1. What This Document Is
The Government of Vietnam has adopted Government Decree 342/2026/NĐ-CP dated September 3, 2026. The document details the provisions of Commercial Law 36/2005/QH11 and Law on Foreign Trade Management 05/2017/QH14. The act is also based on Law on the Organization of the Government 63/2025/QH15 and Law on Investment 143/2025/QH15.
The decree enters into force on October 18, 2026. It regulates goods purchase and sale activities as well as operations directly related to them conducted by foreign investors.
2. Who Is Affected
The scope of this normative act extends to foreign investors and foreign-invested economic organizations in the Republic of Vietnam. The rules also apply to organizations specified in Clause 1 of Article 20 of the Law on Investment.
The norms are mandatory for state bodies, organizations, and individuals. This includes all parties associated with the commercial operations of foreign businesses in Vietnam.
3. Main Changes and Requirements
The document provides clear definitions of key commercial terms. Purchase and sale activities include the exercise of export, import, and distribution rights. The export right implies purchasing goods in Vietnam for export abroad, including handling customs declarations, but excludes purchasing from persons without commercial merchant status unless otherwise provided by international treaties or domestic laws. The import right allows bringing in goods for subsequent sale to Vietnamese distributors, but does not grant the right to organize an internal distribution network without specific legal grounds.
Directly related activities include commercial inspection, logistics services, equipment and goods leasing without operators and without financial leasing, trade promotion excluding advertising, commercial brokerage excluding wholesale and retail agency services, operation of e-commerce trading platforms, and organization of bidding processes.
The decree provides a detailed classification of retail formats:
- Convenience store (cửa hàng tiện lợi): retail area under 300 square meters, selling fast-moving consumer goods, prepared food, and beverages;
- Mini-supermarket (siêu thị mini): area not exceeding 500 square meters;
- Supermarket (siêu thị): area exceeding 500 square meters;
- Commercial center (trung tâm thương mại): a complex of integrated retail and service facilities in a single building or group of buildings.
A retail outlet beyond the first outlet is recognized as a facility opened by an investor who already operates a retail outlet, or a facility operating under the same brand or trade name. Sales through vending machines and mobile units are not classified as retail outlets. Dedicated articles in the document govern the Economic Needs Test (ENT) and the operation of the ENT committee.
4. Replaced Regulations and Transitional Period
Starting October 18, 2026, Decree 342/2026/NĐ-CP completely replaces Government Decree 09/2018/NĐ-CP dated January 15, 2018. Simultaneously, Article 36 of Decree 146/2025/NĐ-CP dated June 12, 2025 ceases to have effect.
Foreign-invested economic organizations that obtained a business license or a retail outlet establishment license before the entry into force of this act may continue their permitted activities. If there is a need to amend license details, the new procedures apply. If the address of the head office or retail outlet changed exclusively due to administrative reorganization at the provincial level, amending the licenses is not required.
Companies holding enterprise registration certificates or investment certificates granting trade rights prior to the entry into force of Decree 09/2018/NĐ-CP, but which fall under the new licensing requirements, must apply to authorized agencies using the new forms when modifying parameters.