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Retail Entry Guide: Everything You Need to Know About Licensing and Retail Leasing

1. Phase 1: Define the Business Model and Prepare the Required Conditions  

To support a smooth launch, business owners need to create two plans: the operating plan and the core legal framework. 

1.1 Define the Business Model and Operating Plan 

Before opening a store, businesses should establish a clear business model, identify their target customers, and determine the type of shopping experience they want to deliver. 

These decisions will shape the store's operational requirements, including:  

  • Staffing requirements. 
  • Warehousing and inventory storage. 
  • Product display areas. 
  • Customer service space. 
  • Equipment and operational infrastructure.  

Defining these requirements early helps businesses create a clear site selection brief and assess potential locations more effectively.

1.2 Register Your Business and Prepare the Required Legal Documents     

In Viet Nam, most retail businesses must complete business registration before commencing operations. This requirement applies to a wide range of retail formats, from independent shops and fashion boutiques to large retail chains. 

Limited exceptions apply to certain small-scale activities, such as street vending, lottery ticket sales, mobile carts, and other low-income services specified under local regulations. (Government Decree No. 01/2021/ND-CP on enterprise registration). 

As part of the retail entry process, businesses must select a registration structure that aligns with their operating model and long-term growth plans. In Viet Nam, retailers typically register as either a household business or an enterprise, depending on their scale and operational requirements. 

When evaluating these options, consider the following: 

  • Management structure: Household businesses offer a simpler setup and are typically managed directly by an individual or family. Enterprises provide a more formal organisational framework and allow multiple shareholders or investors to contribute capital. 
  • Expansion: An enterprise structure is generally better suited to brands planning to expand, hire larger teams, or lease space in shopping malls and commercial developments. Household businesses are often more suitable for smaller, independently operated stores. 
  • Financial and commercial transactions: Businesses that regularly issue invoices, manage multiple contracts, or operate several locations may benefit from the stronger accounting and reporting framework offered by an enterprise structure. 

Certain retail sectors are also subject to additional licensing requirements before opening: 

  • F&B: Restaurants and food outlets must obtain a Food Safety Certificate, and ensure their premises comply with requirements relating to water supply, drainage, ventilation, and kitchen design. 
  • Cosmetics, pharmaceuticals and children’s toys: Retailers must maintain documentation verifying product origin and quality and be prepared to provide this information to the relevant authorities when requested

2. Phase 2: Assess and Select the Right Type of Retail Space 

Once a business has clarified its operational and legal requirements, it can establish criteria for a suitable property. This search will consider, location, traffic and technical infrastructure, including frontage width, ceiling height, utilities and renovation potential. 

Retail space generally falls into two categories: shopping mall units and street-front properties (shophouses). Each offers distinct advantages, cost considerations, and leasing procedures. Understanding these differences can help retailers identify the format best suited to their brand, customer profile, and expansion strategy.   

2.1 Shopping Malls 

Shopping malls are often preferred by brands seeking access to established consumer traffic and destinations that combine retail, dining, and entertainment. In addition to customer accessibility, malls typically provide shared amenities such as parking, security, air conditioning, and property management services. 

However, leasing space in a shopping mall generally involves a structured approval process. Retailers are typically required to submit a company profile, negotiate commercial terms, obtain design approvals, and complete fit-out works in accordance with the landlord's requirements. 

Before signing a lease, businesses should review both the lease agreement and the mall's design guidelines carefully. Note: Ensure you understand the requirements relating to signage, operating hours, shopfront design, and construction standards to avoid delays during the fit-out and opening.  

Map 1

Shopping mall. 

2.2 Street-Front Properties and Shophouses 

Street-front properties and shophouses are often preferred by brands seeking greater control over their storefront, brand visibility, and customer experience. They can also accommodate larger floorplates, multi-storey layouts, storage areas, and operational requirements that may be more difficult to achieve within a shopping mall environment. 

