Tiếng Việt
On 3 September 2026, the Government issued Decree 342/2026/ND-CP (“Decree 342”) regulating goods trading activities and activities directly related to the purchase and sale of goods 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 (“Decree 09”).
Compared with Decree 09, the key changes under Decree 342 relate to the conditions for obtaining a Business License, establishment of retail outlets, the Economic Needs Test, foreign investment in existing retail businesses, reporting obligations and grounds for license revocation.
1. Decree 342/2026/ND-CP: Simplification of Certain Conditions for Obtaining a Business License
Under Decree 342, where the foreign investor is from a country or territory that is a party to an international treaty with Vietnam on market access, a Business License may be granted if the following two main conditions are satisfied:1
- The applicable market access conditions under the relevant international treaty are satisfied; and
- There are no overdue tax liabilities where the enterprise has operated in Vietnam for one year or more.
Accordingly, Decree 342 removes the requirement to demonstrate a financial plan. Investors in this category are required to satisfy the applicable market access conditions and, where applicable, have no overdue tax liabilities.
Decree 342 also expressly requires the applicable market access conditions to be maintained throughout the enterprise’s operations in Vietnam.
For investors from countries or territories that are not parties to relevant international treaties with Vietnam, Decree 342 also removes two assessment criteria:2
- The ability to create employment for domestic workers; and
- The level of contribution to the State budget.
2. Changes to the Conditions and Application Documents for Establishing Retail Outlets
Decree 342 also removes the financial plan requirement for establishing the first retail outlet.
Under the new rules, the retail location must comply with applicable requirements on land, planning, investment, construction, fire prevention and fighting, traffic safety and environmental protection.3
Another notable change is that the application documents for a License for Establishment of a Retail Outlet now differ depending on the size of the outlet:
- For a retail outlet below 500 m², the application includes enterprise registration documents, the Business License and documents relating to the branch or business location where the retail outlet will be established;
- For a retail outlet of 500 m² or more, the application must additionally include the Investment Registration Certificate for the retail outlet project.4
Decree 342 also changes the method for determining the term of a License for Establishment of a Retail Outlet.
Under the new rules, the license term is determined by the remaining term of the Investment Registration Certificate or the lease term of the premises, whichever is shorter.5
3. Narrower Scope of the Economic Needs Test for Additional Retail Outlets
Previously, as a general rule, a foreign-invested enterprise establishing a retail outlet beyond its first retail outlet was required to undergo an Economic Needs Test (ENT), except where the retail outlet had an area of less than 500 m², was located within a shopping mall and was not classified as a convenience store or mini-supermarket.6
Decree 342 changes the circumstances in which this requirement applies.
Under the new rules, the ENT applies where an investor is from a country or territory that is not a party to an international treaty to which Vietnam is also a party and under which Vietnam has committed to abolish the ENT requirement, when establishing a retail outlet beyond the first retail outlet, unless an exemption applies.7
Decree 342 also specifies the relevant market area for the assessment:
| Retail outlet area | Relevant market area |
|---|---|
| Below 5,000 m² | Commune, ward or equivalent level |
| 5,000 m² or more | Provincial or centrally governed city level |
The assessment criteria include the impact of the proposed retail outlet on the existing retail market, demand in the relevant area, its contribution to socio-economic development, and national security, public order and social safety considerations.8
4. New Time Limit for Domestic Retail Enterprises Receiving Foreign Investment
Decree 342 continues to require an enterprise with existing retail outlets in Vietnam which subsequently receives foreign investment and becomes subject to the foreign-invested enterprise regime to obtain a Business License and Licenses for Establishment of Retail Outlets.9
Decree 342 additionally allows existing retail outlets to continue operating while the relevant licensing procedures are being completed, but for no more than 12 months from the date of the legal document or confirmation issued by the competent authority recording that the foreign investor satisfies the conditions for capital contribution, share acquisition or acquisition of capital contribution.10
The application for a License for Establishment of a Retail Outlet in order to continue operations must be submitted within 30 days from the date the relevant investment transaction is officially recorded in accordance with law.11
5. Reporting Obligations Increased from Once to Twice a Year
Previously, foreign-invested enterprises were required to submit an activity report once a year, before 31 January.12
Under Decree 342, enterprises must submit two periodic reports:
- Before 15 January: annual report; and
- Before 15 July: report on activities during the first six months of the year.13
Accordingly, enterprises will be subject to an additional mid-year reporting requirement, while the deadline for the annual report is brought forward from 31 January to 15 January.
6. Additional Grounds for License Revocation Following Repeated Administrative Violations
Decree 342 introduces an additional ground for revocation of a Business License.
