On September 03, 2026, the Government promulgated Decree 342/2026/ND-CP detailing the Commercial Law and the Law on Foreign Trade Management regarding goods trading activities and activities directly related to goods trading of foreign investors and foreign-invested economic organizations in Vietnam (“Decree 342”).
Decree 342 replaces Decree 09/2018/ND-CP dated January 15, 2018 (“Decree 09”) and abolishes Article 36 of Decree No. 146/2025/ND-CP. Below, ATA provides an update on several notable new provisions of Decree 342 as follows:
1. Simplification of conditions, dossiers, and procedures for the issuance of the Business License (“BL”) and the Retail Store Establishment License (“RSEL”)
Decree 342 inherits and re-stipulates the conditions for BL issuance in the spirit of reducing conditions, dossiers, and procedures as set forth in Resolution 19/2026/ND-CP (“Resolution 19”). Concurrently, it clarifies certain provisions to facilitate investors and enterprises in the process of preparing and submitting dossiers, specifically as follows:
1.1. Regarding conditions for the issuance of BL and RSEL
Decree 342 inherits and re-stipulates the contents of Resolution 19, updating them in accordance with the spirit of the Law on Investment 2025. It also supplements regulations on the time limit for evaluation criteria applicable to foreign investors from countries or territories that are not parties to international treaties to which Vietnam is a member. Accordingly, the evaluation criterion regarding "suitability with the competitiveness of domestic enterprises in the same field of operation" shall be determined over a period of 01 year preceding the date of dossier submission.
Furthermore, Decree 342 abolishes the required conditions regarding financial and capital plans.
1.2. Regarding application dossiers for the issuance of BL and RSEL
In addition to the existing dossier components such as the application form for the BL and the explanatory document with contents under the old regulations, the new provisions in Decree 342 clarify the contents of crucial documents as follows:
+ The explanatory document on the business plan: must be formulated for a period of 05 years from the date of dossier submission; simultaneously, the requirement to explain the financial plan is abolished.
+ The document proving that the foreign-invested enterprise (FIE) has no overdue tax debts, confirmed by the tax authority, must be dated no more than 06 months prior to the date of submitting the dossier to the Licensing Authority.
In addition, regarding copies of the Enterprise Registration Certificate and the Investment Registration Certificate for the project of goods trading activities and directly related activities (if any), the new Decree permits the submission of equivalent documents as prescribed by the Law on Investment and the Law on Enterprises (in cases where the Investment Registration Certificate of the project is not available).
Simultaneously, Decree 342 emphasizes that the investor/enterprise is only required to submit the document proving no tax debt and copies of the aforementioned certificates/licenses in the event that the Licensing Authority is unable to access and extract relevant documents and data from national and specialized databases. This will help investors/enterprises reduce costs and time spent on dossier preparation.
1.3. Regarding sequences and procedures for the issuance of BL and RSEL
- Quantity: Only 01 single set of dossiers is required to be submitted.
- Processing time: Shortened to a maximum of 30 working days.
- Method of submission: Options include direct submission, via the National Public Service Portal, via public postal service, via hired services of enterprises or individuals, or via authorization/online on the National Public Service Portal (if eligible).
- Reduction of consulting focal points: Previously, there was a general regulation on consulting the Ministry of Industry and Trade and specialized ministries, causing all licensing applications to go through this consultation step, thereby prolonging procedures and creating too many processing focal points. Under the new regulations, consultation is only required with the Ministry of Public Security and the Ministry of National Defense in certain cases, specifically:
- Foreign investors from countries or territories that are not parties to international treaties to which Vietnam is a member, trading in goods (lubricating oils and greases of petroleum origin; rice; sugar; recorded items; books, newspapers, and magazines) and services for which market access has not been committed in international treaties to which Vietnam is a member.
- Foreign investors controlling economic organizations that manage intermediary e-commerce platforms, e-commerce social networks, or integrated e-commerce platforms which are classified as large-scale digital platforms in accordance with the laws on consumer protection and e-commerce.
- Foreign investors applying for an RSEL to allow retail stores to continue operating for: 100 retail stores with a sales area of under 500 sq.m each; and/or 50 retail stores with a sales area of between 500 sq.m and under 3,000 sq.m each; and/or 30 retail stores with a sales area of 3,000 sq.m or more each, in Vietnam;
- Foreign investors applying for a new RSEL while currently owning or participating in the ownership of 100 retail stores with a sales area of under 500 sq.m each; and/or 50 retail stores with a sales area of between 500 sq.m and under 3,000 sq.m each; and/or 30 retail stores with a sales area of 3,000 sq.m or more each, in Vietnam.
2. Strengthening post-licensing management:
2.1. Reporting obligations increased from once to twice a year
Regarding the reporting regime, Decree 342 increases the periodic reporting frequency for foreign investors and FIEs from 01 time/year (prior to January 31) to 02 times/year: an annual periodic report prior to January 15 and an initial 06-month report prior to July 15.
Additionally, Decree 342 supplements the forms of reporting to include: direct submission at the Single-Window Processing Division; via public postal service; via hired services of enterprises or individuals; via authorization; or electronically on the Database environment (if eligible).
2.2. Supplementing the case of BL revocation due to multiple administrative penalties in a year
Decree 342 adds 01 scenario subject to BL revocation: Being administratively penalized up to 03 consecutive times within a 12-month period for violations of goods trading activities and activities directly related to goods trading stipulated in the BL.
The aforementioned provisions clearly demonstrate the orientation to strengthen post-licensing inspection and supervision, aligning with the spirit of Resolution 19.
Decree 342 takes effect from October 18, 2026.
For dossiers received by the licensing authority prior to October 18, 2026, they shall continue to be processed in accordance with Decree 09 and Article 36 of Decree 146/2025. In the event that the dossier is incomplete or invalid, the foreign investor/FIE shall provide supplementary explanations as requested by the Licensing Authority within a period not exceeding 06 months from the date the Licensing Authority issues the written request for supplementary explanation. Beyond this time limit, the issuance, re-issuance, amendment, and revocation of the BL, as well as the issuance, re-issuance, amendment, extension, and revocation of the RSEL, shall be implemented in accordance with the provisions of Decree 342.
Comment: