Nguyen Danh Cong – Partner
Nguyen Thi My Linh – Associate
Nguyen Phuong Ngan – Paralegal
On 03 September 2026, the Government issued Decree No. 342/2026/ND-CP (the “Decree 342”), detailing the Law on Commerce and the Law on Foreign Trade Management regarding goods trading activities and activities directly related to the purchase and sale of goods by foreign investors (the “Foreign Investors”) and foreign-invested economic organizations in Vietnam (“FIC”). Decree 342 will take effect on 18 October 2026 and replace Decree No. 09/2018/ND-CP (the “Decree 09”).
Compared with Decree 09, Decree 342 introduces several notable changes concerning the scope of activities, conditions for issuance of a BL (“BL”), licensing authority, and the regulatory framework applicable to retail outlets of the FIC.
1. Clarification of the scope of goods trading activities and activities directly related to the purchase and sale of goods
Decree 342 clearly distinguishes two groups of activities: (i) goods trading activities, comprising the export right, import right and distribution right; and (ii) activities directly related to the purchase and sale of goods. Compared with Decree 09, the regulations on the export right and import right remain largely unchanged. Certain notable changes concerning the scope and classification of activities under these two groups are summarized below:
| No. | Content | Decree 09 | Decree 342 | Changes and practical implications |
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1. |
Scope of “goods” | No specific definition of “goods”. | Introduces a definition of “goods” as movable property falling within the scope of Vietnam’s commitments on the export right, import right, wholesale distribution right and retail distribution right under international treaties to which Vietnam is a member. | Clarifies the scope of goods governed by Decree 342 by reference to Vietnam’s international commitments on the export right, import right and distribution right. |
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2. |
Agency sale of goods | Distribution activities include agency sale of goods. At the same time, commercial intermediary services are also classified as activities directly related to the purchase and sale of goods. | Clarifies that wholesale agency and retail agency activities fall within wholesale and retail activities, respectively, while excluding such activities from the scope of commercial intermediary services. | Clarifies the treatment of wholesale and retail agency activities under Decree 342. For the purposes of this Decree, wholesale and retail agency activities are treated as distribution activities, rather than commercial intermediary services. This distinction helps FIC determine the applicable trading rights and licensing requirements. |
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Commercial franchising | Distribution activities include commercial franchising. | Distribution activities only include commercial franchising in the distribution sector. | Clarifies the scope of commercial franchising treated as a distribution activity under Decree 342. Under Article 284 of the Law on Commerce 2005, the franchisee itself conducts the purchase and sale of goods or provision of services in accordance with the statutory conditions. Accordingly, the addition of the phrase “in the distribution sector” clarifies that only commercial franchising in the distribution sector falls within the scope of “distribution” under this Decree. |
2. Changes to the BL requirements and conditions for issuance
Decree 342 continues to require a BL for the activities specified in Article 5, while clarifying the cases where a BL is not required and the applicable licensing conditions. Notably, certain conditions and criteria under Decree 09, including the financial plan, ability to create jobs, and ability and level of contribution to the State budget, had already been removed from 29 April 2026 under Resolution No. 19/2026/NQ-CP and are continued under Decree 342.
