Retail & Trading License in Vietnam for Foreign-Invested Companies
Under Decree No. 09/2018/ND-CP, foreign-invested enterprises (FIEs) engaging in distribution or retail may require approvals beyond incorporation — depending on the goods category, sales channel, and scope.
The two most commonly confused approvals are: Business License (retail distribution rights) and License for Establishment of a Retail Outlet.
Related services: Company Registration in Vietnam | Corporate Amendments (IRC/ERC Updates)
Retail Rights vs Retail Outlet – What’s the Difference?
Business License = the legal right for the Vietnam entity to conduct retail distribution. | Retail Outlet License = permission to establish a physical retail outlet.
Retail Rights
This concerns the right to sell to end consumers in Vietnam.
Online Retail
Shopee/Lazada/TikTok Shop = still retail (without a physical outlet).
Physical Store
This concerns opening a shop/showroom for walk-in customers.
ENT (Expansion Check)
Often relevant when opening additional outlets (case-based).
Which Companies Typically Need These Licenses?
You may need a Business License (retail distribution rights) if your Vietnam entity sells goods to end customers, including via online channels and marketplaces.
You may need a Retail Outlet License if you establish a physical shop/showroom where customers purchase in-person.
| Scenario | Likely Required |
|---|---|
| Sell to end customers via Shopee/Lazada/TikTok Shop | Business License (retail distribution rights) |
| Operate your own e-commerce website managed by Vietnam entity | Business License (retail distribution rights) |
| Open a physical shop/showroom for walk-in customers | Retail Outlet License (and Business License depending on scope) |
| Wholesale distribution to other companies (B2B) | Trading/Distribution scope review (case-based) |
Note: licensing requirements are case-based and depend on sector classification, goods category, ownership structure, and local authority interpretation.
E-commerce & Marketplaces: What License Is Required?
Selling products online via marketplaces such as Shopee, Lazada, TikTok Shop does not require a Retail Outlet License, because these platforms are not physical stores.
However, online sales still constitute retail distribution to end consumers in Vietnam. In practice, a Business License (retail distribution rights) may be required for the Vietnam entity — subject to sector conditions and licensing scope.
If the website is managed and operated by the Vietnam entity, the activity is typically treated as retail sales based on the operating entity and sales model (not the customer’s location). A proper licensing assessment should therefore confirm the scope before launch.
Our Licensing Process
A structured 5-step workflow to confirm scope, reduce rejection risk, and obtain licensing approval efficiently.
Estimated Timeline: 2 – 3 Months (subject to sector & authority review)
Confirm B2B/B2C scope, online vs outlet, and operating entity (VN vs overseas).
Review sector/goods conditions under Decree 09/2018/ND-CP and related commitments.
Align VSIC/business scope; coordinate IRC/ERC amendments if required before filing.
Prepare dossier and handle authority clarification requests until acceptance.
Receive license(s) and get operational compliance guidance (online vs outlet).
Our Licensing Process
A structured 5-step workflow to confirm scope, reduce rejection risk, and obtain licensing approval efficiently.
Estimated Timeline: 2 – 3 Months (subject to sector & authority review)
Confirm B2B/B2C scope, online vs outlet, and operating entity (VN vs overseas).
Review sector/goods conditions under Decree 09/2018/ND-CP and related commitments.
Align VSIC/business scope; coordinate IRC/ERC amendments if required before filing.
Prepare dossier and handle authority clarification requests until acceptance.
Receive license(s) and get operational compliance guidance (online vs outlet).
Send Your Current Business Scope for Quick Review
Share your ERC/IRC (if any) and sales model (online vs outlet). Green NRJ will confirm the required licensing scope and key risks.
Request a License Assessment
We assess sector conditions, goods category, ownership structure, and your sales channels — before you proceed.