Issued 3 September 2026 · Effective 18 October 2026
Detailing the Commercial Law and the Law on Foreign Trade Management on goods trading by foreign investors and foreign-invested enterprises (FIEs).
Existing licences: FIEs holding Business Licenses and Retail Outlet Licenses issued before 18 October 2026 may continue the licensed activities under their existing licences.
For retail distribution and the other listed activities.
Required for each retail outlet.
Applies to certain additional outlets.
It now issues, amends and revokes the Business License and the Retail Outlet License.
Before: provincial Department of Industry and Trade, in many cases with prior approval of the Ministry of Industry and Trade.
The licensing authority must seek the opinions of the Ministry of Public Security and the Ministry of National Defence where:
FIEs with wholesale or retail distribution rights may sell goods produced or processed in Vietnam and goods lawfully imported into Vietnam.
Outlet location must meet land, planning, investment, construction, fire safety, traffic safety and environmental hygiene requirements.
Before: consistent with the relevant planning.
"Selling area" = area for display, storage and retail sale of goods and activities directly supporting retail. ENT exemptions and other licensing requirements depend on outlet type and size.
A target that receives capital contributions and becomes an FIE (or an organisation under the Investment Law) may keep retailing at its operating outlets until new licences are issued, for up to 12 months from the M&A approval. Applications for Retail Outlet Licenses to continue operating must be filed within 30 days of the M&A approval.
Treaty investors: follows the ERC term, if any.
5-year term: only for non-treaty investors and services or goods not yet committed.
Applies only to investors from countries/territories without a treaty with Vietnam committing to remove ENT, for outlets other than the first. Investors whose treaties remove ENT are expressly exempt.
Assessed at commune/ward level for outlets below 5,000 m² and at provincial level for outlets of 5,000 m² or more.
Before: "the scale of the geographic market affected" by the proposed outlet.
Report on goods trading activities before 15 January (previous year) and before 15 July (first 6 months of the year).
Before: one annual report due by 31 January.
An FIE no longer maintaining licence conditions and criteria must suspend by decision of the competent authority. It has 12 months from the effective date of the notice to remedy; otherwise the activities and/or outlet are terminated.
Business License: sanctioned 3 consecutive times within 12 months for violating the licensed trading activities.
Retail Outlet License: sanctioned 3 times within 12 months for violating its content.
| Topic | Decree 09/2018 | Decree 342/2026 |
|---|---|---|
| Licensing authority | Provincial Department of Industry and Trade; in many cases prior approval of the Ministry of Industry and Trade | Provincial People's Committee |
| Goods that may be sold | Goods produced in Vietnam and lawfully imported goods | Goods produced or processed in Vietnam and goods lawfully imported into Vietnam |
| Outlet definitions | Not stated in article (supermarket is "now defined for the first time") | By selling area: convenience store <300 m²; mini supermarket ≤500 m²; supermarket >500 m² |
| ENT scope | In principle every outlet other than the first; treaty investors relied on the general treaty-priority rule | Only investors without a treaty commitment to remove ENT, for outlets other than the first |
| Geographic market | "The scale of the geographic market affected" | Commune/ward level (<5,000 m²); provincial level (≥5,000 m²) |
| Location condition | Consistent with the relevant planning | Land, planning, investment, construction, fire safety, traffic safety and environmental hygiene requirements |
| Reporting | One annual report due by 31 January | Before 15 January and before 15 July |
| Revocation grounds | Not stated in article | New ground added: 3 sanctions within 12 months (consecutive for the Business License) |