Setting up a company in Vietnam

Dossier and Procedures for Concurrent Issuance of a Business License and a Retail Establishment License under Decree No. 342/2026/ND-CP

For foreign-invested economic organizations (FIEs), expanding distribution networks and setting up retail outlets in Vietnam requires strict compliance with specialized commercial conditions. In particular, the mechanism for the concurrent issuance of a Business License and a Retail Establishment License serves as an optimal solution, helping enterprises save time and synchronize legal procedures upon market entry. However, thoroughly understanding the latest dossier components, distinguishing area thresholds (under 500 m² versus 500 m² and above), and navigating the inter-agency appraisal process (between the Licensing Authority, the Ministry of Public Security, and the Ministry of National Defense) pose significant challenges. The article below systematizes the complete dossier requirements, statutory timelines, and procedural steps for cases exempt from the Economic Needs Test (ENT), enabling enterprises to proactively implement their business plans effectively and in full legal compliance.

I. Dossier and procedures for concurrent issuance of a Business License and a Retail Establishment License

1. The application dossier comprises: a) An application form for the concurrent issuance of a Business License and a Retail Establishment License;

b) Documents specified in Article 11 and Clauses 2 and 5 of Article 25 of Decree 342;

c) Copies of the following documents:

- For a retail establishment with an area of under 500 m²: A Certificate of Branch Registration or a Certificate of Business Location Registration at the place where the retail establishment is established;

- For a retail establishment with an area of 500 m² or more: An Investment Registration Certificate for the retail establishment project.

d) Foreign-invested economic organizations shall only be required to submit the documents specified in Clauses 3 and 4 of Article 11 and Point c, Clause 1 of this Article in cases where the Licensing Authority is unable to access and retrieve the relevant documents and data from national and specialized databases. If such information cannot be retrieved or the retrieved information is incomplete, the Licensing Authority shall request the foreign-invested economic organization to supplement the corresponding dossier components to ensure an adequate basis for processing the administrative procedure.

II. Procedures for the issuance of a Business License

1. The foreign-invested economic organization shall submit 01 set of dossier via one of the following methods: directly at the Single-Window Division (One-Stop Shop); via public postal services in accordance with regulations of the Prime Minister; by hiring services of an enterprise or individual, or via authorization in accordance with the law; or online via the National Public Service Portal (where eligible for application).

2. Within 03 working days from the date of receipt of the dossier, the Licensing Authority shall examine the dossier and issue a written request for amendments and supplements if the dossier is incomplete or invalid.

3. Within 10 working days from the date of receipt of a complete and valid dossier, the Licensing Authority shall assess compliance with the corresponding conditions, criteria, and grounds specified in Article 9 of this Decree:

a) If the conditions are not met, the Licensing Authority shall issue a written reply stating the reasons;

b) If the conditions are met:

  • The Licensing Authority shall grant the Business License for cases specified in Clause 1, Point a of Clause 3, and Point a of Clause 4, Article 9 of this Decree; in case of refusal, it must issue a written reply stating the reasons;

  • The Licensing Authority shall forward the dossier together with an official consultation request to the Ministry of Public Security and the Ministry of National Defense for cases specified in Points a and b, Clause 3, Article 8 of this Decree (Form No. 10 in the Appendix issued with this Decree).

4. Within 14 working days from the date of receipt of the dossier, the Ministry of Public Security and the Ministry of National Defense shall issue written approvals for the issuance of the Business License; in case of refusal, they must issue a written reply stating the reasons (Form No. 11 in the Appendix issued with this Decree).

5. Within 03 working days from the date of receiving complete written replies from the Ministry of Public Security and the Ministry of National Defense:

a) If both Ministries issue written approvals, the Licensing Authority shall grant the Business License;

b) If either of the two Ministries refuses approval, the Licensing Authority shall issue a written refusal stating the reasons.

6. The foreign-invested economic organization shall receive the outcome of the Business License application, and the Licensing Authority shall return the outcome in accordance with current laws on administrative procedures. In case the foreign-invested economic organization opts to receive the result via postal services, it shall follow the instructions of the postal service provider.

III. Procedures for the issuance of a Retail Establishment License in cases exempt from the ENT procedure

1. The foreign-invested economic organization shall submit 01 set of dossier via one of the following methods: directly at the Single-Window Division (One-Stop Shop); via public postal services in accordance with regulations of the Prime Minister; by hiring services of an enterprise or individual, or via authorization in accordance with the law; or online via the National Public Service Portal (where eligible for application).

2. Within 03 working days from the date of receipt of the dossier, the Licensing Authority shall examine the dossier and issue a written request for amendments and supplements if the dossier is incomplete or invalid.

3. Within 14 working days from the date of receipt of a complete and valid dossier, the Licensing Authority shall assess compliance with the conditions specified in Clause 1, Article 21 of this Decree:

a) If the conditions are not met, the Licensing Authority shall issue a written reply stating the reasons;

b) If the conditions are met and the case does not fall under Point c, Clause 3, Article 8 of this Decree, the Licensing Authority shall grant the Retail Establishment License;

c) If the conditions are met and the case falls under Point c, Clause 3, Article 8, the Licensing Authority shall forward the dossier together with an official consultation request to the Ministry of Public Security and the Ministry of National Defense (Form No. 10 in the Appendix issued with this Decree).

4. Within 14 working days from the date of receipt of a complete and valid dossier, the Ministry of Public Security and the Ministry of National Defense shall issue written approvals for the issuance of the Retail Establishment License; in case of refusal, the written reply must clearly state the reasons for refusal (Form No. 11 in the Appendix issued with this Decree).

5. Within 03 working days from the date of receiving complete written replies from the Ministry of Public Security and the Ministry of National Defense:

a) If the above Ministries issue written approvals, the Licensing Authority shall grant the Retail Establishment License;

b) If either of the two Ministries refuses approval, the Licensing Authority shall issue a written refusal stating the reasons.

6. The foreign-invested economic organization shall receive the outcome of the Retail Establishment License application, and the Licensing Authority shall return the outcome in accordance with current laws on administrative procedures. In case the foreign-invested economic organization opts to receive the result via postal services, it shall follow the instructions of the postal service provider.

See more at: Latest Conditions and Procedures for Granting Retail Licenses in 2026 Pursuant to Decree No. 342/2026/ND-CP.

The information contained in this article is general and intended only to provide information on legal regulations. DB Legal will not be responsible for any use or application of this information for any business purpose. For in-depth advice on specific cases, please contact us.

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