DECREE 342/2026/ND-CP NEW FRAMEWORK FOR TRADING ACTIVITIES OF FOREIGN INVESTOR, REPLACING DECREE 09/2018/ND-CP

• Comply with the market-access conditions under the applicable treaty elected by the investor, and maintain such compliance throughout the entire course of operations rather than merely at the time of filing, as was commonly understood under the previous regime;
• Have no overdue tax liabilities, if the investor has established an economic organisation in Vietnam for at least one year as of the filing date.

Notably, the requirement to submit a “financial plan” for the proposed goods trading activities, a largely formalistic condition that was often satisfied through a document prepared for compliance purposes rather than as a meaningful reflection of the investor’s actual financial capacity is no longer included under Decree 342. This is a sensible adjustment that reduces the documentary burden for investors already benefiting from Vietnam’s market-opening commitments.

Group 2: Investors not covered by the above market-access commitments

• Have no overdue tax liabilities, if they have been established for at least one year;
• Comply with sector-specific laws applicable to the relevant goods and services;
• Be consistent with the level of competition among domestic enterprises operating in the same sector, assessed based on the most recent one-year period preceding the filing date, in place of the previous quantitative criteria relating to job creation capacity and contribution to the State budget, which had often been difficult to substantiate under Decree 09.

The permitted business term under Article 10 has also been redesigned to align with the investor’s legal status: it corresponds to the term of the Enterprise Registration Certificate for Group 1 investors, while a five-year term applies to Group 2 investors. From a procedural perspective, Decree 342 permits the simultaneous filing of applications for a BL and the first LERO where the retail outlet is located in the same province or centrally-run city as the enterprise’s head office, thereby materially reducing the sequential waiting period under the previous regime. In addition, a domestic enterprise receiving foreign investment and thereby becoming an FDI enterprise may continue its retail operations for up to 12 months while completing the relevant licensing procedures.

However, Decree 342 raises the standard applicable to the location of retail outlets compared with Decree 09.

Under Decree 09, the location requirement for a retail outlet was limited to being “consistent with the relevant planning” applicable to the geographical market area concerned. Decree 342 (Article 21) replaces this with a requirement that the location must “fully satisfy the applicable conditions” under seven areas of sector-specific law: land, planning, investment, construction, fire prevention and fighting, traffic safety, and environmental sanitation.

This represents a significant tightening in the scope of review. However, Decree 342 does not clearly specify the mechanism, supporting documents or detailed criteria for demonstrating that the location “fully satisfies” the requirements under these seven areas. Given that licensing authority has now been decentralised to provincial-level People’s Committees, this lack of detailed guidance leaves room for divergent interpretations among local authorities and may result in additional document requests and longer processing times in practice, including for investors that are exempt from the ENT requirement. Accordingly, legal due diligence on the proposed location should be conducted before entering into a lease agreement or making any deposit, rather than being treated as a formal procedural step to be carried out in parallel with the licensing process.

• The investor is from a country or territory that is not party to a treaty containing market-opening commitments applicable to Vietnam, or seeks a license for activities or goods not covered by such market-opening commitments;
• A foreign investor exercises control over an economic organisation operating an intermediary e-commerce platform, a social network conducting e-commerce activities, or an integrated e-commerce platform classified as a “large digital platform”; or
• A retail chain reaches any of the following scale thresholds: 100 outlets, each with an area of less than 500 m²; and/or 50 outlets, each with an area from 500 m² to less than 3,000 m²; and/or 30 outlets, each with an area of 3,000 m² or more.

Alongside this national security review mechanism, Decree 342 significantly broadens the scope of e-commerce activities compared with the relatively narrow concept under Decree 09, which referred only to “e-commerce services” based on a website model enabling third parties to sell goods. The new Decree adopts the broader concept of an “e-commerce platform”, encompassing social networks conducting e-commerce activities (including social-commerce models such as TikTok Shop and livestream selling on social media), integrated e-commerce platforms, and large digital platforms as classified under consumer protection laws. The management and operation of these platforms, where subject to control by foreign investors, remain subject to the BL requirement and may also trigger the national security review described above.

From a practical perspective, this change is likely to have the most significant impact on two groups: (i) e-commerce platforms and social networks with foreign ownership or control; and (ii) large-scale retail chains that have reached, or plan to expand beyond, the above thresholds. As Decree 342 does not yet provide detailed procedures or specific timelines for the inter-ministerial consultation process between the Ministry of Public Security and the Ministry of National Defence, businesses falling within these categories should allow additional time for licensing compared with ordinary cases and carefully consider the timing of any retail network expansion to avoid crossing the relevant thresholds at a stage that could disrupt their business plans.

• Reporting regime: the reporting frequency is increased from once a year under Decree 09 to twice a year, with reports due before 15 January and 15 July;
• Power to suspend operations: the licensing authority may require the suspension of operations where it determines that an enterprise no longer satisfies the applicable licensing conditions, a direct consequence of the obligation to “maintain compliance with such conditions throughout the course of operations” referred to in Section 2;
• Expanded grounds for license revocation: including where an enterprise is subject to administrative penalties on three consecutive occasions within a 12-month period for violations relating to the licensed activities;
• Digitalisation of application dossiers: the licensing authority may retrieve information from national databases and may only require the enterprise to provide additional documents where such information cannot be retrieved. This should reduce the burden of paper-based submissions, but also means that enterprise information may be subject to more frequent automated cross-checking.

Overall, the new post-licensing supervision regime reflects the regulatory philosophy underlying Decree 342, lowering barriers to market entry through a lighter ex ante review process, in exchange for closer supervision throughout the course of operations through stronger ex post monitoring. This requires enterprises to establish continuous internal compliance processes, rather than concentrating their resources primarily on the initial licensing stage, as was commonly the case under the previous regime.

• Identify the international treaty applicable to the investor based on its nationality and ownership structure, in order to determine whether the enterprise may qualify for an ENT exemption or may be subject to national security consultation requirements;
• Review retail network expansion plans against the 100/50/30-outlet thresholds and allow additional time for consultation with the Ministry of Public Security and the Ministry of National Defence where the relevant threshold may be exceeded;
• Conduct legal due diligence on proposed retail locations (including land, construction, fire prevention and fighting, environmental and other relevant requirements) before entering into lease agreements, as compliance with these requirements is now a prerequisite for obtaining a LERO;
• Review and fully settle any overdue tax liabilities before submitting an application, particularly for enterprises that have operated in Vietnam for at least one year;
• Assess whether the enterprise may fall within the category of a “large digital platform” where it operates an e-commerce platform or a social network conducting e-commerce activities;
• Update internal compliance procedures to accommodate the semi-annual reporting regime and strengthen controls over repeated administrative violations, which may now constitute a ground for license revocation under Decree 342; and
• Review the transitional provisions applicable to existing licenses and pending applications in order to determine the appropriate timing for filing before or after 18 October 2026.

Going forward, further implementing guidance from the Ministry of Industry and Trade and the Ministry of Public Security, as well as the practical approach adopted by licensing authorities in each locality, will be critical to fully assessing the impact of Decree 342. ENT Law LLC will continue to keep our clients updated on material developments relating to the implementation of this Decree.