To successfully operate in this market, FIEs must understand that the legal framework is designed to be parallel rather than conflicting: the MOIT grants market access for distribution, but the SBV retains exclusive jurisdiction over activities impacting monetary policy. This analysis is based on current legislation, including Decree No. 09/2018/ND-CP (“Decree 09”), Decree No. 24/2012/ND-CP (“Decree 24”) as amended by Decree No. 232/2025/ND-CP (“Decree 232”), Decree No. 85/2021/ND-CP (“Decree 85”), and Decree No. 340/2025/ND-CP (“Decree 340”).

Consequently, a strategic entry often begins with jewellery retail before considering the highly regulated gold bar sector. Our key findings regarding the regulatory landscape and operational compliance are detailed below.

1. The regulatory distinction: Jewellery vs. Gold bars

The primary compliance challenge for FIEs lies in the strict categorization of gold products. Current legislation creates a clear boundary between “gold jewellery and fine art” and “gold bars”, with vastly different licensing requirements.

1.1.            Gold jewellery and fine art

Trading in gold jewellery is a conditional business line, but crucially, it does not require a specific sub-license (Gold bar trading license – “GBTL”) from the SBV.[1] The SBV’s direct licensing role is generally limited to the manufacture of jewellery, leaving the regulation of trading (measurement, quality, labeling) to the MOIT.[2]

1.2.          Gold bars

In contrast, trading gold bars is strictly limited to credit institutions and enterprises explicitly licensed by the SBV.[3] A general Business license (“BL”) from the MOIT recording the right to retail may also be needed; without the specific SBV license, an FIE cannot legally sell gold bars.[4]

2.              Licensing requirements for jewellery retail (Scenario 1)

For an FIE focusing exclusively on gold jewellery and fine art (excluding gold bars and raw gold imports), the licensing process centers on commercial presence rather than banking approvals.

2.1.          Market access

A review of Vietnam’s WTO Schedule of Specific Commitments and key FTAs confirms that Vietnam has made no market-access commitment for distribution services relating to precious metals and stones (including gold bars and jewellery – HS Code 7108). This sector is recorded as “Excluded from the commitments”. This means foreign investors do not have an automatic right to enter the market; instead, licensing authorities permit entry on a discretionary, case-by-case basis.[5]

2.2.         The licensing layer

To operate, an FIE must secure:

(i)              Investment and enterprise registration: Recording the business line “Trading gold jewellery and fine art” (VSIC 4669/4773).

(ii)             BL: Mandated for the retail distribution of goods.[6]

(iii)           Retail outlet license (“ROL”): Required for each physical store location.[7]

2.3.         Expansion and the Economic Needs Test (“ENT”)

A critical hurdle for retail expansion is the ENT. While the first outlet is generally licensed based on investment conditions, establishing a second outlet onwards triggers the ENT.[8] This involves a discretionary evaluation of market stability, outlet density, and local socio-economic impact.

To mitigate this, FIEs are strongly advised to locate subsequent outlets within commercial centers (shopping malls) with an area of less than 500 m². Under current regulations, such locations are exempt from the ENT, significantly expediting the expansion process.[9]

3.              Licensing requirements for gold bars (with or without gold jewellery and fine art) (Scenario 2)

Should an FIE wish to expand into trading gold bars, the regulatory burden increases exponentially. This activity is subject to strict prudential conditions overseen by the SBV, including:

(i)              Legal establishment: The entity must be an enterprise established and operating in accordance with the provisions of law.[10]

(ii)             Capital requirement: Charter capital of VND 100 billion or more.[11]

(iii)           Operational history: At least two years of experience in gold trading with tax payments from gold business exceeding VND 500 million/year for two consecutive years.[12]

(iv)           Network: A branch network in at least three provinces or centrally-run cities.[13]

Furthermore, recent regulatory amendments have tightened operational compliance. Gold bar trading cannot be conducted via agents, prices must be publicly listed, and all transactions valued at VND 20 million or more per day must be settled via non-cash payment methods.[14]

4.              Key operational risks

Even with valid licenses, FIEs face specific compliance risks arising from the intersection of banking and commercial laws.

4.1.          Location licensing discrepancy

A critical compliance challenge for FIEs is the asymmetry between the commercial right to open a store and the specialized right to trade gold bars at that specific location.

The licensing of retail locations is governed by two distinct authorities with different jurisdictions. The MOIT issues the ROL which authorizes the physical establishment of a retail store for goods in general[15]. Conversely, the SBV manages the GBTL, which operates on a strict “Named location principle”.[16] This means that the authorization to trade gold bars is not a blanket right for the enterprise; rather, it is limited strictly to the physical locations explicitly enumerated in the SBV license or its attached decision.

A valid ROL from the MOIT does not automatically validate gold bar trading at that location. A compliance gap arises if an FIE holds a valid ROL for a store (permitting jewellery sales) but that specific location has not yet been updated in the SBV filing. The FIE must ensure synchronization between the two licenses: trading gold bars at a location listed in the ROL but not yet endorsed in the GBTL constitutes a violation of banking regulations.

Under Decree 340, failing to comply with responsibilities regarding changes to the branch network or trading locations results in a fine ranging from VND 60,000,000 to VND 100,000,000. More severely, conducting gold bar trading at a location not explicitly approved by the SBV constitutes “trading gold bars not in accordance with the provisions of law”, subject to a fine ranging from VND 160,000,000 to VND 200,000,000.[17]

4.2.         Risk of product re-characterization

The distinction between “gold jewellery” and “gold bars” creates a risk of re-characterization based on the usage and marketing of the product.

