Business License in Vietnam After the 2026 Reform: What Foreign Investors Still Need
Vietnam significantly changed its business licensing framework in 2026. Under Resolution No. 66.17/2026/NQ-CP, the number of conditional business lines was reduced from 198 to 142 from July 1, 2026.
The change may simplify market entry for companies operating in affected sectors. However, it does not mean that every removed business activity can now be conducted without a licence, approval or compliance review.
Foreign investors must distinguish between several different documents. These may include an Enterprise Registration Certificate, an Investment Registration Certificate, a formal Business License for certain commercial activities, a retail outlet licence and sector-specific approvals.
This guide explains when a business license in Vietnam may still be required and how foreign investors can determine which documents apply to their planned activities.
Key Takeaways
Vietnam does not issue one universal business licence covering every activity of a company.
An Enterprise Registration Certificate confirms the registration of a company but does not provide blanket permission to conduct regulated activities.
An Investment Registration Certificate records information about an investment project where an IRC is required.
“Business License” is also the formal name of a separate licence applicable to certain activities of foreign-invested economic organisations.
Removal from the conditional business list does not automatically eliminate foreign market-access restrictions.
Businesses may still need sector approvals, professional certificates, product permits or premises-related approvals.
Resolution 66.17 places greater emphasis on technical standards and post-licensing inspection.
Existing licences for affected activities may continue to be used until they expire.
The correct licensing route depends on the actual activity, ownership structure, products, location and operating model of the company.
What Does “Business License in Vietnam” Mean?
The expression “business license in Vietnam” is often used broadly. It may refer to company registration, investment registration or permission to conduct a particular regulated activity.
These documents are legally different.
Enterprise Registration Certificate
The Enterprise Registration Certificate, or ERC, confirms that a company has been registered in Vietnam. It contains essential company information such as:
the enterprise name;
enterprise registration number;
registered office;
charter capital;
company type; and
legal representative.
The ERC establishes the company’s legal existence. It is therefore sometimes informally called a business registration licence.
However, the ERC is not a general operating licence. Receiving an ERC does not automatically authorise a company to begin every activity it intends to conduct.
If the company operates in a regulated sector, it may have to obtain additional approval before launching that activity.
Investment Registration Certificate
The Investment Registration Certificate, or IRC, records information concerning an investment project, including information about the investor, investment objectives, capital, location and implementation schedule.
The Law on Investment No. 143/2025/QH15, effective from March 1, 2026, introduced important changes to foreign investment procedures. Foreign investors may now establish an economic organisation before completing procedures for the grant or amendment of an IRC, provided that the applicable foreign market-access conditions are satisfied.
This does not mean that an IRC is never required. Whether an investor needs an IRC, and when it must be obtained, depends on the investment structure, project and applicable procedures.
Formal Business License
“Business License” is also the formal name of a separate regulatory document under Decree No. 09/2018/ND-CP.
This licence applies to foreign-invested economic organisations conducting certain goods trading and directly related commercial activities. It is separate from both the ERC and IRC.
For example, a foreign-invested company may be legally incorporated and already possess an ERC, but still need a Business License before beginning a regulated retail or e-commerce activity.
Sector-Specific Licence
A sector-specific licence permits a company to conduct a regulated activity. Depending on the industry, it may be called:
an operating licence;
certificate of eligibility;
establishment permit;
professional practice certificate;
written approval;
registration confirmation; or
sector operation certificate.
Education, healthcare, food, transport, telecommunications, employment services, tourism and financial services are examples of sectors that may have specialised licensing requirements.
What Changed Under the 2026 Reform?
Resolution No. 66.17/2026/NQ-CP was issued on May 15, 2026 and took effect on July 1, 2026.
It reduced the number of conditional business lines from 198 to 142. The Resolution applies through February 28, 2027, unless relevant provisions are replaced earlier by another legal document.
According to the Vietnam Government’s official explanation, the reform focuses on:
removing conditions that are no longer necessary;
eliminating unclear or overlapping conditions;
consolidating similar business lines;
replacing suitable pre-licensing controls with technical or professional standards; and
managing more activities through post-licensing inspection.
The reform may reduce the number of applications a company must complete before entering the market. However, it also increases the importance of maintaining compliance after operations begin.
For a broader explanation of the change, read VINEX’s guide to Vietnam’s 2026 conditional business line reform.
Does Removal From the Conditional List Mean No Licence Is Required?
Not necessarily.
