Circular No. 08/2013/TT-BCT detailing the activities of goods trading and related activities directly associated with goods trading of foreign-invested enterprises in Vietnam.

CIRCULAR

Detailed regulations on trading activities and related activities directly connected to trading activities

of foreign-invested enterprises in Vietnam

______________________

Pursuant to Decree number 95/2012/NĐ-CP dated November 12, 2012 of the Government on the functions, tasks, powers, and organizational structure of the Ministry of Industry and Trade;

Pursuant to Decree No. 108/2006/NĐ-CP dated September 22, 2006 of the Government detailing and guiding the implementation of certain provisions of the Investment Law;

Pursuant to Decree No. 23/2007/NĐ-CP dated February 12, 2007 of the Government detailing the Law on Trade regarding trading activities and related activities directly connected to trading activities of foreign-invested enterprises in Vietnam;

At the proposal of the Director of the Department of Planning;

The Minister of Industry and Trade issues this Circular detailing trading activities and related activities directly connected to trading activities of foreign-invested enterprises in Vietnam:

PART I

GENERAL PROVISIONS

Article 1. Investment for Trading Activities and Related Activities Directly Connected to Trading Activities

Foreign investors or foreign-invested enterprises in Vietnam meeting the conditions stipulated in point a, Clause 1, Article 4 of Decree No. 23/2007/NĐ-CP have the right to invest to carry out trading activities and related activities directly connected to trading activities according to the investment form and implementation schedule specified in Appendix No. 01 of Decision No. 10/2007/QĐ-BTM dated May 21, 2007 of the Minister of Trade (now the Ministry of Industry and Trade) announcing the implementation schedule for trading activities and related activities directly connected to trading activities and relevant legal provisions.

Article 2. Scope of Trading Activities and Related Activities Directly Connected to Trading Activities

Foreign-invested enterprises may only conduct trading activities and related activities directly connected to trading activities in accordance with the Investment Certificate, Business License, Retail Establishment Permit of the enterprise, and relevant legal provisions.

Article 3. Implementation of Export Rights

1. Foreign-invested enterprises that have been granted export rights may purchase goods in Vietnam for export to other countries, including goods imported into Vietnam by the enterprise or another enterprise and completed tax and financial obligations, subject to the following conditions:

a) Exported goods do not belong to the list of prohibited exports, temporarily suspended exports, or goods not permitted to be exported under international commitments;

b) Exported goods belong to the list of conditional exports, the enterprise must meet the conditions stipulated by law;

c) Exported goods belong to the list of exports under the schedule in international commitments, the enterprise must implement according to the commitment schedule;

d) The exported product must be consistent with the content of the export rights already granted to the enterprise.

2. Foreign-invested enterprises that have been granted export rights may directly handle export procedures at customs authorities in accordance with the law.

3. Foreign-invested enterprises that have been granted export rights are responsible for fulfilling tax obligations and other financial obligations for the export of goods in accordance with the law.

4. Foreign-invested enterprises that have been granted export rights may only directly purchase goods from Vietnamese traders who have business registration or import/export rights for those goods for export; they shall not organize a network to collect goods in Vietnam for export, including setting up locations to collect export goods, except where Vietnamese law or international treaties to which the Socialist Republic of Vietnam is a party provide otherwise.

Article 4. Implementation of Import Rights

1. Foreign-invested enterprises that have been granted import rights may import goods from abroad into Vietnam under the following conditions:

a) The imported goods must not be on the list of prohibited imports, temporarily suspended imports, or imports restricted by international commitments;

b) For goods listed as conditional imports, the enterprise must meet the conditions stipulated by law;

c) For goods listed as phased imports pursuant to international commitments, the enterprise must comply with the commitment schedule;

d) The imported goods must be consistent with the content of the import rights granted to the enterprise.

2. Foreign-invested enterprises that have been granted import rights may directly handle import procedures at customs authorities in accordance with the provisions of the law.

3. Foreign-invested enterprises that have been granted import rights shall be responsible for fulfilling tax obligations and other financial obligations related to the importation of goods in accordance with the provisions of the law.

4. Foreign-invested enterprises that have been granted import rights but not distribution rights may only directly sell imported goods to Vietnamese traders who have business registration or export/import rights, and shall not organize or participate in a distribution system in Vietnam, except where otherwise provided by Vietnamese law or international treaties to which the Socialist Republic of Vietnam is a party.

