Contents
I. Cases requiring obtaining Business license
Pursuant to Clause 1 Article 5 of Decree 09/2018/ND-CP, foreign-invested business entities conducting the following activities are required to obtain a Business license:
– Perform the goods retail distribution right excluding rice; sugar, articles with recorded images; and books, newspapers and magazines;
– Perform the import right and the goods wholesale distribution right with oil and lubricants;
– Perform the retail distribution right with sugar, articles with recorded images; and books, newspapers and magazines;
– Provide logistics services excluding logistic services sub-sectors for which Vietnam has committed to open the market in international treaties of which Vietnam is a member;
– Goods leasing excluding financial leasing; except for the leasing of construction equipment which includes operators;
– Provide trade promotion services excluding advertising services;
– Provide trade intermediation services;
– Provide e-commerce services;
– Provide services of arranging tendering/bidding for goods and services.
For other activities which do not fall within the aforementioned cases, Clause 1 Article 6 Decree 09/2018/ND-CP, foreign-invested business entities, economic organizations specified in point b and c of Clause 1 Article 23 of the Investment Law are exempted from obtaining Business license. They are able to conduct goods trading and directly related activities prescribed in Clause 1 Article 3 of this Decree after registering such activities with relevant documents in accordance with the provisions of the Law on Investment and the Law on Enterprises.
II. Conditions for issuance of a Business license
Firstly, for foreign investors belong to a country or territory which is a member of an international treaty of which Vietnam is also a member and there is a commitment to open the market for goods trading and directly related activities, the Law sets out 03 conditions that must be complied with:
(a) Meet market access conditions prescribed in the international treaty of which Vietnam is a member;
(b) Having a financial plan in order to undertake the activities for which a business license is requested;
(c) Not having overdue tax debts in a case where it has been established in Vietnam for one year or more.
Secondly, for foreign investors not from a country or territory which is a member of an international treaty of which Vietnam is also a member or in a case where there is not yet a commitment to open the market for business services in international treaties of which Vietnam is a member apart from the 2 conditions:
(a) Having a financial plan in order to undertake the activities for which a business license is requested;
(b) Not having overdue tax debts in a case where it has been established in Vietnam for one year or more.
There are additional criteria must be met, namely:
– In accordance with the provisions of specialized branch law;
– In conformity with the competitive level of domestic enterprises in the same operation sector;
– Ability to create jobs for domestic workers;
– Ability to contribute and level of contribution to the State budget
Thirdly, In case of goods for which Vietnam has not committed to open its market in international treaties of which Vietnam is a member such as: oils and lubricants; oil and lubricants; rice; sugar, articles with recorded images; and books, newspapers and magazines, apart from satisfying the conditions set forth in previous paragraph, there are notable provisions:
– In the case of goods being oil and lubricants: Consideration shall be given to licensing Perform of the right to import and right of wholesale distribution to foreign-invested business entities which conducts one of the following activities:
+ Produces oil and lubricants in Vietnam;
+ Produces or is permitted to distribute in Vietnam machinery, equipment and goods using special type of oil and lubricants.
– In the case of goods being rice; sugar, articles with recorded images; and books, newspapers and magazines, consideration shall be given to licensing to Perform the retail distribution right to foreign-invested business entities which already has a retail store in the form of a supermarket, mini-supermarket or convenience store in order to conduct retail at such store.
The Department of Industry and Trade where the head office of the foreign capital economic organizations located shall be in charge of this.
IV. Procedures for issuance of a Business license
Step 1: Submit the documents to the Department of Industry and Trade where the head office of the foreign capital economic organizations located shall be in charge of this (directly with or sent in the post or sent via the internet).
Step 2: After receipt of the file, Department of Industry and Trade check that file and request amendment if the file is incomplete or invalid within 03 working days.
Step 3: Within ten (10) business days after receipt of a complete and valid application file, Department of Industry and Trade shall check the file’s compliance with the relevant conditions:
– In case the conditions are not satisfied, the licensing agency shall provide a written response setting out the reasons.
– In case the conditions are satisfied:
+ Department of Industry and Trade shall issue a business license to undertake the activities prescribed in point a Clause 1 Article 5 of this Decree;
+ With other activities undertaken prescribed in Article 5 Decree 09/2018, the Department of Industry and Trade shall send the file requesting an opinion from Ministry of Industry and Trade and the line ministry in accordance with the provisions the Decree.
Step 4: Within fifteen (15) days from the date of receiving the application file from Department of Industry and Trade, Ministry of Industry and Trade and the line ministry shall provide written consent (or refusal) to issuance of the business license to Department of Industry and Trade.
Step 5. Within 3 working days after receipt of the written consent (or refusal) to issuance of the business license from Ministry of Industry and Trade, Department of Industry and Trade shall issue /refuse to issue the Business license.
V. Application file for issuance of a Business license
1. Request for issuance of a business licence (on standard form);
2. Explanatory document containing:
a) Explanation on the conditions for issuance of the corresponding business license in accordance with Article 9 of this Decree;
b) Business plan: Description of the contents and method of conducting the business activities; presentation of the business plan and market development; the labour demand; and an assessment of the impact and socio-economic efficiency of the business plan;
c) Financial plan: business operation results on the basis of the audited financial statements for the most recent year if the applicant has been established in Vietnam for one year or more; and an explanation of capital, capital sources and methods for mobilizing capital, enclosing financial documents;
d) Current business status of goods trading and directly related activities; financial status of the foreign-invested business entities up until the time of the request for the business license in the case of the business license prescribed in Clause 6 Article 5 of Decree 09/2018/ND-CP.
3. Document from the tax office stating that there are no overdue tax debts;
4. Copies of the enterprise registration certificate [ERC] and of the investment registration certificate [IRC] (if applicable) for the project of goods trading and directly related activities.
VI. Time scale of application process.
15 – 35 working days after the Department of Industry and Trade receive a complete and valid application file. The time scale can vary according to different cases.
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