Vietnam Introduces New Rules for Foreign-Invested Retail and Trading Under Decree 342/2026

Vietnam has replaced the rules that govern how foreign investors import, distribute, and sell goods in the country. Decree No. 342/2026/ND-CP, signed on 3 September 2026 and in force from 18 October 2026, replaces Decree 09/2018/ND-CP after eight years. It narrows the economic needs test for new stores, introduces a security review once a foreign investor's store network reaches a set size, tightens the timetable for licensing after an acquisition, and requires foreign-invested traders to report twice a year instead of once.

The decree applies to foreign investors and foreign-invested companies buying and selling goods in Vietnam and carrying out directly related activities, including import, export, wholesale, retail, and distribution.

Opening retail outlets beyond the first

A foreign-invested retailer still needs two kinds of license: a business license for the company's trading activities, and a retail outlet establishment license for each store. Both are issued by the provincial People's Committee, for the business license where the head office is located and for the outlet license where the store is located.

The economic needs test (ENT) is the assessment of whether a local market needs another store before a foreign investor can open one beyond its first. Under Article 22(1) of the new decree, the test applies only to investors from countries or territories that have no international agreement with Vietnam in which Vietnam has committed to abolish it. Investors covered by such a commitment can open further outlets without the test.

The decree does not list the qualifying agreements, so each investor needs to check its home country's agreement with Vietnam, including the conditions attached to the commitment.

For investors still subject to the test, the existing exemption for small stores remains. An additional outlet does not need an ENT if it has a selling area under 500 square meters, is located in a trade center, and is not a convenience store, mini mart, or supermarket. Where a test is needed, the provincial People's Committee sets up an ENT council, which has 20 working days to assess the criteria: effects on the local market and existing stores, including traditional markets, socio-economic contribution, and public security. For outlets of 5,000 square meters or more the market is assessed at provincial level, and for smaller outlets at commune level.

The 500-square-meter threshold

Store size also decides the registration route. An outlet with a selling area under 500 square meters needs a branch or business location registration certificate for the site. An outlet of 500 square meters or more needs an investment registration certificate for the outlet as a project.

The decree also defines store formats by area. A convenience store has a selling area under 300 square meters, a mini mart up to 500 square meters, and a supermarket more than 500 square meters.

Security review for large store networks

Article 8(3)(c) adds a step that did not exist under Decree 09/2018. Licensing authorities must consult the Ministry of Public Security and the Ministry of National Defence once a foreign investor's outlets reach set levels: 100 outlets under 500 square meters, 50 outlets between 500 and 3,000 square meters, or 30 outlets of 3,000 square meters or more.

For chains planning a national rollout, this sets the point at which expansion stops being a provincial licensing matter alone.

Acquiring a Vietnamese company with retail outlets

When a Vietnamese company with existing stores becomes foreign-invested through a capital contribution or share purchase, it must apply for a business license and a retail outlet license for its stores. Under Article 36(2)(a), the application must be filed within 30 days of the date the foreign investor is confirmed as meeting the conditions for the capital contribution. The dossier includes audited financial statements for the most recent year.

The stores can keep trading while the application is processed, for up to 12 months from the date on the document confirming the investor's capital contribution. Review takes 14 working days, longer where the security consultation applies.

Companies already holding licenses

Under the transitional provisions in Article 44, a foreign-invested company that already holds a business license or retail outlet license issued before 18 October 2026 can keep carrying on the licensed activities. Changes to the licensed content are now made under the new decree.

Applications that a licensing authority received before 18 October 2026 are processed under Decree 09/2018. Where such a file is incomplete, the applicant has up to six months from the authority's request to supply the missing documents.

New licenses carry fixed terms. A business license lasts as long as the company's enterprise registration where the investor is covered by a treaty commitment, and five years in other cases. A retail outlet license runs for the shorter of the remaining term of the investment project or the lease on the premises.

Twice-yearly reporting for foreign-invested traders

Reporting moves from once a year under Decree 09/2018 to twice a year. Under Article 38, foreign-invested companies covered by the decree must report before 15 January on the previous calendar year and before 15 July on the first six months of the current year, using the prescribed form. Licensing authorities can also request reports at any time.

What the decree does not change

The decree does not open sectors that remain restricted to foreign investors, and treaty commitments and sector-specific conditions still determine what a given investor can trade. Where a treaty Vietnam has joined differs from the decree, the treaty prevails.

Emerhub sets up and licenses foreign-owned trading and retail companies in Vietnam, from the business license to outlet licensing and ongoing reporting. Talk to our Vietnam team about starting a wholesale or retail business in Vietnam.