Question: UKH Company Limited (A foreign-invested enterprise) is granted an investment registration certificate to implement a distribution project: wholesale and retail of fashion products (clothing). The company would like to ask the question “What kind of licenses do UKH Company Limited need to apply for its project implementation?”

Thank you so much for trusting and sending the above question to Bizlawyer & Partners Law Firm (“Bizlawyer“). We would like to answer the above question of Your Company as follows:

Decree 09/2018/ND-CP is the only document that directly governs issues related to licensing for distribution activities (wholesale and retail) of foreign-invested enterprises.

Accordingly, before commencing on the implementation of your distribution project: you must have two types of licenses as follows: (1) Business license; and (2) License for setting up a retail. In particular, the former license (Business license) must be obtained prior to application for the latter one (License for setting up a retail outlet).

1. Business license:

a. Conditions for licensing:

In case foreign investors coming from countries, territories participating in international treaties to which Vietnam is a member and has committed to open its market, the foreign investors must be eligible for the followings:

• Satisfying market access conditions in international treaties to which Vietnam is a member;
• Having a financial plan when applying for Business license
• Your Company does not have any overdue tax debt if Your Company has been established for more than 1 year.

In case foreign investors not coming from countries, territories participating in international treaties to which Vietnam is a member and has committed to open its market, the foreign investors must be eligible for the followings:

• Having a financial plan when applying for a Business license;
• There is no overdue tax debt if your company has been established in Vietnam for 1 year or more.
• The distribution activities are in accordance with the provisions of specialized laws
• The distribution activities are in accordance with the competitiveness of domestic enterprises in the same field of operation
• Having the ability to create jobs for domestic workers;
• Having the ability to contribute to the state budget

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b. Components and number of application

Requisite components of the applications:

• A proposal for Business license;
• A written explanation statement about the eligibility for licensing, business strategy and financial plan.
• Document(s) of the tax bureau proving that your company does not have overdue outstanding tax
• Copies of Your Company’s Enterprise registration certificate and Investment registration certificate for your project

Number of application:

• For Business license for retail: 01 set;
• For Business license for wholesale: 02 sets

c. Licensing authority: Department of Industry and Trade where your company is located

d. Procedure: 05 steps

• Step 1: Your Company sends applications to the Department of Industry and Trade by post or online
• Step 2: The Department will check the applications, and request amendment to and supplementation of documents if the applications are not sufficient and valid.
• Step 3: (In case the application is sufficient and valid) The Department sends the application to and consults the Ministry of Industry and Trade about the licensing.
• Step 4: The Ministry issues a document approving the issuance of the Business License
• Step 5: The Department issues the Business license

e. Total processing time: Approximately 31 working days (if the application is sufficient, valid without any amendment or supplementation requirements)

2. License for setting up a retail outlet

a. Conditions for licensing that Your Company must satisfy:

• Having a financial plan when applying for License for setting up a retail outlet;
• Not having overdue tax debt if your company has been established in Vietnam for 1 year or more;
• The expected location for a retail outlet must be in accordance with the relevant planning in the market area

b. Components and number of application

Components of the application:

• A proposal for License for setting up a retail facility;
• A written explanation statement about the location, business plan and financial plan for setting up a retail outlet;
• Document(s) of the tax bureau proving that your company does not have any overdue outstanding tax;
• Copies of Your Company’s Enterprise registration certificate; Investment registration certificate for your project and Business license

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Number of applications: 02 sets

c. Licensing authority:  Department of Industry and Trade where Your Company’s retail outlet is expected to be located

d. Procedure (with 05 steps)

• Step 1: Your Company sends applications to the Department of Industry and Trade by post or online
• Step 2: The Department will check the applications, and request amendment to and supplementation of documents if the applications are not sufficient and valid.
• Step 3: (In case the application is sufficient and valid) The Department sends the application to and consults the Ministry of Industry and Trade about the licensing.
• Step 4: The Ministry issues a document approving the issuance of the License for setting up a retail outlet
• Step 5: The Department issues the License for setting up a retail outlet

e. Total processing time: Approximately 23 working days (if the application is sufficient, valid without any amendment or supplementation requirements).

Conclusion

Hopefully, this article has partly answered Your Company’s questions about the required licenses before implementing the project on wholesale and retail of clothing.

If you have any question or have the demand of detailed information, please contact us through our email: Info@bizlawyer.vn or Hotline Call: 086.888.1900 for timely advice and support from our lawyers.