Article 5. Implementation of Distribution Rights

1. Foreign-invested enterprises that have been granted distribution rights may distribute domestically produced goods and legally imported goods into Vietnam under the following conditions:

a) Distributed goods must not be on the list of prohibited sales or distribution restricted by international commitments;

b) For goods subject to restricted sales or conditional sales, the enterprise must meet the conditions stipulated by law;

c) For goods listed as phased distribution pursuant to international commitments, the enterprise must comply with the commitment schedule;

d) The distributed goods must be consistent with the content of the distribution rights granted to the enterprise.

2. Foreign-invested enterprises that have been granted distribution rights shall be responsible for fulfilling tax obligations and other financial obligations related to the distribution of goods in accordance with the provisions of the law.

Article 6. Implementation of Goods Trading Activities and Related Direct Trading Activities with Export Processing Zone Enterprises

1. Foreign-invested export processing zone enterprises that have been granted export and import rights shall implement corresponding rights as prescribed in Articles 3 and 4 of this Circular.

2. Foreign-invested export processing zone enterprises that have been granted distribution rights shall implement distribution rights as prescribed in Article 5 of this Circular, including distribution to export processing zone enterprises and enterprises outside the export processing zone in Vietnam.

3. Foreign-invested enterprises that are not export processing zone enterprises and have been granted distribution rights shall implement distribution rights as prescribed in Article 5 of this Circular, including distribution to export processing zone enterprises.

4. Export processing zone enterprises shall be responsible for fulfilling tax obligations and other financial obligations related to the implementation of goods trading activities and related direct trading activities in accordance with the provisions of the law.

5. Investment incentives, tax incentives, and other financial incentives applicable to production for export by foreign-invested export processing zone enterprises shall not apply to goods trading activities and related direct trading activities of foreign-invested export processing zone enterprises.

Article 7. Establishment of Retail Outlets

1. The establishment of retail outlets, including primary retail outlets, must comply with the provisions of laws on state management of retail activities and be consistent with relevant provincial and centrally-administered city planning where the retail outlet is to be established.

2. The establishment of retail outlets other than primary retail outlets shall be considered on a case-by-case basis based on an economic need assessment of the area where the retail outlet is to be located according to criteria such as the number of retail outlets, market stability, population density, and the scale of the district or county where the retail outlet is to be located.

3. In cases where a retail outlet with an area less than 500 square meters is established in an area that has been planned for commercial activities by the province or centrally-administered city and has completed infrastructure construction, the economic need assessment requirement set forth in Clause 2 of this Article does not apply. This provision does not apply if there is a change in the plan and this condition no longer exists.

4. The People's Committee of the province or centrally-administered city (hereinafter referred to collectively as the Provincial People's Committee) shall establish an Economic Need Assessment Board to review the appropriateness of establishing a retail outlet other than a primary retail outlet according to the criteria stipulated in Clauses 1 and 2 of this Article.

5. The Economic Need Assessment Board shall include representatives from: the Provincial People's Committee; the Department of Planning and Investment (or the Management Board of the Economic Zone where the retail outlet is to be located); the Department of Industry and Trade, and other relevant agencies (as decided by the Chairman of the Provincial People's Committee).

Where the location for establishing a retail outlet falls within a geographic area of a commune, ward, or town bordering another province or centrally-administered city, the Economic Need Assessment Board must include representatives from the People's Committee of the bordering province or centrally-administered city.

6. The results of the work of the Economic Need Assessment Board must be approved in writing by the Provincial People's Committee. This document is part of the application for establishing a retail outlet submitted to the Ministry of Industry and Trade for approval.

7. A foreign-invested enterprise that has been granted an Investment Certificate containing the establishment of a retail outlet other than a primary retail outlet but has not yet been issued a Retail Outlet Establishment Permit under Decree No. 23/2007/NĐ-CP, must follow the procedures for obtaining a Retail Outlet Establishment Permit as stipulated in Article 19 of this Circular.

Article 8. Establishment of Branches to Carry Out Commercial Activities and Related Activities Directly Linked to Commercial Activities

A foreign-invested enterprise that establishes a branch to carry out commercial activities and related activities directly linked to commercial activities or sets up a retail outlet in conjunction with establishing a branch must comply with the provisions of the Law on Investment, the Enterprise Law, Decree No. 23/2007/NĐ-CP, and the provisions of this Circular.

