Updated: 19 October 2026

From 18 October 2026, Decree No. 342/2026/ND-CP replaces Decree No. 09/2018/ND-CP on the purchase and sale of goods by foreign investors. This note helps foreign-invested enterprises (FIEs) identify which activities require a Business Licence, the conditions for each group of investors, the licensing authority and what to review.

1. Scope of Decree 342/2026/ND-CP

The Decree details the Commercial Law and the Law on Foreign Trade Management regarding the purchase and sale of goods, and activities directly related to it, by foreign investors and FIEs in Vietnam. Three points stand out: the list now expressly covers operating intermediary e-commerce platforms, e-commerce social networks and integrated commercial platforms; foreign control of a large digital platform triggers security consultation; and the Provincial People's Committee issues, adjusts, re-issues and revokes both the Business Licence and the Retail Outlet Licence.

2. Activities that require a Business Licence

Under the Decree, a Business Licence "is issued to foreign-invested economic organisations to carry out the following activities":

1. Retail distribution of goods, except rice, sugar, recorded items, books, newspapers and magazines;
2. Import and wholesale distribution of petroleum-based lubricating oils and greases;
3. Retail distribution of rice, sugar, recorded items, books, newspapers and magazines;
4. Logistics services, except sub-sectors Vietnam has committed to open under treaties;
5. Leasing of goods, excluding finance leasing and construction equipment leased with operators;
6. Trade promotion services, excluding advertising;
7. Commercial intermediary services;
8. Managing and operating intermediary e-commerce platforms, e-commerce social networks and integrated commercial platforms;
9. Organising bidding for goods and services.

Not every FIE engaged in trade needs a Business Licence; the key question is whether the activity falls within these nine groups.

3. Licensing conditions by investor group

Investors from countries or territories with market-opening commitments must meet market access conditions under the relevant treaty and maintain them throughout their business in Vietnam, and must have "no overdue tax debt where the economic organisation has been established in Vietnam for one year or more as of the filing date".

Investors from non-committed countries must, in addition, satisfy two criteria: consistency with sectoral law, and consistency with the level of competition among domestic enterprises in the same field over the year preceding the application. Investors from committed countries must meet these criteria too when the service is not covered by commitments.

Specific conditions apply to uncommitted goods. Import and wholesale rights for petroleum-based lubricants are considered only where the enterprise has an IRC for a project producing them, a production project, or is permitted to distribute machinery using them. Retail rights for rice, sugar, recorded items, books, newspapers and magazines are considered only where the enterprise holds a Retail Outlet Licence for a convenience store, mini-supermarket or supermarket.

For uncommitted services and goods, the authority also considers "consistency with the development strategy of the sector at local, regional and national level" and Vietnam's market-opening negotiations; for non-committed investors, diplomatic relations, national security and public order are also considered. These are evaluative criteria, so the explanatory statement should address each one.

4. Licensing authority and security consultation

The Decree provides that "the Provincial People's Committee where the foreign-invested economic organisation has its head office shall issue, re-issue, adjust and revoke the Business Licence". The Provincial People's Committee also handles Retail Outlet Licences. Enterprises with stores in other provinces should identify the receiving authority for each store in advance.

The authority consults the Ministry of Public Security and the Ministry of National Defence where the investor is from a non-committed country, including for uncommitted goods and services, and where a foreign investor controls the operator of an e-commerce platform that qualifies as a large digital platform. These applications need extra time.

5. Retail Outlet Licence and the economic needs test (ENT)

For store-based retail, the Decree sets separate conditions for the Retail Outlet Licence and specifies when an economic needs test (ENT) is or is not required. ENT criteria relate to the market, existing retail outlets and traditional markets, and the Decree regulates the ENT Council. Retailers should determine whether a planned outlet requires ENT before signing a lease.

6. Practical notes

• Carrying out any of the nine activities without a Business Licence means the business condition is not met.
• Market access conditions must be met continuously; a change of investors, for example a capital transfer from an investor of a non-committed country, may change the applicable conditions.
• The Decree provides for revocation and periodic reporting; set a reporting calendar right after licensing.
• FIEs licensed before 18 October 2026 should check the transitional provisions before adjusting or expanding activities.
• New investors should design business lines, the project scope and the Business Licence together with company formation to avoid repeated adjustments.

7. Illustrative scenarios

Retailer opening a store in another province. Company A (hypothetical), a wholly foreign-owned cosmetics retailer in Hanoi from a committed country, holds a Business Licence and one store. To open a second store in a mall in another province, it need not obtain a new Business Licence but must apply for a Retail Outlet Licence and check in advance whether ENT applies.

E-commerce platform acquired by a foreign investor. Company B (hypothetical), a domestic e-commerce operator, sells a controlling stake to a foreign investor. As an FIE, its platform operation falls within the Business Licence list, so the transaction should be scheduled together with the licence application.

8. Frequently asked questions

How long does the Business Licence take?
Processing times follow the Decree and the administrative procedures published by each province. Files requiring ministry consultation or ENT take longer.

Are there State fees?
The official sources reviewed do not state any fee; check the provincial procedure.

Does an FIE selling online through its own website need a Business Licence?
Selling its own goods falls under retail distribution; running a platform for third-party sellers falls under the e-commerce platform group. Each model needs assessment.

9. How 7S Law can help

• Map actual activities against the nine groups and identify the applicable conditions by investor nationality.
• Prepare the explanatory statement and application, file and follow up with the authority.
• Assess ENT for each location, obtain, adjust and renew Retail Outlet Licences.
• Align the IRC, business lines and Business Licence for new projects and acquisitions; see our business licence services.

Appendix: Legal basis

Quoted provisions are unofficial translations by 7S Law.

Author: Nguyen Thi Bich Duyen

This article is for reference only and reflects the law in force at the date of update. Please consult a lawyer on your specific case before acting.

Contact 7S Law: +84 877 523 888 – lienhe@7slaw.vn