The combined office–showroom model is common for FDI in equipment, furniture, vehicles and premium consumer goods: one premises serving as working head office and as a product display space for clients and partners. The legal boundary of this model turns on one question: does the showroom only display, or does it also sell on site? The answer decides whether your premises count as a retail establishment — with entirely different conditions and licences.
1. Pure display versus on-site retail
Displaying and presenting products without selling at the location is trade promotion under the Law on Commerce No. 36/2005/QH11 and does not turn the location into a retail establishment. Conversely, once customers buy and pay at the showroom — even only “sample sales” or orders taken on site — that location becomes a retail establishment under Decree No. 342/2026/ND-CP (effective 18 October 2026): for an FDI enterprise, outlets beyond the first must pass the Economic Needs Test (ENT) unless exempt, and the first outlet must meet the site conditions of Article 21 of that decree. “Routing around” by signing contracts and invoicing from another head office while transactions actually happen at the showroom does not erase the on-site retail character if an inspection establishes selling activity at the location.
2. Lease structure for a dual-function premises
A combined-premises lease must describe the two zones separately: office area and showroom area, with an attached layout; the use stated in the lease must match the premises’ designed and approved function (space designed purely as office may not lawfully receive retail foot traffic, which needs separate circulation and escape routes). On pricing: street-facing showroom rent is usually higher than office space in the same building — splitting unit prices for the two zones makes costs transparent and eases partial contraction. A specific point: facade signage and display are governed by outdoor-advertising rules and the building’s/area’s management regulations — the right to mount the brand name and product signage must be written into the lease, because this is the showroom’s core commercial value and many office leases prohibit it by default.
3. Fire safety where the public enters
An internal working office and a client-facing showroom have different safety requirements: occupant density, escape routes and displayed materials (flammable product samples, batteries, sample chemicals) all affect fire design appraisal and acceptance under the Law on Fire Prevention, Fighting and Rescue No. 55/2024/QH15 and Decree No. 105/2025/ND-CP. If the premises were accepted for office use and you convert part of it into a public showroom, the change of use may require re-appraisal of the affected part. Agree in the lease: who bears responsibility and cost for appraisal/acceptance of the change, and how the opening date depends on the acceptance milestone.
4. Operating discipline day to day
After opening, operating discipline keeps the model true to its declared nature: if declared as pure display — showroom staff take no money and issue no on-site invoices, orders route to the head office/branch holding retail rights; product-experience zones (test drives, trials) need proper safety procedures and liability insurance. If on-site selling is a real, long-term need, the right path is to complete the retail-establishment procedure for that location from the start (site conditions under Article 21, ENT where Article 22 of Decree 342/2026 applies) rather than operating a “half showroom, half shop” in the grey zone — the procedure costs far less than the risk of sanctions and a forced shutdown of the location on inspection.
Frequently asked questions
May the showroom keep a POS terminal and take customer deposits on site?
Taking deposits against orders is still part of a sale transaction occurring at the location; in substance, the location carries on selling activity. If the model expects regular on-site money-taking, the location should be treated as a retail establishment with the corresponding conditions/licence rather than relying on the label “deposit”.
Must the showroom location be registered as a separate business location?
If the showroom sits at the head-office address itself and forms part of head-office activity, no extra registration is needed. If the showroom is at a different address from the head office, the enterprise must register a business location for that address with the business registration authority before operating.
Do imported display samples at the showroom face customs issues?
Imported display samples go through customs like ordinary imports (except temporary admission for exhibitions with a time limit under customs rules). Samples displayed long-term at a showroom should be formally imported, and note that later liquidation sales of them in Vietnam are retail activity at the location.
Can we hold a product-launch event with guests at the showroom?
Yes, within the leased premises and the building’s rules; large public-facing events may trigger notification duties to local authorities and separate security and fire-safety conditions. Notify building management in advance and check the local event-notification thresholds.