Under current regulations, “plain round rings” are technically classified as “gold jewellery and fine art”, provided they meet the gold content definition of 8 Karats or higher and are processed for jewellery or decoration purposes.[18] Consequently, trading in these rings is a conditional business line that does not require a GBTL from the SBV.

Although legally defined as jewellery, plain round rings are often perceived and used by consumers as a substitute for gold bars for hoarding purposes. If an FIE markets these rings purely as investment-grade bullion to circumvent gold bar regulations, or if the products lack the necessary “fine art” attributes, authorities may re-characterize these activities as unauthorized gold bar trading. By that, a product technically defined as “jewelry” by the MOIT can still be penalized by the SBV if it is used for investment purposes.

Trading gold bars without a valid SBV license is strictly prohibited and subject to a fine of up to VND 400,000,000. Furthermore, utilizing agents to trade gold bars carries a fine of VND 140,000,000 to VND 180,000,000.[19]

4.3.         The exclusion of gold from e-commerce regulations

FIEs must exercise caution regarding digital sales channels, as the gold sector is excluded from standard e-commerce protections.

Article 1.2 of Decree 85 explicitly states that e-commerce activities regarding the “trading of gold” are excluded from the scope of the Decree. This exclusion applies broadly to “gold” without distinguishing between bullion or jewellery. Consequently, FIEs cannot rely on the MOIT’s e-commerce notification procedures to validate online gold operations.[20]

Since e-commerce laws do not apply, gold trading reverts to the specialized governance of Decree 24, which imposes a strict “Physical location” regime[21]. The SBV has provided no legal framework to recognize a website or mobile application as a valid “trading location”.

Conducting full online transactions (ordering, payment, and transfer of title via cyberspace) exposes the FIE to liability for trading at an unlicensed venue. Since the SBV license only covers physical branches, digital transactions may be legally deemed “trading without a permit”, punishable by fines of up to VND 400,000,000 and license revocation.[22] To ensure compliance, legally binding steps—specifically the final payment and physical delivery—must be executed at authorized physical outlets.

4.4.        Procedural sequencing and strategic phasing

Beyond operational compliance, FIEs must navigate a practical sequencing challenge during the setup phase. The interaction between commercial licensing and banking licensing creates a potential circular dependency.

A circular compliance issue often arises during the application process: (i) The Department of Industry and Trade’s (“DOIT”) stance: When applying for a BL  to distribute gold, the DOIT may request proof that the FIE has satisfied specialized conditions (i.e., holding the SBV GBTL) before granting the commercial distribution right;[23] and (ii) The SBV’s stance: Conversely, to grant the GBTL, the SBV requires the enterprise to demonstrate an established retail network (specifically, locations in at least three provinces).[24

Consequently, the FIE cannot legally establish the network without the BL/ROL from the DOIT, but the DOIT may hesitate to grant the BL without the license from the SBV.

To resolve this, FIEs are advised to adopt a phased licensing strategy that separates “jewellery” (unrestricted) from “gold bars” (restricted) to progressively secure market access.

(i)              Phase 1: Commercial establishment with restricted scope

The FIE should initially register its business line and apply for the BL and ROL exclusively for “Trading gold jewellery and fine art”. Since this activity does not require an SBV license, the DOIT has the authority to grant the BL/ROL immediately, allowing the FIE to legally establish its physical presence and retail network.[25]

(ii)             Phase 2: Network qualification

Once the FIE has successfully opened retail outlets in at least three provinces or centrally-run cities (operating strictly under the jewellery scope), it satisfies the statutory network condition required by the SBV.[26] At this stage, the FIE submits the dossier for the GBTL.

(iii)           Phase 3: License synchronization

Upon obtaining the GBTL from the SBV, the FIE must immediately apply to amend its BL and ROLs with the DOIT to add “Trading gold bars” to the authorized goods scope.[27] This final step ensures that the commercial licenses are fully synchronized with the banking license, validating the trading of gold bars at the registered locations.

5.              Practical case studies and market precedents

To navigate the complexities of Vietnam’s dual-licensing regime, FIEs should examine established market precedents. The most notable benchmark for successfully balancing manufacturing capability with retail expansion is the operational model of Pandora Vietnam.

5.1.          Context

Pandora (Denmark) serves as a primary benchmark for successful market entry in Vietnam. Their strategy utilizes a bifurcated approach: (i) Manufacturing: A significant investment (approx. USD 150 million) in a production facility at VSIP III (Binh Duong); and (ii) Retail: The operation of approximately 16 retail outlets in major metropolitan areas.

To satisfy distinct regulatory requirements, operations are separated into two legal entities:

(i)               Manufacturing entity: Holds the requisite licenses from the SBV for gold processing and production. This entity is responsible for importing raw materials and manufacturing finished goods.

(ii)             Trading entity: Holds the distribution and retail licenses (BL & ROL) from the MOIT/DOIT. This entity functions solely as the retailer, purchasing finished goods from the Manufacturing entity to sell to consumers.

5.2.         Strategic rationale for the dual-entity structure

FIEs should consider replicating this dual-entity structure rather than consolidating operations. This involves establishing Entity A dedicated to production (holding SBV technical licenses) and Entity B, dedicated to retail (holding MOIT commercial licenses).

Adopting the dual-entity structure addresses three critical regulatory hurdles identified in the market analysis.