The DECREE stipulates in detail trade law on sale of goods operations and activities directly related to the buying and selling of goods business for foreign investment in Vietnam _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ the GOVERNMENT pursuant to the law on organization of the Government of 25 December 2001;
Commercial Law base on June 14, 2005;
According to the recommendation of the Minister of Commerce.
DECREE: chapter I: GENERAL PROVISIONS article 1. Scope of this Decree stipulates in detail trade law on sale of goods operations and activities directly related to the buying and selling of goods business for foreign investment in Vietnam.
Article 2. The object of this Decree apply apply to businesses with foreign investment, organizations, individuals related to the management of the purchase and sale of goods and the activities directly related to the buying and selling of goods business for foreign investment in Vietnam.
Article 3. Explanation of terms In this Decree, the terms below are interpreted as follows: 1. the purchase and sale of goods and the activities directly related to the sale of goods as exports, imports, distributes, other activities specified in chapter IV, chapter V, chapter VI of the commercial law.
2. Export and import operations are specified in article 28 of the law on trade.
3. the exporting Authority is the right to buy goods in Vietnam to export, including the right to stand on the export goods declaration to make and take responsibility for the procedures relating to exports. Export permission does not include the right to organize the network of middlemen in Vietnam to export goods, except where the law or international treaties to which Vietnam Republic of Vietnam's Socialist Members have other rules.
4. import Rights is the right to import goods from abroad into Vietnam to sell to traders who have the right to distribute such goods in Vietnam; including the right to name on imported goods to make and take responsibility for the procedures related to imports. Import rights do not include the right to organize or participate in goods distribution system in Vietnam, unless Vietnam law or international treaties which the Socialist Republic of Vietnam is a member otherwise.
5. distribution is the wholesale operations, retailers, agents for the sale of goods and the franchise under the provisions of the law of Vietnam.
6. right of distribution is the right to make direct distribution activities.
7. Wholesale activity is the sale of goods for traders, other organizations; does not include direct sales operations for final consumers.
8. Retail activity is selling goods directly to the end consumer.
9. the retail facility is owned by the business to do retail.
Article 4. Conditions for enterprise with foreign investment business license purchase and sale of goods and the activities related to buying and selling goods in Vietnam 1. Conditions for enterprise with foreign investment business license purchase and sale of goods and the activities related to the sale of goods in Vietnam include: a) Is the investor in the country, the territory participated in the international treaties to which the Socialist Republic of Vietnam is a member and in the international treaties that Vietnam has committed open market operations on purchase and sale of commodities and activities directly related to the sale of goods;
b) form of investment consistent with the roadmap had committed in the international treaties to which the Socialist Republic of Vietnam is a member and in accordance with the law of Vietnam;
c) goods, business services consistent with the commitment of Vietnam open market and in accordance with the law of Vietnam;
d) scope of activities consistent with the commitment of Vietnam open market and in accordance with the law of Vietnam;
DD) Is the competent State organs prescribed in article 5 of this Decree of approval.
2. The Minister responsible for trade announced the roadmap had committed in the international treaties to which the Socialist Republic of Vietnam is a member, and the specific conditions prescribed in paragraph 1 of this article.
3. for foreign investors are not subject to the provisions of art. 1 of this article, before the competent authority granting business licenses, Trade Minister reviewed, approved for purchase and sale of goods and the activities directly related to the sale of goods for each specific case.  
Article 5. Business licensing authority to purchase and sell the goods and the activities directly related to the buying and selling of goods and licenses retail facility set up 1. The provincial people's Committee is responsible for the business license to purchase and sell the goods and the activities directly related to the sale of goods (hereinafter referred to as the business license) for enterprises of foreign investment have been granted investment certificates or licenses (collectively investment certificates) after having approved comments written by the Ministry of Commerce.
2. In the case of the first foreign investors to invest in Vietnam have invested in commodities trading operations and activities directly related to the sale of goods shall apply to procedures for investment in State Agency investment management. The State agency that manages the investment opinions of the Ministry of Commerce and investment certificates only on active buying and selling of goods and activities related to the sale of goods if the Ministry of Commerce approved in writing. In this case, investment certificates valued at the same time as the business license. Investment procedures are done in accordance with the investment law.
3. In the case of foreign investors only invested in the export, import or business for foreign investment of the additional proposal only the export, import or distribution business without the activities directly related to the sale of goods, the State agency managing the investment roadmap based on the open market in the international conventions to which the Socialist Republic of Vietnam is the membership level or investment Certificate Supplement, do not need the approval of the Ministry of Commerce.
