Decree 342/2026: Business and Retail Outlet Licenses for FDI Companies

By Le Ly Quang Thinh, Attorney-at-Law

On 3 September 2026, the Government issued Decree 342/2026/ND-CP on the trading of goods and directly related activities by foreign investors and foreign-invested companies in Vietnam. The Decree takes effect on 18 October 2026 and replaces Decree 09/2018/ND-CP.

The new Decree moves licensing to the provincial People's Committee, removes the financial plan requirement and shortens processing times. In return, companies must report twice a year and face an additional ground for license revocation. The key changes fall into three groups.

1. Changes to the Business License

1.1. Activities requiring a Business License

Overall, most activities that require a Business License (giấy phép kinh doanh) remain the same as under Decree 09/2018 (Article 5.1). They are:

• Retail distribution of goods.
• Import and wholesale of petroleum-based lubricants.
• Retail of rice, sugar, recorded media, books and newspapers.
• Logistics services outside Vietnam's market-access commitments.
• Goods leasing.
• Trade promotion.
• Commercial intermediary services.
• Tendering of goods and services.

However, the new Decree adjusts a few groups:

• E-commerce is broader: beyond intermediary websites, it now expressly covers social networks with e-commerce functions and integrated commerce platforms.
• Retail agency moves into retail, so it still requires a Business License. Wholesale agency moves into wholesale, so registration of the business line is sufficient.
• Franchising counts as distribution only when it is franchising in the distribution sector (Article 3).

Exporting, importing and wholesaling ordinary goods still do not require a Business License. Registration on the Investment Registration Certificate (IRC) or Enterprise Registration Certificate (ERC) is sufficient (Article 6).

1.2. Licensing authority and consultation

The provincial People's Committee where the head office is located issues the Business License, replacing the Department of Industry and Trade (Article 8). The licensing authority consults the Ministry of Public Security and the Ministry of National Defence on national security in certain cases: investors from countries without a market-access treaty with Vietnam, services or goods outside Vietnam's commitments, and e-commerce platforms classified as large digital platforms.

1.3. No financial plan required

Companies no longer need to submit a financial plan or evidence of financial capacity, such as a parent-company support letter or a bank guarantee.

1.4. Simpler application file

Companies submit one set of documents only. Copies of documents that the authority can retrieve from national databases are no longer required.

1.5. Criteria for investors from countries without a treaty with Vietnam

Only two criteria remain: consistency with sector-specific laws and the level of competition among domestic companies in the same field. The criteria on job creation and contribution to the state budget have been removed.

1.6. Processing time

The licensing authority decides within 13 working days. Where a national security consultation is required, the process takes 30 working days.

1.7. Business term

For investors from treaty countries, the business term on the license follows the term of the Enterprise Registration Certificate. In all other cases, it remains 5 years (Article 10.2).

2. Changes to the Retail Outlet License

2.1. Clearer retail outlet categories

For the first time, the Decree defines retail outlet types by size (Article 3):

• Convenience store: under 300 m², selling fast-moving consumer goods (ready-to-eat food, beverages, daily necessities).
• Mini-supermarket: up to 500 m².
• Supermarket: over 500 m².
• Shopping centre: multiple retail and service outlets concentrated in one or several adjoining buildings.
• Not a retail outlet: vending machines and mobile sales vehicles. These do not require a Retail Outlet License.

2.2. Narrower economic needs test (ENT)

Only investors from countries without a commitment to abolish the ENT with Vietnam must pass the ENT when opening a second or subsequent outlet. Previously, every foreign-invested company opening a second outlet had to do so. The ENT criteria also drop traffic, environment, employment and state budget factors (Article 22).

2.3. Shorter processing times

Outlets not subject to the ENT: licensed within 17 working days, or 34 working days where the Ministry of Public Security and Ministry of National Defence must be consulted.

Outlets subject to the ENT: 28–33 working days, comprising 3 days to check the file, 5 days to check conditions, 20 days for the ENT Council's assessment and 5 days to issue the license. The range reflects that Article 27 does not specify whether the ENT Council's 20 days run from the authority's receipt of the file (in parallel with the condition check, 28 days) or after that step (33 days). Where the two ministries must also be consulted, they review in parallel with the ENT Council within 14 working days, so the total time does not increase (Article 27).

2.4. Acquiring a company with existing stores

Decree 09/2018 already required a Vietnamese company with existing stores that becomes foreign-invested after receiving foreign capital to obtain a Business License and licenses for its operating stores. Decree 342 keeps this obligation but changes how it works:

• Where to file: the provincial People's Committee where each store is located, instead of the Ministry of Industry and Trade. Chains with stores in several provinces must therefore file in each province.
• 30-day filing deadline: counted from the date the investor is confirmed as meeting the conditions for the capital contribution or share purchase, instead of from the date of the amended Enterprise Registration Certificate.
• Processing time for store licenses: 17 working days, or 23 working days where a national security consultation is required.
• Where the investor acquires or opens additional stores while already owning 100 or more outlets under 500 m², 50 or more outlets of 500 to under 3,000 m², or 30 or more outlets of 3,000 m² or above, the licensing authority must consult the Ministry of Public Security and the Ministry of National Defence.
• The Business License follows the procedure for a new application: 13 working days, or 30 working days where a national security consultation is required.

In addition, stores may continue trading while the licenses are processed, for up to 12 months from the date on the document confirming that the investor meets the capital contribution conditions. Decree 09/2018 did not expressly provide for this.

3. Post-licensing obligations

3.1. Reporting twice a year

Companies submit periodic reports before 15 January and 15 July. The first report under the new rules is due before 15 January 2027.

3.2. New ground for license revocation

The new Decree adds a notable revocation ground: if a company receives a third administrative penalty within 12 months for breaching the terms of its license, the licensing authority will revoke the license.

Legal basis: Decree 342/2026/ND-CP dated 3 September 2026, Decree 09/2018/ND-CP dated 15 January 2018, Law on Investment No. 143/2025/QH15.

Le Ly Quang Thinh, Attorney-at-Law

Senior Associate, An Law · IP Agent · VnDPO data protection expert

View profile →