents expressly required by the applicable administrative procedure and supporting documents that may become relevant depending on the activity, goods, corporate structure or retail outlet involved. See the complete checklist in Business License Required Documents in Vietnam.

4.1 Core Application Documents

• Prescribed Application Form — the official form for the relevant licensing procedure, signed by the legal representative.
• Explanatory Statement (Where Required) — addressing the applicable licensing conditions, market-access criteria and operational scope.
• Tax Authority Evidence (Where Required) — documentation concerning tax compliance status.

Number of dossier sets: under Article 13(2) of Decree 09/2018/ND-CP — one set for retail distribution rights under Article 5(a); two sets for activities under Article 5(b), (d), (đ), (e), (g), (h) and (i); three sets for retail distribution rights under Article 5(c) covering non-committed goods such as rice, sugar, recorded media, books, newspapers and magazines.

4.2 Corporate & Investment Documents

• Enterprise Registration Certificate (ERC) — valid ERC reflecting the appropriate corporate details and registered activities.
• Investment Registration Certificate (IRC) — Where Applicable — or the relevant investment approval/notice.
• Other Corporate/Investment Documents — supplementary approvals, investor decisions or registration documents to verify corporate status.

4.3 Tax Compliance Evidence

• Evidence of No Overdue Tax Debts — Where Applicable — documentation from the competent tax authority.

The applicable tax-compliance documentary requirement depends on the enterprise's establishment period, operational status, and the specific licensing procedure invoked.

4.4 Business & Financial Supporting Documents — Where Applicable

• Business Plan & Operational Scope — business model, operational scale, logistics arrangements, distributed goods, or domestic commercial structures.
• Financial & Operational Information — financial position, business capacity, or proposed trading operations where required.
• Evidence for Specific Licensing Pathways — supplementary materials for activities outside treaty commitments or subject to additional statutory criteria.
• Specialized Compliance Documents — documentation demonstrating compliance with conditions applicable to the proposed activity.

4.5 Retail Establishment Documents — Where Applicable

• Retail Establishment License Application — the prescribed form for establishing a retail outlet.
• Retail Location & Premises Documents — evidencing lawful use of the proposed retail location.
• Retail Business Plan / Explanation — store location, surface area, operational plan and facility layout.
• ENT Explanation — Where Applicable — for additional outlets subject to the Economic Needs Test.
• Tax & Financial Evidence — Where Applicable — specifically required under the relevant retail outlet procedure.

4.6 Authorization & Filing Documents

• Power of Attorney / Authorization Document — where third parties or external counsel handle filings.
• Foreign Investor / Parent Company Documents — Where Required — legalized or certified corporate documents to verify ownership or investment structure.

4.7 Separate Sector-Specific Compliance

• Specialized Goods Requirements — separate product safety, technical-standard or sector-specific approvals for regulated goods.
• Separate E-Commerce Compliance — intermediary e-commerce platforms and commercial social networks may require separate filings.

5. Four Common Licensing Pathways

Pathway 1 is a Business License procedure in the strict sense; Pathway 2 is a separate license governed by its own conditions; Pathway 3 combines both; and Pathway 4 is a cross-cutting compliance layer that applies on top of whichever license is obtained. Within Pathway 1, the Ministry of Industry and Trade's current administrative procedure catalogue distinguishes separate procedures for retail distribution, lubricants import/wholesale, rice/sugar/recorded-media/books/newspapers/magazines retail, and other Article 5(d)–(i) services. See the full step-by-step breakdown in Business License Application Procedure in Vietnam.

Pathway 1

Business License for specified Article 5 activities

Applies where the FIE requires a Business License for specified Article 5 activities such as retail distribution, logistics, commercial intermediary, commercial promotion, goods leasing, or specified wholesale/import activities.

Pathway 2

Retail Establishment Licensing

Focuses on obtaining the Retail Establishment License for a specific retail outlet. The applicable procedure depends on whether the outlet is the first, an additional outlet exempt from ENT, or an additional outlet subject to ENT. See retail establishment licensing.

Pathway 3

Business License + Retail Establishment License

Used where the Business License and Retail Establishment License are processed in a coordinated or simultaneous manner, where the applicable administrative procedure permits such coordinated issuance.

