HOW TO OPEN A RETAIL STORE IN VIETNAM: A LEGAL GUIDE FOR FOREIGN INVESTORS

Vietnam’s retail market continues to attract strong interest from foreign investors thanks to its growing consumer base, rapid urbanization, and expanding demand for modern trade formats. From specialty shops and branded stores to convenience outlets and lifestyle retail chains, Vietnam offers significant opportunities for market entry and long-term expansion.

However, opening a retail store in Vietnam is not simply a matter of renting premises and registering a company. Depending on the ownership structure, the goods to be sold, and the number and location of stores, a foreign investor may need to navigate multiple legal layers, including market-access rules, investment procedures, enterprise establishment, business licensing, and retail-outlet licensing. In some cases, additional sub-licenses may also be required for sector-specific products such as alcohol, tobacco, food, cosmetics, or products subject to specialized management.

Prospective clients seeking assistance for opening a retail store in Vietnam are kindly invited to contact Dai Quang Minh Law Firm 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 Law Firm 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. UNDERSTANDING THE LEGAL MODEL OF A RETAIL STORE IN VIETNAM

One of the first legal questions is whether the proposed business is merely a standard retail operation or a retail model involving regulated goods or additional business activities. In practice, not all “stores” are treated the same. A fashion shop, gift store, homeware store, or electronics outlet may follow a relatively straightforward retail structure, while a store selling alcohol, tobacco, food products, cosmetics, or other regulated goods may trigger further licensing and compliance requirements.

For foreign investors, the analysis begins with market access. Under the Law on Investment 2025, foreign investors generally enjoy the same market-access conditions as domestic investors unless the business line falls within Vietnam’s list of sectors with foreign-investor market access restrictions. Decree 96/2026/ND-CP further details the principles for applying those market-access conditions. In other words, retail is possible in Vietnam for foreign investors, but the exact legal route depends on what is being sold, how the investment is structured, and whether any treaty-based or sector-specific restrictions apply.

This distinction is important because many investors mistakenly assume there is a single “retail store license.” In reality, Vietnam regulates retail operations through a combination of investment registration, enterprise registration, business licensing for goods distribution, and licensing for the establishment of retail outlets.

II. SETTING UP A COMPANY TO OPERATE A RETAIL STORE IN VIETNAM

As a general rule, a foreign investor wishing to open a retail store in Vietnam will first need to establish or acquire a lawful business vehicle. In many cases, the practical route is to establish a foreign-invested company in Vietnam and then obtain the licenses required for retail distribution and store operation. Depending on the business model, this often involves first obtaining an Investment Registration Certificate (IRC), followed by an Enterprise Registration Certificate (ERC).

The company’s registered business lines must be drafted carefully from the outset. This is especially important for foreign investors because the business scope shown in the licensing records must align with the intended retail activities. If the company later wishes to expand into additional business lines, amend its product categories, or add stores in new locations, further procedural work may be needed.

In practice, investors should also review the legal feasibility of the lease location before completing corporate setup. A legally registered company alone does not guarantee that a proposed store location will qualify for licensing, especially where the premises are unsuitable from a planning, fire safety, building management, or sector-compliance perspective.

WHY CHOOSE DAI QUANG MINH LAWFIRM

With years of practical experience in legal consulting, Dai Quang Minh Law Firm 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 Law Office:

Human Resources: Established in September 2009, with over 15 years of practical experience, Dai Quang Minh Law Firm brings together a team of lawyers and legal experts with long-standing expertise in private economic groups nationwide.

Consulting Policy: Clients are gifted a completely free legal consulting package when using services at Dai Quang Minh Law Firm.

Professionalism and Experience: Dai Quang Minh Law Firm has a workforce with in-depth knowledge of business formation, ensuring a swift and accurate consulting process.

Time-Saving: Using Dai Quang Minh Law Firm's services helps you save precious time as we handle the entire process and related procedures.

Legal Insight: Dai Quang Minh Law Firm 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 Law Firm has built a reputation for providing affordable business setup consulting to many enterprises and individuals nationwide.

Confidentiality Assurance: Dai Quang Minh Law Firm is committed to the absolute protection of your personal and business information.

