Business License and Retail Outlet License for Foreign-Invested Enterprises in Vietnam

Business License and Retail Outlet License for Foreign-Invested Enterprises in Vietnam: A Complete Guide

Many foreign investors, having secured their Investment Registration Certificate (IRC) and Enterprise Registration Certificate (ERC), rush to sign long-term leases, open stores, and hire full operating teams — only to discover an uncomfortable truth: the company is still not permitted to sell goods at retail in Vietnam. A Business License for a foreign-invested enterprise (Giấy phép kinh doanh) and a license for establishing a retail sales outlet are two distinct legal layers that sit behind the IRC and ERC in the licensing chain for distribution. This guide covers both: which activities require a license, the conditions, the dossier, the Economic Needs Test (ENT) for the second retail outlet onwards, and the key changes under Decree 342/2026/ND-CP taking effect on October 18, 2026.

Table of contents

• 1. The classic mistake: confusing the IRC, ERC, Business License, and retail outlet license
• 2. The current legal framework: Decree 09/2018 and Decree 342/2026
• 3. Trading rights: import is not distribution, wholesale is not retail
• 4. The Business License: which activities require it, conditions, dossier, timelines
• 5. The retail outlet license: first outlet vs. second and subsequent outlets
• 6. The Economic Needs Test (ENT): rules, exemptions, and the ENT council
• 7. Quick comparison: Business License vs. retail outlet license
• 8. A practical roadmap for FDI retailers opening a chain
• 9. What changes under Decree 342/2026 from October 18, 2026
• 10. Timelines, costs, and key deadlines
• 11. Common risks and mistakes
• 12. Quick checklist
• 13. Frequently asked questions
• 14. When to engage counsel

1. The classic mistake: confusing the IRC, ERC, Business License, and retail outlet license

The licensing system for a foreign-invested distribution business in Vietnam has four layers, each conferring a different set of rights:

• IRC — Investment Registration Certificate: records the investment project: objectives, scale, location, duration. This is the foreign investor's "entry ticket," issued by the investment registration authority.
• ERC — Enterprise Registration Certificate: records the company's legal-entity status. A domestic company needs only the ERC to conduct business in non-conditional sectors; a foreign-invested company does not.
• Business License (Giấy phép kinh doanh): authorizes a foreign-invested economic organization to carry out goods trading and directly related activities within the licensing scope — most importantly for retail, the right to distribution (wholesale and retail rights). It is issued per company, not per store.
• License for establishing a retail sales outlet: authorizes the company to open each specific retail location (each store or supermarket). It is issued per outlet — as many outlets as the company opens, as many licenses (or license amendments for expansion/conversion) are needed.

The classic error is equating the IRC/ERC with permission to "do everything registered." For foreign-invested companies, the business lines recorded on the ERC do not include trading rights that require separate licensing. To sell at retail, the company must take two further steps: obtain the Business License for distribution rights, then obtain a retail outlet license for each location.

2. The current legal framework: Decree 09/2018 and Decree 342/2026

The instrument directly governing goods trading by foreign investors is Decree 09/2018/ND-CP dated January 15, 2018, detailing the Commercial Law and the Law on Foreign Trade Management regarding goods purchase and sale and related activities of foreign investors and foreign-invested economic organizations in Vietnam. It succeeded Decree 23/2007/ND-CP and implemented Vietnam's market-opening commitments on distribution under the WTO, CPTPP, and EVFTA.

A critical timing point: on September 3, 2026, the Government issued Decree 342/2026/ND-CP, which fully replaces Decree 09/2018/ND-CP and repeals Article 36 of Decree 146/2025/ND-CP (on delegation and decentralization in industry and trade). Decree 342 takes effect on October 18, 2026. Accordingly:

• Before October 18, 2026: Decree 09/2018/ND-CP applies (with the decentralization mechanism already in place under Decree 146/2025/ND-CP).
• From October 18, 2026: Decree 342/2026/ND-CP applies.
• Dossiers filed before October 18, 2026: under the transitional rules, they continue to be processed under the old regime; if a dossier is incomplete, the company has up to 6 months to explain and supplement, after which the new decree applies.

