
ESTABLISHMENT OF A FOREIGN-INVESTED ENTERPRISE IN VIETNAM: ESTABLISHING AN FOREIGN-INVESTED RETAIL COMPANY IN VIETNAM
Establishing a foreign-invested retail company refers to forming an economic organization in which foreign investors act as members or shareholders to sell goods directly to individuals, households, or other organizations for consumption purposes.
Driven by the rapid expansion of Vietnam's domestic consumer market, retail has become a sector attracting substantial foreign direct investment. However, it is also classified as a conditional business line for market access. This comprehensive guide outlines the latest investment forms, legal conditions, and step-by-step procedures to set up a foreign-invested retail enterprise in Vietnam.
Prospective investors seeking assistance with establishing a foreign-invested enterprise in Vietnam are kindly invited to contact Dai Quang Minh via Hotline: 0932 191 299; Zalo: 0932 191 299; Email: info@quangminhlawfirm.com; Viber: (+84) 337 926 405; WhatsApp: (+84) 337 926 405; WeChat: (+84) 337 926 405 (ID: pouniverse) for complimentary consultation and comprehensive, efficient, and accurate legal services.
In addition, Dai Quang Minh Company provides a wide range of services, including sub-licenses, business registration, investment, foreign labor, and ongoing legal advisory services for both domestic and foreign enterprises.
Contact:
- Zalo: 0932.191.299
- Gmail: info@quangminhlawfirm.com
- Viber: (+84) 337926405/ (+84) 869672216
- WhatsApp: (+84) 337926405/ (+84) 869672216
- Wechat:(+84) 337926405 (ID: _pouniverse)/(+84) 869672216 (ID:DQM_Verna)
- Telegram: (+84) 337926405/ (+84)869672216
I. Establishment of a Foreign-Invested Enterprise in Vietnam: Investment forms in the retail sector
- Foreign investors seeking to enter Vietnam's retail market can choose from the following common investment forms:
+ Establishing a new company in Vietnam: Investing in a new project associated with forming an economic organization.
+ Capital contribution, purchasing shares or equity stakes: Acquiring part or all of the charter capital/shares in an existing operating Vietnamese enterprise.
+ Forming a Joint Venture Company: Partnering with Vietnamese investors to establish a joint economic organization.
+ Establishing a 100% Foreign-Owned Enterprise: Applicable when fully satisfying market access conditions under international commitments and Vietnamese law.

II. Establishment of a Foreign-Invested Enterprise in Vietnam: Conditions for foreign investors
- Market Access Conditions: Under the Investment Law, foreign investors enjoy market access conditions similar to domestic investors, except for sectors on the negative list (uncommitted or conditionally committed). Key evaluated conditions include:
+ Foreign ownership ratio in charter capital;
+ Investment form and scope of business operations;
+ Capacity of the investor and local Vietnamese partners involved (if applicable);
+ Conditions under international treaties to which Vietnam is a signatory (WTO, FTAs...).
- Conditions on Distributed Goods: Not all goods can be distributed under the same mechanism. Certain specialized product groups are subject to distinct regulatory regimes:
+ Restricted / Conditional Goods: Rice, sugar, recorded items, books, newspapers, magazines; lubricants and lubricating greases; pharmaceuticals; tobacco; alcohol, etc.
Enterprises must draft a detailed product list by item name and target HS codes, specifying sales channels to determine:
+ Whether the investor is entitled to import rights;
+ Whether wholesale and retail distribution are permitted;
+ Whether specialized licenses or certificates of eligibility are required;
+ Whether there are restrictions regarding locations, sales methods, or target customers.
- Financial Capacity and Project Location Conditions:
+ Financial Capacity: Vietnamese law does not mandate a universal minimum charter capital for FDI retail companies. However, the registered capital must be reasonable and aligned with project scale, premise rental costs, inventory costs, staffing, and operational plans. Investors must prove financial capability through legitimate documents such as audited financial statements, bank balance confirmations, parent company support commitments, etc.