4. Enterprise with foreign investment capital has had distribution rights was established the first retail establishments that do not suggest licensed retail establishments created under the provisions of this Decree. The establishment of more retail establishments also retail establishments by the provincial people's Committee decided to follow the instructions of the Ministry of Commerce and according to the procedures specified in this Decree.
Article 6. Compliance with the provisions of the related legislation 1. In addition to the implementation of the rights and obligations under the provisions of this Decree, enterprises have invested abroad also must comply with the regulations of the corporate law, investment law and other related laws.
2. where the activities specified in chapter IV, chapter V, chapter VI of the law of trade was another decree to regulate the application of the provisions of that Decree.
3. When implementing the procedure level, level back, modified, additional business licenses and permits established retail establishments, businesses invested abroad must pay the fee prescribed by the Ministry of finance.
4. where necessary, in accordance with the law of Vietnam, foreign-invested enterprises are obliged to report, providing documents or explain the issues related to their activities as requested by the governing body of the competent State.
Chapter II: PROCEDURE for GRANTING BUSINESS LICENSE article 7. Records suggest that the business license 

1. The text proposed business license according to the form of the Ministry of Commerce.
2. A the explanation satisfy the conditions specified in point a, b, c, d paragraph 1 article 4 of this Decree.
3. content of business sale of goods and the activities directly related to the expected sale of goods of the business.
4. A copy of the certificate of investment.
Article 8. Business licensing process 1. Enterprises pay 3 sets of records, including 12 sets of original records for the provincial people's Committee where the enterprises are located.
2. within 10 working days from the date of receiving the application, the agency receiving records to check the validity of the profile and send comments of the Ministry of Commerce. Invalid profile case, the Agency received the written notice of record for investors know to modify, complement the profile.
3. Within 15 working days from the date of receiving the application, the Ministry of Commerce to send comments in writing about the problems in his management functions.
4. Within 15 working days from the date of receiving the opinion of the Ministry of Commerce, the provincial people's Committee decided the licensing business.
The case not to grant a business license, the agency receiving records must inform, in writing and stating the reason for the business.
5. within 7 working days from the date of business license, the Agency receives the record copy send a business license to the Ministry of Commerce and the provincial people's Committee where the enterprises are located.
Article 9. The content and duration of the business license 1. The content of the business license include: a) the name, address of Head Office of the enterprise;
b) content business sale of goods and the activities directly related to the sale of goods as defined in article 12 of this Decree;
c) validity period of business license.
2. for the cases specified in article 5 of this Decree, the validity period of a business license by the time limit for the operation of investment projects recorded in the certificate of investment.
Article 10. Modification, additional business license 1. Businesses have invested abroad to the modified procedures, additional business license in business licensing authority when required to change one of the contents specified in point a, point b paragraph 1 article 9 of this Decree.
2. The records suggest amendments, additional business license include: a) the revised proposal text, additional business license according to the form of the Ministry of Commerce;
b) copy of business license has been granted.
3. within 10 working days from the date of receipt of a valid application of enterprises as defined in paragraph 2 of this article, the business licensing authority is responsible for the modification, additional business license if the proposed additional amendments that accord with the law of Vietnam and the international treaties to which the Socialist Republic of Vietnam is a member. The case does not approve the amendments, additional business license, business license authority must inform, in writing and stating the reason for the business.
4. When receiving new business license has been modified, added, the business must pay back the original business license for old business licensing agency.
Article 11. Refresh active business license for the sale of goods and the activities directly related to the buying and selling of goods 1. A business license is granted in case of lost, torn, were crushed, burned or otherwise destroyed.
2. in case of loss of business licenses, business must declare to the police where the lost licence, licensing agency business and reported on mass media three times in a row. After 30 days from the date of the first notification, public enterprise, suggested the Agency granted business license to the license.
3. recommended records reissued business license include: a) the suggested text to business license according to the form of the Ministry of Commerce;
b) confirmed by the police about the loss of business licenses; a explain the reason broke, ragged, fire or other form of destruction.
4. within 7 working days from the date of receipt of a valid application, the Agency granted a business license is responsible for the business license again.
