Key Changes in Decree No. 342/2026/ND-CP on Goods Trading Activities and Activities Directly Related to the Trading of Goods by Foreign Investors in Vietnam

I. ISSUANCE CONTEXT AND EFFECTIVE DATE OF DECREE NO. 342/2026/ND-CP

On 03 September 2026, the Government issued Decree No. 342/2026/ND-CP detailing the Law on Commerce and the Law on Foreign Trade Management with respect to goods trading activities and activities directly related to the trading of goods by foreign investors and foreign-invested economic organizations in Vietnam. This instrument was formulated to improve the state management framework, reform administrative procedures, and strengthen national security control mechanisms for commercial activities involving foreign elements.

Pursuant to Clause 1, Article 45 of Decree No. 342/2026/ND-CP, this Decree takes full effect from 18 October 2026. At the same time, under Clause 2, Article 45 of Decree No. 342/2026/ND-CP, Decree No. 342/2026/ND-CP will replace in full Decree No. 09/2018/ND-CP dated 15 January 2018 of the Government, and will also officially repeal Article 36 of Decree No. 146/2025/ND-CP dated 12 June 2025 of the Government on delegation of authority and decentralization in the industrial and commercial sectors.

The issuance of Decree No. 342/2026/ND-CP marks an important shift in the policy governing commercial activities of foreign investors in Vietnam. The Decree both focuses on eliminating unnecessary administrative barriers for enterprises to the greatest extent and clearly defines the responsibilities of state management agencies at both the local and central levels.

II. KEY INNOVATIONS IN THE PROVISIONS OF DECREE NO. 342/2026/ND-CP

1. Allocation of authority to issue Business Licenses and Licenses for Establishment of Retail Outlets to provincial-level People’s Committees

Legal basis: Pursuant to Clauses 1 and 2, Article 8 of Decree No. 342/2026/ND-CP.

Whereas previously, under Clauses 1 and 2, Article 8 of Decree No. 09/2018/ND-CP, the direct authority to issue, reissue, amend, and revoke Business Licenses as well as Licenses for Establishment of Retail Outlets rested with the Department of Industry and Trade, Decree No. 342/2026/ND-CP has transferred this authority in full to the provincial-level People’s Committee. Specifically:

Authority to issue a Business License: The provincial-level People’s Committee where the foreign-invested economic organization is headquartered shall issue, reissue, amend, and revoke the Business License in accordance with Clause 1, Article 8 of Decree No. 342/2026/ND-CP.

Authority to issue a License for Establishment of Retail Outlets: The provincial-level People’s Committee where the foreign-invested economic organization establishes the retail outlet shall issue, reissue, amend, extend, and revoke the License for Establishment of Retail Outlets in accordance with Clause 2, Article 8 of Decree No. 342/2026/ND-CP.

This new provision reflects the consistency of, and places emphasis on, the comprehensive management responsibility of the provincial-level People’s Committee over foreign investors’ activities within its jurisdiction. In practice, the provincial-level People’s Committee may authorize the Department of Industry and Trade to act as the focal point for receiving and examining dossiers and submitting them to the provincial-level People’s Committee for consideration and decision on the issuance of licenses.

2. Change in the expert consultation mechanism: Removal of the requirement to consult the Ministry of Industry and Trade, and establishment of a national security screening mechanism involving the Ministry of Public Security and the Ministry of National Defence

Legal basis: Pursuant to Clause 3, Article 8; Clauses 4 and 5, Article 12; Clauses 4 and 5, Article 26; and Clauses 3, 4 and 6, Article 27 of Decree No. 342/2026/ND-CP.

One of the most fundamental changes in Decree No. 342/2026/ND-CP is the complete removal of the requirement for the licensing authority to obtain written approval opinions from the Ministry of Industry and Trade or sectoral line ministries before licensing. Instead, the management process shifts to a focused national security screening mechanism with the direct participation of the Ministry of Public Security and the Ministry of National Defence.

Pursuant to Clause 4, Article 12, Clause 4, Article 26, and Clause 3, Article 27 of Decree No. 342/2026/ND-CP, the time limit for the Ministry of Public Security and the Ministry of National Defence to issue a written response is 14 working days from receipt of a complete dossier. Under Clause 5, Article 12, Clause 5, Article 26, and Clause 6, Article 27 of Decree No. 342/2026/ND-CP, where both Ministries provide written approval, the licensing authority shall proceed with issuance; if only one of the two Ministries provides a written refusal, the licensing authority is required to issue a written rejection and clearly state the reasons.

