For a foreign investor, securing retail premises is only half the journey — the other half is the retail establishment licence for that very location. The framework applying from 18 October 2026 is Decree No. 342/2026/ND-CP, replacing Decree No. 09/2018/ND-CP on foreign investors’ goods trading activities, with the notable change that licensing authority now concentrates at the provincial People’s Committee. This article presents the procedure for the first retail outlet — the most common case when FDI opens its first store.
1. Before the licence dossier: preconditions at the investment-registration and business-line layer
Three foundation conditions must hold before filing for a retail establishment: first, retail distribution must fall within the registered investment project/business lines of the foreign-invested economic organisation — if the Investment Registration Certificate and enterprise registration do not yet cover retail distribution for the intended goods groups, adjust them first; second, the retail goods groups must not be on the list of goods foreign investors have no distribution right over, or subject to unmet conditional market-access regimes (certain items such as pharmaceuticals, petroleum, rice, sugar and books/press have their own regimes); third, retail distribution rights at an establishment also tie to Vietnam’s international commitments — the first retail outlet is accessible per commitments, while outlets from the second onward face the economic needs test (ENT) in the cases under Article 22. Preparing these three layers properly keeps the licence dossier from being returned at the condition-check round.
2. Article 21 of Decree 342/2026: first-outlet conditions
Clause 1 of Article 21 sets the conditions a first retail outlet must satisfy: the investor/economic organisation has no overdue tax debt where it has been established in Vietnam for 01 year or more; and the outlet location must simultaneously satisfy several condition groups — conformity with planning and legal rules on land, investment and construction; fire safety, traffic and environmental conditions as prescribed; and the investor must prove its right to use the location (the premises lease is the central evidence for this condition group). The key practical consequence: the premises lease should be signed before or in parallel with the licence dossier, with a condition-precedent clause — if the licence is refused, the tenant may exit the lease without losing all costs; conversely, signing an unconditional long lease before licensing locks you into premises that may not be permitted for retail. The outlet classification under Article 3 (convenience store under 300 m², mini-supermarket up to 500 m², supermarket over 500 m²) affects both conditions and ENT-exemption prospects for later outlets.
3. Procedure and timelines under Article 27
Article 27 of Decree 342/2026 prescribes the timeline sequence for processing a retail establishment licence dossier: the receiving authority checks dossier validity within 03 days; checks licensing conditions within 05 days; where the Economic Needs Test Council’s opinion is required (for ENT-scope outlets), the Council appraises within 20 days; and the licence issues within 05 days once conditions are met — the steps run in working days as prescribed, with public-security opinions on security (where required) running in parallel within 14 days. Decision authority rests with the provincial People’s Committee where the outlet is located. When planning the opening, the investor must add dossier preparation time and any investment-registration adjustments ahead of these steps; rent under a premises lease usually starts from handover — so the handover date in the lease should be tied to the licence issuance date rather than a fixed calendar date.
4. The practical dossier and the errors that stretch timelines
A first-outlet dossier typically comprises: the licence application in the prescribed form; the economic organisation’s legal documents (Investment Registration Certificate, Enterprise Registration Certificate); a project-implementation and tax-obligation report; documents proving location use rights (the lease plus the lessor’s title documents); and documents on the location’s Article 21 conditions. Four errors commonly stretch dossiers: a lease that does not clearly show the use right from the proper lessor entity; a location in a building whose function does not match retail (breaching the planning/construction condition group); distribution business lines in the investment registration not covering the store’s goods groups; and tax documents not proving the no-overdue-debt status. All four are preventable before filing by running checks in the right order: registration — location — lease — dossier. Once issued, the retail establishment licence attaches to the specific location: changing location, expanding area or changing outlet type are all events requiring adjustment/new-licence procedures (covered separately in the article on relocating a retail outlet).
Frequently asked questions
Are the retail establishment licence and the distribution business licence the same?
No. The business licence (for distribution rights per commitments and registration) attaches to the economic organisation and its distribution scope generally, while the retail establishment licence attaches to each specific store location. One enterprise may hold one business licence but many retail establishment licences matching its number of outlets.
Must the first retail outlet pass the economic needs test (ENT)?
No. ENT under Article 22 of Decree 342/2026 applies only to setting up retail outlets beyond the first, and only for investors from countries with which Vietnam has no treaty commitment abolishing the economic needs test. The first outlet need only satisfy the Article 21 conditions.
Can the licence dossier be filed before signing the premises lease?
Not effectively: proving location use rights is part of the Article 21 conditions, and the lease (or an equivalent document on location use rights) is the central evidence in the dossier. The standard approach is to sign a lease with a licence condition precedent, then file the dossier with that lease.
How long is a retail establishment licence valid?
The licence is issued for the establishment with a term aligned to the investment project’s operating term/the location use term in the dossier; when the location, scale or establishment information changes, the economic organisation must perform the corresponding adjustment procedure. Investors should align the licence term with the lease term to schedule renewals together.
This article has been quality-reviewed by the FLAW AI Legal Council
