Establishing a Foreign Restaurant in Vietnam

Currently, the investment in the restaurant business sector is developing strongly. The tastes and preferences of Vietnamese customers are very diverse, and they enjoy trying new and exotic menus. Especially in large cities, it is not difficult to find many restaurants owned by foreigners offering dishes from various regions and countries such as France, Italy, Japan, South Korea, Singapore, Thailand, China, India, etc.

In Vietnam’s specific service commitments when joining the WTO, services related to food (CPC 642) and beverages (CPC 643) are no longer restricted for foreign investors. This means that foreigners can establish a 100% foreign-owned company to operate in the restaurant business in Vietnam.

There are two methods to choose from:

1. Establishing a foreign-invested company to run a restaurant in Vietnam.

2. Contributing capital, purchasing shares, or stakes in a restaurant business in Vietnam.

Method 1: Establishing a Foreign-Invested Company to Run a Restaurant in Vietnam

Step 1: Apply for an Investment Registration Certificate

The required documents include:

• Proposal letter for the investment project.

• For individual investors: A copy of their ID card, citizen identification card, or passport.

• For organizational investors: A copy of the establishment certificate or equivalent legal documents confirming the legal status.

• Investment project proposal.

• A copy of the financial report for the last two years, or a commitment of financial support from the parent company or financial institution, or a guarantee of the investor’s financial capacity.

• Proposal for land use requirements. If the project does not request the government to allocate or lease land or change the land use purpose, submit a copy of the lease agreement or other documents confirming the investor's right to use the land for the project.

• If the project involves the use of technology from the restricted technology list, submit an explanation for using the technology.

Where to submit the application: The Department of Planning and Investment where the headquarters is planned to be located.

Processing procedure: Within 15 days of receiving a complete and valid application, the Department of Planning and Investment will issue the Investment Registration Certificate for the foreign investor. If the application is refused, the department will respond in writing, stating the reason for the rejection.

Step 2: Apply for a Business Registration CertificateThe documents required for company establishment include:

• Application for business registration.

• Company charter.

• List of members for a limited liability company with two or more members or list of partners.

• Certified copy of the personal ID card or passport for individual members, certified copy of the business registration certificate for corporate members, and certified copy of the personal ID card or passport of the legal representative of that organization.

• Power of attorney.

• Investment registration certificate for foreign investors.

Where to submit the application: The Department of Planning and Investment where the business is located.

Timeframe: 3–6 working days.

Announcement of business registration information: The business registration information must be publicly announced on the National Business Registration Portal within 30 days from the date the Business Registration Certificate is granted. The published information includes the details recorded in the Business Registration Certificate.

Seal engraving and announcement of seal samples:

• The company may either authorize or do it themselves to engrave their seal and notify the use of the seal sample to the Department of Planning and Investment. The company can decide on the form, number, and content of the seal but must include the company name and business code.

After receiving the seal sample notification, the Business Registration Office will issue a receipt to the company, publish the business’s seal notification on the National Business Registration Portal, and issue a notification about the seal sample publication.

Step 3: Apply for a Food Safety Certificate

Documents required for applying for a food safety certificate include:

• Application for a food safety certificate.

• Copy of the Business Registration Certificate.

• Explanation of facilities, equipment, and tools ensuring food safety and hygiene.

• Health confirmation from the owner of the facility and the person directly involved in food production and business issued by a medical facility.

• Confirmation that the owner and food production/business personnel have received food safety training.

Where to submit the application: The Department of Health.

The Department of Health will inspect the actual food safety conditions at the facility within 15 days from the date of receiving a valid application. If the facility meets the requirements, they will issue a food safety certificate; if not, they will provide a written response with reasons for the refusal.

Method 2: Contributing Capital, Purchasing Shares, or Stakes in a Restaurant Business in Vietnam

If the investor chooses this method, it saves time and costs as there is no need to apply for an Investment Registration Certificate. This sector does not restrict foreign investors’ capital contribution, so foreign investors can own up to 100% of the company's capital. The investor only needs to register their capital contribution, purchase shares, or stakes with the Department of Planning and Investment.

Step 1: Register Capital Contribution or Purchase of Shares

Required documents include:

• Document for capital contribution or share purchase, indicating the organization and ownership ratio of the foreign investor after the contribution or purchase.

• A certified copy of the ID card, citizen ID, or passport for individual investors; a certified copy of the company’s establishment certificate or equivalent documents for organizational investors.

Where to submit the application: The Department of Planning and Investment where the company is located.

Processing procedure: If the capital contribution, share purchase, or stake transfer complies with the ownership ratio and investment form regulations, the Department of Planning and Investment will notify the investor in writing within 15 days from the date of receiving a complete application. If the application does not meet the conditions, the department will respond in writing, stating the reason for the rejection.

Step 2: Transfer of Shares, Stake Transfers, and Changes in Shareholders or Members.

If you need further advice or assistance with legal issues related to establishing a foreign restaurant in Vietnam, please contact us for more guidance!