Because this guide is prepared during the transition, Sections 4–8 detail the rules under Decree 09/2018/ND-CP (currently in force), while Section 9 updates the key changes under Decree 342/2026/ND-CP so businesses can prepare.

3. Trading rights: import is not distribution, wholesale is not retail

Before discussing licenses, the concept of "trading rights" must be clear — these are what the Business License records. Under Article 3 of Decree 09/2018/ND-CP:

• Right to export: the right to purchase goods in Vietnam for export, including the right to sign export declarations.
• Right to import: the right to import goods from abroad into Vietnam for sale to traders that have the right to distribute such goods, including the right to sign import declarations. Critically, the right to import does not cover the right to organize or participate in a distribution network in Vietnam, unless otherwise prescribed by law or a treaty.
• Distribution comprises four activities: wholesale, retail, sale agency, and franchising.
• Wholesale means sale to wholesale traders, retail traders, and other traders and organizations (excluding retail).
• Retail means sale to individuals, households, and other organizations for consumption.

Three distinctions drive the entire licensing strategy:

1. Licensed to import ≠ licensed to distribute. A foreign-invested company may be fully qualified to import goods, sign customs declarations, and clear customs — yet still be barred from selling those goods at retail in Vietnam without distribution rights on its Business License. The correct chain when vetting a transaction is: HS code → goods policy → import right → wholesale right → retail right → Business License → retail outlet license.
2. Licensed for wholesale ≠ licensed for retail. These are independent rights; the license states exactly which rights the company holds.
3. Sensitive goods are managed separately. For lubricating oils and greases of petroleum origin, rice, sugar, recorded materials, and books, newspapers, and magazines (Clause 4, Article 9), foreign-invested companies face special conditions: for rice, sugar, recorded materials, and books/newspapers/magazines, retail distribution rights are only considered where the company already holds a retail outlet license in the form of a convenience store, mini mart, or supermarket, selling at those very outlets.

"Activities directly related to goods trading" also include: commercial assessment services; logistics services; goods leasing (excluding financial leasing); trade promotion services (excluding advertising); commercial intermediary services; e-commerce services; and goods and service bidding services.

4. The Business License: which activities require it, conditions, dossier, timelines

4.1. Which activities require a Business License

Under Clause 1, Article 5 of Decree 09/2018/ND-CP, a Business License is granted to foreign-invested economic organizations for:

• a) Exercising the right to retail goods (excluding the sensitive goods at Point c, Clause 4, Article 9);
• b) Exercising the right to import and the right to wholesale the sensitive goods at Point b, Clause 4, Article 9 (lubricating oils and greases);
• c) Exercising the right to retail the sensitive goods at Point c, Clause 4, Article 9 (rice, sugar, recorded materials, books, newspapers, magazines);
• d) Providing logistics services, except sub-sectors where Vietnam has market-opening commitments under treaties;
• dd) Leasing goods, excluding financial leasing and leasing of construction equipment requiring operators;
• e) Providing trade promotion services, excluding advertising services;
• g) Providing commercial intermediary services;
• h) Providing e-commerce services;
• i) Providing goods and service bidding services.

Conversely, under Article 6, goods trading activities outside this list may be carried out after registering them in the relevant papers under the Law on Investment and the Law on Enterprises — no Business License needed. For example, pure export and import rights (without distribution) fall into the registration group.

4.2. Conditions for granting a Business License (Article 9)

The law divides investors into two groups subject to different levels of scrutiny:

Group 1 — investors from countries/territories party to treaties under which Vietnam has market-opening commitments (e.g., WTO members, CPTPP, EVFTA parties). Conditions: (i) satisfying the market-access conditions in the treaties; (ii) having a financial plan for the activities to be licensed; (iii) owing no overdue tax debts, if established in Vietnam for 1 year or more.

Group 2 — investors outside the commitment scope. In addition to (ii) and (iii) above, they must meet criteria on: compliance with specialized laws; conformity with the competitiveness level of domestic enterprises in the same area; ability to create jobs for domestic workers; and ability to contribute to the state budget. When deciding on grant, the competent authority also considers the sectoral development strategy, the market-opening negotiation process, diplomatic relations, national security, and social order and safety (Article 10).

This is why the investor's nationality is the first thing to establish when planning a licensing application: the same activity passes through a materially lighter review "gate" for investors from countries with market-opening commitments.