Article 9. Foreign Investors' Capital Contribution and Share Purchase in Vietnamese Enterprises Male To Carry Out Commercial Activities and Related Activities Directly Linked to Commercial Activities

An enterprise that becomes a foreign-invested enterprise to carry out commercial activities and related activities directly linked to commercial activities through foreign investors' capital contribution or share purchase in a Vietnamese enterprise must comply with the provisions of Decree No. 23/2007/NĐ-CP and this Circular.

Chapter II

PROCEDURES FOR ISSUING LICENSES TO CARRY OUT COMMERCIAL ACTIVITIES AND RELATED ACTIVITIES DIRECTLY LINKED TO COMMERCIAL ACTIVITIES

Article 10. Issuing export and import licenses without simultaneously conducting distribution rights or activities directly related to the purchase and sale of goods.

1. Foreign investors investing to implement export and import rights must go through procedures for issuing Investment Certificate; foreign-invested enterprises in Vietnam supplement their business objectives to implement export and import rights must go through procedures to adjust the Investment Certificate.

a) The documents include:

- Documents for examination and issuance or adjustment of the Investment Certificate in accordance with laws on investment;

- A statement explaining compliance with conditions for implementing purchasing and selling activities and activities directly related to purchasing and selling goods according to Model MD-6 issued together with this Circular;

- Financial capability and experience documentation of the investor in implementing export and import rights;

- Tax authority certificates regarding the fulfillment of corporate income tax obligations for two consecutive years for cases where foreign-invested enterprises supplement the implementation of export and import rights. In cases where there are no or insufficient certificates, the enterprise provides a written explanation detailing the reasons.

b) The competent state agency bases its decision on relevant laws to issue the Investment Certificate or adjust the Investment Certificate to supplement business objectives for implementing export and import rights. The Investment Certificate also serves as the Business License. The provisions on business sectors and trades in the Investment Certificate are implemented according to Model HD-1 issued together with this Circular.

2. Foreign-invested enterprises that have been granted an Investment Certificate to implement export and import rights, if they need to adjust the content of implementing export and import rights, must go through procedures to adjust the Investment Certificate or procedures to adjust the Investment Certificate accompanied by issuing a Business License (upon the enterprise's request).

a) In the case of adjusting the Investment Certificate, the dossier includes:

- Documents for examination and adjustment of the Investment Certificate in accordance with laws on investment;

- A statement explaining compliance with conditions for implementing purchasing and selling activities and activities directly related to purchasing and selling goods according to Model MD-6 issued together with this Circular;

- Documentation proving the financial capability and experience of the investor in implementing the adjusted content;

- Reports on the implementation of export and import rights according to Models BC-1, BC-2, and BC-3 issued together with this Circular;

- Tax authority certificates regarding the fulfillment of corporate income tax obligations for two consecutive years. In cases where there are no or insufficient certificates, the enterprise provides a written explanation detailing the reasons.

b) In the case of adjusting the Investment Certificate accompanied by issuing a Business License, the dossier includes:

- Documents stipulated in point a, Clause 2 of this Article;

- Application for issuing a Business License according to Model MĐ-1 issued together with this Circular.

c) The competent state agency bases its decision on relevant laws to adjust the Investment Certificate concerning the content of implementing export and import rights or to adjust the Investment Certificate concerning the content of implementing export and import rights accompanied by issuing a Business License according to Model GP-1 issued together with this Circular. The provisions on business sectors and trades in the Investment Certificate are implemented according to Model HD-1 issued together with this Circular.

Article 11. Issuance of permits for trading activities and related activities directly connected to trading

1. Foreign investors with projects implementing trading activities and related activities directly connected to trading, which are associated with establishing enterprises, must go through procedures for obtaining Investment Registration Certificates.

a) The documents include:

- Investment registration dossier in accordance with the laws on investment;

- A statement explaining compliance with conditions for implementing purchasing and selling activities and activities directly related to purchasing and selling goods according to Model MD-6 issued together with this Circular;

- Documents proving the financial capacity and experience of the investor in carrying out trading activities and related activities directly connected to trading.

b) After receiving approval from the Ministry of Industry and Trade, the competent state agency shall issue the Investment Registration Certificate. The Investment Registration Certificate simultaneously serves as the Business License.

c) The provisions regarding business sectors and trades in the Investment Registration Certificate shall be implemented according to Model HD-1 issued together with this Circular.

