Vietnam Introduces New Trading and Retail Rules for Foreign-Invested Enterprises: Key Changes under Decree No. 342/2026/ND-CP

Executive Summary

On 3 September 2026, the Government of Vietnam issued Decree No. 342/2026/ND-CP (“Decree 342“), detailing the implementation of Article 22 of Commercial Law No. 36/2005/QH11 and Article 5 of the Law on Foreign Trade Management No. 05/2017/QH14 in relation to the purchase and sale of goods, as well as activities directly related to such transactions, by foreign investors and foreign-invested economic organisations in Vietnam. Decree 342 will take effect on 18 October 2026 and replace Decree No. 09/2018/ND-CP dated 15 January 2018 (“Decree 09“).

Decree 342 retains the core licensing architecture under Decree 09 but recalibrates a number of important features, including the scope of regulated activities, treaty-based market access, provincial licensing authority, national-security consultation, the Economic Needs Test (“ENT“), licensing implications of foreign acquisitions of Vietnamese retail businesses, reporting obligations, licence duration and revocation.

The drafting materials prepared by the Ministry of Industry and Trade place the replacement of Decree 09 in the context of several legal, policy and practical developments, including (i) changes to the Law on Investment and related legislation; (ii) Vietnam’s international market-access commitments concerning trading and retail activities; (iii) the decentralisation of relevant licensing functions to provincial People’s Committees; (iv) implementation issues concerning licensing conditions and the ENT; and (v) broader efforts to simplify administrative procedures while maintaining effective oversight of the domestic distribution market.

This Update summarises the principal provisions of Decree 342 and, where expressly indicated, draws on the official drafting and policy materials to explain the rationale for selected changes. It also provides practical observations to assist foreign investors and foreign-invested economic organisations in assessing the potential implications of Decree 342 for market entry, retail expansion, digital-platform activities, mergers and acquisitions (“M&A“), and ongoing licence compliance.

Key Features 

A Recalibrated Scope of Business Licence Requirements

Decree 342 distinguishes between (i) the purchase and sale of goods, which includes the exercise of export rights, import rights and distribution rights; and (ii) activities directly related to the purchase and sale of goods. The latter comprise commercial inspection services; logistics services; leasing of goods, excluding financial leasing and the leasing of construction equipment with operators; trade promotion services, excluding advertising services; commercial intermediary services, excluding wholesale and retail agency activities; the management and operation of intermediary e-commerce platforms, social networks conducting e-commerce activities and integrated commerce platforms; and services for organising tenders for goods and services (Article 3).

Under Article 5, a Business Licence is required for a foreign-invested economic organisation to carry out specified activities. These include (i) the exercise of retail distribution rights; (ii) the exercise of import and wholesale distribution rights in respect of certain goods specified in Article 9; (iii) the exercise of retail distribution rights in respect of certain goods specified in Article 9; (iv) logistics services, except for logistics sub-sectors for which Vietnam has undertaken market-opening commitments under international treaties to which it is a party; (v) leasing of goods, excluding financial leasing and the leasing of construction equipment with operators; (vi) trade promotion services, excluding advertising services; (vii) commercial intermediary services; (viii) the management and operation of intermediary e-commerce platforms, social networks conducting e-commerce activities and integrated commerce platforms; and (ix) services for organising tenders for goods and services.

Foreign investors should map each element of a mixed business model separately against the licensing requirements under Decree 342. A business model combining distribution, logistics, e-commerce platform operations and physical retail activities may be subject to different licensing requirements for each activity. The establishment of a foreign-invested economic organisation, or the completion of applicable investment procedures, should not by itself be assumed to authorise all of its proposed trading and related activities. Separate Business Licence, Retail Establishment Licence or sector-specific requirements may still apply.