Removal from the list means that an activity is no longer treated in exactly the same way as a conditional business line under the previous framework. It does not automatically remove every legal requirement associated with the company, product, premises or operating model.
A business may still need to comply with:
foreign market-access conditions;
a formal Business License under Decree 09;
professional qualification requirements;
product quality or safety regulations;
fire prevention and firefighting requirements;
environmental requirements;
construction and land regulations;
data protection and cybersecurity rules;
labour and work permit requirements;
tax and invoicing obligations; or
post-licensing reporting and inspection.
The key question is therefore not simply: “Has this business line been removed?”
Instead, the company should ask: “Which condition has been removed, and which legal requirements still apply to our exact business model?”
The Five Checks Every Foreign Investor Should Complete
Foreign investors should complete five separate checks before deciding that an activity no longer requires approval.
1. Check the Actual Business Activity
The legal review should begin with the company’s real activities, rather than relying only on the name of a business line.
For example, a company describing itself as a “consulting company” could provide:
management consulting;
market research;
legal advice;
accounting services;
investment advice;
engineering consulting;
architectural design; or
cybersecurity assessment.
These activities do not necessarily follow the same licensing rules.
The company should clearly identify:
what it will sell or provide;
who its customers will be;
whether it will sell goods or only provide services;
whether the service requires a regulated professional;
whether it will operate online or from physical premises; and
whether it will import, distribute or retail products.
2. Check the Conditional Business List
The investor should compare each activity with the 142 conditional business lines under Resolution 66.17.
If an activity remains on the list, the company must identify the relevant conditions and determine when those conditions must be satisfied.
Conditions may relate to:
capital;
facilities;
equipment;
qualified personnel;
professional certificates;
operating processes;
insurance;
licences or certificates; and
ongoing reporting.
If an activity has been removed, the investor should identify whether it is now controlled through standards, technical regulations or post-inspection.
3. Check Foreign Market-Access Conditions
The conditional business list and foreign market-access rules are separate legal checks.
An activity may be open to Vietnamese investors but remain restricted for foreign investors.
Foreign market-access conditions may regulate:
the maximum foreign ownership percentage;
the required form of investment;
the permitted scope of activities;
investor qualifications;
the need for a Vietnamese partner;
conditions under an international treaty; and
other sector-specific restrictions.
The investor’s nationality may also affect the analysis because Vietnam’s commitments differ between international agreements.
A company should therefore not rely solely on the 142-sector list when evaluating a foreign investment project.
4. Check Whether Decree 09 Applies
A foreign-invested economic organisation may need a formal Business License under Decree 09 before conducting certain commercial activities.
Depending on the specific case, covered activities include:
exercising retail distribution rights;
certain import and wholesale distribution rights;
certain logistics services;
leasing goods, subject to applicable exclusions;
trade promotion services other than advertising;
commercial intermediary services;
e-commerce services; and
services for organising bidding for goods and services.
The detailed scope and conditions vary according to the activity, products and Vietnam’s relevant market-access commitments.
A foreign-invested company planning to sell goods online should not assume that an ERC and an e-commerce website are sufficient. It may also need to assess the Business License requirements under Decree 09.
5. Check Sector and Operational Requirements
Even if no separate market-entry licence is required, the company may have operational obligations relating to its products, employees or premises.
Examples include:
food safety documentation;
product labelling;
product testing or declaration;
environmental registration;
fire safety compliance;
construction approval;
professional practice certificates;
labour registration;
personal data protection;
consumer protection;
tax registration; and
electronic invoicing.
Many of these requirements are not eliminated merely because a business line has been removed from the conditional list.
ERC, IRC and Business License: What Is the Difference?
Document | Main purpose | When it may be required | Does it authorise all business activities? |
Enterprise Registration Certificate | Confirms the registration and legal existence of the company | When establishing a Vietnamese enterprise | No |
Investment Registration Certificate | Records information about an investment project | Where the investment project is subject to IRC procedures | No |
Business License under Decree 09 | Permits specified commercial activities of foreign-invested economic organisations | For regulated retail, e-commerce and other covered activities | Only for activities stated in the licence |
Retail Outlet Establishment License | Permits the establishment of a specific retail outlet | Where a foreign-invested company establishes a retail outlet and the licence is required | Only for the approved retail outlet |
Sector-specific licence | Permits a regulated professional or business activity | Depending on the industry | Only for the licensed activity |
Technical or operational approval | Confirms compliance relating to products, facilities or operations | Depending on the product, premises and business model | No |
A foreign-invested company may require more than one document. Obtaining one certificate does not automatically replace the others.