4.3. Dossier and procedure (Articles 12 and 13)

A Business License application dossier comprises: the application form; a written explanation of satisfaction of the licensing conditions — including the business plan (contents and method of carrying out activities; business and market development plan; labor demand; assessment of the plan's socio-economic impacts and efficiency) and the financial plan (business results based on the audited financial statement of the latest year for companies established for 1 year or more; explanation of funds, funding sources, and fundraising plan, with financial documents); a tax office document confirming no overdue tax debts; and copies of the ERC and the IRC of the goods-trading project (if any).

The procedure under Article 13: within 3 working days of receipt, the licensing agency examines the dossier and may request amendments or supplements; within 10 working days of receiving a complete and valid dossier, the agency verifies satisfaction of the conditions. If satisfied: for activities at Point a, Clause 1, Article 5 (ordinary retail rights), the agency issues the license directly; for the remaining activities, the agency forwards the dossier to the Ministry of Industry and Trade (or the line ministry for sensitive goods) for opinion — the Ministry has 15 days to issue a written approval, after which the licensing agency has 3 working days to issue the license.

The practical point: dossiers are most often returned at the "written explanation" stage — thin business and financial plans, missing figures, unproven funding. This section deserves serious drafting effort, not box-ticking.

4.4. Contents, validity, and licensing authority

A Business License records: the company's name, code, head-office address, and at-law representative; owners, capital contributors, and founding shareholders; goods to be distributed; and the goods-trading-related activities authorized (Article 11). On validity: licenses granted in the cases at Clauses 2, 3, and 4 of Article 9 (non-committed investors, uncommitted services/goods) are valid for 5 years; re-granted licenses carry the remaining validity of the old one.

On authority: under Article 8 of Decree 09/2018/ND-CP as originally issued, the provincial Department of Industry and Trade of the locality where the company has its head office grants, re-grants, modifies, and revokes Business Licenses. However, Decree 146/2025/ND-CP on delegation and decentralization transferred part of the review and approval authority previously held by the Ministry of Industry and Trade and line ministries to provincial People's Committees. And under Decree 342/2026/ND-CP (effective from October 18, 2026), the provincial People's Committee of the locality where the company has its head office directly grants, re-grants, modifies, and revokes Business Licenses (see Section 9).

5. The retail outlet license: first outlet vs. second and subsequent outlets

The Business License gives the company the "right" to distribute; the retail outlet license gives it the specific "place" to exercise retail rights. Under Clause 2, Article 5, a retail outlet license is granted for each retail outlet; under Article 26, the license states the outlet's name and address, its type, its size (area), and a validity period equal to the remaining validity of the IRC of the outlet-establishment project (or, if there is no IRC, the period stated in the location document).

5.1. The first retail outlet: no ENT

Article 22 of Decree 09/2018/ND-CP sets three conditions for the first retail outlet:

1. Having a financial plan for establishing the outlet;
2. Owing no overdue tax debts, for a company established in Vietnam for 1 year or more;
3. The outlet's location conforming with the relevant master plan of the relevant geographical market.

The first retail outlet is not subject to the Economic Needs Test. This is a key market-opening commitment by Vietnam: a foreign investor may open its first store without being assessed on whether "the market needs another store."

A procedural advantage: where the first outlet is in the same province or centrally run city as the company's head office, the company may apply for the Business License simultaneously with the first outlet license (Clause 4, Article 5; Article 20).

5.2. Second and subsequent outlets: ENT in principle, with an exemption

Clause 2, Article 22 distinguishes two cases:

• No ENT required: the outlet need only satisfy the three first-outlet conditions.
• ENT required: the outlet must satisfy those three conditions and the ENT criteria at Clause 2, Article 23.

The exemption is at Clause 1, Article 23: an outlet beyond the first is exempt from ENT only if it has an area under 500 m2, is located in a trade center, and is neither a convenience store nor a mini mart. All three conditions must be met simultaneously — missing one triggers the ENT. For example, a 400 m2 store inside a trade center operating as a convenience store still requires an ENT; so does a 400 m2 store outside a trade center.

