Trading and retail in Vietnam
Decree No. 342/2026/ND-CP — the licences a foreign-invested company needs to sell goods, from 18 October 2026
From 18 October 2026, a foreign-invested company in Vietnam imports, exports, distributes and sells goods — and runs the services around that trade — under Decree No. 342/2026/ND-CP, issued by the Government on 3 September 2026. It replaces Decree No. 09/2018/ND-CP. The architecture is familiar — a Business Licence for a closed list of activities, a licence for each retail outlet, an economic needs test for some of them. What changes is who is consulted and what is owed afterwards.
What does the decree change?
Decree No. 342 details article 22 of the Commercial Law (No. 36/2005/QH11) and article 5 of the Law on Foreign Trade Management (No. 05/2017/QH14). It applies to foreign investors and to foreign-invested economic organisations — in practice, to any company in Vietnam with a foreign shareholder — and to the authorities that license them.
Three points matter in practice. The province decides alone. Decree No. 146/2025/ND-CP moved the approval of the Ministry of Industry and Trade to the provinces from 1 July 2025; Decree No. 342 consolidates it. The People’s Committee of the province where the head office sits grants, amends and revokes the Business Licence; that of the province where the shop sits does the same for the outlet licence (art. 8). The Ministry keeps the national database and receives copies of the licences and the provinces’ reports, with no approval role. The security ministries enter the file in the cases that article 8 lists — a new step. The obligations after the grant become heavier: two reports a year, and a licence that is lost for failing to file them.
One relief runs the other way. A document the licensing authority can retrieve from the national enterprise, investment or tax databases no longer has to be produced; the applicant files it only where the authority cannot access it (arts. 11 and 25).
The investment and enterprise registration certificates create the company; they do not, on their own, allow it to retail goods, run logistics or operate an e-commerce platform. Each activity of a mixed business model is read against the list in article 5.
Which activities need a Business Licence?
Article 5 lists them. Everything outside the list — exporting, importing to sell to holders of distribution rights, wholesale of ordinary goods — needs no Business Licence once the activity appears in the company’s registration (art. 6). One exception: where the investor comes from a country with no treaty commitment towards Vietnam, the registering authority consults the provincial People’s Committee before registering or amending the activity.
| Activity — art. 5(1) | Scope and exclusions |
|---|---|
| Retail distributionPhân phối bán lẻ hàng hóa | Of all goods, other than the sensitive goods of the third row, which have their own entry. |
| Import and wholesale of lubricants | Lubricating oils and greases derived from petroleum — goods Vietnam has not opened under its treaties. |
| Retail of sensitive goods | Rice, sugar, recorded products, books, newspapers and magazines. |
| Logistics services | Except the sub-sectors Vietnam has opened under its treaties. |
| Leasing of goods | Excluding financial leasing and the hire of construction equipment with an operator. |
| Trade promotion | Excluding advertising. |
| Commercial intermediary services | Excluding wholesale and retail agency (art. 3). |
| E-commerce platformsSàn giao dịch thương mại điện tử | Operating an e-commerce intermediary platform, an e-commerce social network or an integrated platform. |
| Tendering services | Organising tenders for goods and services. |
Article 3 gives the two trading rights a precise content. The export right is the right to buy goods in Vietnam for export and to appear as the exporter on the customs declaration. The import right is the right to import goods in order to sell them to traders holding distribution rights; selling them on to consumers is distribution, and may need the licence.
On what conditions is it granted?
Article 9 distinguishes four cases, and the case determines both the conditions and the term of the licence (art. 10).