When Is a Formal Business License Required?
The formal Business License under Decree 09 is particularly relevant to foreign-invested companies engaged in trading, retail and certain commercial services.
Retail distribution
A foreign-invested company intending to sell goods directly to consumers may need a Business License before starting retail activities.
If the company opens a physical shop, it may also need a Retail Outlet Establishment License for the retail location.
The requirements may differ depending on:
the type of goods;
the location and size of the outlet;
whether it is the first or an additional retail outlet;
the investor’s nationality;
applicable international commitments; and
the current Economic Needs Test rules and exemptions.
E-commerce services
A foreign-invested company providing e-commerce services may need to review both:
the Business License requirements under Decree 09; and
the notification or registration requirements under Vietnam’s e-commerce regulations.
Operating a website, online marketplace or platform can also create obligations relating to consumer protection, personal data, tax, payments and cybersecurity.
Import and wholesale activities
Importing goods does not always create the same requirements as retailing them.
The company must distinguish between:
import rights;
wholesale distribution;
retail distribution;
acting as a commercial intermediary; and
operating an e-commerce platform.
The products themselves may also be regulated. Food, cosmetics, medical products, chemicals and specialised machinery can require additional product-level procedures.
Practical Examples
Example 1: A Foreign-Owned Consulting Company
A foreign investor establishes a company providing management and market-entry consulting.
Ordinary management consulting may not require a separate sector operating licence solely because it is consulting. However, the company must ensure that its services do not extend into regulated professional activities such as:
legal practice;
auditing;
securities investment advice;
architectural design;
regulated engineering services; or
other activities reserved for licensed professionals.
The company must also check foreign market-access conditions, company registration, tax, employment and data protection requirements.
Example 2: A Foreign-Owned Online Retailer
A foreign-owned company imports consumer goods and sells them through its own website.
The company may need to review:
its investment and enterprise registration documents;
import and distribution rights;
a Business License under Decree 09;
e-commerce website notification or registration;
product labelling;
consumer protection;
tax and electronic invoicing;
personal data protection; and
product-specific approvals.
The fact that the company does not operate a physical store does not automatically remove the licensing review.
Example 3: A Food Importer and Retailer
A foreign-invested company imports packaged food and sells it to consumers in Vietnam.
Its compliance requirements may include:
import and distribution rights;
a Business License;
food safety requirements;
Vietnamese product labels;
product declaration or testing;
storage conditions;
retail outlet approval, where applicable; and
tax and invoice compliance.
A valid ERC alone would not be sufficient to cover all these activities.
Example 4: A Data Centre or Technology Infrastructure Company
The treatment of certain technology activities may have changed under the 2026 reform. However, a data centre project may still require a review of:
foreign market access;
investment project procedures;
land and construction;
electricity and backup power;
fire prevention;
environmental obligations;
cybersecurity;
personal data protection; and
technical standards.
The reduction of a business condition should not be treated as an exemption from the entire regulatory framework.
What Should Existing Companies Do?
Existing foreign-invested companies should review their licences before making any change.
Resolution 66.17 allows organisations and individuals to continue using licences, certificates, professional certificates and other written authorisations already issued for affected business lines until those documents expire.
Therefore, a company should not immediately cancel or surrender an existing licence simply because its activity has been removed or amended.
An existing company should:
Identify the legal basis under which the licence was issued.
Confirm whether the licence remains required under another regulation.
Check its expiry date.
Ask whether renewal will still be necessary.
Review whether the IRC or company registration information should be amended.
Confirm whether replacement technical standards apply.
Keep the document available for inspections, banks, customers and business partners.
Obtain written clarification from the competent authority where the position is unclear.
Step-by-Step Business Licensing Checklist
Foreign investors can use the following process when entering or expanding in Vietnam.
Step 1: Prepare a Detailed Activity Description
Describe what the company will do in practice. Avoid relying only on broad labels such as “consulting,” “technology” or “trading.”
Step 2: Identify the Business Codes
Match the planned activities with Vietnam’s applicable business classification codes.
The code is an important starting point, but the licensing analysis must still consider the company’s actual operations.
Step 3: Review Foreign Market Access
Check whether the activity is open, restricted or not yet open to foreign investors.
Consider the investor’s nationality and any relevant international treaty.
