Trading Company in Vietnam: Business Licence, Retail Outlets and ENT under Decree 342/2026

Updated: 10 October 2026 · IVLF Advisors

A foreign-invested trading company in Vietnam can hold a valid enterprise registration certificate (ERC) and still be unable to open a single store. The missing layer is usually the trade licence, and that layer was rewritten on 3 September 2026, when the Government issued Decree 342/2026/NĐ-CP. For legal teams the consequence is practical: a licensing plan drafted around Decree 09/2018/NĐ-CP may now cite the wrong instrument, the wrong authority or the wrong timetable.

This article maps the instruments, the activities that need a Vietnam business license, import export rights, the retail outlet regime and the economic needs test (ENT). It then compares the entry structures a distribution company Vietnam investors typically build.

Regulatory update as of 10 October 2026: Decree 342/2026/NĐ-CP, issued 3 September 2026, now regulates goods trading by foreign investors. Decree 09/2018/NĐ-CP was the previous framework. The effective date, any repeal of Decree 09/2018 and the treatment of existing licences are [State Authority Practice / Verification Required]. Confirm them before filing.

Trading company in Vietnam: Decree 342/2026 against Decree 09/2018

Decree 342/2026/NĐ-CP guides the Commercial Law and the Law on Foreign Trade Management on goods trading and related activities by foreign investors and foreign-invested enterprises (FIEs). Decree 09/2018/NĐ-CP covered the same ground. Our reading of Decree 342 reaches Article 36; the final provisions, the effective date and annexed forms 01 to 13 were not reviewed.

A trading company in Vietnam therefore holds up to four separate instruments, each with its own authority and trigger.

An ERC listing wholesale and retail codes does not by itself authorise an FIE to retail.

Which text governs a trading company in Vietnam today

Do not assert that Decree 09/2018 has been repealed, and do not treat it as the sole current rule. Until the effective date and the transitional clause are confirmed, ask the receiving authority in writing which text it applies to a pending or new application. Keep that reply in the file.

Existing licences should be assumed valid but not assumed immune. Confirm whether renewal, amendment or re-issue will be processed under the new decree.

Three practical consequences follow for a trading company in Vietnam that is already operating. First, board papers and lender covenants that cite Decree 09/2018 as the licensing basis should be re-read. Second, outlet expansion plans should be re-timed against the statutory periods summarised below. Third, any licence application filed between 3 September 2026 and the confirmed effective date should carry a covering letter recording the legal basis relied on.

Vietnam business license: which activities a trading company in Vietnam must license

Under Article 5 of Decree 342/2026, a business licence (Giấy phép kinh doanh) is required for retail distribution, import and wholesale of certain goods, certain logistics services, leasing (excluding finance leasing), trade promotion (excluding advertising), trade intermediary services, bidding services and the operation of e-commerce platforms. The platform category covers intermediary platforms, e-commerce social networks and integrated platforms. Other activities need only registration under investment and enterprise law (Art. 6).

The practical test is simple: if the company will sell to consumers, or will operate a platform where others sell, assume a licence is needed and work backwards. If it only imports for its own group or sells to licensed distributors, the answer may be registration alone, subject to the goods list.

Where foreign investors control the operator of a “large digital platform”, the Ministry of Public Security and the Ministry of National Defence are consulted (Art. 8). That matters to any trading company in Vietnam that plans a marketplace layer.

Eligibility and validity of the licence

Article 9 separates investors by origin. Investors from WTO members must meet Vietnam’s commitments and, if the company has been established for at least one year, have no overdue tax. Investors from non-members must also show consistency with sector law and with domestic competition. Non-WTO investors face consultation with the provincial People’s Committee.

Under Article 10, the licence is valid for five years for non-member and special cases, and otherwise for the term of the enterprise registration. Calendar the five-year expiry for non-member investors.

Import export rights Vietnam: what the licence does not control

Import export rights Vietnam extends to FIEs derive from WTO commitments and free trade agreements, applied through the investment and trade regimes. Decree 342 requires a licence only for import and wholesale of “certain goods”; for other goods, registration under investment and enterprise law is enough (Art. 6). The goods list and the treaty schedule must be checked line by line [State Authority Practice / Verification Required].

The licence does not replace sector permits. Customs procedure, product registration, labelling and import permits for specific goods remain separate. From 1 March 2027, Law 24/2026/QH16 replaces the conditional business lines list with a new list of 137 lines; existing licences remain valid until expiry.

Issuing authority and security review for a trading company in Vietnam

The provincial People’s Committee where the head office is located issues business licences; the committee where an outlet is located issues outlet licences (Art. 8). The Ministry of Industry and Trade proposed the decree and maintains the national database (Art. 3). The Ministry of Public Security and the Ministry of National Defence are consulted on security.

