Vietnam’s Decree 342: What Foreign Investors Need to Know About Trading and Retail Licences

Effective 18 October 2026, Decree 342/2026/ND-CP updates trading and retail licence processes in Vietnam. Foreign-invested businesses should review their licensed activities, outlet expansion plans, new reporting obligations, and eligibility for ENT exemptions.

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Vietnam has updated the framework for foreign investors and foreign-invested enterprises (FIEs) engaged in goods trading and directly related activities. Issued on 3 September 2026, Decree 342/2026/ND-CP shifts licensing decisions to provincial authorities, recognises treaty-based exemptions from the economic needs test (ENT), and introduces additional security consultation for specified investments and large retail networks. Decree 342/2026/ND-CP replaces Decree 09/2018/ND-CP.

The decree applies beyond shops and supermarkets. Its scope includes export, import, and distribution rights, alongside certain logistics, goods leasing, trade promotion, commercial intermediary, e-commerce platform, and tendering activities. For investors, the immediate task is to determine which activities require a business licence, which outlets require separate licences, and whether proposed changes to ownership or scale affect the approval route.

Which activities in Vietnam require a business licence and a retail establishment licence?

Decree 342 retains two distinct approvals. A business licence is required for activities specified in the decree, including retail distribution, certain import and wholesale rights for specially regulated goods, logistics services outside treaty-covered subsectors, goods leasing, trade promotion, commercial intermediary services, operation of specified e-commerce platforms, and goods and services tendering services. A retail establishment licence is required for each retail outlet.

An FIE can normally apply for an outlet licence after obtaining its business licence and documentation establishing its right to use the premises. If its first outlet is in the same province or centrally governed city as its head office, it may apply for the two licences concurrently. The outlet’s location must also meet applicable land, planning, construction, fire safety, traffic, and environmental requirements.

Not every export, import, or wholesale activity requires a separate business licence under Decree 342. Activities outside the specified licensing list may be conducted once properly registered, subject to market-access rules, product restrictions, and other applicable conditions. Investors should therefore assess the goods and services in their actual operating model rather than assume that one licence covers all trading activities.

What changes in the licence approval process?

The provincial People’s Committee where an FIE has its head office is responsible for its business licence. The provincial People’s Committee where an outlet is located handles that outlet’s retail establishment licence. The Ministry of Industry and Trade (MOIT) retains supervisory and database responsibilities, but routine MOIT consultation is removed from the licensing procedures under the new decree.

Applicants also need not resubmit certain tax, registration, and investment documents if the licensing authority can retrieve complete information from national or specialised databases. This does not remove the need for a written explanation and business plan, including the five-year plan required in the relevant applications. Investors should allow for requests to supplement records when the authority cannot access the necessary data.

Security consultation remains mandatory in defined cases. The licensing authority must seek opinions from the Ministry of Public Security and Ministry of National Defence for specified applications involving non-treaty investors or activities and goods outside market-opening commitments; foreign-controlled operators of certain large digital platforms; and qualifying large retail networks. The outlet thresholds include 100 outlets each with a selling area under 500 square metres, 50 outlets each from 500 to under 3,000 square metres, and/or 30 outlets each of at least 3,000 square metres. They apply to certain applications to allow existing outlets to continue operating and to new outlet applications where the investor already owns or co-owns a network at the relevant scale.

The ministries generally have 14 working days to provide their views under the applicable procedure. Investors should factor the consultation into expansion and transaction timetables; it is not required for every outlet application.

When does the economic needs test apply?

An ENT may apply when an investor establishes an outlet beyond its first in Vietnam. Decree 342 excludes investors from countries or territories covered by a treaty under which Vietnam has committed to abolish the ENT, subject to the relevant treaty terms and implementation timetable. The definition of an additional outlet can also capture a location opened under the same brand or trade name as an existing licensed outlet.

Where a treaty exemption is unavailable, an additional outlet is still exempt from the ENT if it has a selling area under 500 square metres, is located in a trade centre, and is neither a convenience store, mini mart, nor supermarket. All three conditions must be met. “Selling area” includes areas used for display, storage, retail, and activities directly supporting retail sales.

For an outlet subject to the ENT, the relevant geographical market is assessed at commune level if its selling area is under 5,000 square metres, and at provincial level if it is 5,000 square metres or more. The assessment considers demand, effects on existing retailers and traditional markets, socioeconomic contributions, and security factors. The provincial ENT council has 20 working days after receiving a complete and valid application to issue its assessment for the licensing decision.

Treaty eligibility should be checked against the investor’s ownership structure and the specific commitment being relied upon. A shareholder’s nationality alone does not establish that an FIE can dispense with the ENT.