Enactment update — 7 September 2026: Decree No. 342/2026/ND-CP was issued on 3 September 2026 and takes effect on 18 October 2026. From that date it replaces Decree No. 09/2018/ND-CP and repeals Article 36 of Decree No. 146/2025/ND-CP. Applications received before the effective date continue under the transitional rules stated in Article 44.

A foreign-invested enterprise that opens its first Vietnamese storefront without a valid retail outlet licence — or misapplies the wrong licensing track — risks suspension of trading, revocation of its Investment Registration Certificate, and the sunk cost of fit-out, staffing, and inventory already committed to the site.
Vietnam has now promulgated the replacement framework. Decree No. 342/2026/ND-CP was issued on 3 September 2026 and takes effect on 18 October 2026, when it replaces Decree No. 09/2018/ND-CP. The new conditions distinguish treaty-covered investors from investors without an applicable market-opening commitment and update the licensing, consultation and reporting framework.
For general counsel and boards planning a Vietnamese retail rollout, this article sets out the transition from Decree 09/2018/ND-CP to Decree 342/2026/ND-CP, where the Economic Needs Test (ENT) still bites, and where FIEs most often misjudge their filings.
Business Licence Versus Retail Outlet Licence: Two Separate Approvals
Under the current framework (Decree 09/2018/ND-CP), a foreign-invested economic organisation does not need a Business Licence (BL) for most import, export, and wholesale activity — lubricating oil being the notable exception. Retail trade and a defined set of directly related activities, however, remain subject to a mandatory BL.
Opening a physical storefront additionally requires a separate Retail Outlet Licence (ROL) for each location. Holding an Investment Registration Certificate (IRC) and an Enterprise Registration Certificate (ERC) does not, by itself, authorise retail trading or the opening of an outlet — a point that continues to trip up first-time entrants to the Vietnamese market.
What Decree 342/2026/ND-CP Changes
Decree 09/2018/ND-CP took effect on 15 January 2018, replacing Decree 23/2007/ND-CP, and governs goods-trading activity and directly related activities of foreign investors and foreign-invested economic organisations in Vietnam.
Decree 342/2026/ND-CP will extend distribution rights to goods processed or manufactured in Vietnam (not only domestically produced goods) and rewrites the BL and ROL conditions to track more closely whether the investor’s home jurisdiction has a free trade agreement (FTA) with Vietnam.
Licensing Conditions Under Decree 342/2026/ND-CP: FTA Versus Non-FTA Investors
Under Decree 342/2026/ND-CP, investors from countries or territories party to an international treaty to which Vietnam is a signatory — notably the EVFTA, CPTPP, UKVFTA, and the VN-UAE CEPA — benefit from materially lighter conditions than investors from jurisdictions without a relevant market-opening commitment for retail.
FTA-origin investors must meet their treaty’s market-access commitments (for example under the WTO Services Schedule or the EVFTA), have no overdue tax liabilities if operating in Vietnam for over a year, and maintain competitive capacity consistent with domestic regulation. The material benefit is duration: their BL runs for the remaining term of the ERC rather than a fixed number of years, avoiding a periodic renewal cycle.
| Investor category | Core condition | BL duration | Risk if unmet |
|---|---|---|---|
| FTA country (EVFTA, CPTPP, UKVFTA, VN-UAE CEPA) | Meets treaty market-access commitment; no overdue tax (if operating ≥1 year) | Remaining term of ERC | Moderate — additional evidence of treaty coverage often requested |
| Non-FTA country — joint venture (≥50% foreign capital) | Commitment to recruit/train at least 100 Vietnamese employees | 5 years, renewable | High — inadequate labour commitment is a common rejection ground |
| Non-FTA country — 100% foreign-owned | Commitment to recruit/train at least 300 Vietnamese employees | 5 years, renewable | High — large headcount threshold requires an early staffing plan |
Non-FTA Investors Face Materially Stricter Conditions
Investors without an applicable FTA market-access commitment face a labour-commitment threshold layered on top of the tax-compliance requirement: at least 100 Vietnamese employees for a joint venture with 50% or more foreign capital, and at least 300 for a wholly foreign-owned enterprise. Their BL is capped at five years and must be renewed.