However, property specifications can vary significantly. Before committing to a lease, retailers should assess the condition of the premises, utility capacity, signage opportunities, parking availability, permitted alterations, and maintenance responsibilities. 

Fit-out responsibilities should also be clearly defined during lease negotiations. Landlords do not always deliver premises in move-in condition, so both parties should agree on the scope of renovation works and associated costs before signing the lease. 

The choice between a shopping mall unit and a street-front property ultimately depends on the retailer's budget, brand positioning, and operational requirements. As part of the retail entry process, careful evaluation of each option can help businesses identify premises that support both day-to-day operations and long-term growth.  

Map 1

Shophouses. 

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3. Phase 3: Complete the Lease and Legal Procedures 

After selecting a property, retailers can move forward with lease negotiations and the required legal procedures. The lease agreement is typically required for business registration, licensing applications, and other regulatory processes. Early coordination of these requirements can help keep fit-out works and opening schedules on track.  

3.1 Process for Leasing Retail Space in a Shopping Mall 

Shopping malls typically follow a structured leasing process, beginning with an initial brand assessment and continuing through lease negotiations, design approvals, fit-out works, and store opening. 

As requirements vary between landlords and developments, retailers should prepare key business information, including company details, brand profiles, store concepts, and proposed layouts, at an early stage. Having this information readily available can help streamline negotiations, accelerate approvals, and support a more efficient opening timeline. 

For brands entering the market for the first time, understanding the mall's leasing procedures and implementation requirements is an important part of a successful retail entry strategy. 

Step 1: Submit the Brand Profile and Property Requirements 

Retailers typically begin by submitting a brand profile to the shopping mall's leasing team. This should outline the business model, products or services, target customers, existing store network, and expansion plans. 

Brands should also provide their space requirements, including preferred unit size, location, frontage, target opening date, and any technical specifications. For example, F&B operators may require additional power capacity, exhaust systems, water connections, or specialised kitchen infrastructure. 

Step 2: The Shopping Mall Approval 

After receiving the profile, the shopping mall will assess how the brand aligns with its category strategy, existing tenant mix and target customer groups. 

The assessment covers more than the required floor area, reviewing the business model, product quality, operating capability and the brand’s contribution to the overall customer experience. If the shopping mall accepts the brand, both parties can discuss available units and lease terms. 

Step 3: Negotiate 

Once a unit is selected, the business and the shopping mall will negotiate the principal commercial terms. These usually cover rent, service charges, lease term, deposit, handover date and fit-out period. 

The business should also clarify requirements for signage, operating hours, deliveries and any additional charges that may arise during the lease. 

Step 4: Sign the Offer Letter and Pay the Deposit 

Once both parties agree the principal commercial terms, they will sign an Offer Letter. This document records the agreed terms and provides the basis for the formal lease agreement. 

Depending on the shopping mall’s requirements, the business may need to pay the deposit immediately after signing the Offer Letter. Before confirming the agreement, the occupier should review the payment schedule, completion deadlines and related conditions carefully. 

Step 5: Sign the Lease Agreement 

The lease agreement establishes each party’s rights and obligations throughout the lease term. In addition to financial provisions, it usually covers the lease term, handover conditions, alteration rights, operating requirements and reinstatement obligations. 

The business should review every provision carefully to understand and protect its rights and fulfil its obligations while operating in the shopping mall. 

Step 6: Submit Legal and Design Documents 

After signing the lease, retailers must submit the legal and technical documentation required by the shopping mall. Legal submissions typically include the Business Registration Certificate, trademark documentation, and any additional materials requested by the landlord. 

Design submissions must comply with the mall's fit-out and design guidelines and may include concept designs, floor plans, MEP drawings, fire safety documentation, and construction schedules. Providing complete documentation at an early stage can help streamline the approval process and minimise implementation delays. 

