Ever wondered how to get into Vietnam’s most promising, yet regulated, business sectors? While the country is opening its doors to foreign investors, getting in requires more than just registering a company. It needs the right set of keys. specifically, the right business licenses. For over 15 years, I’ve guided FDI brands and investors through the complexities of ASEAN market entry. I’ve seen firsthand that in Vietnam, the right license isn’t just a piece of paper; it’s your ticket to market access and long-term success.

Key Points

• Under Investment Law  2020 Article 24 and Enterprise Law 2020 Art 27, a "Business License" (or sector‑specific permit) is a post‑ERC/IRC requirement for ‘conditional’ activities—granting the legal right to operate in regulated sectors beyond mere company registration.
• These licenses are mandatory for foreign-owned companies operating in “conditional” sectors like retail, trading, food and beverage, education, and logistics. In some industries like banking, insurance, telecommunications, real estate and education, additional licenses may be required beyond the standard business license to ensure sector-specific compliance (Per Investment Law 2020 App I).
• The application process involves multiple government bodies, from the Department of Planning and Investment (DPI) to the Ministry of Industry and Trade (MOIT), which can extend timelines significantly.
• Licensing requirements and procedures vary depending on the business sector, ownership structure and specific business activities.
• Multiple permits may be required for legal compliance, not just the business license. Costs include government fees and legal advisory fees and sometimes a minimum capital investment depending on the business activity.
• Common mistakes include incomplete documentation and a vague business scope which can lead to long delays or rejection.

Vietnam Welcomes Foreign Business. If You’re Licensed Right

Why licensing is important for regulated sectors

Vietnam’s government has cleverly opened the economy while protecting local industries. This is done through a system of “conditional” investment sectors. Businesses in sectors like banking, insurance, telecommunications, real estate and education need additional approvals from relevant authorities. If you want to operate in retail, trading or financial services, just forming a company isn’t enough.

Many sectors require industry-specific licenses in addition to general business registration to meet legal requirements and avoid operational risks. You need to get a specific Business License to legally do business. Think of it this way: your company registration (ERC/IRC) builds the car, but the Business License is the permit that lets you drive it on certain restricted roads. It’s essential to comply with local laws when getting licenses and operating in Vietnam as local regulations directly impact business formation and ongoing operations.

Who this guide is for: FDI brands, investors, consultants and operators

This guide is for the bold players. the FDI brands planning a retail rollout, the investors eyeing the booming F&B scene and the consultants advising clients on market entry. You know that success in a regulated market requires a plan and you’re looking for the strategic insight to execute it perfectly. Navigating the licensing process is key to achieving your business goals in Vietnam and aligning with your overall strategy.

Viettonkin’s legal and cross-sector licensing experience

My team at Viettonkin has been in the trenches, securing licenses across dozens of sectors. We’ve seen the process from every angle and know the unwritten rules and expectations of different government departments. We prepare comprehensive application dossiers. We emphasize the importance of gathering and organizing all necessary documents to ensure compliance with Vietnamese authorities and a smooth application process. Our experience is your advantage, turning potential regulatory roadblocks into a clear path forward.

When is a Business License required in Vietnam?

Foreign-owned companies in conditional sectors

The rule of thumb is this: if your business activity is on Vietnam’s list of “conditional investment sectors” for foreign investors, you need a Business License. A foreign investor must comply with specific licensing requirements and get the necessary permits, such as an Investment Registration Certificate (IRC), especially when operating in conditional sectors.

Foreign ownership and foreign investment levels can affect the type of licenses and approvals required, such as the need for an Investment Registration Certificate (IRC) when foreign ownership exceeds certain thresholds. These sectors often require government appraisal to ensure they align with national development plans and legal frameworks. This includes a wide range of activities, from distributing goods to running a school.

ERC, IRC and specialized licenses

This is the most common point of confusion for new investors. Let’s break it down:

• Investment Registration Certificate (IRC): This certifies your specific investment project. It details who you are, how much you’re investing and what your project objectives are. The business model is a key component reflected in investment documents and can influence the type of licenses required.
• Enterprise Registration Certificate (ERC): This officially creates your legal entity (e.g., your LLC or JSC). It’s your company’s birth certificate and serves as your business registration certificate.
• Business License (or Sub-license): Following Article 36 of Investment Law 2020 and Article 27 of Enterprise Law 2020, you must first obtain an IRC (MPI), then an ERC (DPI), and only thereafter submit your Business License application to the relevant sectoral authority.

The process involves submitting a license application, registering the business and getting the business registration certificate before applying for any specialized business licenses.