Pathway 4

Additional Sector-Specific Approvals

Not a separate type of Business License — a cross-cutting compliance layer that applies in addition to Pathway 1, 2 or 3 wherever the underlying activity or goods are subject to specialized licensing. A Business License does not replace sector-specific licenses required by specialized laws.

6. Timeline & Costs

Statutory processing times are set out in the applicable administrative procedures published on Vietnam's National Public Service Portal and the Ministry of Industry and Trade's administrative procedure database, including the decentralisation and simplification measures introduced by Resolution No. 19/2026/NQ-CP. Resolution 19/2026 took effect on 29 April 2026, with a separate effective mechanism for the decentralisation measures under its Article 3 and Appendix I. The working-day figures below should be verified against the specific published procedure applicable to the licensed activity and locality at the time of filing. For the full statutory-vs-practical timeline breakdown, see Business License Timeline in Vietnam; for a full cost breakdown, see Business License Cost in Vietnam.

The statutory processing period generally runs from the date the competent authority receives a complete and valid dossier. The competent authority's initial completeness check, and the time required to supplement an incomplete dossier, are not included within the statutory processing period.

Practical project timeline

• Regulatory assessment — classifying activities, goods, ownership structure and market-access framework.
• ERC/IRC amendment, if required — updating registrations before or in parallel with filing.
• Dossier preparation — corporate documents, tax compliance evidence, operational plans, premises/layout documents.
• Supplementation — responding to authority requests for clarification or documents.
• ENT (where applicable) — preparing the economic needs analysis.
• Sector-specific approvals — completing additional licensing procedures before full operational authorization.

Government & professional fees

Government fees, if applicable, should be verified against the fee schedule applicable to the specific licensing procedure and filing location. Professional legal fees depend on the scope, number of activities, retail outlets, regulatory complexity and whether additional sector-specific approvals are required — a tailored proposal is provided once the licensing scenario is confirmed.

7. Common Issues & Rejection Reasons

Business License and Retail Establishment License applications in Vietnam may be delayed or refused due to classification errors, documentation inconsistencies, and failure to satisfy activity-specific or outlet-level conditions.

1. Incorrect Market-Access Classification

Why it happens: The investor's country of incorporation, applicable treaty framework and exact proposed trading activity are not correctly mapped to Vietnam's market-access commitments.

Consequence: The application may be filed under the wrong procedure or require additional statutory conditions, causing delays or a need to restructure or refile.

How Inventive Legal helps: We conduct a structured market-access analysis at the outset, classifying investor, activity and goods before the dossier is prepared.

2. Business Activities Do Not Match the Proposed Licensed Activity

Why it happens: The proposed licensed activity is not clearly aligned with the actual business model or is described too generically.

How Inventive Legal helps: We translate the commercial model into precise legal activity descriptions aligned with the applicable framework.

3. ERC/IRC Inconsistency

Why it happens: The ERC and, where applicable, IRC do not reflect the proposed trading activities, investment scope or relevant project information.

How Inventive Legal helps: We review ERC/IRC alignment at the regulatory assessment stage and coordinate required amendments before licensing.

4. Incomplete or Inconsistent Corporate/Tax Documents

Why it happens: Corporate documents contain inconsistent names, tax codes, addresses or signatory information, or required tax-compliance evidence is missing.

How Inventive Legal helps: We perform a document consistency check before filing and coordinate with the client's finance team.

5. Failure to Satisfy Activity-Specific Conditions

Why it happens: Certain activities or goods may be subject to additional conditions under specialized laws.

How Inventive Legal helps: We map each proposed activity and goods category to the relevant specialized laws and licensing regimes.

6. Retail Outlet / ENT Classification Problems

Why it happens: The enterprise misclassifies an outlet or assumes an ENT exemption without verifying the applicable rules.

How Inventive Legal helps: We classify each outlet by sequence, characteristics, location and applicable treaty/regulatory status before selecting the procedure.

7. Inconsistent Premises or Outlet Information

Why it happens: Lease agreements, ownership documents, floor plans and application information contain inconsistent addresses, areas or outlet descriptions.

How Inventive Legal helps: We review premises documents and ensure outlet information is consistent throughout the dossier.

8. Failure to Identify Separate Sector-Specific Approvals

Why it happens: Regulated goods or services trigger specialized licensing that was not identified at the planning stage.

How Inventive Legal helps: We conduct sectoral mapping and design a coordinated licensing sequence covering Business License, retail and sector-specific approvals.