| No. | Contents | Decree 09 | Decree 342 | Changes and practical implications |
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1. |
Cases where a BL is not required | Except for activities requiring a BL, FIC may conduct goods trading activities and activities directly related to the purchase and sale of goods after registering such activities in accordance with the Law on Investment and the Law on Enterprises. | Article 6 provides that FIC and economic organizations falling under Clause 1, Article 20 of the Law on Investment may conduct goods trading activities, including the export right, import right and distribution right, after completing the relevant registration procedures. | For activities directly related to the purchase and sale of goods, FIC is no longer generally covered by the mechanism under Article 6. Accordingly, each activity must be assessed against Article 5 of Decree 342 and other relevant laws to determine whether a BL is required. |
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Conditions applicable to investors from countries/territories with market access commitments | (i) Compliance with the applicable market access conditions; (ii) having a financial plan for carrying out the activities for which the BL is sought; and (iii) having no overdue tax liabilities if the economic organization has been established in Vietnam for one year or more. | (i) Compliance with the applicable market access conditions; and (ii) having no overdue tax liabilities if the economic organization has been established in Vietnam for one year or more as of the date of dossier submission. | Removes the requirement for a financial plan. This requirement had already been removed from 29 April 2026 under Resolution No. 19/2026/NQ-CP and the removal is continued under Decree 342. |
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Conditions applicable to investors from countries or territories that are not parties to an international treaty to which Vietnam is a member | In addition to the conditions regarding the financial plan and tax obligations, the application must satisfy criteria relating to sector-specific laws, the level of competition, the ability to create jobs for domestic workers, and the ability and level of contribution to the State budget. | Sector-specific laws and the level of competition continue to be considered, while the criteria regarding the ability to create jobs and the ability and level of contribution to the State budget are no longer applicable. | Removes the criteria regarding the ability to create jobs for domestic workers and the ability and level of contribution to the State budget. These criteria had already been removed from 29 April 2026 under Resolution No. 19/2026/NQ-CP and the removal is continued under Decree 342. |
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Criterion on the level of competition | Requires consideration of the level of competition of domestic enterprises operating in the same sector, but does not specify the assessment period. | Retains this criterion but specifies that the level of competition of domestic enterprises operating in the same sector is assessed during the one-year period up to the dossier submission date. | Introduces a specific one-year assessment period for the competition criterion, thereby clarifying the relevant period for information and data to be considered when applying this criterion. |
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Grounds for considering the issuance of a BL where there are no applicable market access commitments | The application is considered based on planning, sector development strategies, the progress and need for market opening, Vietnam’s cooperation strategy with foreign partners and, where applicable, factors relating to diplomatic relations, national security, public order and social safety. | The assessment is based on the consistency with local, regional and national sector and industry development strategies and Vietnam’s progress in negotiations and market opening. For investors falling under Clause 2, Article 9, diplomatic relations, national security, public order and social safety are also taken into consideration. | The grounds relating to the need for market opening and Vietnam’s cooperation strategy with foreign partners had already been removed from 29 April 2026 under Resolution No. 19/2026/NQ-CP. Decree 342 continues to reflect these reductions and no longer includes “planning” as a ground for considering the issuance of a BL. |
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6. |
Consultation on national security matters | National security is one of the grounds considered for the issuance of a BL in certain cases, but there is no mandatory procedure requiring consultation with the Ministry of Public Security and the Ministry of National Defence. | The licensing authority must consult the Ministry of Public Security and the Ministry of National Defence in: (i) the cases specified in Clause 2, Point b Clause 3 and Point b Clause 4, Article 9; and (ii) cases where a foreign investor controlling an FIC operates an intermediary e-commerce platform, a social network conducting e-commerce activities or an integrated e-commerce platform that qualifies as a large digital platform. | Introduces a mandatory consultation procedure with the Ministry of Public Security and the Ministry of National Defence on national security matters. The two Ministries have 14 working days to respond; if either Ministry does not approve, the Licensing Authority will refuse to issue the BL. |
3. Provincial-Level People’s Committees become the authorities for issuing Licenses
Under Decree 09, the Department of Industry and Trade (“DOIT”) where the FIC has its head office is responsible for issuing, re-issuing, amending and revoking the BL; the DOIT where the retail outlet is located performs the corresponding procedures for the Retail Outlet Establishment License.
From 01 July 2025, Decree No. 146/2025/ND-CP decentralized to the provincial-level People’s Committees the review and approval functions previously exercised by the Ministry of Industry and Trade and the relevant sectoral ministries in the process of issuing BL and Retail Outlet Establishment License. However, the DOIT remained the Licensing Authority under Decree 09.
Decree 342 further strengthens decentralization by designating the provincial-level People’s Committee directly as the Licensing Authority. Accordingly, the provincial-level People’s Committee where the FIC has its head office is responsible for issuing, re-issuing, amending and revoking the BL, while the provincial-level People’s Committee where the retail outlet is located is responsible for issuing, re-issuing, amending, extending and revoking the Retail Outlet Establishment License.