2. Foreign investors who have been granted Investment Registration Certificates for trading activities and related activities directly connected to trading, and have projects to establish other economic organizations or participate in investment projects of other economic organizations to implement trading activities and related activities directly connected to trading, must go through procedures for obtaining Investment Registration Certificates.

a) The documents include:

- Dossier as stipulated at point a, Clause 1 of this Article;

- Report on the implementation of trading activities and related activities directly connected to trading of projects that have been permitted according to Model BC-3 issued together with this Circular;

- Tax authority certificates regarding the fulfillment of corporate income tax obligations in the two consecutive years. In case there are no or insufficient certificates, the enterprise shall provide a written explanation stating the reasons.

b) After receiving approval from the Ministry of Industry and Trade, the competent state agency shall issue the Investment Registration Certificate. The Investment Registration Certificate simultaneously serves as the Business License.

c) The provisions regarding business sectors and trades in the Investment Registration Certificate shall be implemented according to Model HD-1 issued together with this Circular.

3. Foreign-invested enterprises that have been granted Investment Registration Certificates for trading activities and related activities directly connected to trading, and wish to adjust the content of their trading activities and related activities directly connected to trading, must go through procedures for amending the Investment Registration Certificate or amending the Investment Registration Certificate accompanied by issuing a Business License (at the request of the enterprise).

a) In the case of adjusting the Investment Certificate, the dossier includes:

- Documents for examination and adjustment of the Investment Certificate in accordance with laws on investment;

- A statement explaining compliance with conditions for implementing purchasing and selling activities and activities directly related to purchasing and selling goods according to Model MD-6 issued together with this Circular;

- Documentation proving the financial capability and experience of the investor in implementing the adjusted content;

- Report on the implementation of trading activities and related activities directly connected to trading according to Model BC-3 issued together with this Circular;

- Tax authority certificates regarding the fulfillment of corporate income tax obligations in the two consecutive years. In case there are no or insufficient certificates, the enterprise shall provide a written explanation stating the reasons.

b) In the case of adjusting the Investment Certificate accompanied by issuing a Business License, the dossier includes:

- Dossier as stipulated at point a, Clause 3 of this Article;

- Application for issuing a Business License according to Model MĐ-1 issued together with this Circular.

c) Within three working days from the date of receipt of the dossier, the agency receiving the dossier shall check the validity of the dossier and forward it to seek opinions from the Ministry of Industry and Trade. If the dossier is invalid, the agency receiving the dossier shall notify the investor in writing to make corrections and supplements to the dossier.

Within fifteen working days from the date of receipt of the dossier, the Ministry of Industry and Trade shall send its opinion in writing on issues within its management functions.

In case of amending only the Investment Registration Certificate, within seven working days from the date of receipt of the approval opinion of the Ministry of Industry and Trade, the competent state agency shall amend the content of trading activities and related activities directly connected to trading in the Investment Registration Certificate.

In case of amending the Investment Registration Certificate accompanied by issuing a Business License, within fifteen working days from the date of receipt of the approval opinion of the Ministry of Industry and Trade, the competent state agency shall amend the content of trading activities and related activities directly connected to trading in the Investment Registration Certificate accompanied by issuing a Business License according to Model GP-1 issued together with this Circular.

d) The provisions regarding business sectors and trades in the Investment Registration Certificate shall be implemented according to Model HD-1 issued together with this Circular.

Article 12. Issuance of Additional Business Operation Objectives for Goods Trading and Related Activities

1. A foreign-invested enterprise that has been issued an Investment Certificate and wishes to supplement business operation objectives for goods trading and related activities must go through procedures to amend the Investment Certificate and obtain a Business License. The dossier includes:

a) Dossier for reviewing the amendment of the Investment Certificate in accordance with laws on investment;

b) Dossier for issuing a Business License including:

- Application form for issuance of a Business License according to Model MĐ-1 promulgated together with this Circular;

- A statement explaining compliance with conditions for implementing purchasing and selling activities and activities directly related to purchasing and selling goods according to Model MD-6 issued together with this Circular;

- Documents proving the financial capacity and experience of the investor in conducting goods trading activities and related activities directly to goods trading;

- Tax authority certificates regarding the fulfillment of corporate income tax obligations in the two consecutive years. In case there are no or insufficient certificates, the enterprise shall provide a written explanation stating the reasons.

