Investment conditions

WTO Commitments:

According to the WTO Commitments, the service of “Providing food and beverages” is not included in the list of industries with restricted market access. This means that foreign investors can freely invest in the F&B sector in Vietnam without being restricted in:

• Investment form: You can establish a 100% foreign-owned company, joint venture or cooperation with domestic enterprises.
• Ownership ratio: No limit on capital contribution ownership ratio.
• Scope of activities: You can participate in all stages of the supply chain, from production, processing to distribution and retail.

Vietnamese Law:

To establish a business and operate in the F&B sector in Vietnam, investors need to apply for the following licenses:

1. Investment Registration Certificate:

When applying for an investment registration certificate, investors need to clearly state their investment objectives, including the main business line. If your objective is to do business in the field of “Providing food and beverages”, make sure this business line is clearly stated and in accordance with Vietnamese law.

Subjects required to apply for an Investment Registration Certificate:

According to the provisions of the Investment Law 2020, the following subjects are required to apply for an Investment Registration Certificate:

1. Investment projects of foreign investors;

2. Investment projects of the business organizations thuộc một trong các trường hợp sau đây:

a) Over 50% of its charter capital is held by a foreign investor(s) or, in case of a partnership, the majority of its general partners are foreigners

b) Over 50% of its charter capital is held by a business organization(s) mentioned in Point a of this Clause

c) Over 50% of its charter capital is held by a foreign investor(s) and a business organization(s) mentioned in Point a of this Clause

2. Enterprise Registration Certificate

After completing the procedure for applying for an investment registration certificate, the investor will proceed to the next step of business registration. This is a mandatory procedure for businesses to be allowed to operate legally in Vietnam. The Enterprise Registration Certificate is issued based on the information licensed in the investment registration certificate. The Enterprise Registration Certificate will confirm information about the business such as company name, address, charter capital, business lines, and other legal information.

3. Food Safety and Hygiene Establishment Certificate

In the F&B industry, a food safety certificate is a “passport” for a restaurant or eatery to operate legally and affirm the quality of its services. This is a mandatory document that all food production, processing and trading establishments must have.

4. Fire Safety Certificate

In addition to ensuring food safety and hygiene, food and beverage (F&B) service establishments must also comply with all relevant fire safety regulations. This is to protect the lives and property of customers, employees and the surrounding community. Failure to comply with fire safety regulations may result in administrative penalties, suspension of operations or even revocation of business licenses.

5. Business License, Retail Business License

All foreign-invested economic organizations operating in the field of buying and selling goods, including food and beverages, must fully comply with the provisions of Vietnamese law. In particular, if a business intends to open a retail store, it is important to note that applying for a business license and a retail establishment license is one of the mandatory procedures for F&B businesses in Vietnam.

Legal Basis:

International Treaties and Free Trade Agreements:

• WTO Commitment Schedule
• International treaties signed by Vietnam within Free Trade Agreements (FTAs)
• ASEAN Framework Agreement on Services (AFAS)
• Vietnam-Korea Free Trade Agreement (VKFTA)
• Vietnam-Japan Economic Partnership Agreement (VJEPA)
• Vietnam-EU Free Trade Agreement (EVFTA)
• Comprehensive and Progressive Agreement for Trans-Pacific Partnership (CPTPP)

Vietnamese Law:

• Law on Investment 2020
• Law on Enterprise 2020
• Decree 31/2021/ND-CP detailing and guiding the implementation of a number of articles of the Investment Law
• Decree 15/2018/ND-CP of February 02, 2018, on elaboration of some articles of the law of food safety
• Decree 136/2020/ND-CP of November 24, 2020, on providing guidelines for a number of articles of law on fire prevention and fighting and law on amendments to law on fire prevention and fighting
• Decree 09/2018/ND-CP of January 15, 2018 on guidelines for the law on commerce and the law on foreign trade management regarding sale of goods and other activities directly related to sales of goods of foreign investors and foreign-invested business entities in Vietnam