In practice, a provincial-level People’s Committee may further decentralize or authorize the DOIT to perform certain functions within its authority in accordance with applicable laws and local regulations. Therefore, after Decree 342 takes effect, the enterprises should review the relevant local decentralization and authorization regulations to identify the authority directly responsible for receiving and processing their applications.
4. Changes to the Conditions for establishing retail outlets and the Economic Needs Test (ENT)
Decree 342 further simplifies certain conditions for establishing retail outlets, while updating the scope of application of the ENT in line with Vietnam’s international commitments and providing more specific ENT criteria.
| No. | Content | Decree 09 | Decree 342 | Changes and practical implications |
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1. |
Conditions for establishing a retail outlet | Requires a financial plan, no overdue tax liabilities, and a location consistent with the relevant planning applicable to the geographical market area. The financial plan requirement had already been removed from 29 April 2026 under Resolution No. 19/2026/NQ-CP. | Requires no overdue tax liabilities where the FIEO has been established in Vietnam for one year or more as of the dossier submission date. The retail outlet location must comply with applicable laws on land administration, planning, investment, construction, fire prevention and fighting, traffic safety, and environmental sanitation. | Continues to reflect the removal of the financial plan requirement under Resolution No. 19/2026/NQ-CP.
In addition, Decree 342 replaces the general requirement that the location be “consistent with the relevant planning” with specific compliance requirements under the relevant sector-specific laws. This provides greater clarity on the legal requirements applicable to the retail outlet location, although the practical assessment may still depend on the coordination and verification process of the competent authorities. |
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Cases where the ENT is required | A retail outlet established after the first retail outlet is exempt from the ENT if it satisfies the applicable conditions, including: (i) having an area of less than 500 m²; (ii) being established in a shopping mall; and (iii) not being a convenience store or mini-supermarket. | The ENT applies only where the foreign investor is from a country or territory that is not a party to an international treaty to which Vietnam is a member that provides for the elimination of the ENT, when establishing a retail outlet after the first retail outlet, subject to the same ENT exemption as under Decree 09. | Updates the scope of application of the ENT in line with Vietnam’s international commitments. This change reflects commitments to eliminate the ENT under FTAs that became effective after Decree 09 was issued, including the CPTPP and EVFTA. |
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Geographical market area for conducting the ENT | Requires consideration of the “affected geographical market area” but does not specify the administrative level at which such geographical area should be determined. | For a retail outlet with an area of less than 5,000 m²: the assessment is conducted at the commune/ward or equivalent level;
For a retail outlet with an area of 5,000 m² or more: the assessment is conducted at the provincial/centrally governed city level. |
Introduces a specific geographical scope for conducting the ENT based on the size of the retail outlet, thereby clarifying the relevant market area to be considered in assessing the application. |
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4. |
ENT criteria | Considers the size and number of retail outlets in the relevant area; impacts on the market, traditional markets, traffic, environment and fire prevention and fighting; and the ability to contribute to socio-economic development. The criterion on the number of retail outlets had already been removed from 29 April 2026 under Resolution No. 19/2026/NQ-CP. | Focuses on assessing: (i) the impact on the stability of the market, retail outlets and traditional markets; (ii) demand in the relevant market area and the ability of the proposed retail outlet to meet such demand; (iii) the ability to contribute to socio-economic development; and (iv) compliance with requirements on security, public order, social safety, border and island security, and military zones. | Traffic, environmental and fire prevention and fighting requirements are no longer standalone ENT criteria but are instead addressed as conditions applicable to the retail outlet location under Article 21 of Decree 342. Decree 342 also adds consideration of market demand, the ability of the proposed retail outlet to meet such demand, and security and public order requirements. |
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Consultation on national security matters for large retail systems | Does not provide for a mandatory consultation procedure with the Ministry of Public Security and the Ministry of National Defence based on the number or scale of retail outlets in the retail system. | The Licensing Authority must consult the Ministry of Public Security and the Ministry of National Defence where a foreign investor (i) applies for a license allowing its existing retail outlet system to continue operating; or (ii) applies for a license for a new retail outlet while already owning or participating in the ownership of a retail outlet system, in the cases meeting the thresholds specified at Point c, Clause 3, Article 8. | Introduces an additional national security review mechanism for foreign investors with large-scale retail systems. If either Ministry does not approve, the Retail Outlet Establishment License will not be issued. |
5. Further simplification of licensing dossiers and procedures
Decree 342 further implements the policy on reducing and simplifying administrative procedures under Resolution No. 19/2026/NQ-CP. Notable changes include:
- Reduction in the number of dossier sets required: Decree 342 standardizes the requirement to submit 01 dossier set for applications for a BL and a Retail Outlet Establishment License. Previously, Decree 09 required 01 to 03 dossier sets for BL applications and 02 dossier sets for applications for a new Retail Outlet Establishment License.