2. After receiving approval from the Ministry of Industry and Trade, the competent state agency will amend and supplement the business operation objectives for goods trading and related activities directly to goods trading into the Investment Certificate, issue a Business License according to Model GP-1 promulgated together with this Circular. The regulations on business sectors and trades in the Investment Certificate shall be implemented according to Model HD-1 promulgated together with this Circular.

Article 13. Amending and Supplementing the Business License for Goods Trading and Related Activities Directly to Goods Trading

1. Amending registered information

a) The documents include:

- Application form for amending and supplementing the Business License according to Model MĐ-2 promulgated together with this Circular;

- Relevant documents concerning the amended content;

- The issued Business License (original copy).

b) Within ten working days from the date of receipt of a complete and valid dossier as stipulated at point a Clause 1 of this Article, the competent state agency will issue a new Business License according to Model GP-1 promulgated together with this Circular, simultaneously recalling the previously issued Business License.

2. Supplementing the implementation content of goods trading activities and related activities directly to goods trading

a) The documents include:

- Application form for amending and supplementing the Business License according to Model MĐ-2 promulgated together with this Circular;

- A statement explaining compliance with conditions for implementing purchasing and selling activities and activities directly related to purchasing and selling goods according to Model MD-6 issued together with this Circular;

- Documents proving the financial capacity and experience of the investor in implementing the supplementary content;

- Report on the implementation of goods trading activities and related activities directly to goods trading that have been licensed according to Model BC-3 promulgated together with this Circular;

- Tax authority certificates regarding the fulfillment of corporate income tax obligations in the two consecutive years. In case there are no or insufficient certificates, the enterprise provides a written explanation detailing the reasons;

- The issued Business License (original copy).

b) Within three working days from the date of receipt of the dossier, the dossier receiving agency checks the validity of the dossier and forwards it to seek opinions from the Ministry of Industry and Trade. If the dossier is invalid, the dossier receiving agency notifies the investor in writing to make amendments and supplements to the dossier.

Within fifteen working days from the date of receipt of the approval opinion from the Ministry of Industry and Trade, the competent state agency will issue a Business License according to Model GP-1 promulgated together with this Circular, simultaneously recalling the previously issued Business License.

Article 14. Reissuing the Business License

1. The documents include:

a) Application form for reissuing the Business License according to Model MĐ-3 promulgated together with this Circular;

b) The remaining original part of the Business License that can still be identified in cases of tearing, damage, burning, or partial destruction; or a confirmation document from the police agency about the declaration of loss of the Business License, or a written explanation with the commitment of the enterprise in cases of tearing, damage, burning, or total destruction.

2. The competent state agency will issue a new Business License with the same content as the previously issued Business License.

Article 15. Issuance of a permit to conduct trading activities and related activities directly associated with trading after temporarily suspending or terminating other business objectives

1. In cases where a foreign-invested enterprise temporarily suspends or terminates business objectives that have been permitted, and only conducts trading activities and related activities directly associated with trading, the competent state agency shall submit an application for adjustment of the business objectives of the enterprise to the Ministry of Industry and Trade for comments.

2. After receiving comments from the Ministry of Industry and Trade, the competent state agency shall review and adjust the Investment Certificate and Business Permit.

Chapter III

ISSUANCE OF A PERMIT TO ESTABLISH A RETAIL OUTLET

Article 16. Issuance of a Permit to Establish a Retail Outlet

1. A foreign-invested enterprise establishing a retail outlet outside its first retail outlet must go through the procedure for issuing a Permit to Establish a Retail Outlet, including the following documents:

a) Documents for reviewing and adjusting the Investment Certificate in accordance with laws on investment;

b) Documents for issuing a Permit to Establish a Retail Outlet, including:

- An application form for a Permit to Establish a Retail Outlet in accordance with Form MD-4 issued together with this Circular;

- A statement explaining compliance with conditions as stipulated in Clause 1 and 2 of Article 7 of this Circular;

- A document from the People's Committee of the province approving the results of the Economic Demand Council's work as stipulated in Article 7 of this Circular.

- Report on the implementation of trading activities and related activities directly connected to trading according to Model BC-3 issued together with this Circular;

- Tax authority certificates regarding the fulfillment of corporate income tax obligations for two consecutive years. In cases where there are no or insufficient certificates, the enterprise provides a written explanation detailing the reasons.