A guide from Kelmer Group for foreign investors states that getting the ERC is the first step in establishing your legal presence before you can even start the process for these specialized permits.

What types of Business Licenses are there in Vietnam?

Licenses are tied to specific activities and are often managed by different government bodies. Business licenses in Vietnam are issued in several forms and the requirements vary depending on the business structure and sector.

Getting the right business license is essential to start and maintain legal business operations in Vietnam.

Trading license (import/export + wholesale rights)

Under Decree 09/2018 Article 4, importers/distributors must hold a Trading License (import + wholesale). This is one of the most sought-after licenses for foreign distribution companies looking to tap into Vietnam’s supply chain. . For direct-to-consumer (B2C) sales, a separate Retail License is required. This license depends on having a valid storefront address, and the application process becomes more detailed if you plan to open more than five locations. Be sure your lease agreement complies with official criteria before applying.

Retail license for B2C sales (including ecommerce)

To sell directly to consumers, whether through a physical store or an ecommerce website, you need a retail license. A valid business address, such as an actual office or leased space, is usually required to get a retail license in Vietnam. This process can be complex, sometimes requiring an Economic Needs Test (ENT) for subsequent outlets, although this requirement has been eased under recent trade agreements.

Service-based licenses (education, travel, fintech, etc.)

The service sector is very diverse and so are its licenses. Each service sector has its own regulations that dictate the licensing process and compliance requirements. An English language center needs an education license from the Department of Education and Training. A travel agency needs a tourism license. A fintech company will fall under the State Bank of Vietnam and the Ministry of Information and Communications (MIC).

F&B licensing (restaurants, bars, cloud kitchens)

Opening a restaurant or bar requires a specific F&B license, in addition to certificates for food safety and hygiene, fire safety and environmental protection. Compliance with regulations related to natural resources and environmental protection, overseen by the Ministry of Natural Resources and Environment, is also required for F&B businesses.

Required Documents and Legal Process

Standard package: IRC, ERC, lease, capital proof, translated charter

While requirements vary slightly by sector, the core application package for a Business License usually includes:

• Your company’s IRC and ERC.
• A valid office/location lease agreement.
• An explanation of financial capacity (e.g., a bank statement or audited financial report). Depending on the business type, you may also need to provide proof of registered capital, charter capital and evidence of capital contribution.
• Your company charter.

Per Decree 31/2021 Art 6 and Circular 01/2021 (OSS‑RBA), your license dossier must include: notarized & Vietnamese‑translated IRC/ERC, lease, capital proof, company charter—electronically via OSS where available, or on‑site at the licensing agency.

Licensing authorities: DPI, DOIT, MOIT, MIC, depending on activity

It’s not a single-window process. You’ll need to go to multiple agencies and your business license application will be reviewed and approved by the licensing authority and other relevant authorities for your industry:

• Department of Planning and Investment (DPI): Your starting point for the IRC/ERC.
• Department of Industry and Trade (DOIT): The local body that handles retail and trading licenses.
• Ministry of Industry and Trade (MOIT): The national body that oversees the DOITs and may be involved in complex cases.
• Other Ministries (MIC, Education, Health): For specialized service licenses.

Timeline: 3–6 weeks (best case), 8–12 (complex cases)

Be realistic about your timeline. Per Decree 25/2022, single‑agency licenses (e.g. Trading License) must be issued within 20 working days; multi‑agency (e.g. Retail + ENT) can take up to 45 working days, with ministerial escalations capped at 60 days total. The timeline for license approval varies by business sector, license type and complexity of application.

How Much Does a Vietnam Business License Cost?

Government fees by license type

The official government application fees are very low, from a few hundred thousand to a few million VND (around $15 to $200 USD). This is the smallest part of your total cost.

Legal advisory, translation, notary and compliance services

The majority of your cost will be for professional services. Engaging a qualified law firm or consultant is a crucial investment to ensure your application is prepared correctly and to manage the process with the authorities. This is a clear case of “measure twice, cut once.” Working with professionals also ensures compliance with all legal and regulatory requirements.

Capital requirements by activity

While not an official “fee,” many conditional sectors require you to show a certain level of investment capital. For example, while not written in law, authorities often expect to see a proposed capital of at least $10,000 - $25,000 USD for a simple trading or F&B setup to deem it a “serious” project.

Minimum capital requirements may also vary depending on whether you are setting up a joint venture, limited liability company or joint stock company, as each business structure in Vietnam can have different capital thresholds and regulatory expectations.