- Limitation on requiring businesses to resubmit information already available in databases: For certain documents, such as the Enterprise Registration Certificate, Investment Registration Certificate, documents evidencing the status of tax obligations, and licenses already issued, an FIC is only required to submit them where the Licensing Authority is unable to access or fully retrieve the relevant information from national databases or sector-specific databases.
These changes reduce the volume of documents businesses are required to prepare and promote greater use of information already available to State authorities during the licensing process.
6. Transitional provisions for existing licenses and pending applications
Decree 342 provides transitional arrangements to ensure the continuity of licensed activities and the handling of applications pending as of the effective date of the Decree. Notable provisions include:
- Existing licenses: FIC and economic organizations falling under Clause 1, Article 20 of the Law on Investment that were granted a BL or Retail Outlet Establishment License before 18 October 2026 may continue to conduct the activities covered by such licenses. Where a change arises that requires an amendment, the amendment procedure must be carried out in accordance with Decree 342.
- Address changes due to administrative restructuring: Where the address of the head office or retail outlet changes as a result of the restructuring of provincial-level administrative units, the FIEO may continue operating under the existing license without having to carry out a license amendment procedure.
- Applications received before 18 October 2026: Such applications will continue to be processed in accordance with Decree 09 and Article 36 of Decree No. 146/2025/ND-CP. Where an application is incomplete or invalid, the applicant must provide the required explanation and supplementary documents within a maximum period of six (06) months from the date on which the Licensing Authority issues its request. After this period, the application will be processed in accordance with Decree 342.
Our Recommendations
To prepare for the application of Decree 342 from 18 October 2026, we recommend that Foreign Investor and FIC review their circumstances and take appropriate action as follows:
- For FIC currently conducting or planning to conduct goods trading activities and activities directly related to the purchase and sale of goods
Review the scope of existing and proposed business activities to determine the appropriate classification, applicable market access conditions and BL requirements under Decree 342, particularly for agency sale of goods, commercial franchising and other activities directly related to the purchase and sale of goods.
- For FIC currently operating or planning to establish retail outlets
Review the applicable location requirements, whether an ENT is required and the relevant ENT criteria under Decree 342. FIC should also determine whether their applications are subject to consultation with the Ministry of Public Security and the Ministry of National Defence on national security matters in order to take the potential additional processing time into account.
- For licensing applications received before 18 October 2026
Review the current status of the application and any requests for explanation or supplementation issued by the Licensing Authority to determine the applicable transitional provisions and ensure that the required documents are completed within the prescribed timeline so that the application may continue to be processed under the transitional mechanism.
- For licensing procedures carried out from 18 October 2026
Monitor the decentralization and authorization regulations applicable in each locality to identify the authority directly responsible for receiving and processing the application. Although Decree 342 designates the provincial-level People’s Committee as the Licensing Authority, the relevant functions may in practice be further decentralized or authorized to a specialized authority, such as the Department of Industry and Trade, in accordance with local regulations.
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