VietnamWhen an FDI trading company needs a business licence
In plain termsThe ERC (Enterprise Registration Certificate) registers the company. A business licence (giấy phép kinh doanh) under Decree 09/2018 is a separate permission for certain trading, distribution, and retail activities. Foreign-invested companies hit this gate more often than local traders expect.
Start here — three checks
- List activities you will actually perform in Vietnam: import, wholesale, retail, e-commerce, after-sales
- Match that list to Decree 09 triggers. Do not stop at “our HS codes are normal.”
- If a trigger fires, sequence the business-licence file before the first in-scope invoice
Decision map
| Signal | Lock now | If skipped |
|---|---|---|
| Pure import for re-export or sale to other licensed traders only | Document why Decree 09 business licence is not triggered. Keep operations inside that box. | Sales staff drift into retail and you discover the licence gap after customs is already busy. |
| Domestic distribution of goods that Decree 09 treats as licensed | Put the business licence on the critical path with IRC/ERC, not after the warehouse is leased. | Goods sit in Vietnam with no lawful domestic sale path. |
| Retail to end users, including a showroom that takes payment | Treat retail-outlet licensing and ENT (economic needs test) as extra doors, not as “the same form.” | You obtain a trading licence mindset and still cannot open the shop. |
| Goods are conditional even if the channel looks like wholesale | Stack product permits (food, pharma, cosmetics, and similar) beside the Decree 09 licence question. | The business licence debate hides the real product-class refusal. |
| ERC lines already include distribution “in case we need it” | Either licence that scope or delete it from the operating plan. Lines on ERC are not a licence. | Inspectors read the ERC as intent; you have no supporting permission. |
Common wrong movesWhere people lose time on this exact question.
- Treating ERC business lines as the Decree 09 business licence.
- Starting domestic sales while the licence file is “in translation.”
- Ignoring product-class permits because the trading structure looked simple.
If this fails, do this nextRecovery order — not a generic legal memo.
- Stop the in-scope domestic activity until the trigger analysis is written down.
- File the business licence or narrow operations back to a non-triggered model.
- If a shop is the real model, open the retail-outlet / ENT sequence instead of forcing a trading-only story.
Published gapWhat we do not invent on this page.
Decree 09 trigger points are activity- and goods-based. We do not publish a fake universal “always / never” for every HS code. Your lock is the activity list plus the goods class.
Common questions
When is a business licence required for FDI trading in Vietnam?
When the actual activity hits Decree 09 gates — commonly certain distribution and retail of goods, not merely having “import-export” on the ERC. Map buyers and goods before you invoice.
Is the ERC enough to start selling imported goods locally?
Not if the sale is domestic distribution or retail that the decree licences separately. Customs clearance of an import does not finish that analysis.
Do I need a business licence for every foreign-owned trading company?
No. Some pure trading models stay outside the licence trigger. The error is assuming your model is pure when your buyers are already Vietnamese retailers or consumers.