Business Licenses, Retail Outlets and E-Commerce: 7 Points under Decree 342/2026/ND-CP on FDI Trading

A foreign-invested company may want to open a store, sell directly to consumers or add a marketplace to its website. Each decision can change the permissions it needs in Vietnam, even when the company is already registered and operating.

This framework is set out in Decree 342/2026/ND-CP on FDI trading, which regulates goods trading and directly related activities of foreign investors and foreign-invested economic organizations in Vietnam. Issued on September 3, 2026 and effective from October 18, 2026, it replaces Decree 09/2018/ND-CP.

The update follows the 2025 Investment Law and brings rules dating from 2018 into the current legal setting. Its provisions cover physical stores and specified digital platforms, with requirements for market access, licensing and continuing supervision. In our reading, this is an update to the regulation of foreign-invested trading, not a new business license for every company.

The Business License discussed here is the specific license for listed trading and related activities. It is separate from company registration and investment-project registration. Trading companies and retailers are a central audience, along with certain service and platform operators. A business does not need this particular license simply because it has a foreign shareholder.

Quick Reference

From October 18, 2026, the updated framework governs foreign-invested goods trading and specified related activities. Retail and listed services require a Business License, while covered stores also need outlet licenses. Ownership changes, acquisitions and new sales channels may affect those permissions. Existing licenses generally remain valid for their licensed activities, subject to their terms and conditions. Management should track outlet expiry dates and arrange periodic reports before January 15 and July 15. Licensing should be addressed early when expanding or acquiring a business.

Seven Key Points for Management

The Sales Model Determines the Licensing Position

A company importing goods and supplying Vietnamese resellers may have a different licensing position from one selling the same goods directly to consumers. Qualifying export, import and wholesale activities outside the licensing list may proceed after the required registration, subject to market-access and goods rules. Retail and specified related services require the Business License.

The distinction depends on the actual transaction. A sale to another company can still be retail when that company buys the goods for its own use. Management should therefore understand who the customers are and how the goods reach them before assuming that an existing import or wholesale activity covers a new sales channel.

The Investor and Goods Affect Market Access

The foreign ownership and market access in Vietnam assessment depends on the investor’s nationality, applicable treaty commitments and the proposed goods or services. Approval for one product range should not be treated as permission to trade every type of goods.

Ownership also needs to be understood through the investment chain. The Investment Law brings certain indirectly foreign-owned organizations within the relevant procedures. Its more-than-50% ownership test does not exempt a company with direct foreign ownership of 50% or less from the Business License requirement for listed activities. A Vietnamese company between the overseas investor and the operating business does not necessarily remove the foreign-investment requirements.

The provincial People’s Committee where the company has its head office is the Business License authority. Outlet licensing belongs to the committee where the store is located. A business expanding across provinces should allow for the separate decisions involved.

Business Changes May Require License Changes

A company can gradually move beyond the activity described when it first obtained its license. A new product line, a different sales model or a change in ownership may require an adjustment or reissuance. Updating the company’s registration records does not automatically update its trading permissions.

An acquisition or restructuring may also involve enterprise-registration and beneficial-ownership updates under Decree 296/2026/ND-CP. These are separate obligations, although the information should be consistent across the records. Management can arrange a coordinated review when the transaction is being planned, rather than discovering later that one set of records has been left behind.

Store Expansion and Acquisitions Need Early Attention

Permission to conduct retail business does not replace the license for a covered retail outlet. The proposed store must also meet the relevant premises and operating conditions. This is worth considering before management commits to a location or agrees an opening date.

For outlets beyond the first, the Economic Needs Test may be relevant. Treaty-based relief depends on the investor’s nationality and entitlement to the applicable commitment. A separate exception applies where the store is under 500 square meters, inside a shopping center, and is not a convenience store, mini-supermarket or supermarket. All three conditions must be met for this exception. These are different grounds for relief, and neither removes the outlet-licensing requirement. Large retail networks can also require national-security consultation in specified licensing cases.

When buying a Vietnamese company with existing stores, the licensing timetable should be considered before completion. Where the outlet-continuation procedure applies, the application is due within 30 days of the investor’s confirmation of eligibility for the capital contribution or share or capital acquisition, as recorded in the relevant authority notice or legal document. Existing outlets may continue during licensing for up to 12 months from the relevant document or confirmation date. That longer period does not extend the filing deadline.

Online Retail and Platform Operation Are Different Businesses

Selling the company’s own stock through a website can be a retail activity. Allowing other sellers to trade through that website introduces a different business model and requires a separate licensing assessment. The Decree addresses intermediary e-commerce platforms, social networks conducting e-commerce and integrated commerce platforms.

This distinction is particularly relevant when an online retailer plans to expand into a marketplace. Management should consider the platform activity before inviting third-party sellers onto the service. Foreign control of an operator classified as a covered large digital platform can also trigger national-security consultation. The trading license does not replace the other e-commerce obligations applying to the website or platform.

A License Needs Attention Throughout Operations

An outlet license is tied to the shorter remaining term of the relevant Investment Registration Certificate, where applicable, and the premises lease. A short lease can therefore affect how long the store is licensed to operate. The renewal application belongs in the three months before expiry, and the activity ends if the license expires without a renewal request.

Periodic reports must be submitted before January 15 and July 15, and the reporting duties are not limited to Business License holders. Management should include these dates in the company’s compliance calendar. Suspension requirements also continue during operations. A decision to leave an activity or store inactive should receive legal attention, because an unreported stoppage of more than 12 months can lead to revocation of the relevant license.

The commercial consequence can last beyond the closure itself. Under the relevant revocation provisions, an application for the respective license within two years of revocation must be refused. Management should understand this before treating a dormant activity as something that can simply be restarted later.

Existing Licenses and Pending Applications Have Different Treatment

The new Decree does not require every existing business to replace its licenses on October 18, 2026. Previously issued licenses continue to support the activities already licensed, subject to their terms and the applicable conditions. Changes to the business may still require the new procedures.

An application awaiting approval is different from an issued license. Applications received before the effective date generally continue under the earlier rules, with limits on the time allowed to supplement an incomplete or invalid file. Businesses relying on older enterprise or investment documents also have separate transitional rules. The relevant question is which position the company is actually in, rather than assuming that all existing businesses receive the same treatment.

In short, the management should know whether the company’s permissions still fit its business. A new sales channel, store opening or acquisition is a natural time to review that position before commercial commitments become difficult to change.

Conclusion

For foreign-invested traders, retailers and covered platform operators, Decree 342/2026/ND-CP on FDI trading provides a reason to revisit planned growth alongside existing licenses. The review can begin with the business model and the decisions management is preparing to make. Detailed filing work can then follow once the relevant activities, ownership and locations are clear.

About the Author

About ANT Lawyers, a Law Firm in Vietnam

Founded in 2012, ANT Lawyers is a Vietnam law firm with offices in Hanoi, Ho Chi Minh City and Da Nang. Our corporate lawyers advise on company formation, investment licensing, M&A and corporate governance in Vietnam. We combine legal analysis with practical understanding of Vietnam’s regulatory environment and local administrative practice.

General Disclaimer

This article is for general informational purposes only, does not constitute legal advice, and does not create a lawyer-client relationship. Vietnamese laws, regulations and administrative practice change over time, and the correct position for any matter depends on its specific facts and the rules in force when action is taken. Verify the current position before relying on anything stated here, and consult qualified counsel on your specific situation.