On 31 July 2025, the Prime Minister issued Decision No. 1643/QD-TTg approving the plan to streamline and simplify administrative procedures relating to production and business operations under the management of the Ministry of Industry and Trade (“Decision 1643”). A notable reform under Decision 1643 is the simplification of administrative procedures governing trading activities and activities directly related to trading of foreign investors and foreign-invested economic organizations in Vietnam, currently regulated under Decree No. 09/2018/ND-CP dated 15 January 2018 (“Decree 09”).

Decision 1643 institutionalizes the policies set forth in Resolution No. 66/NQ-CP dated 26 March 2025 on the Government’s program on streamlining and simplifying administrative procedures, with targets to be achieved by 2025: Abolishing at least 30% of unnecessary requirements for investment and business conditions; Reducing by at least 30% of the time required to process administrative procedures; and Reducing at least 30% of compliance costs.

1. Regarding the Business license

Key changes to the Business License issuance procedures include:

(a) For the issuance of Business Licenses to foreign-invested economic organizations to perform the right to retail distribution of goods: Abolish the requirement to explain financial plans in the explanatory statement of the Business License application dossier. [1]

(b) For Business Licenses granted to foreign-invested economic organizations to perform the following

• The right to import and wholesale distribution of lubricants [2];
• Retail distribution rights of rice, sugar, recorded items, books, newspapers, and magazines [3];
• Offer logistics services, goods rental (excluding financial leasing), commercial promotion services, commercial intermediary services, e-commerce services, and to organize bidding for goods and services [4].
  
  Regarding the above activities, 03 requirements are abolished from the Business License dossier: (1) Explanation of financial plans in the explanatory statement of the Business License application dossier; (2) The requirement to meet criteria on employment creation for domestic workers; and (3) The requirement to meet criteria on potential and actual contribution to the state budget.

(c) Rationale:

The abolition of the above requirements stems from practical implementation, which has shown difficulties in applying them consistently and clearly. 

Specifically, the requirements on “Financial plan” and “Employment creation for domestic workers” have been assessed as lacking clarity, with no specific criteria for the competent authorities to examine and evaluate [5]. Similarly, the requirement on the “potential and actual contribution to the state budget” is only predictive, as the economic organizations have not yet commenced operations, and their contribution cannot be determined with accuracy.

The abolition of licensing requirements that are difficult to quantify will facilitate easier market entry for foreign investors in the retail and service sectors in Vietnam.

2. Regarding the Retail outlet establishment license

Key changes to Retail Outlet Establishment License (“ROEL”) issuance procedures include:

(a) If the Business License is granted concurrently with the ROEL [6].

• Abolish the requirement to explain financial plans in the explanatory statement of the Business License application dossier;
• Abolish the requirement to include the “Report on business performance based on the audited financial statements of the most recent year, in cases where the enterprise has been established in Vietnam for at least one year” in the explanatory statement of the ROEL application dossier.
  
  

(b) Issuance of the first ROEL and additional retail outlets beyond the first, in cases exempted from the economic needs test (“ENT”) [7].

• Abolish the requirement to include the “Report on business performance based on the audited financial statements of the most recent year, in cases where the enterprise has been established in Vietnam for at least one year” in the explanatory statement of the ROEL application dossier.
• Abolish Article 22.1(a) of Decree 09 on the “Financial plan for establishing a retail outlet”.
• Issuance of ROEL beyond the first outlet, in cases subject to the ENT[8].
• Abolish the requirement to explain financial plans in the explanatory statement of the ROEL application dossier;
• Abolish the requirement to include the “Report on business performance based on the audited financial statements of the most recent year, in cases where the enterprise has been established in Vietnam for at least one year” in the explanatory statement of the ROEL application dossier.
• Abolish of several ENT criteria/conditions, including:
  • The scale of relevant geographic market affected by the retail outlet;
  • The number of existing retail outlets in the relevant geographic market;
  • The employment creation for domestic workers; and
  • The potential and actual contribution to the state budget.

(c) Notably, Vietnam will no longer apply the ENT mechanism to retail enterprises from member states of the Comprehensive and Progressive Agreement for Trans-Pacific Partnership (CPTPP) and the EU-Vietnam Free Trade Agreement (EVFTA). Specifically, Vietnam will abolish the requirement to conduct the ENT for such foreign enterprises when establishing retail outlets beyond the first one, while still reserving the right to implement distribution network planning on a non-discriminatory basis.

This adjustment ensures Vietnam’s compliance with its international commitments under CPTPP and EVFTA, thereby reinforcing investor confidence in the Vietnamese market.

3. Change in procedures of seeking opinions from Ministry of Industry and Trade

In late July 2025, the Ministry of Industry and Trade reported on the implementation of Decree 09 and presented a draft decree to replace Decree 09 to the Government. A key proposed change is that the approval process for Business License and ROEL will no longer require licensing authorities (Departments of Industry and Trade) to seek opinions from the Ministry of Industry and Trade and/or line ministries, as regulated under Decree 09. Instead, this authority to provide opinions will be transferred to the provincial People’s Committee.

This is an important reform that reflects the principle of “local decisions - local implementation - local accountability” consistent with the delegation and decentralization framework outlined in Decree No. 146/2025/ND-CP, dated 12 June 2025, on delegation and decentralization in the field of industry and trade.

Credit

We extend our sincere appreciation to Senior Associate Nguyen Duc Anh and Junior Associate Nguyen Khac Tinh for their valuable expertise and dedicated contributions to this article.

[1] Part 1, Section XIV.1.a
[2] Part 1, Section XIV.2.a
[3] Part 1, Section XIV.3.a
[4] Part 1, Section XIV.4.a
[5] ] As stated in the report by the Department of Planning, Finance and Enterprise Management of the Ministry of Industry and Trade, included in the draft dossier for the Decree replacing Decree 09/2018/ND-CP, available at https://moit.gov.vn/tin-tuc/du-thao-nghi-dinh-quy-dinh-chi-tiet-luat-thuong-mai-va-luat-quan-ly-ngoai-thuong.html, last accessed August 7, 2025.
[6] Part 1, Section XIV.6.a
[7] Part 1, Section XIV.7.a
[8] Part 1, Section XIV.8.a