Latest Conditions and Procedures for Granting Retail Licenses in 2026 Pursuant to Decree No. 342/2026/ND-CP

I. Conditions, Criteria, and Grounds for Granting Business Licenses

1. Foreign investors belonging to countries or territories that are signatories to International Treaties to which Vietnam is a member, with commitments to open the market for goods trading and activities directly related to goods trading, must satisfy the following conditions:

a) Market access conditions stipulated in the International Treaties to which Vietnam and such country or territory are members and which are selected by the foreign investor for application in accordance with the law on investment. The foreign investor must maintain compliance with these conditions throughout the course of business operations in Vietnam pursuant to this Decree;

b) No overdue tax debts in cases where the economic organization has been established in Vietnam for 01 year or more up to the date of dossier submission.

2. Foreign investors not belonging to countries or territories that are signatories to International Treaties to which Vietnam is a member must satisfy the following conditions and criteria:

a) The conditions prescribed in Point b, Clause 1 of this Article;

b) The following criteria:

• Conformity with the provisions of relevant specialized laws;

• Conformity with the competitive level of domestic enterprises operating in the same sector within a period of 01 year up to the date of dossier submission.

3. In cases where the business services have not been committed to market access in International Treaties to which Vietnam is a member:

a) Foreign investors specified in Clause 1 of this Article must satisfy the conditions and criteria prescribed in Clause 1 and Point b, Clause 2 of this Article;

b) Foreign investors specified in Clause 2 of this Article must satisfy the conditions and criteria prescribed in Clause 2 of this Article.

4. In cases where the traded goods have not been committed to market access in International Treaties to which Vietnam is a member (petroleum-derived lubricating oils and greases; rice; sugar; video-recorded items; books, newspapers, and magazines):

a) Foreign investors specified in Clause 1 of this Article must satisfy the conditions and criteria prescribed in Clause 1, Point b of Clause 2, and Points c and d of this Clause, corresponding to the respective goods;

b) Foreign investors specified in Clause 2 of this Article must satisfy the conditions and criteria prescribed in Clause 2, and Points c and d of this Clause, corresponding to the respective goods;

c) For petroleum-derived lubricating oils and greases, the Licensing Authority shall consider licensing the exercise of import rights and wholesale distribution rights for foreign-invested economic organizations that satisfy one of the following conditions:

• Have been granted an Investment Registration Certificate for a project producing petroleum-derived lubricating oils and greases in Vietnam;

• Have been granted an Investment Registration Certificate for a production project or have been permitted to distribute in Vietnam machinery, equipment, and goods utilizing petroleum-derived lubricating oils and greases.

  d) For goods such as rice, sugar, video-recorded items, books, newspapers, and magazines, the Licensing Authority shall consider licensing the exercise of retail distribution rights for foreign-invested economic organizations that have obtained a License for Establishment of Retail Outlets in the form of convenience stores, mini-supermarkets, or supermarkets to conduct retail sales at such retail outlets.

5. The Licensing Authority shall evaluate the fulfillment of conditions and criteria, and base its decision to grant a Business License for cases specified in Clauses 2, 3, and 4 of this Article on the following grounds:

a) For cases specified in Clauses 3 and 4 of this Article:

• Alignment with sector and industry development strategies at local, regional, and national levels;

Vietnam's progress in negotiations and market opening.

b) For cases specified in Clause 2 of this Article:

• The contents prescribed in Point a of this Clause;

• Diplomatic relations, national security issues, and social order and safety.

II. Contents of a Business License, Business Term

1. Contents of a Business License (Form No. 12 in the Appendix issued with this Decree): a) Enterprise name, enterprise code, head office address, and legal representative;

b) Owner, capital-contributing members, founding shareholders, place of incorporation, and nationality;

c) Goods trading activities;

d) Business goods;

đ) Activities directly related to goods trading;

e) Other contents prescribed by the Licensing Authority in the Business License (if any).

2. Business Term:

a) The business term for cases specified in Clause 1, Article 9 of this Decree corresponds to the term of the Enterprise Registration Certificate (if any), in accordance with enterprise law;

b) The business term for cases specified in Clauses 2, 3, and 4, Article 9 of this Decree is 05 years;

c) The term of a re-issued license equals the remaining validity period of the previously granted business license.

