Foreign investors operating restaurants outside shopping malls

1. Legal framework for restaurant operations by foreign investors  

1.1. Sector-specific conditions

In Vietnam’s Schedule of Specific Commitments in Services upon WTO accession, restaurant operations are classified under CPC 642 (Food serving services) and CPC 643 (Beverage serving services). Accordingly, this is a service sector with no market access restrictions for foreign investors. Therefore, foreign investors satisfy sector-specific conditions and may operate restaurants in Vietnam.

1.2. Types of licenses required for restaurant operations

Regarding services related to restaurants and dining, the law imposes requirements on business establishments for various types of licenses to ensure food safety and the health of customers.

In addition to the Investment Registration Certificate and the Enterprise Registration Certificate, foreign investors must apply for licenses such as:

1.2.1. Certificate of food safety eligibility issued by the specialized health authority under the Provincial People's Committee or a specialized agency assigned by the Provincial People's Committee. Processing time: 20 working days.

In the absence of this Certificate, the business establishment may be fined from VND 20 million to VND 40 million and be subject to remedial measures as prescribed in Article 18 of Decree 115/2018/ND-CP and Article 1.8 of Decree 124/2021/ND-CP.

1.2.2. Satisfying fire prevention and fighting conditions according to current regulations, such as having internal rules and fire prevention and fighting equipment.

According to Article 10 of Decree 106/2025/ND-CP, an establishment may be fined from VND 3 million to VND 30 million for violations of fire prevention and fighting inspection regulations.

1.2.3. Perform procedures for alcohol retail registration for on-site consumption with the Commune-level People's Committee if the investor sells alcohol with an alcohol content of 5.5% or higher for on-site consumption, pursuant to Article 16.1 of Decree 17/2020/ND-CP and Article 15 of Decree 139/2025/ND-CP.

1.2.4. Perform environmental registration in accordance with the Law on Environmental Protection if the restaurant has an area exceeding 200m2 (Appendix XVI of Decree 08/2022/ND-CP and Item 13 of the Appendix to Decree 05/2025/ND-CP).

2. Issues in restaurant operations for foreign investors to consider

2.1. Business location

When operating a restaurant outside a shopping mall, the business location is a pivotal legal issue. Enterprises must ensure the location is suitable for the land use purpose and construction functions, and they must meticulously review the lease agreement. In practice, many foreign investors encounter obstacles due to leasing premises that do not meet legal conditions, leading to an inability to obtain the necessary specialized licenses for restaurant operations.

2.2. Protracted legal procedures

One of the common difficulties encountered by foreign investors when operating restaurants in Vietnam is that the processing time for procedures is longer than expected. Although the law stipulates deadlines for application processing for each type of license, in reality, progress depends on various factors such as the completeness of the application, the suitability of the business location, and the interpretation and application of the law by competent authorities in each locality. Particularly, during a period when Vietnam has recently implemented changes to the administrative apparatus, new legal documents are continuously issued, making it difficult to update, study, and apply the law.

For restaurants outside shopping malls, enterprises often have to work with various regulatory bodies such as the People's Committee, the Police, the Department of Finance, the Department of Health,... 

Lack of uniformity regarding application requirements or procedures may require investors to make adjustments or supplements multiple times, prolonging the timeline for bringing the restaurant into operation.

Operating a restaurant in Vietnam offers many opportunities for foreign investors; however, it also carries significant risks if a full review is not conducted and strict compliance with legal regulations on investment, business locations, and specialized licenses is not maintained. Thorough preparation from the outset will help investors mitigate the risk of protracted procedures, incurred costs, and business disruptions.

With extensive experience in legal consulting, Lexsol is ready to accompany and support foreign investors in risk assessment, completing procedures, and deploying restaurant operations in Vietnam in an effective and law-compliant manner.