[State Authority Practice / Verification Required]: how rigorously provincial Departments of Industry and Trade scrutinise the recruitment plan in practice — for example, whether a year-by-year hiring schedule is required — should be confirmed once the decree is finalised.
Where the Economic Needs Test Still Applies
A second outlet in the same province or city generally triggers the Economic Needs Test (ENT) under Article 23 of Decree 09/2018/ND-CP, unless the outlet is under 500 square metres and located inside a shopping mall — both conditions must be met simultaneously. An outlet outside a mall, however small, does not qualify for the exemption. This is the single most common planning error among FIEs mapping out a multi-store rollout, and it is analysed in depth in our companion article on the ENT.
Legal Risk If Licensing Conditions Are Skipped Or Misapplied
Three scenarios recur most often in practice: (1) an investor misclassifies its own FTA status — for instance assuming a treaty covers retail when the relevant schedule does not — leading to a rejected filing or a revoked BL after issuance; (2) the labour-recruitment plan is too vague to substantiate the 100/300-employee commitment, triggering repeated requests for supplementary evidence; (3) the outlet opens for trading before the ROL is issued, exposing the enterprise to administrative penalties and suspension.
Risk rating: High for misclassified investor status and pre-licence trading; Medium for an incomplete labour dossier that can still be remedied through supplementary filings.
Application Process in Practice
As a general matter, a BL application comprises an application form, a statement demonstrating compliance with the conditions applicable to the investor’s category, evidence of financial capacity, and a proposed business plan. A separate ROL application is required for each physical location.
The reviewing authority and statutory processing timeline under the new draft [Verification Required] remain unsettled while the text is finalised; enterprises should prepare their dossiers early and work with counsel to align the filing with the final promulgated version rather than a superseded draft.
Hypothetical Scenario: A Japanese Retailer Entering Vietnam
Hypothetical scenario — not based on an actual matter: a Japanese retail group, Japan being a CPTPP signatory alongside Vietnam, plans to open three convenience stores in Hanoi over 18 months.
Because Japan falls within the FTA investor category, the group’s BL — assuming the draft is adopted as currently written — would run for the remaining term of its ERC rather than being capped at five years, and it would not need to meet the 100–300 employee recruitment threshold. Its second and third outlets, however, would still require a separate ENT review unless their size and location qualify for the shopping-mall exemption.
Checklist Before Filing a Retail Outlet Licensing Application in Vietnam
Before filing a retail outlet licensing application in Vietnam, an FIE should confirm five points: the correct investor category (FTA or non-FTA, and whether the relevant FTA actually covers retail); evidence of no overdue tax liability if already operating in Vietnam; for non-FTA investors, a detailed year-by-year Vietnamese recruitment plan meeting the 100 or 300 threshold; the BL renewal calendar if subject to the five-year cap; and confirmation that no outlet opens or signs a long-term lease before the licence is formally issued.
Frequently Asked Questions
Does an FIE need a Business Licence for wholesale trading in Vietnam?
No. Under the current framework, most import, export, and wholesale activity does not require a BL, with lubricating oil as the main exception. The BL is mandatory for retail trade and a defined set of directly related activities.
What if the investor’s FTA does not actually cover retail market access?
The investor must then meet the conditions applicable to the corresponding non-FTA category, including the labour-recruitment threshold. Reviewing the relevant treaty’s services schedule before classifying the investor is essential.
Does a Retail Outlet Licence expire mid-operation and disrupt trading?
There is a real disruption risk if the renewal filing is not made in time, particularly for the five-year non-FTA category. Renewal should begin several months ahead of expiry.
When will the Decree 342/2026/ND-CP take effect?
Decree 09/2018/ND-CP remains applicable through 17 October 2026. Decree 342/2026/ND-CP applies from 18 October 2026, subject to its transitional provisions.
Related Terms
Retail outlet licensing is typically assessed alongside the Business Licence conditions at the initial market-entry stage and the capital-contribution procedures for setting up the licensed entity. For the rules governing a second or subsequent outlet, see our companion analysis of the Economic Needs Test. Official source: Ministry of Industry and Trade portal.
Conclusion
Foreign-invested retailers should treat retail outlet licensing, together with the economic needs test for later outlets, as a workstream that runs in parallel with market entry planning, not a formality to be handled after the lease is signed. Each additional outlet under the Decree 342/2026/ND-CP will still require its own retail outlet licensing file, and preparing that file early materially shortens time to store opening.
