Decree 342/2026/ND-CP – New Rules for Foreign-Invested Trading and Retail in Vietnam
Vietnam has introduced a significant new regulatory framework for goods trading and retail activities by foreign investors and foreign-invested economic organisations.
Decree 342/2026/ND-CP, issued on 3 September 2026 and effective from 18 October 2026, replaces Decree 09/2018/ND-CP.
Some of the key changes include:
→ Licensing authority moves to provincial-level People’s Committees for Business Licences and Retail Establishment Licences.
→ National security review is introduced in specified cases, requiring consultation with the Ministry of Public Security and Ministry of National Defence.
→ Retail location requirements are expanded, including compliance with land, investment, construction, fire safety, traffic safety and environmental sanitation requirements.
→ The Economic Needs Test (ENT) regime is restructured, including a new 5,000 m² threshold for determining the relevant geographical market and streamlined procedures.
→ In qualifying M&A transactions, existing retail operations may continue for up to 12 months while the required licences are being obtained — addressing an important practical gap under the previous regime.
→ Reporting obligations increase from annual to semi-annual, while repeated administrative violations may now lead to mandatory licence revocation.
Our latest DN Legal Update examines these changes, their transitional arrangements and what they mean in practice for foreign investors and FIEs operating trading and retail businesses in Vietnam.
Read the full Legal Update below.
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