Treaty-based Market Access Remains Central 

Article 9 distinguishes between foreign investors from countries or territories that are parties to international treaties to which Vietnam is also a party and under which Vietnam has undertaken relevant market-opening commitments, and foreign investors without such treaty coverage. Where a foreign investor relies on market-access conditions under an applicable treaty, those conditions must be satisfied throughout its business operations in Vietnam. Additional conditions and criteria apply where the foreign investor is not covered by such a treaty or where the relevant services or goods are not subject to Vietnam’s market-opening commitments.

Treaty analysis should be undertaken at the outset of an investment or expansion project. The investor’s treaty status, ownership structure, and the specific activities or goods involved may affect the applicable market-access conditions and licensing requirements. Changes in ownership may warrant a reassessment of whether the treaty basis relied upon for an existing licensing position continues to apply.

Licensing Authority at Provincial Level 

Under Article 8, the provincial People’s Committee where the foreign-invested economic organisation has its head office is responsible for granting, re-granting, amending and revoking the Business Licence. The provincial People’s Committee where the retail establishment is located is responsible for granting, re-granting, amending, extending and revoking the Retail Establishment Licence.

The drafting materials explain that this structure builds on the decentralisation arrangements introduced under Decree No. 146/2025/ND-CP (“Decree 146“), which assigned relevant licensing functions to provincial People’s Committees. The administrative-procedure assessment further identifies the removal of certain central-level consultation requirements and the reduction of business conditions and documentary requirements as part of the broader effort to simplify the licensing framework.

Provincial implementation practice will be particularly important for businesses operating retail networks across multiple provinces. Businesses should plan their regulatory engagement at the provincial level and allow for potential differences in administrative practice across locations.

National-security Consultation is Expressly Integrated into Licensing 

Article 8(3) requires the licensing authority to seek opinions from the Ministry of Public Security and the Ministry of National Defence on national-security issues in specified cases. These include (i) certain cases under Article 9; (ii) a foreign investor controlling an economic organisation that operates an intermediary e-commerce platform, a social network conducting e-commerce activities or an integrated e-commerce platform that qualifies as a large digital platform under applicable consumer-protection and e-commerce laws; and (iii) specified applications involving large retail networks.

For retail networks, the consultation requirement is triggered where one or more of the following thresholds is met: (i) 100 retail establishments each with a sales area below 500 square metres; (ii) 50 retail establishments each with a sales area from 500 square metres to below 3,000 square metres; or (iii) 30 retail establishments each with a sales area of 3,000 square metres or more. These thresholds apply both to specified applications allowing existing retail establishments to continue operating and to applications for a new retail establishment where the foreign investor already owns or participates in the ownership of a retail network meeting the relevant threshold (Article 8(3)(c)). 

The Government submission states that consultation with the Ministry of Public Security and the Ministry of National Defence was introduced for cases requiring consideration and assessment of national-security issues, with the stated objective of safeguarding national security while supporting economic development.

For large digital platforms and substantial retail networks, transaction and expansion planning may need to account for a regulatory review dimension that extends beyond conventional market-access and commercial licensing analysis.

Digital-platform Activities are More Specifically Described

Decree 342 expressly identifies the management and operation of intermediary e-commerce platforms, social networks conducting e-commerce activities and integrated e-commerce platforms as activities directly related to the purchase and sale of goods (Article 3(3)(e)), and includes these activities within the Business Licence regime (Article 5(1)(h)).

Foreign-invested digital businesses should assess the interaction between trading licensing, e-commerce regulation, consumer protection and foreign investment regulation. Where the platform also qualifies as a large digital platform, the national-security consultation mechanism under Article 8(3) may become relevant.

ENT is Retained but More Precisely Framed

The ENT continues to apply to certain retail establishments established beyond falling within the definition of a “retail establishment other than the first retail establishment” under Decree 342. Under Article 22(1), the ENT applies where the foreign investor is from a country or territory that does not participate in an international treaty to which Vietnam is a party and under which Vietnam has committed to abolish the ENT. An exception applies where the retail establishment (i) has a sales area below 500 square metres, (ii) is located in a shopping mall, and (iii) is not a convenience store, mini-supermarket or supermarket.