Note also the definition at Clause 9, Article 3: a "retail sales outlet in addition to the first retail sales outlet" is not counted only by sequence within the same legal entity — it includes outlets established under the same name or brand as at least one existing retail outlet of a foreign-invested economic organization in Vietnam. The ENT cannot be sidestepped by setting up a new legal entity under the same brand.

6. The Economic Needs Test (ENT): rules, exemptions, and the ENT council

6.1. ENT criteria (Clause 2, Article 23)

Where an ENT is required, the competent authority assesses five groups of criteria:

1. The scope of the relevant geographical market affected by the outlet's operation;
2. The number of retail outlets currently operating in that geographical market;
3. The outlet's impact on market stability and on the business of other retail outlets and traditional markets in the area;
4. Its impact on traffic density, environmental sanitation, and fire prevention and fighting in the area;
5. Its potential contribution to the area's socio-economic development, specifically: creating jobs for domestic workers; contributing to the development and modernization of the retail sector; improving the living environment and conditions for local inhabitants; and the ability and level of contribution to the state budget.

These are qualitative criteria with no fixed scoring formula — outcomes depend on the ENT council's assessment in each locality. The written explanation of ENT criteria (Points c, d, and dd, Clause 2, Article 23, per Clause 5, Article 27 of the dossier) should therefore be prepared as a persuasive "economic justification": area market data, competitive-impact analysis, employment and local-contribution commitments — not a few pages of general description.

6.2. The ENT council and procedure (Articles 24 and 29)

The ENT council is formed by the provincial People's Committee of the locality where the outlet sits, at the licensing agency's proposal. It is chaired by a representative of the provincial People's Committee (or an authorized agency), with members from the Department of Industry and Trade, the Department of Planning and Investment, and relevant departments, sectors, and organizations. Where the outlet is in a commune-level area adjacent to another province or centrally run city, the council must include a representative of that province/city's People's Committee.

The licensing procedure with ENT (Article 29) follows these statutory milestones:

1. 3 working days: the licensing agency examines the dossier and requests amendments/supplements if incomplete;
2. 5 working days: verification of the Article 22(1) conditions; if satisfied, proposal to form an ENT council;
3. 7 working days: the provincial People's Committee forms the council;
4. 30 days: the council evaluates the ENT criteria; its chair issues a written conclusion (approving or refusing the outlet at that location);
5. 3 working days: if the conclusion approves, the licensing agency forwards the dossier to the Ministry of Industry and Trade for opinion;
6. 10 working days: the Ministry issues a written approval or refusal;
7. 3 working days: the licensing agency issues the license after receiving approval.

Adding the statutory milestones, even a "smooth" ENT file takes roughly two working months from a complete dossier — excluding the company's preparation, supplementation rounds, and lease negotiations. For a multi-outlet rollout, this timeline must be built into the project plan from day one.

For comparison, the non-ENT procedure (Article 28) is leaner: 3 days for dossier examination, 10 days for condition verification, forwarding to the Ministry of Industry and Trade (7 days for opinion), and 3 days to issue the license after approval.

7. Quick comparison: Business License vs. retail outlet license

8. A practical roadmap for FDI retailers opening a chain

In practice, an FDI retail-chain project typically moves through these steps:

Step 1 — Determine investor status and the scope of rights needed. Identify the investor's country/territory and the applicable treaty (WTO, CPTPP, EVFTA…), and thus whether the company falls in the committed or non-committed group. Pin down exactly which rights are needed: retail only, or wholesale as well; any sensitive goods; any accompanying logistics or e-commerce activities.

Step 2 — Apply for (or amend) the Business License. Prepare the written explanation with a convincing business plan and financial plan, the tax office's no-overdue-debt confirmation, and copies of the ERC/IRC. File with the Department of Industry and Trade of the head-office locality (under current rules) — from October 18, 2026, with the provincial People's Committee under Decree 342.

Step 3 — Finalize locations and prepare location documents. Sign an MOU/lease agreement or documents proving the right to use the location for the outlet (Clause 17, Article 3). For the first outlet, check conformity with the relevant master plan of the geographical market area.

Step 4 — Apply for the first outlet license. Dossier under Article 27: application form, written explanation on the location and the outlet business plan, financial plan, no-tax-debt confirmation, copies of the ERC/IRC/Business License. If in the same province as the head office, it may be filed simultaneously with the Business License application.

