The import of goods into Vietnam for the purpose of distribution by foreign investors or foreign-invested companies is subject to strict authorisation requirements, which are laid down in particular in Decree 09/2018/ND-CP.
The right to import under Article 3 No. 3 of the Decree includes the right to import goods from foreign countries into Vietnam for sale to business entities which have the right to distribute such goods in Vietnam, and includes the right to provide one’s name on the goods import declaration in order to conduct procedures relating to import and to bear liability for such conduct. However, the right to import does not include the right to organize or participate in a goods distribution system in Vietnam, unless the law of Vietnam or an international treaty of which Vietnam is a member stipulates otherwise.
The term distribution is defined under Article 3 No. 4 of the Decree 09/2018/ND-CP as “activities of wholesaling, retailing, agency for sale of goods, and franchising”.
Authorisation requirements
In accordance with Article 5 of Regulation 09/2018/ND-CP, a business licence is generally required for exercising the goods retail distribution right (selling goods to individuals, family households and other organizations for use for consumption purposes) and, if distribution is to take place via an own retail store, a so-called retail store license.
Business License
The authorisation procedure for a business licence is regulated in Chapter 2, Articles 9 to 21 of Decree 09/2018/ND-CP. According to Article 12 of the Decree, the following documents are required for the application for a business licence:
1. Request for issuance of a business licence on standard form 1 in the Appendix issued with this Decree.
2. Explanatory document containing:
(a) Explanation on the conditions for issuance of the corresponding business licence 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 operational 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 data;
(d) Current business status of goods trading and directly related activities; financial status of the economic organization with FOC up until the time of the request for the business licence in the case of the business licence prescribed in article 5.6 of this Decree.
3. Data from the tax office proving that there are no overdue tax debts.
4. Copies of the enterprise registration certificate [ERC] and of the investment registration certificate [IRC] (if any) for the project of goods trading and directly related activities.
Retail Store License
The authorisation procedure for a retail store license is regulated in Chapter 3, Articles 22 to 39 of the Decree 09/2018/ND-CP. According to Article 27 of the Decree, an application file comprises:
1. Request for issuance of a retail store licence on standard form 4 in the Appendix issued with this Decree.
2. Explanatory document containing:
(a) Location for establishing the retail store: address of the store; description of the general [common] area, related areas and areas to be used for establishing the store; and an explanation on satisfaction of the conditions prescribed in article 22.1(c) of this Decree, enclosing the retail store location data;
(b) Business plan on trading by the retail store: 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 for establishment of the retail store: business operational results on the basis of the audited financial statements for the most recent year if the applicant has been established in Vietnam for one (1) year or more; and an explanation of capital, capital sources and methods for mobilizing capital, enclosing financial data.
3. Data from the tax office proving that there are no overdue tax debts.
4. Copies of the ERC and of the IRC (if any) for the project on establishing the retail store, and of the business licence.
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Please do not hesitate to contact Dr. Oliver Massmann at omassmann@duanemorris.com if you have any questions. Dr. Oliver Massmann is the General Director of Duane Morris Vietnam LLC.