First retail location
Check the outlet licence and the relevant Business Licence before opening.
Retail outlet establishment licence for FDI companies
Plan a first or additional retail location, assess whether an economic needs test applies and prepare the outlet-specific licence for a foreign-invested company.
START WITH THE RIGHT ROUTE
Two licences, different questions
A Business Licence concerns specified goods trading or related activities by a foreign-invested economic organisation. A retail outlet establishment licence concerns a particular physical retail location. Holding one does not automatically grant the other. The proposed goods, retail method and foreign ownership should be checked before signing the premises agreement.
The first outlet and later outlets may follow different review routes. Changes to an existing store or an injection of foreign capital into a business that already runs stores can also require reassessment.
KEY DECISIONS
Four common outlet scenarios
Second or later outlet
Determine whether an economic needs test applies to the proposed site.
Existing store changes
A move, expansion or format change may affect the approved outlet details.
Foreign capital added
A domestic retailer receiving foreign investment should reassess its licensing position.
PRACTICAL GUIDANCE
Does the economic needs test apply?
An economic needs test (ENT) can apply to additional outlets, subject to statutory exceptions. Do not assume that every second store requires ENT or that a small shop is automatically exempt: location, size, business model and the current decree matter.
Where ENT is required, the explanation addresses the local retail market and the proposed outlet against the legal criteria. We map the correct category before preparing financial or site evidence.
PRACTICAL GUIDANCE
Conditions and dossier
Check the company’s tax position, available finance, business plan and the legal suitability of the site. Under Decree 342/2026/ND-CP, the dossier includes the prescribed request and explanation, enterprise and investment records, a five-year business plan and outlet documentation; ENT material is added where applicable.
Lease rights, building use, fire safety and specialised goods approvals can affect the ability to operate even when the outlet licence is granted. Their relevance depends on the actual store.
HOW WE WORK
How we support the application
We classify the retail activities and each location, confirm the Business Licence and outlet-licence sequence, review tax and finance evidence, prepare the location and ENT analysis, file and address authority questions. On receipt, we verify the licensed site and scope and identify remaining operating steps.
Timing varies with ENT, consultations, completeness of premises documents and local processing. The quote separates the core outlet filing, ENT work where required, official charges and third-party costs.
A CLEAR SEQUENCE
From initial review to the next decision
- Identify the retail activityClassify the company’s retail activities and each proposed store.
- Check the outlet and ENT positionCheck the Business Licence, site, tax position and ENT category.
- Prepare site and financial evidencePrepare the business plan, premises evidence, explanations and application.
- File and activate the outletFollow consultations, verify the outlet licence and plan opening compliance.
PRACTICAL GUIDANCE
Current legal framework
Decree 342/2026/ND-CP took effect on 18 October 2026 and is the current starting point for goods trading and related activities of foreign investors and foreign-invested economic organisations. The company’s investment approvals, sector restrictions and current local administrative procedure must also be checked.
BEFORE YOU FILE
ENT: the decision is outlet-specific
An economic needs test may apply to an additional retail outlet unless a current legal exception is available. The outlet number alone does not settle the question: site, area, format and the current statutory criteria must be reviewed.
| Route | What to check |
|---|---|
| Without ENT | Whether the outlet fits a statutory exclusion; other licence conditions still apply. |
| With ENT | Prepare the market and location explanation against the legal criteria. |
BEFORE YOU FILE
Conditions and documents
The file combines the prescribed request with the enterprise and investment records, tax position, premises evidence, a five-year business plan and any ENT explanation. A retail licence does not resolve every building or goods-specific permission.
Finance
Support the business plan and available funding.
Tax
Check whether the company has overdue tax obligations.
Premises
Confirm lawful site use and store details.
Specialised goods
Identify separate permissions for regulated product categories.
BEFORE YOU FILE
Time, cost and common causes of delay
Consultation and ENT, incomplete site documents, inconsistent goods categories and tax or finance evidence can lengthen the process. We give a case-specific schedule and separate the core licence work from ENT and outside costs.
INITIAL REVIEW
What to send for the first review
These copies help us identify the route and a realistic scope. We will specify originals, authentication and translations after checking the case.
- Company IRC/ERC, ownership profile and current Business Licence if held.
- Goods categories, store format, floor area and proposed retail address for each location.
- Current and planned store list, lease and evidence of lawful site use.
- Tax position, funding evidence and the proposed five-year business plan.
Questions before you proceed
Is a Business Licence enough to open a store?
No. An outlet-specific establishment licence may also be required.
Does the first store need ENT?
The first outlet is generally assessed differently, but its other licensing conditions still apply.
Can one licence cover several stores?
The outlet licence is tied to the approved location. Each proposed site should be assessed separately.
What goes into an ENT explanation?
It addresses the proposed location and retail market against the legal criteria, supported by suitable financial and site information.
How long will the outlet application take?
The route with or without ENT, consultations and quality of the site and finance records determine the timetable.
Can the Business Licence and outlet licence be planned together?
Yes, the work can be coordinated, but the correct legal sequence and filing requirements must be checked.
What if a store opens without the required licence?
The company may face regulatory action and operating disruption. Review the existing facts promptly rather than assuming a later filing cures them.
LEGAL FRAMEWORK
Legal and procedure references
The requirements, authority and current procedure must be checked for the facts and filing date of each case.
NEXT STEP
Discuss the facts before choosing a filing route
Send the current documents, proposed change and timing. We will identify the initial questions and agree the scope of work.