A trading license Vietnam authorities call a business licence is the sub-licence that lets a foreign-invested company buy and sell goods in Vietnam. The enterprise registration certificate alone does not confer that right, and applying for it late is one of the most common reasons a launch slips by two or three months.
This guide explains when the licence is required, how the economic needs test works, which investors are exempt, and what the draft replacement decree circulated in late 2025 would change.
Trading License Vietnam: When It Is Required
Under Decree 09/2018/ND-CP a foreign-invested company needs a business licence to carry out the retail sale of goods, wholesale of certain controlled goods such as oil, lubricants, rice, sugar, recorded items and books, commercial franchising, goods leasing, commodity trading and logistics, and e-commerce trading activities.
Ordinary wholesale of most goods, and export and import activities, do not require the licence provided the goods are not on the controlled list. A common structuring answer is therefore to launch on a wholesale and import model, then add retail once the trading license Vietnam application has been granted.
Trading License Vietnam: Which Authority Grants It
The provincial Department of Industry and Trade grants the licence, with the opinion of the Ministry of Industry and Trade required for goods and activities where Vietnam has not committed to open the market. Where the company sits inside an industrial park or economic zone, the management board is involved in the location aspects.
Statutory processing under Decree 09/2018/ND-CP is measured in working days once the file is complete, but consultation with the specialised ministry commonly adds four to eight weeks. Building this into the launch plan is essential.
Trading License Vietnam: The Economic Needs Test
Establishing a retail outlet beyond the first one triggers the economic needs test, an assessment of the number of existing outlets, market stability, population density and the scale of the proposed outlet in the relevant geographic area. The test is applied by a provincial council and is discretionary in practice.
The first retail outlet is exempt, as are outlets under five hundred square metres located in a planned shopping centre and not classified as a convenience store or mini supermarket. Retail chains therefore plan their first three sites around these exemptions rather than around commercial preference alone.
Trading License Vietnam: Treaty Exemptions from the ENT
Investors entitled to rely on the CPTPP, the EU–Vietnam Free Trade Agreement, the UK–Vietnam Free Trade Agreement or the Vietnam–UAE Comprehensive Economic Partnership Agreement benefit from commitments to remove the economic needs test, subject to the phase-in and conditions of each agreement.
Entitlement is tested at the level of the direct investor, so holding company jurisdiction determines whether the exemption is available. Our note on WTO commitments and market access explains how to select the most favourable instrument and what evidence the file needs.
Trading License Vietnam: The 2026 Draft Replacement Decree
A draft decree replacing Decree 09/2018/ND-CP was circulated for comment in late 2025. As drafted it would remove the economic needs test for investors from treaty partners where Vietnam has committed to eliminate it, shorten processing to fifteen to twenty working days in defined cases, and transfer licensing authority from the Ministry of Industry and Trade to provincial People’s Committees.
Until the replacement is promulgated, Decree 09/2018/ND-CP continues to apply in full. Investors with flexible timing on a retail rollout should watch the position, because the difference between the current and proposed regimes is material for chains.
Trading License Vietnam: Dossier and Conditions
The dossier includes the application, an explanation of the conditions satisfied, the business plan, financial statements or evidence of financial capacity, confirmation of no overdue tax, and the investment and enterprise registration certificates. Retail outlet applications add the lease, location documents and the economic needs test submission where applicable.
Two conditions cause most refusals: unpaid tax at the filing date, and a business plan that does not match the registered business lines. Both are avoidable with a pre-filing review. Our guide to the IRC and ERC procedure sets out the underlying registrations.
15 Things to Prepare Before Setting Up an FDI Company in Vietnam
A four-page pre-filing checklist covering structure and market access, capital and the DICA account, licensing and legalisation, work permits, and tax. Current to July 2026, including Decree 96/2026/ND-CP, Decree 219/2025/ND-CP and Decree 236/2025/ND-CP.
Frequently Asked Questions
Does a manufacturer need a trading licence?
Not to sell its own manufactured products. It does need one to distribute goods it has purchased, which is a common second-phase requirement.
Is e-commerce covered?
Yes, where the company sells goods online to consumers in Vietnam. See our note on e-commerce licensing.
How long is the licence valid?
It is granted for a defined term stated in the licence and is renewable, with retail outlet licences tied to the term of the outlet lease.
Can the licence be amended for new goods?
Yes, by amendment application, which reopens the specialised ministry consultation where the new goods are controlled.
Get Your Trading Licence
IVLF Advisors structures the entry model to minimise sub-licence exposure, prepares the business licence and retail outlet applications, and manages the specialised ministry consultation. See also our company incorporation service and the official procedures of the Ministry of Industry and Trade. Contact our team.
This article is provided for general information only and does not constitute legal advice for any specific case. Regulations may change – please consult a qualified professional before acting. Should further analysis be required, please contact one of our lawyers below.
