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www.pwc.com/vnPwC Vietnam Legal NewsBrief
At a glance...
Decree No. 09/2018/ND-CP (“Decree 09”) was issued and came into effect on 15 January 2018 to provide guidance on the Law on Commerce and the Law on Foreign Trade Management regarding goods trading activities of foreign investors and foreign invested enterprises. Decree 09 replaces Decree 23/2007/ND-CP.
9 February 2017New decree on goods trading activities of foreign investors and foreign invested enterprises
Key changes relating to BusinessLicence
• Business Licence (which is commonly known as “TradingLicence”) is no longer required for foreign investedenterprises (*) to conduct export, import and wholesaledistribution activities for goods permitted underVietnam’s WTO Commitments.
In other words, Decree 09 is a “barrier-lifting” regulationthat allows foreign investors to set up a subsidiary orregister their current subsidiary to conduct tradingactivities of permissible products without a BusinessLicence.
• Decree 09 now also allows foreign investors and foreigninvested enterprises to conduct several activities that arenot listed under Vietnam’s WTO Commitments such as(i) logistics services; (ii) goods leasing except forfinancial leasing; (iii) commercial promotion; and (iv)commercial intermediation. A Business Licence isrequired for the above activities.
• On the other hand, e-commerce platform services arenow defined under Decree 09 as trading activity andtherefore requires a Business Licence.
• A confirmation from tax authorities on no remainingoverdue debt is now required for the application of aBusiness Licence.
• Enterprises with a retail outlet under the form of asupermarket, mini supermarket and convenient storesare allowed to sale a number of goods that are notincluded in WTO’s Commitments (such as rice, sugar,books and magazines, etc.) at such outlet.
• The term of Business Licence granted for tradingactivities and goods (which are not listed underVietnam’s WTO Commitment) is 5 years.
• The indicated timeline for the application of aBusiness Licence is now 28 working days which isshorter than before (40 business days). In practiceit would take longer.
(*) foreign invested enterprise and enterprisesthat have more than 51% of equity owned by otherforeign invested enterprises being more than 51%foreign owned; and enterprises having more than51% of equity cumulatively owned by foreigninvestors and other foreign invested enterprisesbeing more than 51% foreign owned.
Key changes relating to BusinessKey changes related to RetailOutlet Establishment Licence
• A confirmation from tax authorities on noremaining overdue debt is now required for theapplication of Retail Outlet Establishment Licence.
• The establishment of a retail outlet in a commercialcenter not under the form of a mini-supermarketor convenient store no longer requires the“economic need test” (ENT).
• The timeline for the application of Retail OutletEstablishment Licence is now 20 working dayswhich is shorter than before (40 working days).
Additional grounds forrevocation of Business Licenceand Retail Outlet EstablishmentLicence
• Suspending trading/retail activities more than 12months without announcing the relevantauthorities.
• Failure to comply with the required periodicalreports.
• Failure to submit documents and explanationafter 3 months of the request from relevantauthorities.
Key notes for transition time
• Enterprises operating trading/retailing activitiesunder the Enterprise Registration Certificate(“ERC”) or/and Investment RegistrationCertificate (“IRC”) are required to apply for theBusiness Licence/Retail Outlet EstablishmentLicence under Decree 09 when carrying out theamendment procedure to these ERC and IRC.
• Enterprises granted with Business Licence/RetailOutlet Establishment Licence before Decree 09are allowed to continue operating under theselicences.
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