| By investor | Conditions | Term |
|---|---|---|
| Investor from a treaty country, activity within the commitments — art. 9(1) | The market-access conditions of the treaty relied on, met throughout the life of the licence; no overdue tax debt, if the company has been in Vietnam for one year or more. | That of the Enterprise Registration Certificate |
| Investor from a non-treaty country — art. 9(2) | The tax condition, consistency with the sector’s specialised law, and the level of competition from domestic firms in the field over the past year. The province also weighs diplomatic relations, national security and public order. | 5 years |
| By activity | Conditions | Term |
|---|---|---|
| Service not committed under the treaties — art. 9(3) | Treaty investor: the conditions above plus the specialised-law and domestic-competition criteria. Non-treaty investor: those of article 9(2). The province weighs the sector strategy and the state of Vietnam’s negotiations. | 5 years |
| Goods not committed — art. 9(4) | As for services, plus — lubricants: only for an investor whose project in Vietnam produces them, or produces or distributes the equipment that uses them; rice, sugar, recorded products and printed matter: retail only through a convenience store, mini-supermarket or supermarket the company is licensed to run. | 5 years |
The file (art. 11) comprises the application on Form No. 01, a statement showing how the conditions are met together with a five-year business plan, and a tax certificate of no overdue debt issued within the previous six months. The province checks completeness within 3 working days and decides within 10 working days of a complete file. Where the security ministries must be consulted, they have 14 working days to reply, and the province 3 more to decide (art. 12).
When are the security ministries consulted?
Article 8(3) requires the licensing province to obtain the opinion of the Ministry of Public Security and the Ministry of National Defence before granting a licence in the following cases. Where both are required, the licence issues only if both agree (art. 26).
| Trigger | What it covers |
|---|---|
| A non-treaty investor | A foreign investor from a country or territory with no treaty with Vietnam covering the activity — for an ordinary activity, a service Vietnam has not committed to open, or the sensitive goods (art. 9(2), 9(3)(b) and 9(4)(b)). A treaty investor is licensed without consultation, even for uncommitted services or goods (art. 12). |
| Control of a large platform | A foreign investor controlling a company that runs an e-commerce intermediary platform, an e-commerce social network or an integrated platform which the e-commerce and consumer-protection rules class as a large digital platform. |
| The size of the network | A licence for the continued operation of 100 outlets of less than 500 m², 50 of 500 to less than 3,000 m² or 30 of 3,000 m² or more — or a new outlet licence for an investor that already owns or co-owns that many. |
What does each shop need?
Each retail outlet needs its own Retail Outlet Licence (Giấy phép lập cơ sở bán lẻ), granted by the province where it stands. The decree defines the formats by sales area (art. 3), and the format matters for the economic needs test.
| Format — art. 3 | Definition |
|---|---|
| Convenience storeCửa hàng tiện lợi | Sales area of less than 300 m², selling everyday consumer goods. |
| Mini-supermarketSiêu thị mini | Sales area of no more than 500 m². |
| SupermarketSiêu thị | Sales area of more than 500 m². |
| Shopping centreTrung tâm thương mại | A site grouping several retail and service outlets, in one or more adjoining buildings, licensed under the investment and construction laws. |
The conditions are those of article 21: no overdue tax debt where the company has been in Vietnam for a year or more, and a site that complies with the rules on land, planning, construction, fire safety, traffic and environmental sanitation. For an outlet of 500 m² or more, the file also carries the investment registration of the outlet project (art. 25). Where the first outlet is in the same province as the head office, the Business Licence and the outlet licence can be applied for together, on Form No. 02 (arts. 5 and 19).
Without an economic needs test, the province checks completeness within 3 working days and decides within 14 working days, plus 14 for the security ministries and 3 for the decision where they are consulted (art. 26). The licence runs for the shorter of the remaining term of the outlet’s investment certificate and the remaining term of the lease (art. 24); a renewal is filed in the three months before expiry and decided within 10 working days of a complete file (art. 35).
When does the economic needs test apply?
The test (Kiểm tra nhu cầu kinh tế, ENT) never applies to the first outlet. It applies to each additional outlet of an investor from a country or territory that is not party to a treaty under which Vietnam has undertaken to abolish it (art. 22(1)) — the CPTPP, the EVFTA and the UKVFTA among them, according to each treaty’s schedule. Even without such a treaty, an additional outlet is exempt where it meets all three conditions: a sales area of less than 500 m², a location inside a shopping centre, and a format that is not a convenience store, a mini-supermarket or a supermarket.