2. After receiving approval from the Ministry of Industry and Trade, the competent state agency shall issue a new Permit to Establish a Retail Outlet in accordance with Form GP-2 issued together with this Circular.

Article 17. Amendment and Supplement to the Permit to Establish a Retail Outlet

1. Amending registered information

a) Documents include:

- An application for amending and supplementing the Permit to Establish a Retail Outlet in accordance with Form MD-5 attached to this Circular;

- The original Permit to Establish a Retail Outlet already issued.

b) Within ten working days from the date of receipt of complete valid documents as stipulated in point a, Clause 1 of this Article, the competent state agency shall issue a new Permit to Establish a Retail Outlet, and simultaneously revoke the previously issued Permit to Establish a Retail Outlet.

2. Amending the scale of the retail outlet

a) The documents include:

- An application for amending and supplementing the Permit to Establish a Retail Outlet in accordance with Form MD-5 attached to this Circular;

- Relevant documents concerning the amendment of the scale of the retail outlet;

- A document from the People's Committee of the province approving the results of the Economic Demand Council's work when the enterprise adjusts the scale of the retail outlet up to the level requiring economic demand review as stipulated in Article 7 of this Circular.

- Report on the implementation of trading activities and related activities directly connected to trading according to Model BC-3 issued together with this Circular;

- Tax authority certificates regarding the fulfillment of corporate income tax obligations in the two consecutive years. In case there are no or insufficient certificates, the enterprise provides a written explanation detailing the reasons;

- The original Permit to Establish a Retail Outlet already issued.

b) Within three working days from the date of receipt of the dossier, the dossier receiving agency checks the validity of the dossier and forwards it to seek opinions from the Ministry of Industry and Trade. If the dossier is invalid, the dossier receiving agency notifies the investor in writing to make amendments and supplements to the dossier.

Within fifteen working days from the date of receipt of the dossier, the Ministry of Industry and Trade shall send its opinion in writing on issues within its management functions.

Within fifteen working days from the date of receipt of approval from the Ministry of Industry and Trade, the competent state agency shall issue a new Permit to Establish a Retail Outlet in accordance with Form GP-2, and simultaneously revoke the previously issued Permit to Establish a Retail Outlet.

3. Supplementing the content of the retail outlet's operations

a) The documents include:

- An application for amending and supplementing the Permit to Establish a Retail Outlet in accordance with Form MD-5 attached to this Circular;

- Documents proving the financial capacity and experience of the investor in implementing the detailed supplementary content.

- Report on the implementation of goods trading activities and related activities directly to goods trading that have been licensed according to Model BC-3 promulgated together with this Circular;

- Tax authority certificates regarding the fulfillment of corporate income tax obligations in the two consecutive years. In case there are no or insufficient certificates, the enterprise provides a written explanation detailing the reasons;

- The original Permit to Establish a Retail Outlet already issued.

b) Within three working days from the date of receipt of the dossier, the dossier receiving agency checks the validity of the dossier and forwards it to seek opinions from the Ministry of Industry and Trade. If the dossier is invalid, the dossier receiving agency notifies the investor in writing to make amendments and supplements to the dossier.

Within fifteen working days from the date of receipt of the dossier, the Ministry of Industry and Trade shall send its opinion in writing on issues within its management functions.

Within fifteen working days from the date of receipt of approval from the Ministry of Industry and Trade, the competent state agency shall issue a new Permit to Establish a Retail Outlet in accordance with Form GP-2, and simultaneously revoke the previously issued Permit to Establish a Retail Outlet.

Article 18. Reissuing the Retail Establishment Permit

1. The documents include:

a) An application for reissuing a Permit to Establish a Retail Outlet in accordance with Form MD-3 issued together with this Circular;

b) The remaining original part of the Business License that can still be identified in cases of tearing, damage, burning, or partial destruction; or a confirmation document from the police agency about the declaration of loss of the Business License, or a written explanation with the commitment of the enterprise in cases of tearing, damage, burning, or total destruction.

2. The competent state agency shall issue a new Permit to Establish a Retail Outlet with the same content as the previously issued Permit to Establish a Retail Outlet.