IVLF Lawyer advises clients to build retail outlet licensing into the site-selection timeline itself, and to confirm current practice with the Ministry of Industry and Trade before committing to a lease, since retail outlet licensing procedures continue to be clarified as the replacement decree for Decree 09/2018/ND-CP moves toward finalization.
Nguyen Trung Nghia — Founder & Managing Partner
Email: info@ivlf-lawyer.com



Every FDI retail outlet project should start with a retail outlet application Vietnam checklist. Understanding the Decree 342/2026/ND-CP retail licensing conditions early helps a foreign-invested enterprise retail plan secure its retail outlet licence Vietnam without delay, since the retail outlet approval process under the Decree 342/2026/ND-CP remains document-intensive.
Retail Outlet Application Planning Under Decree 342/2026
A foreign-invested enterprise should treat each retail outlet application as a separate project. The company should confirm the proposed location, lease rights, permitted use, business lines, goods portfolio and operational timetable before filing. Inconsistent information across the lease, investment documents and application can delay review.
Location and premises review
The applicant should verify the landlord, land-use purpose, construction status, fire-safety conditions and authority to lease the premises. A commercial address does not automatically prove that the site is suitable for the proposed retail outlet. Shopping-centre documentation and building approvals may also be relevant.
Goods and business-scope review
The enterprise should compare its registered business lines with the products intended for sale. Restricted, conditional or specially regulated goods may require additional licences or product-specific compliance. The retail outlet plan should distinguish ordinary retailing from import, wholesale, e-commerce and other distribution activities.
Economic needs and market information
Where an economic needs assessment or similar review applies, the dossier should present consistent information on market area, existing outlets, business scale, contribution to local development and operational capacity. Supporting data should be current, sourced and aligned with the proposed store format.
Operational readiness
A licensing dossier is stronger when the business plan explains staffing, inventory, supply chain, consumer protection, invoicing, tax, data and product-compliance procedures. The authority may need to understand how the retail outlet will operate lawfully after approval, not only where it will be located.
Retail Outlet Compliance Checklist
- Confirm the current enterprise and investment registration information.
- Verify that distribution and retail business lines are properly recorded.
- Review the lease, landlord rights and permitted use of the premises.
- Map the goods portfolio against conditional-business requirements.
- Prepare accurate market and financial information where required.
- Align the opening timetable with licensing, construction and fit-out work.
- Plan fire safety, signage, labour, tax and consumer-protection compliance.
- Maintain a document register and respond consistently to authority requests.
Frequently Asked Questions
Does one licence cover every retail outlet?
Not necessarily. The enterprise should check the approval requirement for each location and any transition rules applicable to existing outlets.
Can fit-out work begin before licensing is complete?
Commercially, parties sometimes plan work in parallel, but the lease and project timetable should allocate the risk that the licence is delayed, conditioned or refused.
Does an online store require the same retail outlet approval?
Online retailing and a physical retail outlet may be subject to different requirements. The company should review e-commerce, distribution and physical-location rules separately.
What documents commonly cause delay?
Premises documents, inconsistent business scopes, incomplete financial information and unclear goods lists are common sources of questions.
Should the lease be conditional?
A licence-related condition, long-stop date and allocation of fit-out costs can reduce exposure if the retail outlet cannot open as planned.
Post-Licensing Controls
After approval, the company should monitor licence conditions, location changes, goods expansion and reporting obligations. Material operational changes may require notification or amendment before implementation.
Management should keep the licence, lease, premises approvals and product records available for inspection. A compliance calendar helps the retail outlet maintain required filings and renewals.
Official Sources and IVLF Guidance
Current legal texts should be verified through the Government of Vietnam legal document portal and
Enactment update — 7 September 2026: Decree No. 342/2026/ND-CP was issued on 3 September 2026 and takes effect on 18 October 2026. From that date it replaces Decree No. 09/2018/ND-CP and repeals Article 36 of Decree No. 146/2025/ND-CP. Applications received before the effective date continue under the transitional rules stated in Article 44.

A foreign-invested enterprise that opens its first Vietnamese storefront without a valid retail outlet licence — or misapplies the wrong licensing track — risks suspension of trading, revocation of its Investment Registration Certificate, and the sunk cost of fit-out, staffing, and inventory already committed to the site.
