The Government officially issued Decree 342/2026/ND-CP dated 3 September 2026, detailing the Commercial Law and the Law on Foreign Trade Management on the sale and purchase of goods and activities directly related to the sale and purchase of goods by foreign investors and foreign-invested enterprises (FIEs) in Vietnam (Decree 342/2026).

Effective from 18 October 2026, Decree 342/2026 replaces Decree 09/2018/ND-CP (Decree 09/2018), which has governed the Business License and Retail Outlet License regime since 2018. However, FIEs holding Business Licenses and Retail Outlet Licenses issued before 18 October 2026 may continue the licensed activities under their existing licences.

Decree 342/2026 keeps the overall structure of Decree 09/2018: a Business License for retail distribution and the other listed activities, a Retail Outlet License for each retail outlet, and economic needs test (ENT) for certain additional outlets.

Below is a summary of the key changes introduced by Decree 342/2026 that may directly affect foreign investors, FIEs and their retail and distribution businesses in Vietnam.

1. The provincial People's Committee now has authority to issue, amend and revoke the Business License and the Retail Outlet License. Under Decree 09/2018, the provincial Department of Industry and Trade was the licensing authority, and in many cases it needed the prior approval of the Ministry of Industry and Trade.

2. Decree 342/2026 introduces a national security clearance by the Ministry of Public Security and the Ministry of National Defence. The licensing authority must seek the opinions of both ministries in the following cases:

the foreign investor is from a country or territory that is not a party to a treaty with Vietnam (non-treaty investor), including where it applies for services or goods not yet committed under treaties;
a foreign investor controls an organisation that owns an intermediary e-commerce platform, an e-commerce social network or an integrated e-commerce platform that is a large digital platform under the consumer protection and e-commerce laws; or
a foreign investor applies for Retail Outlet Licenses allowing 100 outlets each with a selling area below 500 m², and/or 50 outlets each with a selling area of 500 m² to below 3,000 m², and/or 30 outlets each with a selling area of 3,000 m² or more, to continue operating, or applies for a new Retail Outlet License while already owning or co-owning at least those numbers of outlets in Vietnam.

3. FIEs with wholesale or retail distribution rights may sell goods produced or processed in Vietnam and goods lawfully imported into Vietnam (previously only goods produced in Vietnam and lawfully imported goods).

4. Decree 342/2026 defines the types of retail outlets by selling area. A convenience store has a selling area below 300 m², a mini supermarket has a selling area of not more than 500 m², and a supermarket, now defined for the first time, has a selling area above 500 m². A trade centre must have been licensed under the investment and construction laws. "Selling area" is the area used for display, storage and retail sale of goods and for activities directly supporting retail. These definitions are important because ENT exemptions and other requirements relating to the Business License and Retail Outlet License depend on outlet type and size.

5. Where a target company with outlets in Vietnam receives capital contributions and becomes an FIE or an organisation under the Investment Law, the target company may continue its retail activities at its operating outlets until the new Business License and Retail Outlet Licenses are issued. This grace period lasts up to 12 months from the date on which the foreign investor is confirmed meeting the conditions for the capital contribution or share purchase (the M&A approval). The application for the Retail Outlet Licenses allowing the outlets to continue operating must be filed within 30 days of the M&A approval. Decree 09/2018 had no such clear grace period.

6. The Business License term for treaty investors now expressly follows the term of the enterprise registration certificate (ERC), if any. The 5-year term applies only to non-treaty investors and to services or goods not yet committed as similarly provided under the previous regulations.

7. ENT is now limited to investors from countries or territories that are not parties to a treaty with Vietnam containing a commitment to remove ENT, when they open an outlet other than their first outlet. Investors from countries or territories whose treaties with Vietnam remove ENT are therefore exempt. Under Decree 09/2018, ENT applied in principle to every outlet other than the first outlet, so these treaty investors could only rely on the general treaty-priority rule to claim their exemption. Decree 342/2026 now expressly provides for this case, so these treaty investors may be more confident when opening additional outlets in Vietnam.

8. The ENT criterion on the affected geographic market is clearer. Under Decree 342/2026, the affected geographic market is assessed at commune/ward level for outlets below 5,000 m² and at provincial level for outlets of 5,000 m² or more. Previously, this criterion was vague: the assessment was "the scale of the geographic market affected" by the proposed outlet.

9. The location condition for retail outlets is tightened. Under Decree 09/2018, the location only needed to be consistent with the relevant planning. Decree 342/2026 now requires the location to meet the land, planning, investment, construction, fire safety, traffic safety and environmental hygiene requirements for setting up a retail outlet.

10. FIEs must now report semi-annually. FIEs must report on their goods trading activities before 15 January (for the previous year) and before 15 July (for the first 6 months of the relevant year), instead of a single annual report due by 31 January as provided under Decree 09/2018.

11. Decree 342/2026 provides that an FIE must suspend its activities by decision of the competent authority where it no longer maintains the conditions and criteria for its Business License or Retail Outlet License. In that case, the FIE has 12 months from the effective date of the authority’s notice to remedy. Otherwise, the authority will terminate the FIE’s relevant activities and/or outlet.

12. Decree 342/2026 adds a new ground for revoking the Business License and Retail Outlet License. A Business License may now be revoked if the FIE is administratively sanctioned three consecutive times within 12 months for violating the trading activities stated in the Business License. A Retail Outlet Licence may be revoked if the FIE is sanctioned three times within 12 months for violating the content of the Retail Outlet Licence.

This post is written by Le Minh Thuy.

Vietnam Business Law