Chapter II
BUSINESS LICENSES
Article 9. Conditions for issuing business license
1. A foreign investor from a country or territory which has acceded to a treaty to which Vietnam is a signatory and under which Vietnam has committed to open its market for sale of goods and other related activities shall:
a) Meet market access conditions prescribed in international treaties to which Vietnam is a signatory;
b) Acquire a financial plan deemed qualified to apply for a business license;
c) Incur no overdue tax in a case where it has been established in Vietnam for at least 1 year.
2. A foreign investor not from a country or territory which has acceded to a treaty to which Vietnam is a signatory shall:
a) Meet conditions prescribed in Points b and c Clause 1 of this Article;
b) Meet the criteria below:
- In accordance with special law;
- In conformity with the extent of competitiveness of domestic enterprises within the same sector;
- Employment creation for domestic workers;
- Potential and actual contribution to state budget.
3. In case of services for which Vietnam has not committed to open its market as specified in international treaties to which Vietnam is a signatory: Conditions prescribed in Clause 2 of this Article shall be met.
4. In case of goods for which Vietnam has not committed to open its market as specified in international treaties to which Vietnam is a signatory, including: Lubricants; rice; sugar; recorded items; books, newspapers and magazines
a) Conditions prescribed in Clause 2 of this Article shall be met;
b) In case of lubricants: Consider issuing importation right and wholesale distribution right to a foreign-invested business entity performing one of following activities:
- Manufacturing lubricants in Vietnam;
- Manufacturing or distributing machinery, equipment or goods using particular lubricants in Vietnam.
c) In case of rice; sugar; recorded items; books, newspapers and magazines: Consider issuing retail distribution right to a foreign-invested business entity having retail outlets in forms of supermarkets, mini supermarket, convenience stores to sell above goods.
Article 10. Bases for approving the issuance of business license
The Ministry of Industry and Trade and a managing Ministry shall base on the following to consider approving the issuance of a business license in case of circumstances prescribed in Clauses 2, 3 and 4 Article 9 of this Decree:
1. The conformity with sector development planning and strategies of the region or country.
2. Vietnamese market opening negotiation process.
3. Vietnamese market opening need.
4. Vietnam and foreign partner cooperation strategies.
5. Diplomatic relations, national security, social safety and order in case of foreign investors not from a country or territory which has acceded to a treaty to which Vietnam is a signatory.
Article 11. Contents and validity period of business license
1. Contents of a business license (form No. 11 of Appendix enclosed herewith).
a) Name, business identification number, address of headquarters and legal representative;
b) Controlling owners, capital contributors, founding shareholders;
c) Goods to be distributed;
d) Other related activities;
dd) Others.
2. Validity period of a business license
a) The validity period of a business license prescribed in Clauses 2, 3 and 4 Article 9 of this Decree is 5 years;
b) The validity period of a re-issued business license shall be as long as the remaining duration of the former business license.
Article 12. Application for business license
An application shall include:
1. An application form for a business license (form No. 01 of Appendix enclosed herewith).
2. A representation specifying:
a) Conditions for issuance of a business license as prescribed in Article 9 hereof;
b) Business plan: business activities and methods of doing business; presentation of business plan and market development; labor need; evaluation of the implications and socio-economic effectiveness of the business plan;
c) Financial plan: An income statement made on the basis of the last audited financial statement if the enterprise has been established in Vietnam for at least 1 year; representation of capital, sources of funds and fund raising plans; enclosed with other financial documents;
d) The sale of goods and other related activities and financial situation of the foreign-invested business entity which is determined until the application for a business license, in case of circumstance prescribed in Clause 6 Article 5 hereof.
3. A document justifying that the enterprise incurs no overdue tax issued by the tax authority.
4. Copies of: the business registration certificate; certificate of registration for sale of goods and other related activities (if any).
Article 13. Procedures for issuing business license
1. An application shall be submitted in person, by post, or via Internet (if available) to the licensing agency.
2. Number of application sets
- In case of business prescribed in Point a Clause 1 Article 5 hereof: 1 set of application;
- In case of business prescribed in Point b, d, dd, e, g, h and i Clause 1 Article 5 hereof: 2 sets of application;
- In case of business prescribed in Point c Clause 1 Article 5 hereof: 3 sets of application.
3. Within 3 working days from the date on which the application is received, the licensing agency shall verify it and request necessary modifications if it is inadequate or unsatisfactory.
