The decree at a glance

Area	Decree 09/2018	Decree 342/2026
Licensing authority	Provincial Department of Industry and Trade, often with prior Ministry of Industry and Trade approval	Provincial People’s Committee, with no prior Ministry consultation
Economic needs test	Generally applied to outlets beyond the first, with limited exceptions	Applies to outlets beyond the first for investors without treaty exemptions
Security consultation	Not part of the licensing process	Ministries of Public Security and National Defence consulted in defined cases
Acquiring a domestic retailer	No clear grace period	Existing outlets may keep trading for up to 12 months
Reporting	Annual, by 31 January	Twice a year, by 15 January and 15 July

Licensing moves to the provinces

Provincial People’s Committees now issue, amend, renew and revoke both the Business Licence and the Retail Outlet Licence. Applicants no longer resubmit corporate, investment or tax documents that the authority can access through national databases. For investors from treaty partners, the Business Licence term follows the enterprise registration certificate; the five-year term now applies only to investors without treaty coverage and to goods or services outside Vietnam’s commitments.

The decree sets statutory timelines in working days:

Application	Statutory steps (working days)	Total
Business Licence	Review 3, conditions check 10, issue 3	16, plus 14 where security opinions are required
Retail Outlet Licence, no economic needs test	Review 3, conditions check 14, issue 3	20, plus 14 where ministry opinions are required
Retail Outlet Licence, with economic needs test	Review 3, conditions check 5, needs-test council 20, issue 5	33

The economic needs test

• Who it applies to: investors opening outlets beyond their first, where no treaty exemption applies. Investors from countries whose agreements with Vietnam remove the test are exempt, including CPTPP, EVFTA and UKVFTA partners, in line with each agreement’s implementation roadmap.
• Small outlets in trade centres: an outlet under 500 m² located in a trade centre, and not a convenience store, mini mart or supermarket, is exempt.
• Market assessed: where the test applies, the affected market is assessed at commune or ward level for outlets under 5,000 m², and at provincial level for outlets of 5,000 m² or more.
• Formats defined by selling area: convenience store under 300 m², mini mart up to 500 m², supermarket above 500 m².

Security consultation and scale thresholds

The licensing authority consults the Ministry of Public Security and the Ministry of National Defence where:

• the investor is from a country or territory without treaty coverage, or the goods or services fall outside Vietnam’s commitments;
• a foreign investor controls an intermediary e-commerce platform, an e-commerce social network or a large integrated digital platform;
• a foreign investor’s retail network reaches 100 outlets under 500 m², 50 outlets of 500 m² to under 3,000 m², or 30 outlets of 3,000 m² or more.

MSA view. For investors from treaty partners, the licensing path is shorter, settled at provincial level and largely free of the economic needs test. The constraint that remains is scale: the outlet thresholds bring a national security consultation into large multi-store rollouts and into control of e-commerce platforms. Expansion plans built on convenience and mini-mart formats should be mapped against the 100-outlet line from the start.

Acquisitions, existing licences and goods scope

• M&A transition: a domestic retailer that becomes foreign-invested through a capital contribution or share acquisition can keep trading from its existing outlets for up to 12 months from the M&A approval date, with Retail Outlet Licence applications due within 30 days.
• Existing licences: licences issued before 18 October 2026 remain valid for the activities they cover.
• Goods scope: enterprises with wholesale or retail rights may trade goods produced or processed in Vietnam, as well as lawfully imported goods.

MSA view. The 12-month transition makes acquiring an existing domestic chain a more practical entry route than under Decree 09, which set no clear grace period. Acquirers should time completion against the 30-day filing window and plan for the security consultation where the target’s outlet count crosses the thresholds.

Compliance after licensing

• Reports are filed twice a year: by 15 January for the prior year and by 15 July for the first half.
• Where an enterprise no longer meets its licence conditions, the activity is suspended, with 12 months to remedy before it is terminated.
• A licence can be revoked after three administrative sanctions within 12 months for violations relating to the licensed activities.

What it means

• Brand owners and retailers from treaty partners: provincial licensing, statutory timelines and no needs test for most formats make direct retail entry more predictable.
• Convenience and multi-store formats: the outlet thresholds become the main planning constraint for national rollouts.
• Acquirers of domestic chains: a defined 12-month transition supports acquisition-led entry.
• E-commerce and platform investors: foreign control of large platforms now carries a security consultation.

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Sources

• Government of Vietnam, Decree No. 342/2026/ND-CP of 3 September 2026 (English text via LuatVietnam).
• Baker McKenzie, legal update on Decree 342 and retail licensing, 14 September 2026.
• Indochine Counsel, Special Alert: Decree 342 replaces Decree 09, 10 September 2026.
• Venture North Law, Decree 342/2026: New Rules on Goods Trading by Foreign-Invested Enterprises in Vietnam, 7 October 2026.

This briefing summarises Decree 342/2026/ND-CP and published legal commentary on it. It is for information only and is not legal advice; licence applications require review by qualified Vietnamese counsel. Every figure is sourced and graded by evidence strength; see How we verify.