Notable Novelties Concerning Goods Trading Activities of FDI Enterprises under Decree No. 342/2026

I. Competence to Grant Business Licenses and Retail Establishment Licenses

The licensing competence has been shifted from the Department of Industry and Trade to the provincial-level People's Committee of the locality where the foreign-invested economic organization is headquartered, specifically:

1. The provincial-level People's Committee of the locality where the foreign-invested economic organization is headquartered shall undertake: the grant, re-grant, modification, and revocation of the Business License.

2. The provincial-level People's Committee of the locality where the foreign-invested economic organization establishes a retail outlet shall undertake: the grant, re-grant, modification, extension, and revocation of the Retail Establishment License.

Consultation with the Ministry of Public Security and the Ministry of National Defense regarding national security matters is mandatory in the following circumstances: a) The cases stipulated in Clause 2, Point b of Clause 3, and Point b of Clause 4, Article 9; b) The foreign investor controls an economic organization operating as the governing entity of an intermediary e-commerce platform, an e-commerce social network, or an integrated e-commerce platform classified as a major digital platform pursuant to the legislation on consumer protection and e-commerce; c) The foreign investor requests:

• The grant of a Retail Establishment License allowing continued operations of: 100 retail establishments with a sales area of less than 500 m² each; and/or 50 retail establishments with a sales area ranging from 500 m² to under 3,000 m² each; and/or 30 retail establishments with a sales area of 3,000 m² or more each, in Vietnam;

• The grant of a license for a new retail establishment while currently owning or co-owning from 100 retail establishments with a sales area of less than 500 m² each; and/or 50 retail establishments with a sales area ranging from 500 m² to under 3,000 m² each.

II. Conditions, Criteria, and Bases for the Grant of Business Licenses

Foreign investors originating from countries or territories participating in international treaties to which Vietnam is a contracting party containing market-opening commitments for goods trading activities and activities directly related to goods trading must satisfy the following conditions:

a) Market access conditions under the international treaties to which Vietnam and such country or territory are contracting parties, as selected by the foreign investor for application in accordance with the investment law. The foreign investor must continuously comply with this condition throughout its business operational process in Vietnam pursuant to this Decree;

b) Having no overdue tax liabilities where an economic organization has been established in Vietnam for one (01) year or more as of the dossier submission date.

Accordingly, regarding the conditions, criteria, and bases for granting a Business License, the statutory requirement for a financial plan dedicated to the licensed activities is abolished. Nevertheless, in the application dossier for the Business License, foreign investors are required to include a five-year medium-term plan concerning the implementation of business operations in Vietnam in order for the project to be reviewed and approved.

III. Conditions and Regulations on the Establishment of Retail Outlets

1. Conditions, Criteria, and Bases for the Grant of a Retail Establishment License

Where a foreign investor establishes its first retail outlet:

a) Having no overdue tax liabilities where the foreign-invested economic organization has been established in Vietnam for one (01) year or more as of the dossier submission date;

b) The proposed location of the retail establishment must fully satisfy the legal provisions governing land management, master planning, investment, construction, fire prevention and fighting, traffic safety, and environmental sanitation to establish a retail outlet within the relevant geographic market area.

Where a foreign investor establishes a retail outlet beyond the first retail outlet:

a) Cases exempt from the Economic Needs Test (ENT): Must satisfy the conditions specified in Clause 1 of this Article.

b) Cases subject to the Economic Needs Test (ENT):

• Must satisfy the conditions specified in Clause 1 of this Article;

• The foreign investor belongs to a country or territory not participating in an international treaty to which Vietnam is a party with commitments to abolish ENT, establishing a retail outlet beyond the first retail outlet, except where such retail outlet has a floor area under 500 m², is situated within a shopping mall/commercial center, and does not fall under the category of convenience stores, mini-supermarkets, or supermarkets.

2. ENT Criteria:

a) For retail establishments with an area under 5,000 m²: the affected geographic market area shall be assessed at the commune/ward or equivalent administrative level.

For retail establishments with an area of 5,000 m² or more: the affected geographic market area shall be assessed at the provincial/centrally-governed municipal level.

b) The impact of the retail outlet on market stability and on the business operations of operating retail establishments and traditional markets within the geographic market area; the demand of the geographic market area and the capacity of the proposed retail outlet to address such demand in order to justify the necessity of establishing such outlet.

c) The potential contribution of the retail outlet to the socio-economic development of the affected geographic market area, specifically: Contributing to the development and modernization of the retail sector within the geographic market area;

The licensing authority shall assess the fulfillment of the conditions and criteria stipulated in Clauses 1 and 2 of this Article and rely upon the following grounds to decide on granting the Retail Establishment License:

a) For foreign investors from countries/territories participating in international treaties to which Vietnam is a contracting party containing market access commitments for goods trading activities and activities directly related to goods trading:

Conformity with local, regional, and national sector/industry development plans and master strategies;

b) For foreign investors not belonging to countries/territories participating in international treaties to which Vietnam is a contracting party:

• Conformity with local, regional, and national sector/industry development plans and master strategies;

• The progress of Vietnam’s market-opening negotiations;

• Vietnam’s domestic demand for market opening;

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