Opening a cosmetics store chain of a foreign brand in Vietnam must pass a licensing layer that domestic enterprises do not face: the retail outlet establishment license for foreign-invested enterprises. The current framework is Decree 342/2026/ND-CP, which replaced Decree 09/2018/ND-CP from 18 October 2026: an FDI enterprise exercising retail rights must hold a business license for goods trading activities covering retail, and each retail outlet at a specific location must be granted a retail outlet establishment license by the provincial authority. These two layers are independent of cosmetics product notification — holding notified products does not mean being allowed to open a store selling them.
Legal basis
The bottleneck of the chain model sits at the second outlet onwards: under the economic needs test (ENT) mechanism maintained in the Decree 342/2026/ND-CP framework, establishing a retail outlet beyond the first must be considered against criteria on the area’s economic needs — the number of existing outlets of the same type, market scale and impact on the existing retail network. For a cosmetics chain wanting to open many points simultaneously in shopping centers, the ENT is the real schedule variable: each store’s file is considered separately by locality, and one store refused on ENT criteria does not invalidate the licenses already granted to other stores.
Analysis in practice
Selling cosmetics online in parallel with the store chain is a lawful supplementary channel with its own duties: the enterprise’s own online sales channel must complete notification and registration procedures under the E-commerce Law 122/2025/QH15 and Decree 248/2026/ND-CP, products sold online must be notified products, and online orders fulfilled from warehouses or stores remain fully subject to storage conditions and sub-labeling as in the traditional channel. Many brands wrongly assume online selling ‘has no store’ and thus escapes the retail licensing layer — the correct reading is that the retail outlet license attaches to physical retail locations, while the online channel is under e-commerce and product discipline; the two layers run in parallel and do not replace each other.
Practice points
Unlike a temporary pop-up store — a short-term event-based model with its own handling — the fixed store chain in this article is a long-term commitment per location: every long-term premises lease should be signed with the condition precedent that the location is approved for retail outlet establishment, because a beautiful space in a shopping center does not itself guarantee that the ward or district’s ENT criteria will pass. The safe practical sequence is: finalize the retail business license, test the ENT for the list of intended locations, and only then sign long-term leases in the priority order confirmed as feasible.
Frequently asked questions
What licenses are needed to open a chain of FDI cosmetics stores?
Beyond FDI company formation and a business license for goods trading covering retail, each store needs a retail outlet establishment license under Decree 342/2026/ND-CP; the products sold must have completed cosmetics notification.
Must each store obtain a retail outlet establishment license?
Yes. Under the economic needs test (ENT) mechanism in the Decree 342/2026/ND-CP framework, a retail outlet beyond the first must be considered against the area’s economic-needs criteria before the outlet establishment license is granted.
Must parallel online selling of cosmetics be registered?
There are separate duties: the enterprise’s online sales channel must notify and register under the E-commerce Law 122/2025/QH15 and Decree 248/2026/ND-CP; the outlet license attaches only to physical retail locations, so the two duty layers run in parallel.
This article has been quality-reviewed by the FLAW AI Legal Council