Detailed Support: Dai Quang Minh Law Firm 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 Law Firm 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. CORE LICENSES AND APPROVALS COMMONLY REQUIRED FOR A RETAIL STORE

After the investment and enterprise structure is in place, the next step is identifying the operational approvals required for the specific store model. A foreign-invested retail business in Vietnam may need several layers of licensing rather than one standalone permit. The exact package depends on the goods sold, whether the store is the first outlet or an additional outlet, and whether the business involves regulated products.

3.1. Investment Registration Certificate and Enterprise Registration Certificate

For most direct-investment structures, a foreign investor will first need an Investment Registration Certificate for the project and then an Enterprise Registration Certificate for the company. These documents form the legal basis for the foreign-invested enterprise’s existence and business presence in Vietnam.

3.2. Business License for retail distribution activities

Under Decree 09/2018/ND-CP, a foreign-invested economic organization must obtain a Business License in order to exercise the right to retail goods in cases covered by that decree. This is one of the core approvals for foreign-invested retail operations and should be built into the licensing roadmap from the beginning.

3.3. License for establishment of a retail outlet

In addition to the Business License, a foreign-invested retail company must generally obtain a License for Establishment of Retail Outlet in order to open a physical store. Decree 09/2018/ND-CP states that licenses for establishing retail sales outlets are granted to foreign-invested economic organizations to establish retail outlets, and it also allows simultaneous filing for the first outlet together with the Business License when the first outlet is located in the same province or centrally run city as the company’s head office.

For the first retail outlet, the company must generally show a financial plan, have no overdue tax debts if it has been operating in Vietnam for one year or more, and ensure that the store location conforms with the relevant planning of the geographical market.

3.4. Economic Needs Test (ENT) for additional outlets, where applicable

For the second and subsequent outlets, Vietnam may require an Economic Needs Test, unless an exemption applies. Under Decree 09/2018/ND-CP, ENT is generally required for retail outlets beyond the first one, except where the new outlet is under 500 square meters, located in a trade center, and is neither a convenience store nor a mini-mart. The decree also sets out ENT criteria such as the affected geographical market, the number of existing outlets, market stability, traffic, environmental sanitation, fire prevention and fighting, and socio-economic contributions.

This point is especially important for investors planning chains, franchise-style expansion, or multi-store retail models.

3.5. Sector-specific sub-licenses and compliance

Depending on the products sold, additional approvals may be required. For example, alcohol retailing, tobacco retailing, food business activities, fire prevention compliance, product labeling, product declaration, or consumer-protection obligations may all become relevant depending on the store concept. Decree 09/2018/ND-CP itself recognizes that conditional business sectors require full satisfaction of the relevant conditions in addition to the basic retail licensing framework.

IV. KEY OPERATING OBLIGATIONS AFTER LICENSING

Obtaining the initial licenses is only part of the legal picture. A retail operator must also comply with ongoing legal obligations during operation. These may include tax compliance, invoice issuance, labor compliance, consumer-protection rules, product-origin and labeling requirements, lease compliance, and any sector-specific rules tied to the goods being sold. For stores selling regulated products, operational compliance can be just as important as initial licensing.

In practice, one of the most common legal mistakes is to focus only on company setup while underestimating site feasibility and day-to-day compliance. A strong retail concept may still encounter delays if the premises do not match the licensing dossier, if the actual product categories differ from the approved business scope, or if specialized sub-licenses are overlooked.

V. PRACTICAL LEGAL CONSIDERATIONS BEFORE OPENING A RETAIL STORE

Before signing a lease or investing in interior fit-out, foreign investors should review several practical legal issues.

First, the proposed business model should be classified correctly. A general merchandise shop, a specialty boutique, and a food-oriented convenience store may follow different compliance pathways in practice.

Second, the lease should clearly permit retail use and should be reviewed for licensing compatibility. The legal right to use the premises is a core element in investment and retail-outlet applications. Decree 09/2018/ND-CP expressly requires documents relating to the location of the retail outlet and a written explanation covering the store location, business plan, and financial plan.

Third, investors should carefully assess whether the project is structured for a single first outlet or a multi-store rollout. This is important because the first outlet and later outlets are not treated identically, and additional outlets may trigger ENT review unless they fall within the exemption.

Fourth, foreign investors should confirm early whether the goods to be sold fall within ordinary retail goods or regulated product lines. This issue often determines whether the project can proceed smoothly or whether extra licensing work will be needed before launch.

Prospective clients seeking assistance with procedures for opening a retail store in Vietnam are kindly invited to contact Dai Quang Minh Law Firm 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 Law Firm 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