3. Specific cases subject to national security consultation

Legal basis: Pursuant to Clause 3, Article 8 (referring to Clause 2, Point b Clause 3 and Point b Clause 4, Article 9) of Decree No. 342/2026/ND-CP.

Decree No. 342/2026/ND-CP narrowly defines three special categories of cases in which the licensing authority must submit the dossier for opinions from the Ministry of Public Security and the Ministry of National Defence, namely:

Investors from outside treaty coverage: Foreign investors from countries or territories that are not parties to treaties to which the Socialist Republic of Vietnam is a party, applying to engage in goods trading, service business, or distribution of goods for which market opening commitments have not yet been made, as provided in Clause 2, Point b Clause 3 and Point b Clause 4, Article 9 of Decree No. 342/2026/ND-CP.

Investors controlling large digital platforms: Foreign investors controlling an economic organization that operates an intermediary e-commerce platform, an e-commerce social network, or an integrated e-commerce platform classified as a large digital platform under the law on consumer protection and e-commerce, as provided in Point b Clause 3, Article 8 of Decree No. 342/2026/ND-CP.

Expansion of a large retail chain: An economic organization applying for a License for Establishment of Retail Outlets to continue operations or establish new retail outlets while owning or co-owning 100 or more retail outlets with an area of under 500 m², or 50 or more retail outlets with an area from 500 m² to under 3,000 m², or 30 or more retail outlets with an area of 3,000 m² or more in Vietnam, as provided in Point c Clause 3, Article 8 of Decree No. 342/2026/ND-CP.

For ordinary cases of issuance of a License for Establishment of Retail Outlets falling outside the above scale thresholds, the licensing authority shall consider and resolve the matter independently at the local level without submitting the dossier for consultation to the Ministry of Public Security and the Ministry of National Defence.

4. Simplification of administrative dossier components through the use of national and sector-specific databases

Legal basis: Pursuant to Clause 7, Article 11; Clause 4, Article 14; Clause 3, Article 17; Clause 6, Article 25; Clause 5, Article 29; Clause 3, Article 34; and Point e Clause 1, Article 36 of Decree No. 342/2026/ND-CP.

In order to promote digital transformation and reduce compliance costs for enterprises, Decree No. 342/2026/ND-CP establishes a consistent principle applicable across all procedures for issuance, amendment, and reissuance of Business Licenses and Licenses for Establishment of Retail Outlets. Accordingly, a foreign-invested economic organization is required to submit only documents such as tax authority confirmation of no overdue tax debt, a copy of the Enterprise Registration Certificate, a copy of the Investment Registration Certificate, or a License for Establishment of Retail Outlets only where the licensing authority does not have adequate conditions to access and exploit the relevant documents and data in national databases and sector-specific databases.

5. Reduction of requirements for explaining the financial plan when applying for a Business License

Legal basis: Pursuant to Clause 1, Article 9 and Clause 2, Article 11 of Decree No. 342/2026/ND-CP.

Compared with Articles 9 and 12 of Decree No. 09/2018/ND-CP, which previously required enterprises to prepare a detailed financial plan explanation together with documents proving financial capacity (such as audited financial statements or financial guarantee commitments from the parent company or a financial institution), Decree No. 342/2026/ND-CP has officially removed all financial plan requirements for Business License applications. Enterprises now need only satisfy the market access conditions and the condition of having no overdue tax debt, as confirmed by the tax authority within a period not exceeding 06 months up to the date of submission of the dossier.

6. Requirement to maintain market access conditions throughout the business operation period

Legal basis: Pursuant to Point a Clause 1, Article 9; Point c Clause 1, Article 40; and Point d Clause 1, Article 41 of Decree No. 342/2026/ND-CP.

Decree No. 342/2026/ND-CP tightens post-inspection obligations by expressly requiring foreign investors to ensure that they continue to satisfy the market access conditions under the treaty to which the Socialist Republic of Vietnam and the relevant country or territory are parties throughout their business operations in Vietnam. Where an economic organization fails to maintain compliance with these conditions, the licensing authority is empowered to issue a notice requiring suspension of business activities in accordance with Point c Clause 1, Article 40 of Decree No. 342/2026/ND-CP. If the enterprise still fails to remedy the violation within 12 months from the date of suspension, termination of operations will be considered in accordance with Point d Clause 1, Article 41 of Decree No. 342/2026/ND-CP.

