How to Legally Run a Wine Retail Business in Vietnam: Setup, Conditions, and Licensing

The wine retail market in Vietnam has witnessed steady growth in recent years, driven by the rising middle class, tourism, and evolving consumer preferences. While the opportunity is attractive, wine is a regulated product under Vietnamese law, and retailers must strictly comply with licensing and operational requirements. This article provides a comprehensive guide for investors and business owners on how to legally run a wine retail business in Vietnam - starting from company setup, to license application, and ongoing compliance.

1. Setting Up a Wine Retail Business in Vietnam

To begin operations, businesses must first establish a legal entity in Vietnam. Common forms include:

• Limited Liability Company (LLC): Often chosen by small to medium-sized investors for its simplicity and flexible structure.

• Joint Stock Company (JSC): More suitable for businesses with multiple shareholders or those planning to scale or raise capital.

Both Vietnamese and foreign investors can participate in the wine retail sector, but foreign ownership is subject to Vietnam’s WTO commitments and specific licensing conditions. If foreign investors are involved, the business must also obtain a business license for retail activities before applying for a wine retail license.

The entity must be registered with the Department of Planning and Investment (DPI) in the province or city where it will operate. At this stage, the company must also register appropriate business lines, such as "Retail of beverages" or "Retail sale of food and beverages in specialized stores."

2. Conditions to Operate a Wine Retail Business

Wine retail falls under the list of conditional business sectors in Vietnam, as regulated by Decree No. 105/2017/ND-CP on wine trading (as amended). To be eligible for wine retail, the business must meet the following conditions:

• Fixed and Legitimate Business Location: The retail store must have a clearly identified location with a legal lease agreement or ownership documentation. Mobile sales or unauthorized pop-up stalls are not permitted.

• Valid Source of Wine Products: The business must procure wine from legitimate sources. This includes licensed wine producers, importers, or distributors. Contracts or invoices proving lawful supply are mandatory for license application.

• Storage and Display Standards: Retailers must ensure proper storage conditions to maintain the quality and safety of wine products. Requirements may include temperature control, fire prevention measures, and hygiene standards.

• Labeling Compliance: All wine products must be labeled in accordance with the Law on Food Safety and relevant circulars, including origin, alcohol content, ingredients, and health warnings.

Failure to meet these conditions can lead to license refusal or revocation, along with administrative penalties.

3. The Wine Retail License: What It Covers

A Wine Retail License is a sub-license issued by the Department of Industry and Trade (DOIT) of the province or city where the business operates. This license is required before selling wine with at least 5.5% ABV to consumers for off-premise consumption (i.e., take-away or retail purchases).

Key features of the license include:

• Scope: Permits retail sales of bottled wine at the registered business location. From March 2020, it applies for serving alcohol for consumption on-site (such as at bars or restaurants).

• Validity: Up to 5 years from the date of issuance. The license may be renewed prior to expiry (at least 30 days).

• Non-Transferability: The license is specific to the legal entity and business location listed in the application. Any changes (e.g., relocation or change of business structure) must be reported and approved.

This license is distinct from the business registration certificate and must be obtained before actual wine retail activities can begin.

4. Process to Obtain the Wine Retail License

4.1 Application Dossier

The applicant must prepare and submit the following documents:

1. Application form

2. Enterprise Registration Certificate (a notarized copy)

3. Lease agreement or ownership papers for the business location

4. List of expected wine products for retail sale, along with:

   • Sales contracts or supply agreements with licensed importers or distributors

5. Description and photographs of the retail location

6. Commitments to compliance with fire safety and hygiene standards (in some localities, additional inspection may be required)

   
   

4.2 Licensing Authority and Procedure

The dossier is submitted to the local People’s Committee at district level. Upon receipt:

• The Economic Department of local People’s Committee will verify the completeness of the dossier;

• If necessary, the authority may conduct an on-site inspection of the premises

• If all conditions are met, the DOIT will issue the Wine Retail License within 10 working days

There is an official fee for license issuance, which may vary by locality, and applicants are encouraged to check with the relevant authorities for specifics.

5. Post-License Obligations and Compliance

Once the license is issued, the business must maintain ongoing compliance, including:

• Accurate and updated labeling of wine products

• Record keeping of sales and purchases in accordance with accounting regulations

• Restrictions on advertising: Vietnamese law restricts alcohol advertising, especially for products over 15% alcohol content. Advertising must comply with the Law on Advertising and relevant guidelines.

• Inspection and enforcement: Local authorities may conduct periodic inspections to ensure continued compliance with licensing conditions.

In case of changes to business location, corporate structure, or supply sources, the business must update its license or seek re-issuance as required.

Conclusion

Starting a wine retail business in Vietnam can be a lucrative opportunity, but it is important to understand and comply with the regulatory framework that governs this conditional sector. From establishing a legal business entity to securing a Wine Retail License, each step requires careful preparation and documentation. Businesses should also plan for ongoing compliance, including labeling, storage standards, and lawful sourcing.

Engaging a legal consultant or compliance advisor early in the process can help streamline licensing and avoid costly delays or penalties. With proper setup and adherence to the law, wine retailers can confidently enter and thrive in Vietnam’s dynamic consumer market.