Step 5 — For the second outlet onwards: assess ENT exposure. Test all three exemption conditions (under 500 m2 + in a trade center + not a convenience store/mini mart) simultaneously. If an ENT is required, prepare the ENT-criteria explanation as a full economic justification and budget roughly two working months for the council and Ministry process.

Step 6 — Post-licensing compliance. Outlet licenses carry IRC-linked validity; expanding floor area, converting the outlet type (e.g., into a convenience store/mini mart), renaming, or relocating all require license modification (Articles 30–32) — and area expansion or type conversion of a non-first outlet must go through the ENT procedure again (Clause 4, Article 31; Clause 4, Article 32). Lost or damaged licenses are re-granted (Articles 33–35); extension applications must be filed at least 30 days before expiry (Clause 1, Article 37).

9. What changes under Decree 342/2026 from October 18, 2026

Decree 342/2026/ND-CP does more than "change the number" — it restructures several areas. The key points for foreign-invested companies are summarized below from analyses of the new decree; when filing, check the official text and any implementing guidance.

Licensing authority concentrated at the provincial People's Committee. The provincial People's Committee of the head-office locality directly grants, re-grants, modifies, and revokes Business Licenses; the provincial People's Committee of the outlet's locality grants retail outlet licenses. This systematizes local management following the decentralization under Decree 146/2025/ND-CP.

Removal of the "financial plan" as a standalone licensing condition. Article 9 of the new decree no longer sets the financial plan as an independent condition; instead, the company prepares a 5-year business plan in the dossier (method of carrying out activities, market plan, labor, socio-economic efficiency assessment). The review focus shifts from proving financial capacity to assessing the business model and operating plan.

ENT tied directly to treaty commitments. Rather than looking mainly at "which outlet number," the new decree links the ENT obligation to Vietnam's commitments on abolishing the ENT in international treaties: investors from countries/territories not party to a treaty with an ENT-abolition commitment must undergo the ENT when establishing an outlet beyond the first (subject to the Article 22 exemptions). Companies must therefore add a layer of analysis: investor nationality → applicable treaty → does that treaty commit to abolishing the ENT?

Redesigned ENT criteria, with security elements added. The geographical market scope is defined more precisely (outlets under 5,000 m2 assessed at commune/ward level; 5,000 m2 and above at provincial/city level). Criteria focus on market-stability impact, market demand and the new outlet's ability to meet it, contribution to retail modernization — and add national security, order and social safety; border, island, and military-zone security.

A direct national-security review mechanism. The licensing authority must consult the Ministry of Public Security and the Ministry of National Defence in certain cases, notably: non-committed investors; foreign investors controlling an organization that operates a large digital platform (intermediary e-commerce platform, e-commerce social network, integrated trading platform); and very large retail networks at thresholds of 100 outlets (each under 500 m2), 50 outlets (500 m2 to under 3,000 m2), and 30 outlets (3,000 m2 and above).

Standardized outlet-type definitions. The new decree defines: convenience store (sales area under 300 m2), mini mart (not over 500 m2), supermarket (over 500 m2), and trade center.

Clearer continued-retail rights after M&A. Where a Vietnamese company becomes foreign-invested after a capital contribution/share purchase, it may continue retailing at operating outlets while completing the Business License and outlet-license procedures, for up to 12 months from the legal confirmation of the transaction; the dossier must be filed within 30 days of the foreign investor being confirmed as satisfying the contribution/purchase conditions.

Dossier: one set, national-data exploitation. Instead of 1/2/3 sets depending on the case, the dossier is standardized at one set; the licensing authority must prioritize exploiting national and specialized databases, requesting documents from the company only where data cannot be retrieved — a notable administrative reform.

Tighter, more specific location conditions. Outlet locations must comply with laws on land, planning, investment, construction, fire prevention and fighting, traffic safety, and environmental sanitation — replacing the previously general "conformity with the relevant master plan" requirement.