Article 19. Issuance of a Permit to Establish a Retail Outlet for a retail outlet established according to the law but not yet issued a Permit to Establish a Retail Outlet as stipulated in Decree No. 23/2007/NĐ-CP

1. The documents include:

- An application form for a Permit to Establish a Retail Outlet in accordance with Form MD-4 issued together with this Circular;

- Report on the investment situation and operational status of the retail outlet applying for a Permit to Establish a Retail Outlet.

2. After receiving approval from the Ministry of Industry and Trade, the competent state agency shall issue a new Permit to Establish a Retail Outlet in accordance with Form GP-2 issued together with this Circular.

Chapter IV

REVOCATION OF BUSINESS LICENSES AND PERMITS TO ESTABLISH RETAIL OUTLETS

Article 20. Revocation of Business License and Establishment Permit for Retail Outlets

The competent state agency shall revoke the Business License and Establishment Permit for Retail Outlets in the following cases:

1. A foreign-invested enterprise operating in the field of goods trading and activities directly related to goods trading commits violations of the provisions of the law that require the revocation of the Business License and Establishment Permit for Retail Outlets.

2. An investment project in goods trading and activities directly related to goods trading ceases operations according to the provisions of the law.

3. The competent state agency shall revoke the Investment Certificate according to the provisions of the law on investment.

Chapter V

REPORTING SYSTEM

Article 21. Reporting System of Enterprises

1. A foreign-invested enterprise operating in the field of goods trading and activities directly related to goods trading must implement periodic and ad hoc reporting systems according to the provisions of Vietnamese law; at the same time, it must report according to the provisions of Clause 2, 3, and 4 of this Article.

2. Report on Export Sales Merchants

Annually, before January 30, a foreign-invested enterprise that has been granted permission to carry out export rights must prepare a report on export sales merchants and submit it to the competent state agency according to Model BC-1 in this Circular.

3. Report on Import Purchasing Merchants

Annually, before January 30, a foreign-invested enterprise that has been granted permission to carry out import rights but does not have distribution rights must prepare a report on import purchasing merchants and submit it to the competent state agency according to Model BC-2 in this Circular.

4. Comprehensive Report

Annually, before January 30, a foreign-invested enterprise that has been granted permission to carry out goods trading and activities directly related to goods trading must prepare a comprehensive report and submit it to the competent state agency according to Model BC-3 in this Circular.

5. These reports serve as one of the bases for monitoring the activities of enterprises.

Article 22. Reporting by Local State Management Agencies

1. Every six months, before January 15 and July 15 each year, the competent state agency must compile and report to the Ministry of Industry and Trade on the situation of issuing, reissuing, amending, supplementing, and revoking permits issued to investment projects in goods trading and activities directly related to goods trading; at the same time, they must propose recommendations according to Model BC-4 in this Circular.

2. Annually, before February 28, the competent state agency must compile and report to the Ministry of Industry and Trade on the operation of foreign-invested enterprises engaged in goods trading and activities directly related to goods trading; at the same time, they must propose recommendations according to Model BC-5 in this Circular.

Chapter VI

IMPLEMENTATION

Article 23. Responsibility for Implementation

1. Departments of Planning and Investment, Management Boards of Economic Zones, Industrial Parks, Export Processing Zones, and Departments of Industry and Trade of provinces and centrally-administered cities are responsible for assisting the People's Committees in exercising state management functions over the activities of foreign-invested enterprises in goods trading and activities directly related to goods trading in Vietnam according to Decree No. 23/2007/ND-CP and the guidance of this Circular.

2. During implementation, if any difficulties arise, relevant organizations and individuals must promptly report to the Ministry of Industry and Trade for timely resolution.

Article 24. Effective Date

1. This Circular takes effect from June 7, 2013. This Circular applies to all cases that have not yet been granted permission or have not yet been amended, supplemented, or reissued up to the date of effectiveness of this Circular.

2. This Circular replaces Circular No. 09/2007/TT-BTM dated July 17, 2007, of the Ministry of Trade (now the Ministry of Industry and Trade) guiding the implementation of Decree No. 23/2007/ND-CP dated February 12, 2007, detailing the Law on Trade regarding the activities of foreign-invested enterprises in goods trading and activities directly related to goods trading in Vietnam, and Circular No. 05/2008/TT-BCT dated April 14, 2008, of the Ministry of Industry and Trade amending and supplementing Circular No. 09/2007/TT-BTM dated July 17, 2007, of the Ministry of Trade./.