Vietnam has now promulgated the replacement framework. Decree No. 342/2026/ND-CP was issued on 3 September 2026 and takes effect on 18 October 2026, when it replaces Decree No. 09/2018/ND-CP. The new conditions distinguish treaty-covered investors from investors without an applicable market-opening commitment and update the licensing, consultation and reporting framework.
For general counsel and boards planning a Vietnamese retail rollout, this article sets out the transition from Decree 09/2018/ND-CP to Decree 342/2026/ND-CP, where the Economic Needs Test (ENT) still bites, and where FIEs most often misjudge their filings.
Business Licence Versus Retail Outlet Licence: Two Separate Approvals
Under the current framework (Decree 09/2018/ND-CP), a foreign-invested economic organisation does not need a Business Licence (BL) for most import, export, and wholesale activity — lubricating oil being the notable exception. Retail trade and a defined set of directly related activities, however, remain subject to a mandatory BL.
Opening a physical storefront additionally requires a separate Retail Outlet Licence (ROL) for each location. Holding an Investment Registration Certificate (IRC) and an Enterprise Registration Certificate (ERC) does not, by itself, authorise retail trading or the opening of an outlet — a point that continues to trip up first-time entrants to the Vietnamese market.
What Decree 342/2026/ND-CP Changes
Decree 09/2018/ND-CP took effect on 15 January 2018, replacing Decree 23/2007/ND-CP, and governs goods-trading activity and directly related activities of foreign investors and foreign-invested economic organisations in Vietnam.
Decree 342/2026/ND-CP will extend distribution rights to goods processed or manufactured in Vietnam (not only domestically produced goods) and rewrites the BL and ROL conditions to track more closely whether the investor’s home jurisdiction has a free trade agreement (FTA) with Vietnam.
Licensing Conditions Under Decree 342/2026/ND-CP: FTA Versus Non-FTA Investors
Under Decree 342/2026/ND-CP, investors from countries or territories party to an international treaty to which Vietnam is a signatory — notably the EVFTA, CPTPP, UKVFTA, and the VN-UAE CEPA — benefit from materially lighter conditions than investors from jurisdictions without a relevant market-opening commitment for retail.
FTA-origin investors must meet their treaty’s market-access commitments (for example under the WTO Services Schedule or the EVFTA), have no overdue tax liabilities if operating in Vietnam for over a year, and maintain competitive capacity consistent with domestic regulation. The material benefit is duration: their BL runs for the remaining term of the ERC rather than a fixed number of years, avoiding a periodic renewal cycle.
| Investor category | Core condition | BL duration | Risk if unmet |
|---|---|---|---|
| FTA country (EVFTA, CPTPP, UKVFTA, VN-UAE CEPA) | Meets treaty market-access commitment; no overdue tax (if operating ≥1 year) | Remaining term of ERC | Moderate — additional evidence of treaty coverage often requested |
| Non-FTA country — joint venture (≥50% foreign capital) | Commitment to recruit/train at least 100 Vietnamese employees | 5 years, renewable | High — inadequate labour commitment is a common rejection ground |
| Non-FTA country — 100% foreign-owned | Commitment to recruit/train at least 300 Vietnamese employees | 5 years, renewable | High — large headcount threshold requires an early staffing plan |
Non-FTA Investors Face Materially Stricter Conditions
Investors without an applicable FTA market-access commitment face a labour-commitment threshold layered on top of the tax-compliance requirement: at least 100 Vietnamese employees for a joint venture with 50% or more foreign capital, and at least 300 for a wholly foreign-owned enterprise. Their BL is capped at five years and must be renewed.
[State Authority Practice / Verification Required]: how rigorously provincial Departments of Industry and Trade scrutinise the recruitment plan in practice — for example, whether a year-by-year hiring schedule is required — should be confirmed once the decree is finalised.
Where the Economic Needs Test Still Applies
A second outlet in the same province or city generally triggers the Economic Needs Test (ENT) under Article 23 of Decree 09/2018/ND-CP, unless the outlet is under 500 square metres and located inside a shopping mall — both conditions must be met simultaneously. An outlet outside a mall, however small, does not qualify for the exemption. This is the single most common planning error among FIEs mapping out a multi-store rollout, and it is analysed in depth in our companion article on the ENT.
