From 1 July 2026, the legal framework for multi-level marketing in Vietnam has changed entirely: Decree 137/2026/ND-CP (issued 7 April 2026) officially replaces in full Decree 40/2018/ND-CP and Decree 18/2023/ND-CP. The most notable change: the minimum charter capital requirement of VND 10 billion has been abolished, replaced by an escrow of 5% of charter capital, no less than VND 20 billion. This article analyzes the conditions and the registration certificate for multi-level sales activities under current regulations.
1. Current legal instruments
- Decree 137/2026/ND-CP (7 April 2026), effective 1 July 2026 — replaces in full Decree 40/2018/ND-CP and Decree 18/2023/ND-CP (Article 58(2)); also repeals Article 25 of Decree 55/2024/ND-CP and Article 48 plus Appendix XIV of Decree 146/2025/ND-CP.
- Law on Protection of Consumer Rights 19/2023/QH15 (effective 1 July 2024), Article 10(2) lists prohibited acts; clause 5 delegates detailed regulation to the Government — specified in Article 5 of Decree 137/2026.
- Note: Decree 40/2018 (as amended by Decree 18/2023) expired on 30 June 2026 — it may not be cited as current law. In particular, the former VND 10 billion minimum charter capital rule (Article 7(1)(b) of Decree 40/2018) has been abolished.
2. Scope: multi-level marketing only for goods (Article 4)
Under Article 4 of Decree 137/2026, multi-level marketing may only be conducted for goods; all multi-level activities whose object is not goods are prohibited (unless otherwise provided by law). Goods that may not be sold through multi-level marketing include: pharmaceuticals; medical devices; veterinary drugs; plant protection products; chemicals and insecticide/disinfectant preparations restricted or banned for household and medical use; hazardous chemicals; and digital content products.
3. Conditions for registering multi-level sales activities (Article 8)
Under Article 8(1), an organization registering multi-level sales activities must satisfy:
- (a) Be an enterprise established in Vietnam that has never had its multi-level sales registration certificate revoked;
- (b) Its members, owners, shareholders, legal representative, and managers have never held corresponding roles in a multi-level enterprise whose certificate was revoked (“clean record”);
- (c) Place escrow at a commercial bank or foreign bank branch in Vietnam in accordance with Article 50(2);
- (d) Have a clear, transparent, and lawful model participation contract, operation rules, compensation plan, and basic training program;
- (e) Have an IT system managing the participant network and an electronic information page;
- (f) Where foreign investors/foreign-invested economic organizations are owners, members, or shareholders: all such foreign investors must have at least 03 consecutive years of actual multi-level business operation in a country or territory.
4. Escrow: 5% of charter capital, no less than VND 20 billion (Article 50(2))
This hot point has been verified directly against the original text: a multi-level sales enterprise must open an escrow account and deposit an amount equivalent to 5% of charter capital but no less than VND 20 billion at a commercial bank or foreign bank branch in Vietnam, maintained continuously throughout its multi-level sales operation.
Note on substance: this is an escrow mechanism, not a statutory minimum charter capital condition. Mathematical consequences (e.g., roughly VND 400 billion of charter capital for the escrow to equal exactly 5%) are for reference only and are not statutory conditions.
5. Certificate of registration for multi-level sales activities (Articles 9 and 15)
- Validity: 05 years from the date of issuance; issued in 02 originals (Article 9).
- Renewal (Article 15): renewable multiple times, each time for 05 years; procedures must be completed at least 03 months before expiry; renewal conditions are the Article 8 conditions.
- Dossier (Article 10): application in Form No. 01 of Appendix I; enterprise charter; list of the persons in Article 8(1)(b) with identification documents; the multi-level sales activity documentation set.
- Issuing authority: the Ministry of Industry and Trade — which publishes the certificate on its electronic portal within 05 working days of issuance/amendment/renewal, and notifies the escrow-receiving bank and the provincial People’s Committee.
- Local operation: the enterprise must obtain confirmation from the provincial People’s Committee of its multi-level sales registration before deploying in that locality (a new requirement).
6. What’s new compared to the old rules
- Entirely new framework from 1 July 2026.
- VND 10 billion minimum charter capital removed → escrow of 5% of charter capital, minimum VND 20 billion (higher than the old VND 10 billion escrow floor).
- Added responsibilities of “senior distributors”; tighter transparency of compensation plans.
- The 03-year actual multi-level experience condition for foreign investors is stated more clearly.
- Provincial People’s Committee confirmation required before local deployment.
Frequently asked questions
What minimum charter capital is required for multi-level marketing now?
Current law (Decree 137/2026) no longer imposes the former VND 10 billion minimum charter capital. Instead, there is an escrow obligation of 5% of charter capital, minimum VND 20 billion, maintained continuously throughout operation.
How long is the multi-level sales registration certificate valid?
05 years from issuance (Article 9), renewable multiple times for 05 years each, provided procedures are completed at least 03 months before expiry (Article 15).
What conditions apply to foreign investors joining a multi-level company in Vietnam?
All foreign investors that are owners/members/shareholders must have at least 03 consecutive years of actual multi-level business operation in a country or territory (Article 8(1)(e)).
See also: business line registration for FDI companies in Vietnam.
Contact FLAT Law Firm for advice on conditions and procedures for registering multi-level sales activities.
Note: This article is for reference only and is not legal advice. Laws and regulations may change; specific cases require advice from a licensed lawyer.
For reference only; not legal advice. This content was quality-checked by the AI Legal Council and has not been reviewed by a licensed human lawyer.
