THE MINISTRY OF TRADE
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SOCIALIST REPUBLIC OF VIET NAM
Independence - Freedom - Happiness
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No. 09/2007/TT-BTM
Hanoi, July 17, 2007
 
CIRCULAR
23/2007/ND-CP DATED FEBRUARY 12, 2007, WHICH DETAILS THE COMMERCIAL LAW REGARDING GOODS TRADING AND DIRECTLY RELATED ACTIVITIES OF FOREIGN-INVESTED ENTERPRISES IN VIETNAM
Pursuant to the Government’s Decree No. 29/2004/ND-CP dated January 16, 2004 on the functions, tasks, powers and organizational structure of the Ministry of Trade;
Pursuant to the Government’s Decree No. 23/2007/ND-CP dated February 12, 2007, detailing the Commercial Law regarding goods trading and directly related activities of foreign-invested enterprises in Vietnam;
Pursuant to the Government’s Decree No. 35/2007/ND-CP dated March 31, 2006, detailing the implementation of the Commercial Law regarding commercial franchise;
Pursuant to the Governments Decree No. 12/2006/ND-CP dated January 23, 2006, detailing the implementation of the Commercial Law regarding international goods purchase and sale and goods purchase and sale agency, processing and transit with foreign countries,
Pursuant to the Government’s Decree No. 108/2006/ND-CP dated September 22, 2006, detailing and guiding the implementation of a number of Articles of the Investment Law;
The Ministry of Trade guides a number of contents specified in Decree No. 23/2007/ND-CP dated February 12, 2007, as follows:
I. GENERAL GUIDANCE
1. Investment in goods trading and directly related activities
Foreign investors or foreign-invested enterprises in Vietnam that meet the conditions specified at Point a, Clause 1, Article 4 of Decree No. 23/2007/ND-CP may invest in goods trading and directly related activities in the forms and according to the roadmaps provided for in Appendix 01 to the Trade Minister’s Decision No. 10/2007/QD-BTM dated May 21, 2007, publicizing roadmaps for goods trading and directly related activities (below referred to as Decision No. 10/2007/QD-BTM for short).
2. Exercise of the right to export
2.1. Vietnam-based foreign-invested enterprises already licensed to exercise the right to export
a) Export goods which are not the list of those banned from export (Section I of Appendix 01 to Decree No.12/2006/ND-CP), the list of those suspended from export (if any) or the list of those of which the right to export is not granted (Clause A, Section II of Appendix 02 to Decision No. 10/2007/QD-BTM)
b) Export according to the set roadmaps goods on the list of those for export according to roadmaps (Clause B, Section IIof Appendix 02 to Decision No.10/2007/QD-BTM)
c) Directly purchase goods from traders that have registered the trading of, or have the right to
d) Directly carry out goods export procedures at customs offices in accordance with Vietnamese law.
2.2. Foreign-invested enterprises already licensed to exercise the right to export may not set up establishments for the procurement of exported goods.
3. Exercise of the right to import
3.1. Foreign-invested enterprises already licensed to exercise the right to import
a) Import goods which are not the list of those banned from import (Section II of Appendix 01 to Decree No. 12/2006/ND-CP), the list of those suspended from import (if any) or the list of those of which the right to import is not granted (Clause A, Section II of Appendix 03 to Decision No. 10/2007/QD-BTM).
b) Import according to the set roadmaps goods on the list of those for import according to roadmaps (Clause B, Section II of Appendix 03 to Decision No. 10/2007/QD-BTM).
c) Directly carry out goods import procedures at customs offices in accordance with Vietnamese law.
d) Sell imported goods of a category to a trader that has registered the trading of, or has the right to distribute, goods of that category. That trader shall be selected and registered by the foreign-invested enterprise with a competent licensing agency. Each goods category comprises goods in a chapter of the Import Tariff.
3.2. Foreign-invested enterprise already licensed to exercise the right to import may not set up establishments for the distribution of imported goods.
4. Exercise of the right to distribution
4.1. Foreign-invested enterprises already licensed to exercise the right to distribution may:
a) Wholesale, retail, conduct commercial franchise or act as agencies for the trading of, goods produced in Vietnam and goods imported into Vietnam, except goods on the list of those of which the right to distribution is not granted (Clause A, Section II of Appendix 04 to Decision No. 10/2007/QD-BTM).
b) Wholesale, retail, conduct commercial franchise or act as goods trading agencies according to the set roadmaps for, goods on the list of those for distribution according to roadmaps (Clause B, Section II of Appendix 04 to Decision No. 10/2007/QD-BTM).
4.2. Foreign-invested enterprises possessing wholesale or retail licenses may wholesale or retail goods in accordance with Clauses 7 and 8, Article 1 of Decree No. 23/2007/ND-CP. Foreign-invested enterprises already licensed to set up retail establishments (including the first retail establishments) may not retail goods outside the licensed retail establishments.
4.3. Setting up of retail establishments in addition to the first retail establishments
a) The setting up of retail establishments in addition to the first retail establishments shall be considered on a case-by-case basis, depending on the number of retail establishments, market stability and population density in provinces or cities where the retail establishments are located as well as investment projects' compliance with the plannings of those provinces or cities.
b) Foreign-invested enterprises possessing investment licenses or investment certificates that provide for the setting up of retail establishments in addition to the first retail establishments but not yet granted licenses for setting up retail establishments under Decree No. 23/2007/ND-CP shall carry out procedures for the grant of licenses for setting up retail establishments under the guidance at Point d, Clause 4, Section II of this Circular.
II. GRANT OF LICENSES FOR GOODS TRADING AND DIRECTLY RELATED ACTIVITIES
1. When investment is made only for the exercise of the right to import or export but not the right to distribution or activities directly related to goods trading
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