On 3 September 2026, Vietnam’s Government issued Decree 342/2026/ND-CP detailing the Commercial Law and the Law on Foreign Trade Management with respect to the purchase and sale of goods and directly related activities by foreign investors and foreign-invested economic organizations in Vietnam. Effective 18 October 2026, the decree replaces Decree 09/2018/ND-CP in its entirety and repeals Article 36 of Decree 146/2025/ND-CP. It now governs business licenses, retail-outlet establishment licenses, and all commercial licensing procedures for FDI enterprises on Vietnam’s domestic market.
For foreign investors — notably Chinese investors running retail chains and goods distribution in Vietnam — Decree 342/2026/ND-CP cuts two ways at once: it significantly reduces administrative licensing conditions and paperwork, while introducing a new national-security screening layer and tougher license-revocation triggers. This article walks through the key changes, clause by clause, so your business can review its compliance position in time.
Why foreign investors should act now
Goods trading by foreign investors requires a business license under the specialized trade framework. Since 18 October 2026, all new applications, amendment applications, and pending files run under Decree 342/2026/ND-CP. FDI companies holding licenses issued under Decree 09/2018/ND-CP should note:
- Licensing authority moves from the Department of Industry and Trade up to the provincial People’s Committee;
- A new national-security screening mechanism involves the Ministry of Public Security and the Ministry of National Defense;
- Periodic reporting doubles from one to two periods per year, with the Ministry of Public Security and the Ministry of National Defense added as recipients;
- Licenses face revocation after up to three administrative sanctions within 12 months (consecutive for business licenses).
Legal framework, effectiveness and transitional rules
Effectiveness and replaced instruments
Under Article 45(1), the decree took effect on 18 October 2026; signed by Deputy Prime Minister Pham Gia Tuc upon the proposal of the Minister of Industry and Trade, published in Official Gazette No. 512.
Article 45(2) draws an important distinction: Decree 342/2026/ND-CP replaces Decree 09/2018/ND-CP of 15 January 2018 in its entirety, but only repeals Article 36 (not the whole decree) of Decree 146/2025/ND-CP of 12 June 2025 — the framework decree on delegation and decentralization in industry and trade, in which only Article 36 touches this licensing regime. Article 44(5) of Decree 342/2026/ND-CP itself still invokes Article 36 of Decree 146/2025/ND-CP for the transitional period.
Transitional provisions (Article 44)
- Licenses issued before 18 October 2026 (business licenses, retail-outlet establishment licenses) remain valid for the activities already licensed; no re-application is required merely because authority moved to the provincial People’s Committee (Clause 1);
- Amendments to old licenses follow the new procedures (Articles 14–15 for business licenses; Articles 29–30 for retail-outlet licenses); the amended license records both previously licensed content and newly approved amendments (Clause 2);
- Address changes due to provincial administrative reorganization: the business continues operating under its issued license without amendment procedures (Clause 3) — highly topical amid the 2025–2026 provincial merger wave;
- Documents issued before 15 January 2018 (enterprise registration or investment certificates containing goods-trading or retail-outlet content but without a business/retail license): amendments follow Decree 342/2026/ND-CP (Clause 4);
- Files already received before 18 October 2026 continue under Decree 09/2018/ND-CP and Article 36 of Decree 146/2025/ND-CP; where incomplete, investors have no more than 06 months from the authority’s written request to supplement; after 06 months, the entire procedure shifts to Decree 342/2026/ND-CP (Clause 5).
Seven groups of key changes
1. Licensing authority and new national-security screening (Article 8)
The provincial People’s Committee issues business licenses (head-office location) and retail-outlet establishment licenses (outlet location) — replacing the Department of Industry and Trade. The standout addition is national-security screening in Clause 3: the licensing authority seeks opinions from the Ministry of Public Security and the Ministry of National Defense in three cases: (a) investors not from a country/territory with market-opening commitments — goods/services not yet committed (Article 9(2), 9(3)(b), 9(4)(b)); (b) foreign investors controlling an economic organization operating a large digital platform (intermediary e-commerce platform, e-commerce social network, integrated e-commerce platform); (c) reaching retail-outlet scale thresholds: 100 outlets (each under 500 m²) and/or 50 outlets (500 m² to under 3,000 m²) and/or 30 outlets (3,000 m² or more) in Vietnam, in applications for new licenses or continued outlet operation.
Practically, the Ministry of Industry and Trade and line ministries lose their pre-licensing appraisal role; the new security-review layer can lengthen timelines and reduce predictability for covered applications.
2. Activities subject to licensing and new definitions (Articles 5 and 3)
Article 5(1) keeps the nine licensable activity groups of Decree 09/2018/ND-CP, rewording point (h) as “managing and operating intermediary e-commerce platforms, e-commerce social networks, and integrated e-commerce platforms” (aligned with Article 3(3)(e)) — bringing e-commerce marketplaces, apps, and social-commerce models expressly into the licensing perimeter.