Where an ENT is required, Article 22(2) sets out the criteria for assessing the proposed retail establishment. For a retail establishment with a sales area below 5,000 square metres, the affected geographic market is assessed at the commune, ward or equivalent level. For a retail establishment with a sales area of 5,000 square metres or more, it is assessed at the provincial or centrally governed city level. The assessment also considers (i) the proposed establishment’s impact on market stability, existing retailers and traditional markets; (ii) local demand and the proposed establishment’s ability to meet that demand; (iii) its contribution to socio-economic development, including the development and modernisation of the retail sector and improvement of residents’ living conditions; and (iv) relevant security, public order and social safety considerations, including border, island and military-area security (Article 22(2)).

For the ENT assessment, Decree 342 defines the affected geographic market by reference to the size of the proposed retail establishment. For a retail establishment with a sales area below 5,000 square metres, the affected geographic market is assessed at the commune, ward or equivalent level. For a retail establishment with a sales area of 5,000 square metres or more, the affected geographic market is assessed at the provincial or centrally governed city level (Article 22(2)(a)). 

M&A Involving Existing Vietnamese Retail Businesses Require Early Licensing Planning 

Article 5(6) addresses a Vietnamese economic organisation that already operates retail establishments and becomes a foreign-invested economic organisation following a foreign investor’s capital contribution, share acquisition or acquisition of an equity interest. The resulting foreign-invested economic organisation must carry out the procedures for obtaining a Business Licence and Retail Establishment Licence, where required.

During the procedure for obtaining a Retail Establishment Licence allowing existing retail establishments to continue operating, the foreign-invested economic organisation may continue its retail activities at those establishments until the required licences are issued, but for no more than 12 months from the date stated in the relevant legal document or confirmation by the competent authority that the foreign investor has satisfied the applicable conditions for the capital contribution, share acquisition or acquisition of an equity interest (Article 5(6)(c)).

The administrative-procedure assessment explains that this transitional mechanism was introduced to strengthen regulatory oversight where foreign investment results in an existing Vietnamese retail business becoming foreign-invested.

For acquisitions of Vietnamese retailers, licensing analysis should form part of transaction structuring and due diligence. Transaction documents may need to address responsibility for licence applications, cooperation obligations, post-closing covenants, regulatory long-stop dates and the consequences of licensing taking longer than expected. The 12-month period is a maximum continuation period and should not be treated as a general extension of the applicable licensing requirements.

Certain Business Licences are Time-limited 

Under Article 10.2, the business term for cases falling within Article 9.1 corresponds to the term of the Enterprise Registration Certificate, where applicable. For the cases specified in Article 9.2, 9.3 and 9.4, the business term is five years. A re-granted Business Licence carries the remaining term of the previously granted business term.

The Government submission explains that the five-year period for certain activities and goods outside Vietnam’s market-opening commitments was retained to allow regulatory flexibility over time and preserve policy space for future market-opening negotiations.

Businesses operating under a five-year Business Licence should build licence-expiry management into long-term planning and should not treat the approval as indefinite.

Greater Use of State Databases May Reduce Repeat-document Requirements 

Across several licensing procedures, Decree 342 provides that applicants are required to submit certain corporate, investment, tax and licensing documents only where the licensing authority is unable to access and retrieve the relevant documents or data from national and specialised databases. Where the relevant information cannot be retrieved or the information retrieved is incomplete, the licensing authority may require the applicant to provide the corresponding supporting documents.

This approach should reduce duplication where the relevant databases are complete and accessible. At the same time, consistency of corporate, investment and licensing information across official databases will become increasingly important. Businesses should therefore ensure that their registered information is kept accurate and up to date and remain prepared to provide supporting documents where the licensing authority cannot retrieve sufficient information

Reporting is More Frequent and Linked to Continuing Licence Compliance 

Article 38 requires foreign-invested economic organisations to report on their trading and directly related activities annually before 15 January and for the first six months of the year before 15 July. Foreign investors and foreign-invested economic organisations may also be required to provide additional reports, documents or explanations at the request of a competent State authority.