III. Dossier for Issuance of a Business License

The dossier comprises:

1. An Application for Issuance of a Business License (Form No. 01 in the Appendix issued with this Decree).

2. An Explanatory Statement containing: a) Clarification of the corresponding conditions for issuance of a Business License as prescribed in Article 9 of this Decree. For cases specified in Points c and d, Clause 4, Article 9 of this Decree, the foreign-invested economic organization shall demonstrate compliance with licensing conditions by submitting copies of the corresponding documents specified in Clauses 5 and 6 of this Article;

b) A business plan for 05 years from the year of dossier submission: Description of the scope and operational methods of business activities; presentation of business and market development plans; labor requirements; assessment of the socioeconomic impact and efficacy of the business plan;

c) Business performance in goods trading activities and activities directly related to goods trading of the foreign-invested economic organization up to the time of application, in cases of licensing prescribed in Clauses 5 and 6, Article 5 of this Decree.

Documents certifying that the foreign-invested economic organization has no overdue tax debts, certified by the tax authority no more than 06 months prior to the date of submission to the Licensing Authority.

3. Copies of: Enterprise Registration Certificate; Investment Registration Certificate of the project for goods trading activities and activities directly related to goods trading (if any), or documents of equivalent legal validity under the Law on Investment and Law on Enterprises (in the absence of an Investment Registration Certificate for the project).

4. Copies of: Investment Registration Certificate for a petroleum-derived lubricating oil and grease production project in Vietnam; Investment Registration Certificate for a production project or Investment Registration Certificate demonstrating that the foreign-invested economic organization is authorized to wholesale distribute machinery, equipment, and goods utilizing petroleum-derived lubricating oils and greases in Vietnam, for cases specified in Point c, Clause 4, Article 9 of this Decree.

5. A copy of the License for Establishment of Retail Outlets in the form of a convenience store, mini-supermarket, or supermarket.

6. Foreign-invested economic organizations are only required to submit the documents specified in Clauses 3, 4, 5, and 6 of this Article if the Licensing Authority is unable to access and exploit the relevant documents and data from national and specialized databases. Where information cannot be extracted or is extracted incompletely, the Licensing Authority shall request the foreign-invested economic organization to supplement the corresponding dossier components to establish sufficient grounds for processing the administrative procedure.

IV. Procedure for Issuance of a Business License

1. The foreign-invested economic organization submits 01 set of application dossier via one of the following methods: directly at the Single-Window Division (One-Stop Shop); via public postal services under the Prime Minister's regulations; via hiring services of enterprises/individuals or through legal authorization; or online via the National Public Service Portal (if eligible for application).

2. Within 03 working days from the date of receipt of the dossier, the Licensing Authority shall examine the application and issue a written request for amendments or supplements if the dossier is incomplete or invalid.

3. Within 10 working days from the date of receipt of a complete and valid dossier, the Licensing Authority shall evaluate compliance with the corresponding conditions, criteria, and grounds prescribed in Article 9 of this Decree:

a) In case of non-satisfaction of conditions, the Licensing Authority shall issue a written response stating the reasons;

b) In case of satisfaction of conditions:

• The Licensing Authority shall grant the Business License for cases specified in Clause 1, Point a of Clause 3, and Point a of Clause 4, Article 9 of this Decree; in case of refusal, a written response stating the reasons must be issued;

• The Licensing Authority shall forward the dossier accompanied by an official consultation request to the Ministry of Public Security and the Ministry of National Defence for cases specified in Points a and b, Clause 3, Article 8 of this Decree (Form No. 10 in the Appendix issued with this Decree).

4. Within 14 working days from the date of receipt of the dossier, the Ministry of Public Security and the Ministry of National Defence shall issue written approval for the grant of the Business License; in case of refusal, they must issue a written reply stating the reasons (Form No. 11 in the Appendix issued with this Decree).

5. Within 03 working days from the date of receipt of complete responses from the Ministry of Public Security and the Ministry of National Defence:

a) If both Ministries approve in writing, the Licensing Authority shall issue the Business License;

b) If either of the two Ministries disapproves, the Licensing Authority shall issue a written refusal stating the reasons.

6. The foreign-invested economic organization receives the administrative outcome, and the Licensing Authority delivers the result in accordance with prevailing laws on administrative procedures. In cases where the organization chooses to receive results via postal services, it shall follow the instructions of the postal service provider.

The full text of Decree No. 342/2026/ND-CP can be accessed here.