A retail license Vietnam regulators issue is separate from the business licence and is granted outlet by outlet. Foreign retail groups routinely underestimate this, plan a ten-store rollout on a single approval, and discover that each site carries its own application, its own lease requirement and, beyond the first, its own economic needs test.
This guide sets out the five rules that determine how fast a foreign retail chain can actually open stores in Vietnam.
Retail License Vietnam: Two Licences, Not One
The company first needs a business licence authorising retail sale of goods under Decree 09/2018/ND-CP. It then needs a separate licence for the establishment of each retail outlet. The two are applied for together for the first store and separately thereafter.
The business licence attaches to the company; the retail license Vietnam authorities grant attaches to the premises. Closing and relocating a store therefore requires a new outlet licence rather than an amendment, which is why site selection should be treated as a legal as well as a commercial decision.
Retail License Vietnam: The First Outlet Exemption
The first retail outlet is exempt from the economic needs test. This is the single most valuable planning point for a new entrant, because it means the first store can open on the same timeline as the business licence.
Groups therefore choose the first site for speed and visibility rather than for scale, and use the operating period of that store to build the trading history that supports subsequent applications. Attempting to open three stores simultaneously as a market entry strategy usually costs more time than it saves.
Retail License Vietnam: The 500 Square Metre Rule
An outlet of less than five hundred square metres located inside a shopping centre that has been planned and completed in accordance with construction planning, and which is not a convenience store or mini supermarket, is also exempt from the economic needs test.
This exemption drives the mall-first strategy adopted by most international fashion, cosmetics and food and beverage brands entering Vietnam. It also explains why convenience store formats, expressly excluded, face the slowest approval path of any retail model.
Retail License Vietnam: Treaty-Based ENT Exemptions
Investors entitled to rely on the CPTPP, EVFTA, UKVFTA or the Vietnam–UAE Comprehensive Economic Partnership Agreement benefit from commitments to eliminate the economic needs test, subject to each agreement’s conditions and phase-in.
Entitlement is assessed at the level of the direct investor, so a European brand investing through a jurisdiction outside the agreement loses the benefit. Where a rollout is planned, holding company location should be settled before the first application, not after the third refusal. Our note on market access and WTO commitments explains the analysis.
Retail License Vietnam: Dossier and Lease Requirements
Each outlet application requires the lease or memorandum of lease, documents evidencing the landlord’s title and the lawful use of the premises for retail, the outlet business plan, financial statements, confirmation of no overdue tax, and the economic needs test submission where the exemptions do not apply.
Landlord documentation is the usual bottleneck. Leases in mixed-use developments frequently lack the construction completion and fire safety documents the authority expects, so these should be requested during lease negotiation and made a condition precedent to the lease itself.
Retail License Vietnam: Sequencing a Rollout
The efficient sequence is: incorporate with retail among the registered lines; apply for the business licence and first outlet licence together; open using the first-outlet exemption; then file subsequent outlets in batches, prioritising mall locations under five hundred square metres.
Where a treaty exemption is available, the constraint largely disappears and the rollout becomes a leasing exercise. Where it is not, plan on eight to twelve weeks per non-exempt outlet and build that into the store opening calendar. Our trading licence guide covers the company-level licence.
Retail License Vietnam: Budgeting Time and Cost
A retail license Vietnam programme should be budgeted per site rather than per company. The company-level business licence is a one-off, but each outlet carries its own application, its own landlord documentation and, where the exemptions do not apply, its own economic needs test submission assessed by a provincial council.
Plan on four to six weeks for an exempt outlet and eight to twelve weeks for one requiring the test, and treat landlord documentation as the critical path in both cases. Groups that negotiate the delivery of construction completion, fire safety and title documents into the lease itself consistently open faster than those that request them after signing, and the difference over a ten-store rollout is commonly a full quarter of trading.
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 online retail need an outlet licence?
No outlet licence, but the business licence must cover retail and e-commerce activity. See our e-commerce licensing note.
Can a franchisee avoid the licence?
A Vietnamese-owned franchisee operating its own stores is not a foreign-invested company and is outside the regime, which is why franchising is a common entry route.
How long is an outlet licence valid?
It is tied to the lease term of the premises and is renewed with the lease.
What happens if a store opens before licensing?
Administrative penalties apply and the authority may suspend operation, which is materially more disruptive than a delayed opening.
Plan Your Vietnam Rollout
IVLF Advisors structures retail entry, secures business and outlet licences, reviews leases for licensing compliance, and sequences rollouts around the available exemptions. See also our market entry service and the procedures published by 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.
