Through the system of receiving and responding to recommendations of companies, the Sapo Technology Joint Stock Company (in Hanoi) would like to requestto have a guidance on the implementation of a number of regulations on the issuance of a retail license in the case of an company with domestic capital contribution from foreign investors. Approved by the City Department of Planning and Investment. In Hanoi, a foreign investor (100% Singaporean finance) invests in the form of capital contribution and share purchase of the Sapo Technology Joint Stock Company (100% Vietnamese finance). Accordingly, the charter capital contribution ratio of foreign investors in the Sapo Technology Joint Stock Company is less than 51%. The Sapo Technology Joint Stock Company currently plans to retail the company's own software, computers and peripheral devices right at the Company's headquarters without setting up a retail establishment. Pursuant to Clause 5, Article 5 of the Government's Decree 09/2018 / ND-CP dated January 15, 2018: “6. Economic organizations with retail establishments in Vietnam, after receiving contributed finance, become foreign-invested economic organizations, economic organizations falling into the cases specified at Points b and c, Clause 1, Article 23. The Law on Investment, must go through the procedures to issue a business license or a license to set up a retail establishment ”. Thus, the Company understands that the Company does not fall into the case specified at Points b and c, Clause 1, Article 23 of the Law on Investment: Thus, the Company understands that the Company does not fall into the case specified at Points b and c, Clause 1, Article 23 of the Law on Investment: “Article 23.- Conducting investment activities by foreign-invested economic organizations 1. Economic organizations must satisfy the conditions and carry out investment procedures under regulations applicable to foreign investors when investing in establishing economic organizations; investment in capital contribution, purchase of shares or capital contributions of economic organizations; Investing under a BCC contract falls into one of the following cases: ... b) Having an economic organization specified at Point a of this Clause holding 51% or more of the charter capital; c) Foreign investors and economic organizations specified in Point a of this Clause hold 51% or more of the charter capital ”. Therefore, the Company is not in the case of having to carry out the procedures for granting a business license or a retail establishment license in accordance with Decree 09/2018 / ND-CP and other relevant laws. Through the receiving and responding system to the recommendations of businesses, the Sapo Technology Joint Stock Company asked, is the above understanding correct? In case the interpretation is correct, when exercising the right to retail distribution of software, computers and peripheral equipment at the head office, the Company is not required to apply for a Business License or Basic License. Is the retail department correct in accordance with Decree 09/2018 / ND-CP? Regarding this issueThe Ministry of Industry and Trade has the following opinions: Under the provisions of Articles 2 and 5, Article 5 of Decree No. 09/2018 / ND-CP, the foreign-invested economic organizations, economic organizations in the cases specified at Points b and c, Clause 1, Article 23 of the Investment Law carries out the sale and purchase of goods and activities directly related to the purchase and sale of goods subject to the Government's Decree No. 09/2018 / ND-CP.
Under the provisions of Clause 17, Article 3 of the Investment Law: "Foreign-invested economic organization is an economic organization with a member or shareholder as a foreign investor".
The Sapo Technology Joint Stock Company is an economic organization with a foreign investor / member / shareholder, so according to the above regulation, the Company is an economic organization with foreign investment capital. Therefore, the Company must meet the conditions and carry out the procedures for the issuance of a Business License, License to establish a retail establishment in accordance with the provisions of Decree No. 09/2018 / ND-CP when conducting retail activities. at the headquarters.