Article 3(1) introduces a new definition of “goods”: movable property within Vietnam’s commitments on export, import, wholesale and retail distribution rights under international treaties — absent from Decree 09/2018/ND-CP. Article 3(12)–(14) specifies retail-outlet formats: convenience stores under 300 m²; mini supermarkets no more than 500 m²; supermarkets over 500 m² (new format); shopping centers; plus new definitions of “sales area” and “documents on the retail-outlet location”. The combined business-license-plus-first-retail-license procedure (Article 5(4), Article 19) is carried over, with files organized around the 500 m² threshold.
3. Reduced business-license conditions (Articles 9 and 10)
Investors from countries with market-opening commitments (Clause 1): only two conditions — market access under international treaties, to be satisfied “throughout the business operation” (a new tightening phrase); and no overdue tax debts (enterprises established for one year or more). The “financial plan” is removed.
Investors without such commitments (Clause 2): only two criteria — conformity with specialized laws; and conformity with domestic enterprises’ competitiveness within 01 year before filing. “Job creation for domestic labor” and “contribution to the state budget” are removed.
Approval grounds (Article 9(5)): for the Clause 3/Clause 4 groups — conformity with industry/sector development strategies of the locality, region and nation (“planning” dropped, “locality” added); for the Clause 2 group — new factors of diplomatic relations, national security, and social order and safety.
License duration (Article 10(2)): Clause 1 cases — matching the enterprise registration certificate term (if any); Clause 2, 3, 4 cases — 05 years; re-issuance matches the remaining term.
4. Files and procedures: fewer sets, data sharing (Articles 11, 12, 14)
One file set for all cases (Article 12(1)) — Decree 09/2018/ND-CP required one, two or three sets depending on the group; four submission channels: in person at the one-stop shop, public postal service, hired service/authorization, or online via the National Public Service Portal.
The data-sharing principle (Article 11(7); Article 14(4); Article 25(6); Article 29(5); Article 36(1)(e)): investors submit copies of registration/investment certificates or tax documents only when the authority cannot retrieve them from national or specialized databases. The explanatory statement drops the “financial plan”, requiring only a 5-year business plan (Article 11(2)(b)). Tax documents must be certified no more than 06 months before filing (Article 11(3); Article 25(3)) — a new milestone.
5. Retail outlets and the Economic Needs Test — ENT (Articles 21, 22, 23, 24)
First-outlet conditions (Article 21(1)): the “financial plan” is dropped; locations must satisfy laws on land, planning, investment, construction, fire prevention, traffic safety, and environmental sanitation (replacing “in conformity with planning”).
ENT scope (Article 22(1)): ENT applies only to investors from countries/territories not party to an international treaty with ENT-abolition commitments — investors from countries with such commitments are exempt from ENT, the first domestic codification of these market-opening commitments. The ENT exclusion list adds “supermarkets”. Caveat: which treaties carry ENT-abolition commitments is a law-firm analysis (published on doanhnghiephoinhap.vn), not a list inside the decree — investors should verify the treaty applicable to their investor nationality directly.
ENT criteria (Article 22(2)): streamlined from five groups to four: (a) a 5,000 m² threshold setting the assessment level — under 5,000 m² at commune/ward level; 5,000 m² or more at province/centrally-run city level; (b) impact on market stability plus the area’s demand and the planned outlet’s ability to meet it; (c) contribution to socio-economic development (retail modernization, improving living conditions); (d) conformity with security, order and social safety; border, island and military-zone security. Dropped: market scale, outlet counts, traffic/environment/fire-prevention density, job creation, budget contribution.
ENT Council (Article 23): established by the provincial People’s Committee, which also issues its operating rules; members include a chairperson representing the People’s Committee (or authorized person), the Department of Finance (replacing the Department of Planning and Investment), the provincial police (new), and the Department of Industry and Trade.
Retail-outlet license duration (Article 24(3)) changes substantively: the shorter of the remaining investment-certificate term and the location-lease term now applies. Where a domestic enterprise receives foreign capital and becomes foreign-invested (Article 5(6); Article 36): it must file within 30 days and may continue retailing at operating outlets for up to 12 months while completing procedures.
6. Reporting: from one to two periods per year (Article 38)
Investors report before 15 January (annual period, data 1 January–31 December) and before 15 July (six-month period, data 1 January–30 June), using Form 14 — Decree 09/2018/ND-CP (Article 40) required one annual report before 31 January. The licensing authority reports to the Ministry of Industry and Trade, Ministry of Public Security, and Ministry of National Defense before 30 January and 31 July using Form 15 — previously only to the Ministry of Industry and Trade and line ministries before 28 February. New channel: via the database’s electronic environment (where conditions allow).
7. Tougher license revocation (Articles 42, 20, 37, 40, 41)
Business licenses: the six revocation cases from Decree 09/2018/ND-CP (Article 43(1)) are kept, with a new point (g): administrative sanctions up to 03 consecutive times within 12 months for violating the goods-trading activities in the license; point (e) adds a force majeure exception; point (b) details partial investment-certificate revocation leading to adjustment/cancellation of related content (Form 18).
Retail-outlet licenses: a new point (h): administrative sanctions up to 03 times within 12 months for violating license content (no such provision in Decree 09/2018/ND-CP). The revocation procedure (Clause 3) carries over, with the explanation period adjusted to 14 working days.