Legal Risk If Licensing Conditions Are Skipped Or Misapplied
Three scenarios recur most often in practice: (1) an investor misclassifies its own FTA status — for instance assuming a treaty covers retail when the relevant schedule does not — leading to a rejected filing or a revoked BL after issuance; (2) the labour-recruitment plan is too vague to substantiate the 100/300-employee commitment, triggering repeated requests for supplementary evidence; (3) the outlet opens for trading before the ROL is issued, exposing the enterprise to administrative penalties and suspension.
Risk rating: High for misclassified investor status and pre-licence trading; Medium for an incomplete labour dossier that can still be remedied through supplementary filings.
Application Process in Practice
As a general matter, a BL application comprises an application form, a statement demonstrating compliance with the conditions applicable to the investor’s category, evidence of financial capacity, and a proposed business plan. A separate ROL application is required for each physical location.
The reviewing authority and statutory processing timeline under the new draft [Verification Required] remain unsettled while the text is finalised; enterprises should prepare their dossiers early and work with counsel to align the filing with the final promulgated version rather than a superseded draft.
Hypothetical Scenario: A Japanese Retailer Entering Vietnam
Hypothetical scenario — not based on an actual matter: a Japanese retail group, Japan being a CPTPP signatory alongside Vietnam, plans to open three convenience stores in Hanoi over 18 months.
Because Japan falls within the FTA investor category, the group’s BL — assuming the draft is adopted as currently written — would run for the remaining term of its ERC rather than being capped at five years, and it would not need to meet the 100–300 employee recruitment threshold. Its second and third outlets, however, would still require a separate ENT review unless their size and location qualify for the shopping-mall exemption.
Checklist Before Filing a Retail Outlet Licensing Application in Vietnam
Before filing a retail outlet licensing application in Vietnam, an FIE should confirm five points: the correct investor category (FTA or non-FTA, and whether the relevant FTA actually covers retail); evidence of no overdue tax liability if already operating in Vietnam; for non-FTA investors, a detailed year-by-year Vietnamese recruitment plan meeting the 100 or 300 threshold; the BL renewal calendar if subject to the five-year cap; and confirmation that no outlet opens or signs a long-term lease before the licence is formally issued.
Frequently Asked Questions
Does an FIE need a Business Licence for wholesale trading in Vietnam?
No. Under the current framework, most import, export, and wholesale activity does not require a BL, with lubricating oil as the main exception. The BL is mandatory for retail trade and a defined set of directly related activities.
What if the investor’s FTA does not actually cover retail market access?
The investor must then meet the conditions applicable to the corresponding non-FTA category, including the labour-recruitment threshold. Reviewing the relevant treaty’s services schedule before classifying the investor is essential.
Does a Retail Outlet Licence expire mid-operation and disrupt trading?
There is a real disruption risk if the renewal filing is not made in time, particularly for the five-year non-FTA category. Renewal should begin several months ahead of expiry.
When will the Decree 342/2026/ND-CP take effect?
Decree 09/2018/ND-CP remains applicable through 17 October 2026. Decree 342/2026/ND-CP applies from 18 October 2026, subject to its transitional provisions.
Related Terms
Retail outlet licensing is typically assessed alongside the Business Licence conditions at the initial market-entry stage and the capital-contribution procedures for setting up the licensed entity. For the rules governing a second or subsequent outlet, see our companion analysis of the Economic Needs Test. Official source: Ministry of Industry and Trade portal.
Conclusion
Foreign-invested retailers should treat retail outlet licensing, together with the economic needs test for later outlets, as a workstream that runs in parallel with market entry planning, not a formality to be handled after the lease is signed. Each additional outlet under the Decree 342/2026/ND-CP will still require its own retail outlet licensing file, and preparing that file early materially shortens time to store opening.
IVLF Lawyer advises clients to build retail outlet licensing into the site-selection timeline itself, and to confirm current practice with the Ministry of Industry and Trade before committing to a lease, since retail outlet licensing procedures continue to be clarified as the replacement decree for Decree 09/2018/ND-CP moves toward finalization.
Nguyen Trung Nghia — Founder & Managing Partner
Email: info@ivlf-lawyer.com



Every FDI retail outlet project should start with a retail outlet application Vietnam checklist. Understanding the Decree 342/2026/ND-CP retail licensing conditions early helps a foreign-invested enterprise retail plan secure its retail outlet licence Vietnam without delay, since the retail outlet approval process under the Decree 342/2026/ND-CP remains document-intensive.
