Comprehensive list of conditional business lines in Vietnam and the required sub-licenses: investment registration is not enough — operating in these industries requires additional approvals.
Vietnam currently has 227 conditional business lines according to the Investment Law 2020. Foreign investors are often surprised to find that having an ERC is just the first step — operating in these industries requires obtaining additional sub-licenses.
1. What Is a Conditional Business Line?
A conditional business line is an industry where operation requires meeting specific conditions related to:
- National defense and security
- Social order and safety
- Social ethics
- Public health
- Environment
The list of conditional business lines is regulated in Appendix IV of the Investment Law 2020 and detailed implementing decrees.
2. Most Common Conditional Industries
2.1. Food and Beverage
- Food safety certificate: required for any food production, processing, or business
- Alcoholic beverage business license: required for retail or distribution of liquor
- Tobacco business license
2.2. Education and Training
- Education center license: for foreign language centers, IT training, soft skills
- Decision establishing school: for international schools, universities
- Curriculum approval: for educational programs
2.3. Healthcare and Pharmacy
- Clinic operating license: for clinics, hospitals
- Practitioner certificate: doctors, pharmacists, nurses
- GPP, GDP, GSP: for pharmacy, drug distribution, drug storage
- Drug import permit
2.4. Transportation
- Passenger transport business license: cars, buses
- Cargo transport business license
- License plate for business vehicles: yellow plates
- Aviation, maritime, railway licenses
2.5. Tourism and Lodging
- International tour operator license (inbound and outbound)
- Domestic tour operator license
- Tourism accommodation recognition: hotels, resorts, homestays
- Tour guide license
2.6. Real Estate
- Real estate trading license: required for real estate business companies
- Real estate broker certificate
- Real estate exchange operating license
2.7. Financial Services
- Banking license: from State Bank of Vietnam
- Insurance license: from Ministry of Finance
- Securities business license: from State Securities Commission
- Payment intermediary services, e-money
2.8. Information Technology
- Telecom services license
- Internet services license
- Video game services license
- Approved news agency: for media, news content
2.9. Manufacturing — Industrial
- Fire prevention and fighting certificate: required for most manufacturing facilities
- Environmental permit: for facilities with environmental impact
- Conformity assessment certificate: for products subject to mandatory standards
- Special manufacturing license: pharmaceuticals, cosmetics, chemicals, weapons
2.10. Import - Export
- Specialized import permits: medical equipment, drugs, weapons, restricted goods
- Special export permits: certain agricultural and forestry products
- Bonded warehouse, free trade zone business license
3. Process of Applying for Sub-Licenses
General process for most sub-licenses:
- Step 1: Study conditions — research detailed requirements (facility, personnel, capital)
- Step 2: Prepare facility — rent location, purchase equipment, hire qualified personnel
- Step 3: Prepare documents — typically: application, business plan, qualifications of key personnel, facility, equipment list
- Step 4: Submit to competent authority — typically specialized Ministry/Department
- Step 5: Field inspection — competent authority sends team to check actual conditions
- Step 6: Receive license — issued if conditions are met
4. Timeline and Costs
Highly variable by industry:
- Simple licenses (alcohol retail, food safety): 1-2 months, VND 2-10 million
- Medium licenses (education center, tour operator): 2-4 months, VND 20-80 million
- Complex licenses (banking, insurance, telecom): 6-18 months, VND 500 million - several billion
5. Important Notes
- Verify before investing: do not invest in facilities before knowing if license can be obtained
- Sub-license validity: each license has different validity (1, 3, 5, 10 years), need to track for timely renewal
- Operational changes: many changes (location, scale, owner) require re-licensing
- Periodic reports: many licenses require quarterly or annual reports
- Inspections: be prepared for surprise inspections
6. Recommendation: Hire Sub-License Service
For complex licenses, hiring local legal service providers is recommended because:
- Deep understanding of unwritten requirements, regulator preferences
- Existing relationships with state agencies
- Saves time and prevents getting stuck
- Cost (VND 30-200 million depending on license) typically much lower than time loss
This article is for reference only. Please contact a lawyer for accurate advice on your industry.
Frequently Asked Questions
When should sub-licenses be applied for?
After having ERC and before commercial operations. Some sub-licenses can be applied for during company formation but most require ERC first. Plan timing: ERC → invest in facilities → apply for sub-license → commercial operations.
What if business activities cross multiple conditional industries?
Need to apply for sub-licenses for each industry. For example, an international school with cafeteria needs: school establishment decision + food safety + fire prevention + maybe transport (if school bus). Plan all licenses needed from the start.
How long does each sub-license remain valid?
Varies by industry. Food safety: 3 years. Education center: typically 5 years. Banking, insurance: unlimited but with periodic review. Tour operator: 5 years. Renew at least 3-6 months before expiry to avoid operation interruption.
Can sub-licenses be transferred when buying a company?
Most sub-licenses cannot be transferred — bound to specific entity. M&A means changing ownership of holder, sub-license remains valid if business model unchanged. Significant changes may require notification or re-licensing.
Penalty for operating without sub-license?
Heavy: VND 50-200 million administrative fine, possible operation suspension, confiscation of business proceeds. Legal representative may face criminal charges for serious violations. Customers may sue contract void due to illegal operation.