+ Project Location: Head office and retail store locations must have legitimate legal usage dossiers (Lease Contract, Land Use Rights Certificate, Construction Permit...), ensuring proper commercial functionality and alignment with local development planning.

Why choose Dai Quang Minh Company?
With years of practical experience in legal consulting, Dai Quang Minh Company is a pioneer in corporate support services, specializing in fast and affordable company formation. Below are the reasons to choose business registration services at Dai Quang Minh Company:
Human Resources: Gather a team of corporate legal experts and project legal experts with a long working history at domestic private economic groups; large foreign-invested enterprises operating in Vietnam.
Consulting Policy: Clients are gifted a completely free legal consulting package when using services at Dai Quang Minh Company.
Professionalism and Experience: Dai Quang Minh Company has a workforce with in-depth knowledge of business formation, ensuring a swift and accurate consulting process.
Time-Saving: Using Dai Quang Minh Company 's services helps you save precious time as we handle the entire process and related procedures.
Legal Insight: Dai Quang Minh Company ensures that all relevant legal regulations are strictly followed in accordance with the law.
Customization: Our consulting services are highly adaptable to your specific needs, allowing you to choose options suitable for your business.
Trusted Partner: Dai Quang Minh Company has built a reputation for providing affordable business setup consulting to many enterprises and individuals nationwide.
Confidentiality Assurance: Dai Quang Minh Company is committed to the absolute protection of your personal and business information.
Detailed Support: Dai Quang Minh Company provides detailed advice and support regarding the process and requirements to help you better understand business formation.
Process Optimization: Our consulting helps optimize the business setup process, minimizing potential risks and difficulties.
Excellent Customer Experience: Dai Quang Minh Company is dedicated to providing the best customer experience through professional advice and enthusiastic support.
Focus on Business Plans: By utilizing our registration services, you can focus on developing your business plans and core activities instead of worrying about legal procedures.
III. Establishment of a Foreign-Invested Enterprise in Vietnam: Procedure for establishing a foreign-invested retail company
- Step 1: Apply for the Investment Registration Certificate (IRC): Foreign investors forming a new enterprise must execute investment project registration procedures to obtain an Investment Registration Certificate (IRC).
- Step 2: Apply for the Enterprise Registration Certificate (ERC): Upon receiving the IRC, the investor submits an enterprise registration dossier to the Department of Finance to obtain the Enterprise Registration Certificate (ERC). Common corporate forms include Limited Liability Company (LLC - Single or Multi-member) or Joint Stock Company (JSC).
- Step 3: Apply for the Business License (Trading License): Foreign-invested economic organizations exercising retail distribution rights must apply for a Business License in accordance with Decree No. 09/2018/ND-CP.
Prospective investors seeking assistance with establishing a foreign-invested enterprise in Vietnam are kindly invited to contact Dai Quang Minh via Hotline: 0932 191 299; Zalo: 0932 191 299; Email: info@quangminhlawfirm.com; Viber: (+84) 337 926 405; WhatsApp: (+84) 337 926 405; WeChat: (+84) 337 926 405 (ID: pouniverse) for complimentary consultation and comprehensive, efficient, and accurate legal services.
In addition, Dai Quang Minh Company provides a wide range of services, including sub-licenses, business registration, investment, foreign labor, and ongoing legal advisory services for both domestic and foreign enterprises.
Contact:
- Zalo: 0932.191.299
- Gmail: info@quangminhlawfirm.com
- Viber: (+84) 337926405/ (+84) 869672216
- WhatsApp: (+84) 337926405/ (+84) 869672216
- Wechat: (+84) 337926405 (ID: _pouniverse)/ (+84) 869672216 (ID: DQM_Verna)
- Telegram: (+84) 337926405/ (+84) 869672216
During the course of operations, should you have any questions or require any assistance, please contact Dai Quang Minh Company. We are always ready to provide support and accompany you throughout the process of construction, operation, and development.
We wish you sustainable development and breakthrough success.
Sincerely thank you./.
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