A Business License may be revoked where the enterprise is subject to administrative penalties up to three consecutive times within a 12-month period for violations relating to the activities recorded in its Business License.14
Similarly, a License for Establishment of a Retail Outlet may be revoked where the enterprise is subject to administrative penalties up to three times within a 12-month period for violations relating to the goods trading activities recorded in the license.15
7. Change in Licensing Authority and Additional National Security Review
Previously, the Department of Industry and Trade (DOIT) where the enterprise had its head office was responsible for issuing the Business License, while the Department of Industry and Trade where the retail outlet was located issued the License for Establishment of a Retail Outlet.16
Under Decree 342, the licensing authority is:17
- The provincial-level People’s Committee where the enterprise has its head office for the Business License; and
- The provincial-level People’s Committee where the retail outlet is located for the License for Establishment of a Retail Outlet.
Decree 342 also requires the licensing authority to obtain opinions from the Ministry of Public Security and the Ministry of National Defence on national security matters in certain cases.
These include certain activities carried out by investors from countries or territories that are not parties to relevant international treaties with Vietnam, certain large e-commerce platforms controlled by foreign investors, and enterprises with retail outlet networks reaching the size thresholds prescribed under Decree 342.18
What Should Businesses Note About Decree 342/2026/ND-CP?
From 18 October 2026, foreign-invested enterprises engaged in trading, distribution and retail activities in Vietnam should review the following matters:
- The applicable conditions for their Business License, particularly the requirement to maintain market access conditions throughout their operations;
- The requirement for an Investment Registration Certificate for retail outlets of 500 m² or more;
- The lease term of retail premises when determining the term of the License for Establishment of a Retail Outlet;
- Whether the Economic Needs Test applies to any planned additional retail outlets;
- Licensing procedures following foreign investment in an enterprise that already operates retail outlets;
- The new reporting deadlines of 15 January and 15 July each year; and
- Compliance with the contents of the Business License and Licenses for Establishment of Retail Outlets, as repeated administrative violations may result in license revocation.
Disclaimer
This article is provided for general informational and reference purposes only and does not constitute legal advice. The application of relevant laws and procedures may vary depending on the specific documents, circumstances, and countries or territories involved.
For advice tailored to your specific circumstances, please contact LTS LAW FIRM for further consultation and legal assistance.
LTS LAW FIRM
Floor 6, 520 Cach Mang Thang Tam
Nhieu Loc Ward, Ho Chi Minh City, Vietnam
Tel: (+84) 965 000 524
Email: contact@lts.com.vn
Working hours: Monday – Friday, 8 AM – 6 PM VNT
On 3 September 2026, the Government issued Decree 342/2026/ND-CP (“Decree 342”) regulating goods trading activities and activities directly related to the purchase and sale of goods 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 (“Decree 09”).
Compared with Decree 09, the key changes under Decree 342 relate to the conditions for obtaining a Business License, establishment of retail outlets, the Economic Needs Test, foreign investment in existing retail businesses, reporting obligations and grounds for license revocation.
1. Decree 342/2026/ND-CP: Simplification of Certain Conditions for Obtaining a Business License
Under Decree 342, where the foreign investor is from a country or territory that is a party to an international treaty with Vietnam on market access, a Business License may be granted if the following two main conditions are satisfied:
- The applicable market access conditions under the relevant international treaty are satisfied; and
- There are no overdue tax liabilities where the enterprise has operated in Vietnam for one year or more.
Accordingly, Decree 342 removes the requirement to demonstrate a financial plan. Investors in this category are required to satisfy the applicable market access conditions and, where applicable, have no overdue tax liabilities.
Decree 342 also expressly requires the applicable market access conditions to be maintained throughout the enterprise’s operations in Vietnam.
For investors from countries or territories that are not parties to relevant international treaties with Vietnam, Decree 342 also removes two assessment criteria:
- The ability to create employment for domestic workers; and
- The level of contribution to the State budget.
2. Changes to the Conditions and Application Documents for Establishing Retail Outlets
Decree 342 also removes the financial plan requirement for establishing the first retail outlet.
Under the new rules, the retail location must comply with applicable requirements on land, planning, investment, construction, fire prevention and fighting, traffic safety and environmental protection.
Another notable change is that the application documents for a License for Establishment of a Retail Outlet now differ depending on the size of the outlet:
- For a retail outlet below 500 m², the application includes enterprise registration documents, the Business License and documents relating to the branch or business location where the retail outlet will be established;
- For a retail outlet of 500 m² or more, the application must additionally include the Investment Registration Certificate for the retail outlet project.
Decree 342 also changes the method for determining the term of a License for Establishment of a Retail Outlet.
Under the new rules, the license term is determined by the remaining term of the Investment Registration Certificate or the lease term of the premises, whichever is shorter.
