Foreign Investors' Trading Rights: Key Changes under Decree 342/2026/ND-CP

On 3 September 2026, the Government of Vietnam issued Decree No. 342/2026/ND-CP (Decree 342), which updates the regulatory framework for goods trading activities and certain related commercial activities of foreign investors and foreign-invested companies in Vietnam. Decree 342 took effect on 18 October 2026 and replace Decree No. 09/2018/ND-CP (Decree 09).

While Decree 342 largely preserves the existing licensing framework under Decree 09, it introduces a number of important changes and clarifications, particularly in relation to licensing requirements and ongoing compliance obligations. We highlight below the key changes introduced under Decree 342.

1.  Transitional period following acquisition by foreign investor

Decree 342 introduces a transitional mechanism for Vietnamese companies that, following an acquisition by a foreign investor, become subject to the licensing requirements applicable to foreign-invested companies under the Law on Investment.

Such companies must apply for the required business licence (Business Licence) and retail establishment licence(s) (Retail Establishment Licence) within thirty (30) days from the date on which the foreign investor is approved for the acquisition under the applicable M&A approval or other relevant enterprise or investment registration documentation.

Subject to compliance with this requirement, the company may continue operating its existing retail establishments for up to twelve (12) months while the relevant licensing procedures are being completed.

This change provides greater certainty for M&A transactions involving retail businesses by reducing the risk of business disruption during the post-completion licensing process.

2. Changes to conditions and application dossier for the Business Licence

Decree 342 streamlines the conditions for obtaining a Business Licence and no longer requires applicants to provide a financial plan. For foreign investors from countries or territories that participate in international treaties to which Vietnam is a party and which contain market access commitments in relation to trading activities, a Business Licence is now granted based on only two conditions: 

1. meeting the market access conditions under the relevant international treaty; and
2. having no overdue tax liabilities where the company has been established in Vietnam for one (1) year or more.

A notable change is that the applicable market access conditions must be satisfied not only at the time of application but throughout the investor's business operations in Vietnam.

For foreign investors from countries or territories that do not benefit from such treaty commitments, Decree 342 requires compliance with point (ii) above and relevant sector-specific laws, while also taking into account the competitiveness of domestic enterprises in the same sector during the year preceding the application.

3. Key changes to the Retail Establishment Licence 

Decree 342 introduces notable changes to the licensing framework for retail establishment licences, including stricter location requirements, streamlined application dossiers and a revised approach to determining licence terms.

1. Location requirements: Under Decree 09, the proposed site was only required to be consistent with the applicable planning. Decree 342 now requires the location to comply with the relevant requirements on land, planning, investment, construction, fire prevention and fighting, traffic safety and environmental sanitation.
2. Application dossier: Decree 342 no longer requires applicants to submit a financial plan when applying for a licence for the first retail establishment.
3. Licence term: The term of a retail establishment licence is now determined by the shorter of the remaining term of the investment registration certificate and the remaining lease term of the premises. As such, the lease term may effectively limit the duration of the licence.

4. Economic Needs Test (ENT)

The Economic Needs Test (ENT) is still required for setting up a retail establishment other than the first outlet. However, Decree 342 significantly narrows the scope of the ENT and simplifies its assessment criteria.

WHAT CHANGES FOR THE ECONOMIC NEEDS TEST?

5. New licensing authorities and national security review

Decree 342 transfers the authority to issue the Business Licence and Retail Establishment Licence from the relevant Department of Industry and Trade to the provincial People's Committee.

Decree 342 also introduces a national security review mechanism. In certain cases, including applications involving investors from jurisdictions that do not benefit from relevant treaty-based market access commitments, foreign-controlled large e-commerce platforms and retail networks exceeding the prescribed thresholds, the licensing authority must obtain the opinions of the Ministry of Public Security and the Ministry of National Defence before issuing the relevant licences.

The national security review forms part of the applicable licensing procedures and may affect transaction timelines and business expansion plans.

6. More frequent reporting obligations

Decree 342 increases the reporting obligation from one (1) annual report to two (2) periodic reports per year, with reporting deadlines of 15 January and 15 July.

7. Expanded grounds for revocation of licences

Decree 342 introduces an additional ground for revoking both the Business Licence and Retail Establishment Licence based on repeated administrative violations.

A Business Licence may be revoked where the enterprise is administratively penalised on three (3) consecutive occasions within a twelve-month period for breaches relating to its licensed activities.

A Retail Establishment Licence may similarly be revoked where the enterprise is administratively penalised three (3) times within a twelve-month period for breaches relating to the licensed retail activities, although the penalties are not required to be consecutive.

8. Practical steps moving forward

Following the entry into effect of Decree 342 on 18 October 2026, foreign-invested businesses engaged in trading, distribution and retail activities may consider the following:

1. review ongoing compliance obligations, including market access conditions, reporting requirements and retail establishment location requirements;
2. review the validity period of existing licences and, for retail establishments, ensure that the remaining lease term of the premises aligns with the desired licence duration; and
3. assess whether any proposed expansion, additional retail establishment or foreign investment transaction may be subject to the ENT, national security review or other licensing requirements.

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