Decree 342/2026/ND-CP: What Changes for FDI Trading Licences in Vietnam
By Dee (Diep) Hoang, Minh Nguyen
From 18 October 2026, Decree 342/2026/ND-CP replaces Decree 09/2018/ND-CP. Every FDI enterprise engaged in retail, distribution, logistics or e-commerce in Vietnam will apply for licences under a new set of rules.
The changes go beyond procedure. The Decree widens the range of activities that require a licence, adds a security appraisal step for certain cases, and digitises most of the application file. Below are the points foreign-invested businesses should understand before the Decree takes effect.
Decree 342 replaces Decree 09/2018 — scope
Compared with Decree 09/2018, the new Decree changes six areas significantly: the licensing authority; the conditions for a Business Licence; the establishment of retail outlets; the Economic Needs Test ("ENT"); security appraisal; and data-driven administrative procedures.
When an FDI enterprise needs a Business Licence
A Business Licence is mandatory before a foreign-invested enterprise ("FIE") carries out certain goods-trading activities. The main activities that require a licence are:
- Retail distribution of goods;
- Import and wholesale distribution of certain specific goods (for example lubricating oils and greases);
- Logistics services (except sub-sectors Vietnam has committed to open under international treaties);
- Leasing of goods (except financial leasing and the leasing of construction equipment with operators);
- Trade promotion services (except advertising services);
- Commercial intermediary services;
- Operating intermediary e-commerce platforms, social networks with e-commerce activity, and integrated commerce platforms;
- Goods and service auction services.
The e-commerce category deserves particular attention. An FDI enterprise operating an intermediary platform or a social network with e-commerce functions now falls within the Business Licence requirement.
Application file and timeline for the Business Licence
The core file comprises the application form, an explanatory statement on the licensing conditions, a five-year business plan, and a tax authority confirmation of no overdue tax (issued within the last six months).
On timing, where the file is complete and valid from the outset:
- The licensing authority assesses the conditions within 10 working days;
- Where the opinion of the Ministry of Public Security and the Ministry of National Defence is required, the two ministries have 14 working days to respond;
- The licensing authority issues the licence within 3 working days of approval.
The maximum total is 27 working days for cases that require a security appraisal.
Security appraisal: a new step to build into your plan
Decree 342 brings the opinion of the Ministry of Public Security and the Ministry of National Defence into the licensing process for certain cases, specifically:
- E-commerce platforms, social networks with e-commerce activity, and integrated e-commerce platforms with 3 million or more user accounts per year.
- Enterprises reaching these retail-outlet thresholds: 100 outlets each under 500 m²; and/or 50 outlets each from 500 m² to under 3,000 m²; and/or 30 outlets each of 3,000 m² or more.
Establishing retail outlets: the first outlet and further outlets
An FDI enterprise that wishes to open a retail outlet must obtain a Retail Outlet Licence. The two core conditions for the first retail outlet are:
- No overdue tax (applicable to enterprises established in Vietnam for one year or more);
- The site meets the requirements on land, planning, investment, construction, fire prevention and fighting, traffic safety and environmental sanitation.
For a retail outlet beyond the first, the conditions depend on whether the ENT applies:
- Not subject to the ENT: the same conditions as the first outlet apply;
- Subject to the ENT: the Economic Needs Test criteria must also be met.
Economic Needs Test (ENT): when it applies, when it is waived
The ENT applies where the investor comes from a country or territory that has no commitment with Vietnam to abolish the ENT, and opens a retail outlet beyond the first.
There is an important waiver. A retail outlet is not subject to the ENT where it is, at the same time: under 500 m², located inside a shopping mall, and not a convenience store, minimart or supermarket.
Timelines differ markedly between the two groups:
- Without the ENT, file valid on submission: up to 31 working days;
- With the ENT: longer, because an ENT Council assesses the criteria over 20 working days before the decision.
Periodic reporting obligations
Decree 342 keeps the periodic reporting regime for FIEs engaged in goods trading. Enterprises report twice a year, using the form in the Appendix to the Decree:
- First-half report: before 15 July;
- Annual report: before 15 January.
What FDI enterprises should do before 18 October 2026
(1) Review current activities to identify which now require a Business Licence — e-commerce in particular.
(2) Prepare a tax authority confirmation of no overdue tax, issued within the last six months.
(3) Prepare a five-year business plan for the licence application.
(4) For any plan to open retail outlets, identify early whether the ENT applies; consider designing the outlet to use the ENT waiver.
(5) Build buffer time into the schedule for cases that require a security appraisal.
(6) Standardise the periodic reporting calendar around 15 July and 15 January each year.
To discuss which of your activities require a licence under Decree 342/2026/ND-CP, or for help preparing the application file, contact Dilinh Legal at contact@dilinh.com.
About the author
Diep Hoang is the Founding Partner of Dilinh Legal, a business law firm in Ho Chi Minh City. She founded the firm in 2010 and has built it into one of Vietnam's leading practices in Corporate and M&A. Diep has been ranked by Chambers as a leading lawyer in Corporate & M&A since 2020. Dilinh Legal is ranked by Chambers Asia in Corporate & M&A, Dispute Resolution, and Labour & Employment, and by Legal500 in Corporate & M&A and Dispute Resolution.
This article is for general information only and does not constitute legal advice. For further information, please contact Dilinh Legal at contact@dilinh.com | +84 (28) 73000864 | dilinh.com