10. Timelines, costs, and key deadlines

Statutory processing times (Decree 09/2018/ND-CP, counted from a complete and valid dossier):

• Business License: 3 working days for dossier examination + 10 working days for condition verification; where Ministry of Industry and Trade/line-ministry opinion is required: plus 15 days for opinion + 3 working days to issue after written approval.
• First outlet license or non-ENT outlet: 3 days examination + 10 days verification + 7 days for Ministry opinion + 3 days issuance.
• ENT outlet: plus 5 days verification, 7 days to form the ENT council, 30 days for the council's evaluation, 3 days to forward for opinion, 10 days for the Ministry's opinion, 3 days issuance.

In practice, dossier preparation (especially the business/financial plan explanation and the ENT justification) usually consumes most of the project timeline. Companies should run lease negotiations and legal-dossier preparation in parallel rather than waiting for the lease to be finalized.

Costs: the law does not set a general service-fee schedule for these licenses in the cited provisions; actual costs include dossier preparation (translation, notarization, audited financial statements), legal advisory fees, and the opportunity cost of processing time. For a case-specific fee quotation, companies may contact FLAT Law Firm at hotline 0988424851.

Key deadlines to remember: file outlet-license extension applications at least 30 days before expiry; file Business License modification/re-grant applications within 10 working days of the ERC recording the change; return the old license within 5 working days of receiving the modified/re-granted one; post-M&A companies becoming foreign-invested must file within 30 days and may continue retailing for up to 12 months (under Decree 342/2026/ND-CP).

11. Common risks and mistakes

1. Confusing "licensed to import" with "licensed to retail." The pattern: goods imported and customs-cleared normally, then retailed without distribution rights on the Business License. Consequence: unlicensed operation, exposure to administrative sanctions, and forced suspension to complete procedures. Prevention: verify the full chain of trading rights before signing a lease.

2. Signing long-term leases before ENT clearance is certain. The ENT is a qualitative assessment with no guaranteed outcome; committing to a 5–10-year lease before the ENT council's conclusion is a major financial risk. Prevention: build a condition precedent on obtaining the outlet license into the lease, or sign a short-term/preferential-renewal arrangement during the licensing phase.

3. Misreading the ENT exemption. Many companies look only at the under-500 m2 area while forgetting the other two conditions: inside a trade center and not a convenience store/mini mart. Prevention: test all three conditions at Clause 1, Article 23 simultaneously before deciding whether to prepare an ENT file.

4. Using a new legal entity under the same brand to "avoid" the ENT. Clause 9, Article 3 closes this door: outlets established under the same name or brand as at least one existing outlet of a foreign-invested economic organization in Vietnam still count as "outlets in addition to the first." Prevention: plan for the ENT from the second outlet within the same brand system.

5. Thin business/financial plan explanations. This is the most common reason dossiers are returned for repeated amendment, stretching processing time. Prevention: prepare audited financial figures, a clear capital plan, and evidence-based area market analysis — treat it as a mini investment file, not an administrative formality.

6. Forgetting to amend licenses when operations change. Area expansion, outlet-type conversion, renaming, and relocation all require outlet-license modification; area expansion or type conversion of a non-first outlet additionally requires going through the ENT procedure again. Operating differently from the licensed contents breaches the licensing conditions.

7. Losing track of license validity. Outlet licenses are tied to IRC validity; Business Licenses (non-committed cases) last 5 years. Letting a license expire without extension means suspending retail at that outlet. Prevention: calendar every license's expiry upon issuance and start extension at least 30 days ahead.

12. Quick checklist

• [ ] Identify the investor's country/territory and applicable treaty (committed vs. non-committed group)
• [ ] Pin down all trading rights needed: retail, wholesale, sensitive goods, accompanying logistics/e-commerce
• [ ] Prepare the business-plan and financial-plan explanation with figures (audited financial statements if established for 1+ years)
• [ ] Obtain the tax office's no-overdue-tax-debt confirmation
• [ ] File the Business License dossier with the competent authority (note the authority shift from October 18, 2026 under Decree 342)
• [ ] Finalize the location; prepare documents proving the right to exploit/use it
• [ ] Check the location's conformity with the relevant master plan (first outlet)
• [ ] Assess whether the second and subsequent outlets trigger the ENT (test all three exemption conditions together)
• [ ] If ENT applies: prepare the ENT-criteria justification and budget ~2 working months for the council procedure
• [ ] Track every license's validity; extend at least 30 days ahead; amend promptly on area/type/name/location changes

13. Frequently asked questions

A foreign-invested company already holds an IRC and an ERC. Does it still need a Business License? Quite possibly. The IRC and ERC confirm the company's legal status and registered contents, but do not authorize trading activities within the licensing scope. If the company exercises retail rights, or activities such as providing logistics services outside treaty commitments, goods leasing, commercial intermediary services, or e-commerce services, it needs a Business License under Article 5 of Decree 09/2018/ND-CP. By contrast, activities outside that scope (e.g., pure export or import rights) only require registration under the Law on Investment and the Law on Enterprises.