Article 12. Active content for the sale of goods and the activities that are directly related to the buying and selling of goods 1. Active content for the sale of goods and the activities directly related to the sale of goods of enterprises with foreign investment must be specified in the license business, which stated: a) sale of goods operations and activities directly related to the sale of goods is entitled to make;
b) other goods not be trading for each activity outlined in section a of paragraph 1 of this article;
c) types of services directly related to the purchase and sale of the goods is made.
2. Business foreign investment only conducted the activities consistent with the content recorded in the business license.
3. Business case for goods, the service that the law must have the condition, then the business is allowed only when the business is eligible under the rules of the law of Vietnam.
Chapter III: PROCEDURE for GRANTING PERMITS RETAIL BASE article 13. Recommended records established retail establishments 1. Proposed text formed the basis of retail in Vietnam according to the form of the Ministry of Commerce, includes the following content: a) the name, address of Head Office of the enterprise;
b) name, address, retail establishments were established;
c) name, address, retail establishments planned establishment;
d) content activities of retail establishments;
DD) full name, place of residence, number of the identity card or passport or other legal personal endorsement of the head of the retail establishments;
e) name, signature of the legal representative of the enterprise.
2. Copy of business license.
Article 14. Licensing processes established retail establishments 1. Enterprises pay 3 sets of records, including 12 sets of original records for the provincial people's Committee, which is expected to put the retail base.
2. within 10 working days from the date of receiving the application, the agency receiving records to check the validity of the profile and send comments of the Ministry of Commerce. Invalid profile case, the Agency received the written notice of record for investors know to modify, complement the profile.
3. Within 15 working days from the date of receiving the application, the Ministry of Commerce to send comments in writing about the problems in his management functions.
4. Within 15 working days from the date of receiving the opinion of the Ministry of Commerce, the provincial people's Committee decided to set up the licensing of retail establishments. In case of need, this time limit may be extended but not more than 30 days.
The case does not license the establishment of retail establishments, the agency receiving records must inform, in writing and stating the reason for the business.
5. within 7 working days from the date of license, established retail establishments, the Agency receives the record copy send license to set up retail establishments to the Ministry of Commerce and the provincial people's Committee where the enterprises are located.
Article 15. Content and validity period of the licence established retail establishments 1. The content of the licence established retail establishments include: a) the name, address of Head Office of the enterprise;
b) the name, address of retail establishments;
c) content activities of retail establishments;
d) full name, place of residence, number of the identity card or passport or other legal personal endorsement of the head of the retail establishments;
DD) validity period of the licence established retail establishments.
2. In the cases specified in clause 4 Article 5 of this Decree, the validity period of the licence established retail establishments with validity period of business license.
Article 16. The additional license to modify, established retail establishments

1. within 10 days from the date of the decision to change one of the contents specified in point a, b, c, d paragraph 1 article 15, businesses invested abroad to do the modified procedure, additional licences established retail establishments.
2. The records suggest additional amendments established the retail base license includes: a) the revised proposal text, additional licences established retail establishments according to the form of the Ministry of Commerce, which stated the contents of additional amendments.
b) copy up retail establishments were granted.
3. within 10 working days from the date of receipt of a valid application as specified in paragraph 2 of this article, the Agency licensed to set up retail establishments are responsible for the additional license to modify, established retail establishments.
4. Upon receipt of the license set new retail establishments have been modified, added, businesses invested abroad must submit the original licence established retail facility licensing agency for the old established retail establishments.
Article 17. Back up license level retail base 1. Businesses have invested abroad are granted leave of license retail made in case of missing, torn, were crushed, burned or otherwise destroyed.
2. Profile and the procedure of reissuing permits established retail establishments shall be as prescribed for the grant of leave business license in article 11 of this Decree.
Chapter IV: terms of the IMPLEMENTATION of Article 18. Handle violation 1. Depending on the nature and extent of the violation, the business capital of foreign investment may be administrative sanctions under the provisions of the law on the handling of administrative violations. The event of serious violations, the revoked business license, the license set up retail establishments.
2. in case of violations have enough elements constitute the crime the person violating was bail for criminal liability in accordance with the law.
Article 19. Effective enforcement of this Decree has effect after 15 days from the date The report.
Article 20. Implementation 1. Ministry of Commerce is responsible for guiding the implementation of this Decree.
2. The Ministry of finance specifies the level and the management fee level, level back, modified, additional business license, the license set up retail establishments.
3. Ministers, heads of ministerial agencies, heads of government agencies, the Chairman of the provincial people's Committee, the central cities is responsible for the implementation of this Decree.