Vietnam Retail FDI Business License: Navigating Decree 342/2026 and the ENT Exemption

Updated: 10 October 2026 · IVLF Advisors

A foreign-invested company can hold an enterprise registration certificate (ERC) and an investment registration certificate (IRC) and still be unable to sell a single item at retail. The missing layer is the Vietnam retail FDI business license, together with a retail outlet licence for each store and, in some cases, an economic needs test (ENT).

This article is written for general counsel and investors. It maps each layer of the Vietnam retail FDI business license to its pinpoint authority in Decree 342/2026/NĐ-CP, identifies who issues each licence, sets statutory time limits against market practice, and ends with a risk matrix and a sequencing strategy.

Instrument map: Decree 342/2026 and the Vietnam retail FDI business license

Regulatory update as of 10 October 2026: Decree 342/2026/NĐ-CP, issued on 3 September 2026, guides the Commercial Law and the Law on Foreign Trade Management on goods trading and related activities by foreign investors, and now regulates the subject. 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 [Verification Required]. Do not describe Decree 09/2018 as repealed, or as the only current rule.

Three layers behind a Vietnam retail FDI business license

Layer 1: market access, ERC and IRC

Under the Law on Investment No. 143/2025/QH15, a foreign investor may establish a company before obtaining the IRC (Article 19.2), subject to market access conditions, and the IRC itself is required for foreign-investor projects (Article 26.1). Decree 296/2026/NĐ-CP requires the dossier to include a commitment to satisfy market access conditions. Neither the ERC nor the IRC authorises goods trading, so neither replaces a Vietnam retail FDI business license.

Layer 2: the business licence (Articles 5, 6, 8, 9, 10)

Under Article 5 of Decree 342/2026, a business licence is required for retail distribution, import and wholesale of certain goods, certain logistics, leasing (excluding finance leasing), trade promotion (excluding advertising), trade intermediary services, e-commerce platform operation and bidding services. Other activities need only registration under investment and enterprise law (Article 6).

Article 9 sets eligibility: investors from WTO members must meet their commitments and have no overdue tax if established for at least one year; non-members must also show consistency with sector law and domestic competition. Under Article 10, a licence lasts five years for non-WTO investors and special cases, and otherwise matches the enterprise registration term. Article 8 vests issuance in the provincial People’s Committee of the head-office province, with the Ministry of Public Security and Ministry of National Defence consulted on security.

Investor nationality and the licence route

The investor’s home jurisdiction shapes the whole Vietnam retail FDI business license file. WTO-member investors are assessed against their commitments, while non-members face the additional tests in Article 9 and consultation with the provincial People’s Committee. The same distinction decides whether the first outlet is ENT-free. Where a group has several potential investors, selecting the vehicle’s shareholder with the most favourable status is a structuring decision, not a drafting detail, and should be settled before the ERC is filed.

Layer 3: the retail outlet license Vietnam requires per store

Chapter III covers the retail outlet licence Vietnam requires for each point of sale. Article 3 classifies convenience stores below 300 m², mini supermarkets up to 500 m², supermarkets above 500 m² and shopping centres licensed under investment and construction law. For the first outlet, Article 21 requires no overdue tax (if established for at least one year) and a compliant site: land, planning, fire safety, traffic and environment. Under Article 24, the outlet licence runs for the shorter of the IRC term and the site lease, with goods-related terms of up to five years. The outlet licence is issued by the provincial People’s Committee of the outlet’s location (Article 8).

Distribution rights Vietnam and the Ministry of Industry and Trade

Distribution rights Vietnam are not a single permission. Import, wholesale and retail are separate activities, and the same goods can attract different conditions (Article 5). Declare the goods list and channels at the outset; adding goods later is an amendment, which must be filed within 10 working days of the change.

The role of the Ministry of Industry and Trade is easy to misdescribe. It proposed the decree and maintains the national database (Article 3), but it is not the issuing authority under Article 8. Provincial People’s Committees issue the licences. The provincial Department of Industry and Trade (Sở Công Thương) appears through its representatives on the ENT Council. Counsel should address correspondence and meetings accordingly, and treat older documents naming the Department as the issuer as superseded by Article 8. Early informal contact with the Department can still help the ENT file, but it creates no entitlement.

ENT exemption Vietnam: triggers, exemptions and the file

When the ENT is triggered

Under Articles 22, 23 and 27, the ENT applies to investors from countries without a WTO commitment to abolish it, and to outlets beyond the first, subject to exemptions. The assessment area is commune-level for outlets below 5,000 m² and provincial-level from 5,000 m². Criteria include market stability, effect on traditional markets, local needs, socio-economic contribution and security.

