Navigating Vietnam’s Retail Market: A Guide for Businesses

Introduction to Vietnam’s Retail Landscape

Vietnam is rapidly emerging as a vibrant player in the global retail market. With a growing middle class and increasing consumer spending, businesses aiming to establish a presence in this dynamic environment must be attuned to the evolving legal and regulatory frameworks that govern the sector. Whether you choose a traditional retail model, distribution networks, or an omni-channel strategy, understanding the requisite regulations is essential for success.

Opening a Retail Outlet in Vietnam

Establishing a retail outlet in Vietnam requires meticulous adherence to local laws and licensing protocols. Below is a structured guide to help businesses navigate this journey.

Step 1: Obtaining an Investment Registration Certificate (IRC)

The IRC is vital for foreign investors wishing to operate in Vietnam. This certificate provides legal recognition of the investment project, detailing information such as the investor’s identity, the goals of the investment, and the project’s duration. The entire process typically takes one to two months.

Step 2: Obtaining an Enterprise Registration Certificate (ERC)

Once you have the IRC, the next step is securing the ERC, which serves as the official license for your business. This certificate confirms your entitlement to operate and identifies your tax obligations. The ERC application process usually takes one to two weeks to complete.

Step 3: Securing a Business License

The business license is mandated by Decree 09/2018/ND-CP and is essential for any foreign-invested retail venture, be it online or offline. To qualify, businesses must adhere to international treaties Vietnam has ratified, present a robust business plan, and demonstrate fiscal responsibility, including evidence of no overdue taxes for companies with prior operations in Vietnam. This process might take three to four months to finalize.

Step 4: Applying for a Retail Outlet Establishment License

After acquiring your business license, the next step involves applying for a Retail Outlet Establishment License. The timeframe for this application varies based on several factors, including the outlet’s size, location, and nature. Generally, this process may take four to six months. For businesses wishing to expand beyond their first outlet, an Economic Needs Test (ENT) may also be required, although exemptions exist for smaller stores and specific business types.

Establishing a Foreign-Owned E-Commerce Business

With the increasing importance of e-commerce, foreign businesses intending to enter Vietnam’s online retail market must navigate a slightly different path. The initial licensing requirements are similar—IRC and ERC—but businesses must also register their e-commerce websites with the Ministry of Industry and Trade (MOIT).

Step 1: Account Registration

To register an e-commerce website, companies must create an account at online.gov.vn. If approved within three working days, you can proceed to the next stage.

Step 2: Notifying and Tracking for Confirmation

Businesses must log in and choose the correct category for their e-commerce platform. Within about 10 business days, following verification, owners receive a registration code to display on their website, signifying legal compliance.

Forms of E-Commerce Businesses Under Vietnam’s Laws

Vietnam categorizes e-commerce activities under Decree No. 52/2013/ND-CP, including:

• Websites for Direct Sales: Platforms for promoting and selling products or services.
• Sales Branch E-Commerce Platforms: Allowing other traders to conduct business activities, which include e-commerce trading floors and online auction websites.
• Mobile E-Commerce Applications: Enabling users to buy goods or access services from a database of traders.

Each category comes with specific regulatory requirements.

Building an Effective Omni-Channel Strategy

An omni-channel approach integrates multiple sales and communication platforms, creating a cohesive customer experience. Businesses that adopt this strategy can enhance customer engagement through various channels such as physical stores, online shops, and social media.

This integrated method can also streamline customer service by consolidating communication channels like hotlines and emails into a unified platform, reducing operational costs and increasing competitiveness.

Regulatory Concerns in Vietnam’s Retail Industry

Navigating Vietnam’s retail regulations is crucial, whether operating online or offline. Compliance with these laws not only safeguards consumer rights but also fosters a competitive marketplace, contributing to the growth of Vietnam’s consumer sector.

Supplementary Licenses for Additional Activities

Apart from the primary licenses, businesses involved in online retail must acquire additional licenses for local production or the importation of goods. Notably, Vietnam prohibits the import of second-hand consumer goods.

For importers, obtaining a trading license is essential, along with registering products according to local regulations.

Updated Tax Obligations for E-Commerce

From April 1, 2025, e-commerce platforms that handle payments must declare and remit taxes on behalf of sellers, including individual entrepreneurs. This significant revision affects how e-commerce businesses operate financially in Vietnam.

Consumer Rights Protection Law

The newly effective 2023 Consumer Rights Protection Law aims to secure consumer interests by ensuring product safety, quality, and confidentiality. Retailers must adhere to these provisions to maintain compliance and consumer trust.

Regulations on Personal Data Protection

With upcoming regulations on handling personal data, businesses need to be aware of compliance requirements, especially in marketing efforts. The implementation of Decree No. 13/2023/ND-CP will reshape data protection practices in Vietnam.

Key Regulations Guiding E-Commerce

Understanding various laws and decrees is integral for e-commerce operations in Vietnam. Key frameworks include:

• Decree No. 52/2013/ND-CP: Governs e-commerce activity management.
• Decree No. 85/2021/ND-CP: Updates the regulatory framework for e-commerce.
• Circular No. 47/2014/TT-BCT: Offers guidance for e-commerce website management.
• Circular No. 40/2021/TT-BTC: Details tax obligations for e-commerce platforms.

By keeping abreast of these regulations, businesses can strategically enter and establish themselves within Vietnam’s retail sector.

About Vietnam Briefing

For further insights and support in navigating the complexities of Vietnam’s retail environment, you can explore resources provided by Vietnam Briefing, part of the Asia Briefing network. This publication offers valuable information tailored for foreign investors looking to understand and thrive in Vietnam’s growing marketplace. For personalized services or further exploration of launching a business, please reach out at vietnam@dezshira.com.