Where the test applies, an ENT council set up by the provincial People’s Committee — chaired by a representative of the Committee or of an agency it authorises, with the provincial departments of industry and trade and of finance and the provincial police among its members — assesses four criteria (arts. 22(2) and 23). The market is measured at commune level for an outlet of less than 5,000 m² and at provincial level from 5,000 m²; the council weighs the effect on market stability, on existing retailers and traditional markets, and on local demand; the contribution to modern retail and to living conditions; and public order and security, including in border, island and military areas. Where the site’s commune adjoins another province, that province is consulted.
The timetable (art. 27): completeness within 3 working days; a check of the conditions within 5; the council’s conclusion within 20 working days of a complete file; the licence within 5 working days of that conclusion — or of the security ministries’ replies, where they are consulted.
Exemption from the test, like the term of the Business Licence, turns on the country of the investor and on what the treaty relied on actually commits. Where the investment is held through an intermediate company, the decree does not say whose nationality counts, and early commentary expects provinces to read it differently. The treaty basis is settled before the first additional outlet is planned, and checked again at every change of shareholder.
What happens when a foreign investor buys into a retailer?
A Vietnamese company that runs shops and becomes foreign-invested through a capital contribution or a share purchase must obtain the Business Licence and a licence for each outlet (art. 5(6)). The file is lodged within 30 days of the date on which the foreign investor is confirmed as meeting the conditions for the contribution; the existing outlets may keep trading for no more than 12 months from the date stated in that confirmation, while the licences are processed (art. 36). The province checks completeness within 3 working days and assesses within 14; the security ministries are consulted where the network reaches the thresholds above.
The period runs from the acquisition paperwork, not from the filing. The share purchase agreement should allocate the licensing work, require the seller’s cooperation and set a long-stop date that leaves the province its full timetable — the fourteen working days of its assessment and, for a large network, the fourteen of the security ministries.
What keeps the licences in force?
| Obligation | When | Article |
|---|---|---|
| Report on trading activities (Form No. 14) | Before 15 January for the calendar year; before 15 July for January to June | art. 38 |
| Amend the licence after a change in registration | Within 10 working days of the new registration document | arts. 15 and 30 |
| Return the superseded licence | Within 5 working days of receiving the new one | arts. 15 and 30 |
| Renew an outlet licence | In the three months before expiry | art. 35 |
Article 42 sets out the grounds on which the licence is revoked. For the Business Licence they include false information in the file, activity stopped for more than twelve months without notice, no periodic report for 24 consecutive months, a report requested by the authority still outstanding three months after its deadline, and three consecutive sanctions within twelve months for the licensed activities; the outlet licence has parallel grounds. After a revocation, a new licence cannot be obtained for two years (arts. 20 and 37). A suspension, for its part, may not exceed twelve months (art. 40).
What about licences and files already in hand?
Licences granted under Decree No. 09/2018/ND-CP remain valid for the activities they cover (art. 44). A file received before 18 October 2026 is processed under the earlier rules, including the decentralisation of Decree No. 146/2025/ND-CP. But where the authority asks for a correction or a supplement, the applicant has six months to provide it; after that, the file moves under Decree No. 342. A pending application is therefore worth checking now, not after the first request for information.
What should be done now?
Sources. Government of Vietnam, Decree No. 342/2026/ND-CP of 3 September 2026 detailing the Commercial Law and the Law on Foreign Trade Management on the purchase and sale of goods and directly related activities of foreign investors and foreign-invested economic organisations in Vietnam (Nghị định 342/2026/NĐ-CP), in force 18 October 2026 — Government portal chinhphu.vn and national legal database vbpl.vn; Vietnamese text as published by Thư viện Pháp luật, English translation by LuatVietnam. Texts referred to: Commercial Law No. 36/2005/QH11, art. 22; Law on Foreign Trade Management No. 05/2017/QH14, art. 5; Decree No. 09/2018/ND-CP of 15 January 2018; Decree No. 146/2025/ND-CP. Commentary consulted: Baker McKenzie, Rajah & Tann Asia, Vietnam Briefing, Viet An Law (September 2026).
This note states the decree as published and is not legal advice on a particular transaction. The forms referred to (Nos. 01 to 19) are annexed to the decree; the working days are those of the licensing authority, from a complete file. Lo On Shing Consultants Limited, Hong Kong — BR 64679960.