7. Adjustment of the term of the Business License to align with the term of the Enterprise Registration Certificate

Legal basis: Pursuant to Clause 2, Article 10 of Decree No. 342/2026/ND-CP.

The provisions on the term of the Business License have been amended in a manner that maximizes convenience for investors:

For cases covered by market opening commitments: For foreign investors from countries or territories that are parties to a treaty to which the Socialist Republic of Vietnam is also a party and for which market access commitments exist (as provided in Clause 1, Article 9 of Decree No. 342/2026/ND-CP), the term of the Business License shall correspond to the term of the Enterprise Registration Certificate pursuant to Point a Clause 2, Article 10 of Decree No. 342/2026/ND-CP, rather than being subject to a fixed term as before.

For cases without commitments or involving special goods: For cases where the investor is not from a treaty country or territory, or where services or goods have not yet been committed for market opening (as provided in Clauses 2, 3 and 4, Article 9 of Decree No. 342/2026/ND-CP), the term of the Business License shall be 05 years pursuant to Point b Clause 2, Article 10 of Decree No. 342/2026/ND-CP.

8. Addition of mandatory contents to be recorded on the Business License

Legal basis: Pursuant to Clause 1, Article 10 of Decree No. 342/2026/ND-CP.

The business license form promulgated together with Decree No. 342/2026/ND-CP (Form No. 12 in the Appendix) requires the recording of additional detailed information compared with the former regulation under Article 11 of Decree No. 09/2018/ND-CP. Specifically, the content of the business license must clearly state the nationality and place of establishment registration of the owner, capital-contributing members, and founding shareholders in accordance with Point (b) Clause 1 Article 10, while separately specifying the list of goods traded and the activities directly related to the purchase and sale of goods in accordance with Point (c) and Point (d) Clause 1 Article 10 of Decree No. 342/2026/ND-CP.

9. Classification of goods agency activities within the scope of distribution rights

Legal basis: Pursuant to Point (d) Clauses 3, 6, 8 and 9 Article 3 of Decree No. 342/2026/ND-CP.

Decree No. 342/2026/ND-CP has restructured and clarified the legal concept of agency activities. Under Point (d) Clause 3 Article 3, commercial intermediation services are expressly defined as excluding wholesale agency and retail agency of goods. At the same time, pursuant to Clauses 6, 8 and 9 Article 3 of Decree No. 342/2026/ND-CP, wholesale agency and retail agency of goods are classified under the distribution rights category (wholesale distribution rights and retail distribution rights). Accordingly, when registering to carry out wholesale agency or retail agency activities, a foreign-invested economic organization must follow the licensing procedures applicable to the corresponding distribution rights category.

10. Simplification of criteria and narrowing of the economic needs test scope for the establishment of retail outlets

Legal basis: Pursuant to Clauses 1 and 2 Article 22 of Decree No. 342/2026/ND-CP.

Decree No. 342/2026/ND-CP narrows the assessment scope and reduces the appraisal burden when carrying out the Economic Needs Test procedure:

Classification of the geographic market area by size: Under Point (a) Clause 2 Article 22 of Decree No. 342/2026/ND-CP, for retail outlets with a sales area of less than 5,000 m², the affected geographic market area may only be assessed at the commune/ward level or equivalent. Only retail outlets with a sales area of 5,000 m² or more are assessed at the provincial/city level under central authority.

Simplification of assessment criteria groups: The Economic Needs Test criteria are reduced to 04 main groups of criteria specified at Points (a), (b), (c) and (d) Clause 2 Article 22 of Decree No. 342/2026/ND-CP, focusing on market scale, impact on market stability, ability to contribute to socio-economic development, and assurance of security, order, and social safety in the locality where the retail outlet is located.

11. Increased frequency and standardized cut-off dates for periodic reporting figures

Legal basis: Pursuant to Point (a) Clause 1 and Clause 3 Article 38 of Decree No. 342/2026/ND-CP.

The periodic reporting regime applicable to foreign-invested economic organizations is adjusted to increase the frequency from once per year to twice per year:

Reporting deadline: Under Point (a) Clause 1 Article 38 of Decree No. 342/2026/ND-CP, enterprises are responsible for submitting periodic reports before January 15 (for the annual reporting period) and before July 15 (for the first 06-month reporting period) in accordance with Form No. 14 in the Appendix issued together with Decree No. 342/2026/ND-CP.