Step 4: Check the Conditional Business List
Determine whether the activity falls within one of the 142 conditional business lines currently listed under Resolution 66.17.
Step 5: Review Decree 09
If the company will retail goods, provide e-commerce services or conduct other covered commercial activities, determine whether a formal Business License is required.
Step 6: Identify Sector Approvals
Check whether the industry requires an establishment permit, operating licence, professional certificate or certificate of eligibility.
Step 7: Review Products and Premises
Identify requirements relating to product safety, labels, testing, storage, fire prevention, environment, construction and business location.
Step 8: Map the Correct Application Sequence
Prepare a document map showing:
what must be obtained before company establishment;
what can be completed after establishment;
what must be obtained before revenue-generating operations begin; and
what must be maintained throughout operations.
Step 9: Prepare for Post-Licensing Inspection
Maintain evidence such as:
employee qualifications;
contracts;
equipment records;
safety documents;
internal policies;
product records;
customer and supplier documents;
tax records; and
required reports.
Step 10: Monitor Legal Changes
Resolution 66.17 applies until February 28, 2027, unless relevant provisions are replaced earlier. Companies should review their position again when the permanent framework or another relevant legal document takes effect.
Common Mistakes Foreign Investors Should Avoid
Treating the ERC as a Universal Operating Licence
An ERC confirms the registration of the enterprise. It does not remove sector-specific or operational requirements.
Assuming a Removed Business Line Is Completely Unregulated
The activity may now be managed through technical standards or inspection. Related products, facilities and professionals may also remain regulated.
Ignoring the Formal Business License Under Decree 09
Foreign-invested retailers and e-commerce businesses can overlook this licence because they already hold an ERC and, where applicable, an IRC.
Checking Only the Business Code
Authorities assess actual operations. A broad registered code does not protect a company if its real activities require approval.
Ignoring Foreign Ownership
A sector may be generally open but still impose conditions on foreign ownership, investment form or scope of activities.
Starting Operations Before Completing the Licensing Map
A company may be legally established but not yet permitted to conduct a regulated revenue-generating activity.
Cancelling an Existing Licence Too Early
An existing licence may remain legally valid or commercially useful until expiry.
How VINEX Can Help
VINEX supports foreign investors and foreign-invested companies throughout the market-entry and business licensing process in Vietnam.
Our support may include:
reviewing proposed business activities;
identifying applicable business codes;
checking foreign market-access conditions;
reviewing conditional business lines;
determining whether an IRC is required;
establishing and updating enterprises;
reviewing Business License requirements under Decree 09;
identifying sector-specific permits;
supporting post-licensing procedures;
reviewing existing licences; and
supporting ongoing accounting, tax, payroll and corporate compliance.
A licensing review before establishment can help investors avoid registering an unsuitable activity, selecting an incorrect ownership structure or discovering an additional licence after the company has already committed to premises and operating costs.
Planning to establish or expand a business in Vietnam? Contact VINEX for a case-specific review of your activities, ownership structure and licensing requirements.
Frequently Asked Questions
Does every company need a business license in Vietnam?
Every Vietnamese company must complete the applicable enterprise registration procedures. However, not every company needs the formal Business License regulated under Decree 09. That licence applies to specified activities conducted by foreign-invested economic organisations within the decree’s scope.
Is an ERC the same as a Business License?
No. The ERC confirms the legal registration of the company. A formal Business License is a separate document required for certain commercial activities of foreign-invested economic organisations.
The ERC is sometimes informally called a business licence, which can cause confusion.
Does a foreign investor need both an IRC and ERC?
It depends on the investment structure and project. The 2025 Law on Investment changed the establishment sequence and allows foreign investors to establish an economic organisation before completing certain IRC procedures, subject to market-access conditions.
Investors should determine whether and when an IRC is required for their specific project.
Can a company operate immediately after receiving an ERC?
Not always. A company conducting a regulated activity may need a Business License, sector-specific licence or other approval before starting that activity.
If a business line was removed in 2026, can the company start immediately?
Not necessarily. The company must identify the exact condition removed and check foreign market access, sector regulations, technical standards and operational requirements.
Do online businesses need a licence?
An online business may need company registration, e-commerce notification or registration, and other approvals. A foreign-invested company providing e-commerce services or retailing goods online may also need to assess the Business License requirements under Decree 09.
Can an existing licence still be used?
Yes. Under the transitional provision of Resolution 66.17, licences and similar authorisations already issued for affected activities may continue to be used until they expire.
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