Article 8(3)(c) sets national-security review thresholds. A review is triggered by 100 outlets under 500 m², 50 outlets of 500 m² to under 3,000 m², or 30 outlets of 3,000 m² or more. A chain plan should be tested against all three thresholds before the rollout schedule is fixed.

Retail outlet license for a trading company in Vietnam: formats and lease terms

Chapter III regulates the retail outlet license. Article 3 defines the formats: a convenience store is under 300 m², a mini supermarket up to 500 m², and a supermarket above 500 m². A shopping centre is licensed under investment and construction law.

For the first outlet, Article 21 asks for no overdue tax (where the company is at least a year old) and a compliant site, covering land, planning, fire safety, traffic and environment. Under Article 24 the licence term is tied to the IRC or the site lease, whichever is shorter, and goods-related terms run up to five years.

Article 5(6)(c) is a useful bridge. A company that has received foreign capital may keep operating its existing outlets while its licence is pending, for a maximum of 12 months. This matters in acquisitions, where the target stores are already trading.

Lease conditionality

Because every retail outlet license is site-specific, a trading company in Vietnam should make the lease depend on it, using these terms:

• conditions precedent tied to the outlet licence, and to the business licence where not yet held;
• a rent-free fit-out period sized to the statutory and practical timetable;
• termination with deposit refund if the licence is refused; and
• landlord warranties on planning consistency and fire safety.

Our corporate and commercial practice negotiates these terms alongside the licence filing.

The ENT and the statutory timetable for a trading company in Vietnam

For a trading company in Vietnam, the ENT applies to investors from countries that have no WTO commitment to abolish it, and to outlets beyond the first, with exemptions (Arts. 22, 23, 27). The principal exemption covers outlets under 500 m² inside a shopping centre, but not convenience stores, mini supermarkets or supermarkets.

The assessment area is commune level below 5,000 m² and provincial level at 5,000 m² or above. Criteria include market stability, impact on traditional markets, local needs, socio-economic contribution and security. The provincial People’s Committee sets up an ENT Council that includes representatives of the Department of Industry and Trade.

The statutory sums are shorter on paper than the 1 to 3 months commonly quoted, and that figure is market practice [State Authority Practice / Verification Required].

Filing sequence for a trading company in Vietnam

The licences are cumulative, so sequencing drives the launch date. A workable order is:

1. Screen the goods list, channels and outlet formats against Appendix I of Decree 96/2026/NĐ-CP, treaty commitments and Decree 342/2026.
2. Form the entity through the IRC and ERC, or the ERC first with the market access commitment.
3. Open the capital account and contribute charter capital within the statutory period.
4. File the business licence with the provincial People’s Committee of the head-office province.
5. File each outlet licence, with the ENT where it applies, before opening.

The binding constraint for a retailer is normally the outlet licence, not the IRC. Evidence of site compliance and planning consistency should therefore be gathered before the lease is signed.

Distribution company Vietnam: structuring risk matrix

A wholly owned trading company in Vietnam is not the only route, and not always the best one. Ratings below are IVLF’s assessment of regulatory risk for a typical consumer-goods business.

Under Article 19.2 of the Law on Investment 2025, the company may be formed before the IRC if market access conditions are met. That shortens the path to a legal entity, but it does not shorten the trade licences. The full incorporation sequence is covered in our guide to company incorporation in Vietnam.

Frequently Asked Questions

Does a trading company in Vietnam need a business licence?

Yes for retail distribution, import and wholesale of certain goods, e-commerce platforms and other listed activities (Decree 342/2026, Art. 5). Other activities need only registration under investment and enterprise law.

Is Decree 09/2018 still the rule for a trading company in Vietnam?

Decree 342/2026, issued 3 September 2026, now regulates the subject. Its effective date, any repeal of Decree 09/2018 and transitional treatment are unconfirmed. Verify before filing.

Does every store of a trading company in Vietnam need a retail outlet license?

Yes, each outlet is licensed by site under Chapter III, by the provincial People’s Committee where it is located (Art. 8). Additional outlets may also face the ENT.

Which outlets are exempt from the ENT?

Outlets under 500 m² inside a shopping centre, but not convenience stores, mini supermarkets or supermarkets (Art. 27). The first outlet is generally outside the test for WTO-country investors.

Can a trading company in Vietnam keep trading while its licence is pending?

A company that received foreign capital may keep operating existing outlets for up to 12 months while its licence is pending (Art. 5(6)(c)). New outlets cannot open early.

Conclusion

For any trading company in Vietnam, obtain written confirmation of which decree applies, map the goods list and outlet formats against Decree 342/2026, and make every lease conditional on its outlet licence.

This article provides general information as of 10 October 2026 and does not constitute legal advice on any specific matter. Obtain advice on your facts before acting.