Reporting cut-off period: Pursuant to Clause 3 Article 38 of Decree No. 342/2026/ND-CP, the cut-off period for the annual report runs from January 01 to the end of December 31 of the reporting year; the cut-off period for the first 06-month report runs from January 01 to the end of June 30 of the reporting period.

12. Additional grounds for revocation of the business license and the license for establishment of a retail outlet due to repeated administrative violations

Legal basis: Pursuant to Point (g) Clause 1 and Point (h) Clause 2 Article 42 of Decree No. 342/2026/ND-CP.

Decree No. 342/2026/ND-CP supplements stricter provisions on license revocation sanctions for enterprises that repeatedly commit administrative law violations during operation:

Grounds for revocation of the business license: The business license shall be revoked if the economic organization is subject to administrative sanctions up to 03 consecutive times within 12 months for violations of the business contents concerning the purchase and sale of goods and activities directly related to the purchase and sale of goods specified in the business license, in accordance with Point (g) Clause 1 Article 42 of Decree No. 342/2026/ND-CP.

Grounds for revocation of the license for establishment of a retail outlet: The license for establishment of a retail outlet shall be revoked if the economic organization is subject to administrative sanctions up to 03 times within 12 months for violations of the contents stated in the license for establishment of a retail outlet, in accordance with Point (h) Clause 2 Article 42 of Decree No. 342/2026/ND-CP.

III. TRANSITIONAL PROVISIONS AND COMPLIANCE RECOMMENDATIONS FOR ENTERPRISES

1. Transitional provisions for issued licenses and applications currently under processing

Legal basis: Pursuant to Article 44 of Decree No. 342/2026/ND-CP.

To ensure continuity and stability in investment and business operations, Article 44 of Decree No. 342/2026/ND-CP sets out the following transitional principles in detail:

Preservation of the validity of issued licenses: Foreign-invested economic organizations that were granted a business license or a license for establishment of a retail outlet before October 18, 2026 may continue carrying out business activities in accordance with the validity of the issued documents without having to carry out re-issuance procedures under Clause 1 Article 44 of Decree No. 342/2026/ND-CP.

Procedures upon request for amendments: Where an enterprise requests amendment of business activity contents, it must carry out the procedure for amendment of the business license or the license for establishment of a retail outlet in accordance with Decree No. 342/2026/ND-CP, pursuant to Clause 2 Article 44 of Decree No. 342/2026/ND-CP.

Change of address due to administrative unit reorganization: In case the head office address or retail outlet address changes due to implementation of provincial-level administrative unit reorganization, the enterprise may continue operating under the issued license without having to carry out amendment procedures under Clause 3 Article 44 of Decree No. 342/2026/ND-CP.

Handling pending applications submitted before the effective date: For applications for issuance, re-issuance, amendment, extension, or revocation of the business license and the license for establishment of a retail outlet that were received by the licensing authority before October 18, 2026, processing shall continue to follow Decree No. 09/2018/ND-CP and Article 36 of Decree No. 146/2025/ND-CP. If the application is incomplete or invalid, the enterprise must provide additional explanations and supplements upon request within a period not exceeding 06 months; after such period, the application must be processed in accordance with Decree No. 342/2026/ND-CP under Clause 5 Article 44 of Decree No. 342/2026/ND-CP.

2. Legal recommendations for foreign investors and foreign-invested economic organizations

In order to ensure legal compliance and optimize procedural processing during the transitional period of implementation of Decree No. 342/2026/ND-CP, enterprises should note the following preparatory steps:

Review market access conditions: Proactively review all market access conditions under the international treaties to which Vietnam is a party for the business lines and goods currently being traded, to ensure continuous compliance throughout operations and avoid the risk of temporary suspension of business in accordance with Point (c) Clause 1 Article 40 of Decree No. 342/2026/ND-CP.

Update the periodic reporting schedule: Adjust internal governance procedures to meet the obligation to submit periodic reports twice a year (before January 15 and before July 15), avoiding omitted reports that may lead to the risk of license revocation.

Prepare licensing dossiers and retail outlet expansion plans: For enterprises planning to establish new retail outlets or expand large-scale retail chains, it is necessary to accurately assess the sales area criteria and determine whether the case is subject to consultation with the Ministry of Public Security and the Ministry of National Defense in order to proactively manage the timing and submission roadmap for the application dossier.

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