Is an ENT required for a second retail outlet under 500 m2 inside a shopping mall? No — provided all three conditions are met simultaneously: the outlet is under 500 m2, located in a trade center, and is neither a convenience store nor a mini mart (Clause 1, Article 23). Meeting only part of the test — e.g., under 500 m2 but outside a trade center — means the ENT still applies.

Who decides the ENT, and how long does it take? The ENT council is established by the provincial People's Committee of the locality where the outlet sits, at the licensing agency's proposal (Article 24). The Article 29 sequence is: 3 working days for dossier examination, 5 working days for condition verification, 7 working days to form the council, 30 days for the council's evaluation and written conclusion, 3 working days to forward the file to the Ministry of Industry and Trade, 10 working days for the Ministry's opinion, and 3 working days to issue the license after approval. The statutory total is roughly two working months, excluding dossier preparation.

When does Decree 342/2026/ND-CP take effect, and what are the headline changes? Decree 342/2026/ND-CP was issued on September 3, 2026 and takes effect on October 18, 2026, fully replacing Decree 09/2018/ND-CP. Headline changes: the provincial People's Committee becomes the licensing authority; the "financial plan" is removed as a standalone licensing condition; the ENT is tied directly to Vietnam's treaty commitments on ENT abolition; ENT criteria are redesigned with national-security elements; and a new mechanism consults the Ministry of Public Security and Ministry of National Defence on large digital platforms and very large retail networks. Details should be checked against the official text when filing.

Does online (e-commerce) selling require a Business License? Under Articles 3 and 5 of Decree 09/2018/ND-CP, "providing e-commerce services" is one of the activities directly related to goods trading that requires a Business License. Decree 342/2026/ND-CP regulates intermediary e-commerce platforms, e-commerce social networks, and integrated trading platforms in more detail, and adds a security review for large digital platforms controlled by foreign investors. The exact scope depends on the business model and should be confirmed before filing.

Does expanding an operating store's floor area require a new application? Yes. Increasing an outlet's area requires modifying the retail outlet license (Articles 30 and 31). Notably, area expansion of a non-first outlet (or conversion into a convenience store/mini mart) must go through the ENT procedure again under Article 29 (Clause 4, Article 31; Clause 4, Article 32).

14. When to engage counsel

A foreign-invested company should engage specialized investment and distribution counsel when: (1) it is unclear whether the company falls in the committed or non-committed group, or which treaty applies; (2) it plans a multi-outlet chain and needs an ENT assessment per location plus an overall legal timeline; (3) it trades in sensitive goods (rice, sugar, lubricating oils, books and publications…) or operates an e-commerce/digital platform with foreign control — cases subject to additional specialized and security review; (4) an M&A transaction turns a Vietnamese company into a foreign-invested organization and procedures must be handled within the continued-operation window; or (5) a dossier has been repeatedly returned or refused on unclear grounds.

FLAT Law Firm advises FDI retail projects end-to-end — from determining trading rights, drafting plan explanations and ENT justifications, filing and working with licensing authorities, to post-licensing compliance review. Contact our hotline at 0988424851 for case-specific advice.

References

• Decree 09/2018/ND-CP dated January 15, 2018 of the Government detailing the Commercial Law and the Law on Foreign Trade Management regarding goods purchase and sale and related activities of foreign investors and foreign-invested economic organizations in Vietnam
• Decree 342/2026/ND-CP dated September 3, 2026 of the Government (effective from October 18, 2026; replacing Decree 09/2018/ND-CP)
• Decree 146/2025/ND-CP of the Government on delegation and decentralization in industry and trade
• Commercial Law 2005
• Law on Foreign Trade Management No. 36/2017/QH14