Step 7: Obtain Design Approval and Complete the Fit-Out 

Once the shopping mall approves the documents, the brand can begin the fit-out in accordance with the mall’s requirements. These requirements usually cover working hours, occupational safety, contractor management, material deliveries and protection of common areas. 

During the fit-out, the business should coordinate closely with its designers, contractors and the project management team to maintain the programme and comply with the approved technical requirements. 

Step 8: Final Inspection and Store Opening 

Post fit-out, the shopping mall will inspect and grant the store opening. This stage usually confirms that the brand has completed the design, technical, safety and operational requirements in accordance with the approved documents. 

The brand should only confirm the opening date after completing the premises, legal documentation and operational preparations. Careful completion of each step helps reduce additional costs during the final stage and keeps the store opening on schedule. 

3.2 Retail Entry Guide: Street-Front Property or Shophouse 

Compared with shopping mall units, street-front properties and shophouses usually offer a more flexible leasing process that depends heavily on the agreement between the brand and the landlord. However, brands must inspect the property, clarify their rights to use the premises and identify the required works before signing the lease. 

Step 1: Submit the Brand Profile and Discuss Requirements 

When approaching a street-front property, the brand will provide basic information about its business model, category, space requirements, proposed lease term and opening plan. This information allows the landlord to understand the intended use and assess the brand’s suitability. 

Step 2: Review Legal Documents and Category-Specific Requirements 

Before signing the lease, the brand should prepare or review the legal documents that its operating model requires. These may include the Business Registration Certificate and any sector-specific licences. 

The occupier should also review the property’s legal status, including ownership, the landlord’s right to lease the premises and the approved use of the property. Early verification helps reduce legal and operational risks. 

Step 3: Lease Terms and Fit-Out Schedule 

Before finalising the lease, both parties should agree on key commercial terms, including rent, deposit, lease term, handover date, renewal options, and repair obligations. 

The handover condition and fit-out responsibilities should also be clearly defined. In many cases, landlords deliver premises in shell condition, with retailers responsible for designing, fitting out, and funding the works required for their operations. 

The lease should also address alteration rights, signage installation, modifications to building services, maintenance responsibilities, and reinstatement requirements at lease expiry. Clear provisions can help minimise implementation risks, disputes, and unexpected costs. 

Step 4: Prepare and Submit Design Documents 

Once both parties agree the lease terms, the brand can develop a design that responds to the property’s condition and operational requirements. Depending on the scope of work, the submission may include layout plans, frontage and signage designs, utility systems, air conditioning, ventilation and other technical elements. 

In some cases, the brand may need to consult the landlord, the local management body or the relevant authorities before undertaking specific works. The parties should therefore identify the scope of works and all required approvals before the contractor starts. 

Step 5: Complete the Fit-Out and Commence Operations 

With approvals and handover requirements in place, the brand can proceed with fit-out works. These typically include interior finishes, equipment installation, signage, building services, and merchandising displays. 

Before opening, retailers should verify that all works have been completed as specified and that utilities and equipment are fully operational. Final preparations should also include stock de

livery, staff deployment, and operational readiness checks to ensure a smooth store launch. 

4. Should You Choose a Shopping Mall or a Street-Front Property?  

Shopping malls and street-front properties each offer distinct advantages, with differences in customer access, operational flexibility, fit-out requirements, and leasing processes. The most suitable option will depend on the retailer's brand positioning, target customers, budget, and operational needs. Understanding these factors early can help businesses make more informed leasing decisions and support a smoother store opening process. 

The chart below provides a comparison of shopping mall units and street-front properties (shophouses) across key leasing and operational considerations.