Common Delays and Licensing Pitfalls

Incomplete documentation, vague business scope, missing lease

The most common reason for rejection is administrative error. As mandated by Decree 31/2021 Art 6 and OSS‑RBA, any missing item—KBLI mismatch, unclear scope, lack of mandatory lease template—leads to instant OSS rejection or an ‘Incomplete’ notice with a 5‑day re‑submission window; failure voids your filing and restarts processing time.

MOIT/DOIT feedback loops and multi-level approval

The back-and-forth between different government departments can cause significant delays. An officer at the local DOIT might have a question that requires clarification from the national MOIT, adding weeks to the timeline. This is where having an experienced advisor who can anticipate these questions becomes a game-changer.

Post-License Requirements and Reporting

FDI compliance: quarterly/annual investment reports

Your reporting duties don’t end once the license is issued. As a foreign-invested enterprise (FIE), you must submit regular reports on your investment implementation and financial status to the relevant authorities. Regular submission of financial statements is also required as part of ongoing compliance.

Financial reporting, tax code updates, licensing renewals

You must maintain a Vietnamese-compliant accounting system and undergo an annual audit. All tax matters, including registration, updates and compliance, must be registered and reported to the tax department. Your tax registration may need to be updated to reflect your new licensed activities. Some licenses may also have expiration dates and require renewal.

Adding new business lines or branches. When to relicense

If you want to expand your activities into another conditional sector or open a new branch, you will likely need to amend your existing licenses or apply for new ones. Expanding your business may also involve setting up a branch office or representative office, each with its own licensing requirements. As a legal insight from the Duane Morris Vietnam blog might suggest, any change to your operational scope requires a careful review of your licensing obligations to ensure you remain compliant.

Case Scenarios. How Licenses Vary by Sector

Ecommerce firm: ERC + IRC + retail license + MIC notification

An ecommerce company needs its foundation IRC and ERC. The business name reservation and registration process can be completed through the national business registration portal, which streamlines the submission of registration applications online. Opening bank accounts is a crucial step for managing transactions and remittances. It then needs a retail license to sell goods and finally, it must register its website or app with the Ministry of Information and Communications.

Food franchise: F&B license + hygiene + fire code + staff registration### Foreign company: ERC + IRC + retail license + MIC notification

A foreign company needs its foundation ERC and IRC. Business name reservation and registration can be done through the national business registration portal which allows online submission of registration applications. Opening a corporate bank account is crucial for managing transactions and remittances. Then it needs a retail license to sell and finally MIC notification for its website or app.

Food franchise: F&B license + hygiene + fire code + staff registration

A foreign food franchise needs a cascade of licenses: the main F&B license, food safety and hygiene certificate, fire safety certificate for the premises and all staff must have health checks. Staff registration must be done with the local labor office to comply with labor regulations. Setting up a corporate bank account is essential for the franchise’s financial operations.

EdTech platform: MIC registration, license and data compliance

An EdTech platform delivering educational content would likely need a license from both Ministry of Education and Ministry of Information and Communications, plus compliance with Vietnam’s data privacy and localization laws.

If the EdTech platform is a subsidiary, it may also need to show its relationship with the parent company during the licensing process. Foreign currency accounts are necessary for remitting profits and managing cross-border transactions, for efficient financial operations for foreign investors.

Viettonkin Simplifies Vietnam Business Licensing

Entity setup + sector license + advisory under one roof

We offer a one-stop-shop solution. We handle your company setup and then manage the entire business licensing process, ensuring every step aligns with your business goals. As part of our services, we advise on capital contribution requirements for different business structures, help you understand the initial investment process and legal obligations. You have one partner for the whole journey.

Track record in retail, tech, services and cross-border entry

We have a proven track record of getting licenses for clients in the most competitive and complex sectors. Whether it’s a multi-site retail rollout or a cutting-edge fintech platform, we have the expertise to get it done.

Case study: helping a regional ecommerce brand license and expand in 8 weeks

We recently helped a major regional ecommerce player with their Vietnam entry. By preparing their application meticulously and proactively engaging with DOIT and MOIT, we got their full retail and trading licenses in under 8 weeks, allowing them to launch ahead of schedule.

Get Licensed Right. Build with Confidence

Reframe: licensing is a market access strategy, not just a rule

Don’t see licensing as a bureaucratic hurdle. See it for what it is: a strategic investment in securing your legal right to operate and grow in one of the world’s most dynamic economies. When you get licensed the right way, you build your business on a foundation of confidence and resilience.

Schedule a Vietnam license assessment and timeline review

Ready to get licensed? Strategic thinking turns obstacles into opportunities. Book a Vietnam license assessment and timeline review with us today. Let’s get started.

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