Exemption routes

The principal ENT exemption Vietnam recognises is for outlets below 500 m² inside a shopping centre; convenience stores, mini supermarkets and supermarkets are excluded from it. Format design therefore matters: a 200 m² boutique inside a mall follows a different path from a 200 m² stand-alone store, and a store that crosses 500 m² loses the route altogether.

Building an ENT file

The provincial People’s Committee sets up the ENT Council, which includes Department of Industry and Trade representatives. A defensible file addresses each criterion with local data: density of comparable outlets, traditional market proximity, employment and sourcing commitments. Pre-file engagement is practice, not a statutory step [State Authority Practice / Verification Required]. National-security review thresholds in Article 8(3)(c) (100 outlets below 500 m², 50 outlets of 500 to under 3,000 m², or 30 outlets of 3,000 m² or more) should be modelled against the three-year roll-out from the outset.

E-commerce FDI Vietnam: platform operation under Article 5

E-commerce FDI Vietnam structures avoid the shop lease, not the Vietnam retail FDI business license or its platform equivalent. Article 5 lists operation of e-commerce platforms, covering intermediary platforms, e-commerce social networks and integrated platforms, among the licensed activities. An FIE selling only its own goods through its own website, or through a third-party marketplace, must still be permitted to distribute those goods; which licence applies to each configuration needs case-by-case analysis [Verification Required]. Foreign control of a “large digital platform” operator triggers consultation with the Ministries of Public Security and National Defence (Article 8).

Processing times: statutory stages and practice

The statutory stages below come from Articles 12, 26, 27, 33 and 35 as read. They are cumulative working-day sums, exclude time for supplementing the dossier, and may run sequentially or in parallel [Verification Required].

Market practice has been one to three months for this licensing layer after the ERC [State Authority Practice / Verification Required]. The statutory sums are shorter on paper. Use the practice range for the revenue plan and the statutory clock for written follow-up. If a consulted agency is slow, ask the authority in writing which stage is running; time spent supplementing the dossier does not count, so a complete first filing is the cheapest way to shorten a Vietnam retail FDI business license timetable.

Keeping the Vietnam retail FDI business license valid: amendment, renewal, reissue

A Vietnam retail FDI business license is a living permission. Adding goods, changing the head office or altering the network triggers an amendment, which is filed within 10 working days of the change and decided in three to five working days. Renewal applications may be filed up to three months before expiry and are decided in 10 working days; a lost licence is reissued in five. Because outlet licences run for the shorter of the IRC term and the lease, every lease renewal or IRC adjustment should be tracked against the licence calendar. The Corporate Practice Team keeps this calendar as part of its retainer.

Risk matrix for the Vietnam retail FDI business license

Article 5(6)(c) offers some relief: a company that has received foreign capital may keep operating existing outlets while its licence is pending, for up to 12 months [verify applicability].

Sequencing a Vietnam retail FDI business license application

Company first, IRC later

Article 19.2 of the Law on Investment lets the investor form the company first. That helps timing, because the lease, staff and accounts can be set up while the licence file is prepared, but it does not authorise trading. Our company incorporation team usually runs the ERC and the licence file in parallel and times the lease signature to the licence.

Acquiring an existing trading company

Buying a Vietnamese company does not automatically transfer its licence position to a foreign buyer; the licence is examined against Article 9 [Verification Required]. Capital contribution or share purchase does not need an IRC (Law on Investment, Article 26.2) but may need prior registration under Article 21.3. Our corporate and commercial practice structures these acquisitions.

Frequently Asked Questions

Is an ERC enough to start retail sales under a Vietnam retail FDI business license regime?

No. A Vietnam retail FDI business license and an outlet licence are both needed under Decree 342/2026, subject to any transitional right to keep operating existing outlets [Verification Required].

Who issues the Vietnam retail FDI business license?

The provincial People’s Committee of the head-office province issues the Vietnam retail FDI business license; the committee where the outlet sits issues the outlet licence (Article 8).

Does every new store require an economic needs test?

Not every store. The ENT applies to outlets beyond the first and to certain investors, with an exemption for outlets below 500 m² inside shopping centres (Article 27).

Do online sales by an FIE need a business licence?

Operating an e-commerce platform does (Article 5). Selling through someone else’s platform depends on the goods and activity [Verification Required].

Has Decree 342/2026 replaced Decree 09/2018?

The effective date, repeal clause and transitional treatment are not confirmed; verify before filing [Verification Required].

Conclusion

Before signing a lease, map the Vietnam retail FDI business license, the outlet licences and any ENT for the full roll-out, and confirm the effective date of Decree 342/2026 in writing. IVLF supports each step, from the licence file to work permits for foreign managers and the capital account that funds the stores.

This article provides general information on Vietnamese law as of 10 October 2026 and is not legal advice for any specific matter. Outcomes depend on the facts and the practice of the licensing authority.