Under Article 42, a Business Licence may be revoked where, among other circumstances, (i) the licensed activities have been suspended for more than 12 months without reporting to the licensing authority; (ii) periodic reports have not been submitted for 24 consecutive months; (iii) a requested report, document or explanation remains outstanding for three months after the deadline, except in force majeure circumstances; or (iv) the enterprise has been administratively sanctioned on three consecutive occasions within 12 months for violations relating to the trading and directly related activities specified in its Business Licence.

Parallel compliance-based revocation grounds apply to Retail Establishment Licences, subject to the specific grounds set out in Article 42(2).

Licence compliance should be managed as an ongoing governance function. Businesses with multiple operations should consider a centralised licence register, reporting calendar, responsibility matrix and escalation procedure for regulatory requests and administrative violations.

Transitional Arrangements Protect Existing Licences and Pending Applications

Under Article 44, foreign-invested economic organisations that have obtained a Business Licence or Retail Establishment Licence before the coming into operation of Decree 342 may continue to carry out the activities already covered by those licences.

Applications for the grant, re-grant, amendment or revocation of a Business Licence, and for the grant, re-grant, amendment, extension or revocation of a Retail Establishment Licence, that were received by the licensing authority before Decree 342 takes effect are generally processed under Decree 09 and Article 36 of Decree 146. Where an application is incomplete or invalid, however, the foreign investor or foreign-invested economic organisation must provide the requested explanation or supplementary materials within no more than six months from the date on which the licensing authority issues its request. After that period, the relevant procedure will be handled under Decree 342.

Businesses with pending applications should confirm the procedural status of their applications before 18 October 2026 and respond promptly to any requests for explanations or supplementary materials. Existing businesses should distinguish between activities already covered by existing licences and future amendments, expansions or transactions that may bring them within the new regime.

What Businesses Should Do Before 18 October 2026

Before Decree 342 takes effect on 18 October 2026, concerned businesses are advised to take the following steps:

1. map existing and proposed activities against the Business Licence requirements, particularly distribution, logistics, leasing, commercial intermediary and digital-platform activities;
2. confirm the applicable treaty basis for market access and assess whether changes in ownership or the investor’s treaty status could affect the applicable market-access conditions or licensing requirements;
3. audit existing retail networks, including Retail Establishment Licences, ENT exposure and planned store expansion;
4. for pending or proposed acquisitions, identify Vietnamese target businesses whose existing retail operations may become subject to Business Licence and Retail Establishment Licence requirements following the acquisition;
5. assess digital-platform activities and the scale of retail networks to determine whether the national-security consultation mechanism under Article 8(3) may apply;
6. review pending licence applications and promptly address any outstanding requests for explanation or supplementary materials; and
7. establish or update internal compliance calendars for licence terms, periodic reporting deadlines and responses to regulatory requests. 

Concluding Words 

Decree 342 is best understood as a recalibration rather than a complete departure from Decree 09. It updates the framework to reflect newer investment legislation, treaty commitments, decentralisation, the growth of digital commerce and implementation experience under the previous regime.

Taken together, the final provisions and the official drafting materials show two parallel regulatory directions. Vietnam is seeking to simplify procedures, decentralise decision-making and make greater use of State databases, while also applying more targeted oversight to matters involving domestic distribution, large digital platforms, substantial retail networks and national-security considerations.

For foreign investors, the practical significance extends beyond the licensing application itself. Investment structuring, treaty analysis, M&A due diligence, retail expansion, digital-platform governance and continuing compliance increasingly intersect under the new framework. Businesses planning investments, acquisitions or expansion in Vietnam should therefore consider Decree 342 before its 18 October 2026 effective date.

Rajah & Tann LCT Lawyers will continue to monitor implementation of Decree 342 and related regulatory developments and will provide further updates as implementation practice develops.

Further Information

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This Update was authored by Chairwoman Vu Thi Que, Partner Trinh Minh Duc, and Of Counsel Dr. Le Hong Phuc at Rajah & Tann LCT Lawyers.