In brief
On 3 September 2026, the Government issued Decree No. 342/2026/ND-CP ("Decree 342"), providing detailed guidance on the implementation of the Law on Commerce and the Law on Foreign Trade Management with respect to the purchase and sale of goods and related commercial activities conducted by foreign investors and foreign-invested enterprises (FIEs) in Vietnam.
Our Vietnam Consumer Goods & Retail Industry Group highlights below the key developments introduced under Decree 342.
Key takeaways
Decree 342 introduces several investor-friendly reforms to the licensing framework for trading and distribution activities by FIEs in Vietnam. However, investors operating large-scale retail networks, certain digital commerce platforms, or businesses in service sectors where Vietnam has not made market access commitments should anticipate an additional security review as part of the licensing process.
Decree 342 will take effect on 18 October 2026 and is expected to have a significant impact on retailers, convenience store chains, supermarkets, and other FIEs engaged in distribution activities in Vietnam.
In more detail
I. Key changes relating to Business Licenses
- Streamlined administrative documentation: Applicants are no longer required to resubmit information that licensing authorities can verify independently.
- Enhanced decentralization: Provincial authorities may issue, amend, reissue, extend, or revoke relevant licenses under Decree 342 without first seeking approval or consultation from the Ministry of Industry and Trade (MOIT).
II. Key changes relating to retail outlet establishment
- Removal of mandatory MOIT consultation: Decree 342 removes the mandatory MOIT consultation requirement for retail outlet licensing applications, which is expected to make procedures more streamlined, efficient, and predictable.
- Economic Needs Test exemptions: Decree 342 retains the existing ENT exemption for qualifying retail outlets and formally recognizes additional ENT exemptions for investors from countries or territories that are parties to treaties with Vietnam providing for the elimination of ENT requirements, including the CPTPP, EVFTA, and UKVFTA, subject to the applicable implementation roadmap.
This development should make it easier for eligible FIEs to expand their retail networks in Vietnam by reducing regulatory barriers for additional retail outlets. Practical application remains uncertain, including how licensing authorities will consider ownership structure, ultimate beneficial ownership, and reliance on treaty commitments.
III. Other changes
- New security-related consultation requirement: Decree 342 introduces a security review mechanism requiring consultation with the Ministry of Public Security (MPS) and the Ministry of National Defence (MND) in certain cases, including certain non-treaty investors, uncovered services, large-scale digital commerce platforms, and extensive retail networks.
- Transition rules for companies under M&A activities: If a domestic retailing company receives foreign investment or capital contribution and becomes an FIE, it must apply for the relevant Business License and/or Retail Outlet License. Existing retail stores may continue operating during the licensing process for up to 12 months from the date of official M&A approval.
- New semi-annual reporting obligation: Covered FIEs will now be required to submit reports on a semi-annual basis instead of annually.
FIEs engaging in trading, distribution, e-commerce, retail network expansion, or M&A involving domestic retailers should review whether Decree 342 affects their licensing, ENT, security consultation, and reporting obligations.
For further information, please contact our Vietnam Consumer Goods & Retail Industry Group.
Manh Hung Tran, Managing Partner, Lan Phuong Nguyen, Partner, Tuan Linh Nguyen, Senior Manager, Corporate Affairs & Government Enforcement Practice, and Hang Tran, Senior Analyst, have co-authored this legal update.
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