Retail Outlet Application Planning Under Decree 342/2026
A foreign-invested enterprise should treat each retail outlet application as a separate project. The company should confirm the proposed location, lease rights, permitted use, business lines, goods portfolio and operational timetable before filing. Inconsistent information across the lease, investment documents and application can delay review.
Location and premises review
The applicant should verify the landlord, land-use purpose, construction status, fire-safety conditions and authority to lease the premises. A commercial address does not automatically prove that the site is suitable for the proposed retail outlet. Shopping-centre documentation and building approvals may also be relevant.
Goods and business-scope review
The enterprise should compare its registered business lines with the products intended for sale. Restricted, conditional or specially regulated goods may require additional licences or product-specific compliance. The retail outlet plan should distinguish ordinary retailing from import, wholesale, e-commerce and other distribution activities.
Economic needs and market information
Where an economic needs assessment or similar review applies, the dossier should present consistent information on market area, existing outlets, business scale, contribution to local development and operational capacity. Supporting data should be current, sourced and aligned with the proposed store format.
Operational readiness
A licensing dossier is stronger when the business plan explains staffing, inventory, supply chain, consumer protection, invoicing, tax, data and product-compliance procedures. The authority may need to understand how the retail outlet will operate lawfully after approval, not only where it will be located.
Retail Outlet Compliance Checklist
- Confirm the current enterprise and investment registration information.
- Verify that distribution and retail business lines are properly recorded.
- Review the lease, landlord rights and permitted use of the premises.
- Map the goods portfolio against conditional-business requirements.
- Prepare accurate market and financial information where required.
- Align the opening timetable with licensing, construction and fit-out work.
- Plan fire safety, signage, labour, tax and consumer-protection compliance.
- Maintain a document register and respond consistently to authority requests.
Frequently Asked Questions
Does one licence cover every retail outlet?
Not necessarily. The enterprise should check the approval requirement for each location and any transition rules applicable to existing outlets.
Can fit-out work begin before licensing is complete?
Commercially, parties sometimes plan work in parallel, but the lease and project timetable should allocate the risk that the licence is delayed, conditioned or refused.
Does an online store require the same retail outlet approval?
Online retailing and a physical retail outlet may be subject to different requirements. The company should review e-commerce, distribution and physical-location rules separately.
What documents commonly cause delay?
Premises documents, inconsistent business scopes, incomplete financial information and unclear goods lists are common sources of questions.
Should the lease be conditional?
A licence-related condition, long-stop date and allocation of fit-out costs can reduce exposure if the retail outlet cannot open as planned.
Post-Licensing Controls
After approval, the company should monitor licence conditions, location changes, goods expansion and reporting obligations. Material operational changes may require notification or amendment before implementation.
Management should keep the licence, lease, premises approvals and product records available for inspection. A compliance calendar helps the retail outlet maintain required filings and renewals.
Official Sources and IVLF Guidance
Current legal texts should be verified through the Government of Vietnam legal document portal and the Ministry of Industry and Trade. Related IVLF resources include FDI company establishment, company incorporation and legal support in Vietnam.
Preparing for Authority Questions
The applicant should assign one team to coordinate responses so that legal, financial, premises and operational information remains consistent. Each clarification should identify the question, responsible person, supporting document and submission deadline. Uncoordinated responses can create new inconsistencies in the retail outlet dossier.
Where a business plan changes during review, the company should update every affected part of the application rather than correcting only one document. Changes to location, floor area, goods, investment budget or opening schedule may affect the authority assessment and the commercial lease.
Opening and ongoing review
Before opening, management should confirm that the licence conditions, premises approvals, signage, invoicing systems and product records are operational. Staff should understand consumer-protection and complaint-handling procedures. The retail outlet should operate within the goods and activities actually approved.
Periodic compliance reviews should compare actual operations with the licence and registered business scope. A proposed expansion, relocation or change in product mix should be reviewed before commitments are made. This approach helps the retail outlet avoid preventable amendment or enforcement issues.
the Ministry of Industry and Trade. Related IVLF resources include FDI company establishment, company incorporation and legal support in Vietnam.