4. Within 10 working days from the date on which an adequate and satisfactory application is received, the licensing agency shall verify whether conditions prescribed in Article 9 hereof are satisfied:
a) In case where conditions are not satisfied, the licensing agency shall provide explanation in writing;
b) In case where conditions are satisfied:
- The licensing agency shall issuance a business license to do business prescribed in Point a Clause 1 Article 5 hereof; if the application is refused, it shall provide explanation in writing;
- The licensing agency shall forward the application and consultation with the Ministry of Industry and Trade and the managing Ministry as prescribed in Point a or b Clause 3 Article 8 hereof (form No. 09 of Appendix issued herewith).
5. Within 15 days from the date on which the application is received, the Ministry of Industry and Trade and the managing Ministry shall, according to Article 10 hereof, consider approving the issuance of a business license; if the application is refused, it shall provide explanation in writing (form No. 10 of Appendix issued herewith).
6. Within 3 working days from the date on which a notification of acceptance issued by the Ministry of Industry and Trade or managing Ministry is received, the licensing agency shall issuance a business license. If the application is refused by the Ministry of Industry and Trade or managing Ministry, the licensing agency shall provide explanation in writing.
Article 14. Changes to business license
A business license shall be modified upon the changes to information prescribed in Clause 1 Article 11 of this Decree.
Article 15. An application for changes to business license
An application shall include:
1. An application form for changes to business license (form No. 02 of Appendix enclosed herewith).
2. In case of any change to information prescribed in Point a Clause 1 Article 11 hereof, except for relocation of headquarters prescribed in Clause 1 Article 17 hereof: A copy of modified business registration certificate that records the change shall be required.
3. In case of any change to information prescribed in Points b, c, d and dd Clause 1 Article 11 hereof: Documents prescribed in Clauses 2, 3 and 4 Article 12 hereof shall be required.
Article 16. Procedures for changing to business license
1. An application shall be submitted within 10 working days from the date on which the modified business registration certificate is obtained as prescribed in Points a and b Clause 1 Article 11 hereof.
2. Procedures shall be done in accordance with Article 13 of this Decree.
3. Within 5 working days from the date on which the modified business license, the foreign-invested business entity shall return the former business license to the licensing agency.
Article 17. Reissuance of business license
A business license shall be re-issued in one of the following cases:
1. Relocating the headquarters from a province to another province.
2. The business license is lost or damaged.
Article 18. Application for reissuance of business license
An application shall include:
1. An application form for reissuance of a business license (form No. 03 of Appendix enclosed herewith);
2. A copy of business registration certificate in case of reissuance as prescribed in Clause 1 Article 17 hereof.
Article 19. Procedures for reissuance of business license
1. An application shall be submitted within 10 working days from the date on which the modified business registration certificate is obtained as prescribed in Clause 1 Article 17 hereof.
2. A set of application shall be submitted in person, by post, or via Internet (if available) to the licensing agency of province to which the headquarters is relocated.
3. Within 3 working days from the date on which the application is received, the licensing agency shall verify it and request necessary modifications if it is inadequate or unsatisfactory.
4. Within 5 working days from the date on which an adequate and satisfactory application is received, the licensing agency shall reissuance a business license; if the application is refused, it shall provide explanation in writing. In case of circumstance prescribed in Clause 1 Article 17 hereof, the licensing agency shall forward a copy of business license to the licensing agency of province from which the headquarters is relocated to update the database system.
5. Within 5 working days from the date on which the business license is re-issued, the foreign-invested business entity, in case of circumstance prescribed in Clause 1 Article 17 hereof, shall return the former business license to the licensing agency of province from which the headquarters is relocated.
Article 20. Application and procedures for issuance of both business license and license for establishment of retail outlet
1. An application shall include:
a) Documents prescribed in Article 12 and Clauses 1 and 2 Article 27 hereof;
b) Certificate of registration for project setting up retail outlets (if any).
2. Procedures for issuance of both business license and license for establishment of retail outlet shall be done in accordance with Articles 13 and 28 of this Decree.
Article 21. Rejection of issuing a business license
Apart from unsatisfactory circumstances prescribed in this Decree, the licensing agency shall also refuse the issuance of business license in any of the following:
1. The duration of project associated with sale of goods and other related activities expires.
2. The foreign-invested business entity applies for issuance of business license within 2 years from the day on which the former business license is revoked as prescribed in Clause 1 Article 43 of this Decree.
Tìm kiếm
Nghị định 09/2018/NĐ-CP (Bản Word)
Nghị định 09/2018/NĐ-CP (Bản Pdf)