CriteriaShopping MallStreet-Front Property
or Shophouse
Suitable for Brands seeking access to customers who shop, dine and seek entertainment at one destination. Brands requiring dedicated frontage, flexible operating hours or a presence on a specific street.
Customer accessibility Provides access to the development’s existing footfall and neighbouring retail categories. Depends heavily on location, visibility, and pedestrian or vehicle traffic.
Frontage and brand visibility Requires compliance with the shopping mall’s signage, design and frontage standards. Gives brands greater control over signage, frontage and brand expression.
Space and functionality Offers units with predetermined sizes, locations and technical infrastructure. May better suit businesses requiring multiple storeys, storage, preparation areas or dedicated operational space.
Leasing process Usually includes brand approval, commercial negotiations, an Offer Letter, a lease agreement and design approval. Offers greater flexibility and depends mainly on direct negotiations between the brand and landlord.
Design and fit-out Requires compliance with the shopping mall’s design guidelines, fit-out rules and technical requirements. Gives brands greater control over the fit-out, subject to agreed alteration rights and responsibilities.
Daily operations Provides shared security, air conditioning, parking and property management. Requires the brand to take greater responsibility for operating and maintaining the premises.
Points to clarify before leasing Service charges, operating hours, signage conditions, fit-out periods, out-of-hours charges and approval procedures. Handover condition, alteration rights, technical systems, repair obligations and reinstatement requirements.

The right choice will depend on the brand’s business model, target customers, implementation budget and operating requirements. 

5.Conclusion

Opening a store requires more than securing the right location. As this retail entry guide has outlined, businesses must also establish a clear operating model, meet legal and licensing requirements, and select premises that align with their operational needs and growth objectives. Addressing these considerations early can help control costs, streamline implementation, and reduce potential risks during the launch process. 

Whether choosing a shopping mall unit, a street-front property, or a shophouse, retailers should evaluate each option against their target customer profile, brand positioning, and long-term expansion strategy rather than focusing solely on rent or location. 

As part of a successful strategy, careful planning across both business and property considerations can create a stronger foundation for sustainable growth. Savills supports occupiers throughout this process, from market entry planning and site selection to lease negotiations, helping retailers identify opportunities that align with their commercial objectives. 

6. Frequently Asked Questions 

1. Do You Need to Register a Business to Open a Small Store? 

In most cases, yes. Retail stores operating from a fixed location must be registered under an appropriate business structure, typically as a household business or an enterprise. Decree No. 168/2025/ND-CP currently governs household business registration procedures. 

Exceptions are limited to certain small-scale activities, such as street vending, snack sales, itinerant trading, and other low-income personal services. Businesses operating in regulated sectors must also obtain any required licences or certificates before commencing operations. . 

2. What Documents Do You Need to Open a Store in a Shopping Mall? 

The documentation process typically takes place in two stages. 

During the initial leasing stage, brands are generally required to submit: 

  • Company profile  
  • Business Registration Certificate  
  • Business activity information  
  • Space requirements  
  • Basic technical requirements 

Once lease terms have been agreed, retailers must prepare more detailed documentation for design review and fit-out approval, which may include: 

Sector-specific licences: Certificates or operating licences for conditional business sectors such as food and beverage, food products, alcohol or tobacco. 

  • Design: Layout drawings, frontage architecture, advertising signage, material specifications and the overall store design. 
  • Technical: Detailed mechanical, electrical and plumbing drawings, fire safety plans and supporting documents for technical review and fit-out approval.  

3. When Should a Brand Submit Design Documents to the Landlord? 

Design documentation should be submitted after lease terms have been agreed and before any fit-out works begin. 

The landlord or shopping mall management team will review the proposed layout, shopfront design, signage, technical systems, and fire safety measures to ensure compliance with project requirements. Any required revisions are typically identified during this stage. 

Retailers should only commence fit-out works after receiving formal approval. Following this process helps minimise delays, avoid unnecessary rework, and keep the store opening programme on schedule. 

We deliver a comprehensive range of commercial leasing services for both office tenants and property developers. Based in Ha Noi and Ho Chi Minh City, our experts provide national coverage that is supported by Savills research and other supplementary services. Commercial Leasing Services - Savills  EXPLORE OUR SERVICE CONTACT US NOW

 

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