26 June 2025 – Ho Chi Minh City, Vietnam

On 12 June 2025, the Government of Vietnam promulgated Decree No. 146/2025/ND-CP [1] (“Decree 146”), introducing a two-year pilot program to decentralize licensing powers in the industry and trade sectors. Effective from 1 July 2025, Decree 146 transfers the authority to assess and approve the applications for Trading Licenses and Retail Outlet Establishment Licenses from the Ministry of Industry and Trade (MOIT) to provincial-level People’s Committees. This marks a major step forward in simplifying administrative processes for foreign-invested enterprises (FIEs) in Vietnam. 

Local authorities to oversee licensing for trading and retail activities 

Previously, under Decree 09/2018/ND-CP [2], applications for Trading Licenses in certain sectors [3] and Retail Outlet Establishment Licenses required formal assessment and approval from the MOIT before provincial authorities could issue the license. This created a multi-layered approval process that often involved significant time and administrative burdens for FIEs engaged in retail and trading activities in Vietnam. 

However, under Article 36 of Decree 146, the power of the MOIT in providing prerequisite approvals before issuance of Trading Licenses and Retail Outlet Establishment Licenses for FIEs will be decentralized to the provincial People’s Committees. This means provincial People’s Committees will have complete authority to assess the suitability of proposed trading activities, issue licenses, and handle related administrative procedures, effectively creating a single point of approval at the local level. 

Streamlined approvals for FIEs  

This decentralization of licensing procedures is expected to yield several practical and tangible benefits for businesses, particularly FIEs that often navigate complex regulatory environments. The removal of the MOIT’s involvement in licensing procedures for Trading Licenses and Retail Outlet Establishment Licenses is a significant step toward administrative decentralization, which will streamline the process and reduce administrative complexity for FIEs operating in Vietnam’s retail and distribution sectors. 

Considerations and potential challenges 

While the shift toward local licensing aims to facilitate easier market access for foreign investors, it may give rise to regional inconsistencies in how applications are evaluated and approved. Additionally, Article 60.4 of Decree 146 requires provincial People’s Committee chairpersons to formally delegate licensing responsibilities to the local Department of Industry and Trade (DOIT). As this decentralization coincides with a broader provincial merger program, there may be initial delays in implementation as newly restructured agencies establish internal procedures. 

____________________________________________________________

[1] Decree 146/2025/ND-CP dated 12 June 2025 on delegation and decentralization in the fields of industry and trade. 

[2] Decree 09/2018/ND-CP dated 15 January 2018 detailing the implementation of the Law on Commerce and the Law on Foreign Trade Management regarding the purchase and sale of goods and activities directly related to the purchase and sale of goods by foreign investors and foreign-invested economic organizations in Vietnam.

[3] Importation and wholesale distribution; Retail distribution; Logistics services; Good rental, excluding finance lease; Commercial promotion services, excluding advertising services; Commercial intermediary services; E-commerce services; Bid-holding services. 

____________________________________________________________

About VCI Legal: 

VCI Legal is an award-winning business law firm in Vietnam with a wide range of legal and corporate services, among other things, corporate, banking & finance, tax, labor & HR, real estate and dispute resolution with special focus on international investment disputes, We also offer our specialized type of service called “In-House Counsel Service” with the aim of assisting our clients in dealing with all types of internal and external issues arising from their day-to-day operations and business activities. With our offices in both Hanoi and Ho Chi Minh City, we have a tremendous depth of experience in providing well-reasoned and comprehensive legal advice to not only multinationals and Fortune 500 companies, but also small and medium enterprises.

Our professional team comprises one of the leading law firms in Vietnam with service quality highly recommended and acknowledged by international legal service reviewers such as: The Legal 500, AsiaLaw Profiles, IFLR, KPMG’s Tax Directors’ Handbook, Acquisition International, ACQ Global, Global Law Experts, Finance Monthly, and Chambers & Partners.

For many years, VCI Legal has been ranked among the top law firms in Vietnam for corporate, finance, insurance, taxation, employment, intellectual property and investment. With a “Can Do Attitude” combined with a “Know How” capacity, our firm is big enough to provide comprehensive legal support for any in-house legal matters, yet small enough to care about each of our clients. We undertake each engagement with the mindset of a long-term relationship, with the will to give whatever it takes to understand and fulfill your needs.

Ho Chi Minh City  

Suite P7-42.18, Vinhomes Central Park, 720A Dien Bien Phu, Binh Thanh Dist., Ho Chi Minh City, Vietnam  

Tel.: (+84) 028 3827 2029  Fax: (+84) 028 3823 4436 

Hanoi  

Suite 1903, Floor 19, W1 Tower, Vinhomes Westpoint, Pham Hung, Nam Tu Liem Dist., Hanoi City, Vietnam  

Tel.: (+84) 024 3936 4985 – (+84) 024 3936 4987 

 Affiliated Offices: Beijing – Shanghai – Hanoi – Ho Chi Minh City – Singapore – New Delhi – Dubai – Doha – Zurich Paris – Rome – Brescia – Washington D.C. – Los Angeles