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In a bid to foster a more open business environment in Vietnam, the Ministry of Industry and Trade (MOIT) has unveiled a draft decree detailing the Commercial Law and the Law on Foreign Trade Management, proposing to empower local authorities to license foreign investors’ trading activities.
Authority over trading activities
Under the draft decree, provincial-level People’s Committees would continue to have the authority to grant business and retail outlet licenses for foreign-invested enterprises, while taking charge of managing, inspecting and supervising goods trading and related activities. This would remove the need for foreign-invested enterprises to seek approval from the MOIT or other specialized ministries.
The MOIT would be no longer directly involved in the licensing process but focus on coordinating and supporting inspection and supervision activities nationwide.
The change reflects the principle of “localities decide, act, and bear responsibility,” as set out in the 2025 Law on Organization of the Government and the 2025 Law on Organization of Local Administration, as well as Decree 146/2025/ND-CP on decentralization and delegation of powers in the industry and trade sector.
Business licenses
The draft decree requires a business license for trading activities not covered by Vietnam’s market-opening commitments under the Commercial Law, as well as for goods excluded from those commitments, including rice, sugar, recorded tapes and discs, lubricants, books, newspapers, and magazines. Licenses would be valid for five years, matching negotiation timelines, market-opening needs, and regulatory requirements set by competent state agencies.
Licenses for establishing retail outlets
To comply with relevant international commitments, the draft decree removes the Economic Needs Test (ENT) requirement for foreign investors from countries or territories granted ENT exemptions under Vietnam’s trade agreements, such as the CPTPP and EVFTA, when opening retail outlets.
For investors from countries without such commitments, the draft introduces conditions for conducting the ENT, aiming to strengthen oversight and safeguard the domestic distribution market in line with Party’s and State’s policies.
By VLLF