Suspension of operations (Articles 40–41) gets a dedicated, more detailed chapter: at most 12 months, with 10 working days’ prior notice; failure to restore conditions after 12 months leads to termination. A revoked business may not re-apply for 02 years (Articles 20, 37).
Risks and recommendations
Overall, the decree follows the policy of cutting business conditions: fewer conditions, one file set, data sharing, no “financial plan”. But businesses should not read this as wholesale deregulation: the national-security screening layer is new; reporting obligations double with expanded recipients; and the revocation trigger for repeated administrative violations (up to 03 times in 12 months) is a direct, ongoing compliance risk.
- Review all existing business and retail-outlet licenses: match licensed scope against actual operations, especially e-commerce platform/social-commerce models now in the licensing perimeter;
- Set a reporting calendar: before 15 January and before 15 July each year; keep figures consistent with tax and investment reports;
- Check security-screening thresholds: count operating and planned outlets’ number and floor areas against the 100/50/30 thresholds (Article 8(3));
- Review location documents: lease terms now directly affect retail-outlet license duration (Article 24(3));
- Build an internal administrative-violation control process with early warning at the “up to 03 times in 12 months” mark;
- For files submitted before 18 October 2026 but incomplete: note the 06-month supplementation window from the authority’s request (Article 44(5)).
A dedicated checklist for Chinese investors
Per a law-firm analysis (published on doanhnghiephoinhap.vn) — to be verified against the treaty applicable to the specific investment structure — Chinese investors fall in the group of countries without ENT-abolition commitments, so outlets beyond the first remain subject to the Economic Needs Test (ENT) under Article 22. Chinese investors should also self-assess early against the two Article 8(3) control layers: (i) planned goods/services not yet committed for market opening (Article 9(2), 9(3)(b), 9(4)(b)) — triggering consultation with the Ministry of Public Security and the Ministry of National Defense; and (ii) the 100/50/30 retail-chain thresholds — crossing them activates national-security screening. For large retail chains or foreign-controlled digital-platform models, legal files and explanation strategies should be prepared at the project-design stage.
Frequently asked questions
1. Must licenses issued under Decree 09/2018/ND-CP be re-applied for?
No. Article 44(1) keeps licenses issued before 18 October 2026 valid for already-licensed activities. Only amendments follow the new procedures (Articles 14–15 for business licenses; Articles 29–30 for retail-outlet licenses).
2. What about files submitted before 18 October 2026 but still incomplete?
Under Article 44(5), they continue under Decree 09/2018/ND-CP and Article 36 of Decree 146/2025/ND-CP. Investors have up to 06 months to supplement as requested; after 06 months, the whole procedure shifts to Decree 342/2026/ND-CP.
3. What is the scope of the repeal of Decree 146/2025/ND-CP?
Not the entire decree — Article 45(2) only repeals Article 36 of Decree 146/2025/ND-CP of 12 June 2025 (the delegation provision for this licensing activity). The rest of Decree 146/2025/ND-CP remains in force.
4. Are investors from countries with market-opening commitments still subject to ENT?
No, where the exemption applies. Article 22(1) limits ENT to investors from countries/territories not party to a treaty with ENT-abolition commitments. Determining which countries qualify requires checking the treaty for the specific investment structure — seek legal advice before concluding.
5. How many administrative sanctions trigger revocation?
Under Article 42: business licenses — sanctions up to 03 consecutive times within 12 months for violating the goods-trading activities in the license (new point (g)); retail-outlet licenses — sanctions up to 03 times within 12 months for violating license content (new point (h)). A revoked business may not re-apply for 02 years (Articles 20, 37).
Sources
- Decree 342/2026/ND-CP of 3 September 2026 (effective 18 October 2026; Official Gazette No. 512) — the instrument analyzed;
- Decree 09/2018/ND-CP of 15 January 2018 (replaced in full);
- Decree 146/2025/ND-CP of 12 June 2025 on delegation and decentralization in industry and trade (Article 36 repealed);
- The Commercial Law 2005 and the Law on Foreign Trade Management 2017 (parent laws detailed by the decree);
- An Giang Department of Industry and Trade — official notice on the decree’s effectiveness, replacement and repeal;
- Hai Phong Department of Industry and Trade; hanghoathuonghieu.vn; doanhnghiephoinhap.vn; yuezhitong.com — cross-checks on transitional rules and licensing authority;
- Law-firm CNC analysis (published on doanhnghiephoinhap.vn) — reference on ENT-exempt/subject country groups; verify against the treaty for the specific investment structure.
Need further advice?
Decree 342/2026/ND-CP is in force and is reshaping the commercial licensing framework for FDI enterprises. If your business operates or plans to expand goods trading, wholesale/retail distribution, or retail-outlet chains in Vietnam, the FLAT Law Firm team can help review existing licenses, assess security-screening thresholds, prepare ENT files, and build your periodic reporting calendar. Contact us for advice tailored to your investment structure.
Transparency notice: The legal content of this article has undergone quality review by the FLAT Law Firm AI Legal Council under its internal process; the article has not been reviewed by a human lawyer and has been reviewed by the QA Council and released under the firm’s procedures.