3. Narrower Scope of the Economic Needs Test for Additional Retail Outlets
Previously, as a general rule, a foreign-invested enterprise establishing a retail outlet beyond its first retail outlet was required to undergo an Economic Needs Test (ENT), except where the retail outlet had an area of less than 500 m², was located within a shopping mall and was not classified as a convenience store or mini-supermarket.
Decree 342 changes the circumstances in which this requirement applies.
Under the new rules, the ENT applies where an investor is from a country or territory that is not a party to an international treaty to which Vietnam is also a party and under which Vietnam has committed to abolish the ENT requirement, when establishing a retail outlet beyond the first retail outlet, unless an exemption applies.
Decree 342 also specifies the relevant market area for the assessment:
| Retail outlet area | Relevant market area |
|---|---|
| Below 5,000 m² | Commune, ward or equivalent level |
| 5,000 m² or more | Provincial or centrally governed city level |
The assessment criteria include the impact of the proposed retail outlet on the existing retail market, demand in the relevant area, its contribution to socio-economic development, and national security, public order and social safety considerations.
4. New Time Limit for Domestic Retail Enterprises Receiving Foreign Investment
Decree 342 continues to require an enterprise with existing retail outlets in Vietnam which subsequently receives foreign investment and becomes subject to the foreign-invested enterprise regime to obtain a Business License and Licenses for Establishment of Retail Outlets.
Decree 342 additionally allows existing retail outlets to continue operating while the relevant licensing procedures are being completed, but for no more than 12 months from the date of the legal document or confirmation issued by the competent authority recording that the foreign investor satisfies the conditions for capital contribution, share acquisition or acquisition of capital contribution.
The application for a License for Establishment of a Retail Outlet in order to continue operations must be submitted within 30 days from the date the relevant investment transaction is officially recorded in accordance with law.
5. Reporting Obligations Increased from Once to Twice a Year
Previously, foreign-invested enterprises were required to submit an activity report once a year, before 31 January.
Under Decree 342, enterprises must submit two periodic reports:
- Before 15 January: annual report; and
- Before 15 July: report on activities during the first six months of the year.
Accordingly, enterprises will be subject to an additional mid-year reporting requirement, while the deadline for the annual report is brought forward from 31 January to 15 January.
6. Additional Grounds for License Revocation Following Repeated Administrative Violations
Decree 342 introduces an additional ground for revocation of a Business License.
A Business License may be revoked where the enterprise is subject to administrative penalties up to three consecutive times within a 12-month period for violations relating to the activities recorded in its Business License.
Similarly, a License for Establishment of a Retail Outlet may be revoked where the enterprise is subject to administrative penalties up to three times within a 12-month period for violations relating to the goods trading activities recorded in the license.
7. Change in Licensing Authority and Additional National Security Review
Previously, the Department of Industry and Trade (DOIT) where the enterprise had its head office was responsible for issuing the Business License, while the Department of Industry and Trade where the retail outlet was located issued the License for Establishment of a Retail Outlet.
Under Decree 342, the licensing authority is:
- The provincial-level People’s Committee where the enterprise has its head office for the Business License; and
- The provincial-level People’s Committee where the retail outlet is located for the License for Establishment of a Retail Outlet.
Decree 342 also requires the licensing authority to obtain opinions from the Ministry of Public Security and the Ministry of National Defence on national security matters in certain cases.
These include certain activities carried out by investors from countries or territories that are not parties to relevant international treaties with Vietnam, certain large e-commerce platforms controlled by foreign investors, and enterprises with retail outlet networks reaching the size thresholds prescribed under Decree 342.
What Should Businesses Note About Decree 342/2026/ND-CP?
From 18 October 2026, foreign-invested enterprises engaged in trading, distribution and retail activities in Vietnam should review the following matters:
- The applicable conditions for their Business License, particularly the requirement to maintain market access conditions throughout their operations;
- The requirement for an Investment Registration Certificate for retail outlets of 500 m² or more;
- The lease term of retail premises when determining the term of the License for Establishment of a Retail Outlet;
- Whether the Economic Needs Test applies to any planned additional retail outlets;
- Licensing procedures following foreign investment in an enterprise that already operates retail outlets;
- The new reporting deadlines of 15 January and 15 July each year; and
- Compliance with the contents of the Business License and Licenses for Establishment of Retail Outlets, as repeated administrative violations may result in license revocation.
Disclaimer
This article is provided for general informational and reference purposes only and does not constitute legal advice. The application of relevant laws and procedures may vary depending on the specific documents, circumstances, and countries or territories involved.
For advice tailored to your specific circumstances, please contact LTS LAW FIRM for further consultation and legal assistance.
LTS LAW FIRM
Floor 6, 520 Cach Mang Thang Tam
Nhieu Loc Ward, Ho Chi Minh City, Vietnam
Tel: (+84) 965 000 524
Email: contact@lts.com.vn
Working hours: Monday – Friday, 8 AM – 6 PM VNT
