Business Licences and Conditional Business Lines
An enterprise with an ERC is not necessarily cleared to roll out every planned activity. Many business lines require checking market-access conditions, sub-licences, facility conditions, professional personnel or post-registration procedures. Looking only at the business-line names on the enterprise file while ignoring the operating licence layer can put an investor at risk as soon as selling or contracting begins.
Quick summary: business licences and conditional business lines
| For | Enterprises in conditional business lines: distribution, e-commerce, education, logistics, healthcare, food and sectors needing sub-licences. |
|---|---|
| Key documents | Enterprise registration certificate, registered business-line list, existing sub-licences and files on facilities and personnel meeting conditions. |
| What to check | The gap between registered business lines and actual operations, conditions specific to foreign investors, and each licence’s duration. |
Cases often needing advice
- FDI enterprises in distribution, e-commerce, education, logistics or conditional sectors.
- Companies adding new business lines or expanding business models.
- Investors wanting to check whether sub-licences are needed before signing contracts.
- Enterprises needing to standardise files after operating for a while.
Check layers needed
- Business lines per enterprise registration and actual operations.
- Foreign investors’ market-access conditions if there is an FDI element.
- Sub-licences, personnel conditions, facilities and sector reporting.
- Consistency between licences, contracts, websites and promotional activities.
What does FLAT LAW FIRM do?
- Build licence matrices for the actual business model.
- Review business-line conditions and the licence application roadmap.
- Prepare files for new issuance, adjustment or renewal as needed.
- Flag activities to postpone until legal conditions are met.
Common risks
- Misunderstanding that having business lines on the ERC is enough to trade immediately.
- Not tracking licence deadlines or periodic reporting obligations.
- Product/service descriptions on websites differing from the permitted scope.
- Not checking conditions specific to foreign investors.
Files to prepare
- Investor information, nationality, planned ownership structure and transaction model.
- Description of business lines, products or services, project location and deployment timeline.
- Planned investment capital, charter capital, land/workshop lease needs and sector licences.
The three common gaps between licences and operations
The first gap is between registered business lines and what is actually done. Enterprises expand services to customer demand without updating registration, only discovering the missing corresponding business line when signing a large contract or bidding.
The second gap is between conditions at issuance and conditions at present. Many licences require maintaining conditions throughout operations: area, equipment, certified personnel, internal procedures. Getting licensed then changing location or replacing key personnel without reporting is a common situation.
The third gap only appears with foreign-invested enterprises: for the same business line, conditions for foreign investors may differ from domestic investors, under international commitments and sector law. This should be checked before receiving foreign capital, not after. To distinguish market-access conditions from sub-licence conditions in each business line, see the market-access conditions of foreign investors.
Managing licences as a portfolio, not per file
Enterprises with many licences should manage them as a portfolio: each licence attached to a duration, conditions to maintain, reporting obligations and a responsible person. This helps detect soon-to-expire licences early and avoids having to redo procedures from scratch for late renewals.
The licence portfolio is also the first document investors and banks request when reviewing. Having it ready significantly shortens later transactions.
Reference legal framework
Business conditions in Vietnam are determined under the Investment Law 2025 No. 143/2025/QH15 and the List of conditional investment business lines in Appendix IV of this law, effective from 1 July 2026, plus sector law of each field. For foreign investors, market-access conditions are also determined under international treaties to which Vietnam is a party.
Laws and regulations, state authorities’ competence and administrative procedures may change over time. The full texts of the above documents can be found at the Government’s legal normative document system. The content on this page is directional and should be checked against the documents in effect at the time of application to each specific file.
FAQ
How does a business licence differ from the ERC?
The ERC records the legal entity; a business licence or sub-licence may additionally be needed to deploy certain specific activities.
What are conditional business lines?
The group of activities that may only be traded when meeting current legal conditions.
Do FDI enterprises have more requirements?
Possibly, depending on the business line and market-access conditions applying to foreign investors.
Can licences be applied for after selling?
High risk. Check and complete conditions before deploying activities needing licences.
When should licences be re-reviewed?
When opening new lines, changing models, relocating or before major transactions.
Useful links
Talk to FLAT LAW FIRM
You can send the existing documents, objectives and expected timeline for our team to assess the next steps.
Talk to a lawyer when:
- the enterprise is preparing to deploy a new business line without clarity on whether it is conditional;
- the FDI enterprise trades in distribution, e-commerce, education or logistics;
- licences are about to expire, the enterprise relocates or replaces key condition-meeting personnel;
- a full licence portfolio review is needed before an M&A transaction or funding round.