Opening a restaurant in Vietnam looks simple — lease premises, hire chefs, open doors. But for foreign investors, behind it lies a chain of procedures: market access conditions, investment procedures, food safety licenses, fire safety, work permits for foreign head chefs… One missing link delays opening day.
This handbook systematizes the full legal framework.
Table of contents
- 1. Market access conditions
- 2. Procedure sequence under the Investment Law 2025
- 3. Food safety certificate
- 4. Fire prevention and fighting
- 5. Foreign workers: head chefs, managers
- 6. Foreign F&B franchising
- Q&A
1. Market access conditions {#s1}
Food and beverage services are conditional business lines. For foreign investors, market access conditions under WTO commitments and Vietnamese law must be satisfied.
Consequence: F&B is not "freely open" — market access must be checked before project planning and premises leasing. Many investors sign billion-dong leases before discovering investment condition issues.
2. Procedure sequence under the Investment Law 2025 {#s2}
The sequence for foreign investors opening restaurants — changed significantly by the Investment Law 2025 (143/2025/QH15, effective 01/03/2026) compared with the 2020 Law:
- Enterprise registration before or after the IRC — the investor chooses. Article 19(2) of the Investment Law 2025 allows foreign investors to establish an economic organization before completing IRC issuance/adjustment, provided market access conditions (Article 8) are met. This gives early legal personality for leasing premises, signing contracts, and hiring head chefs;
- Complete investment procedures: investment policy approval / Investment Registration Certificate (IRC). A pre-established entity must complete IRC procedures within 12 months of establishment and may only implement the project after obtaining the IRC (Decree 96/2026/ND-CP) — the traditional IRC → enterprise order remains available;
- Sub-licenses: food safety, fire safety, and other sectoral licenses;
- Operation: labor registration, social insurance, e-invoices…
Note: flexibility of order does not remove the investment procedure — applying for food safety or fire licenses without an IRC still jams dossiers. Also, the IRC-issuing authority under Article 27: the Department of Finance for projects outside industrial parks/export processing zones/high-tech zones/economic zones; the Management Board of the relevant park/zone for projects inside them (except Article 27(3) cases) — replacing the former Departments/Ministry of Planning and Investment.
3. Food safety certificate {#s3}
Under the Food Safety Law 2010 (55/2010/QH12), food service businesses must hold a Certificate of food safety eligibility — except exempted cases.
This is the restaurant's "survival license":
- Operating without one: administrative fines, possible suspension;
- Grant conditions: facilities, equipment, personnel (food safety knowledge, health checks) meeting standards;
- Ordinary restaurants all need one — don't count on exemptions.
4. Fire prevention and fighting {#s4}
Food service establishments must satisfy fire safety conditions under the Fire Prevention and Fighting Law — design approval and acceptance before operation, depending on scale.
Fire safety is the most-forgotten pre-opening condition:
- Many restaurants finish beautiful interiors before discovering missing fire acceptance — and cannot operate;
- Kitchens (fire, gas) are high fire-risk zones — kitchen fire systems must meet standards;
- Retrofitting for fire compliance after completion often costs many times more than doing it right from the start.
5. Foreign workers: head chefs, managers {#s5}
Foreign-invested restaurants often have foreign head chefs and managers. Under Articles 151, 154 of the Labor Code 2019:
- Foreign head chefs/managers also need work permits or exemption confirmation;
- "Culinary expert" is not an automatic exemption — conditions (degrees, experience under Decree 152/2020 as amended by 70/2023) must still be met with confirmation procedures;
- Complete before the worker starts — not after.
6. Foreign F&B franchising {#s6}
Foreign F&B franchise models entering Vietnam need an extra procedural layer:
- Register franchising with the Ministry of Industry and Trade — before transfer;
- Franchise contracts comply with the Commercial Law 2005 on franchising (disclosure, contract content…);
- Vietnamese franchisees must still satisfy all food safety and fire licenses like ordinary restaurants — franchising exempts no sub-license.
—
Q&A {#faq}
Q: Can foreign investors open restaurants in Vietnam?
A: Yes, but food services are a conditional business line — market access conditions under WTO commitments and Vietnamese law must be met (Article 8 of the Investment Law 2025). Under the Investment Law 2025, investors may register the enterprise before applying for the IRC (completing IRC procedures within 12 months), but may only implement the project after the IRC is issued.
Q: What licenses are needed to open a restaurant?
A: Four groups: (1) investment procedures — policy approval/Investment Registration Certificate; (2) Enterprise Registration Certificate; (3) Certificate of food safety eligibility; (4) fire safety conditions (design approval/acceptance by scale). Plus possibly alcohol retail, signage, sound licenses…
Q: Is the food safety certificate mandatory for every restaurant?
A: Under the Food Safety Law 2010, food service businesses must hold the certificate, except exempted cases (e.g., certain small-scale types per detailed regulations). Ordinary restaurants all need one.
Q: Does a foreign head chef need a work permit?
A: Yes — unless exempted under Article 154 of the Labor Code 2019 with exemption confirmation completed. "Culinary expert" is not an automatic exemption; conditions (degrees, experience) must still be met.
Q: What should foreign F&B franchisors entering Vietnam note?
A: Three points: (1) register franchising with the Ministry of Industry and Trade before transfer; (2) franchise contracts must comply with the Commercial Law 2005 on franchising; (3) Vietnamese franchisees must still satisfy all food safety and fire licenses like ordinary restaurants.
—
This article is general legal information and does not replace legal advice for any specific matter.
Need a lawyer for opening restaurants/F&B — full license packages? Contact FLAT Law Firm — we handle investment, food safety, fire safety, and foreign labor for F&B chains. Hotline: 0988424851.