Business Licences for foreign-invested enterprises under Decree No. 342/2026/ND-CP: Licensing scope, conditions and legal risks to note

Legal Article

For foreign-invested enterprises (FIEs), obtaining an Investment Registration Certificate and an Enterprise Registration Certificate does not mean that they are automatically entitled to conduct all registered goods-distribution activities. For certain goods-distribution activities and other goods-related intermediary activities, an enterprise must also obtain a Business Licence for goods trading activities and activities directly related to goods trading (the “Business Licence”) before commencing such activities.

As of 18 October 2026, Decree No. 342/2026/ND-CP takes effect and replaces Decree No. 09/2018/ND-CP. The new Decree expands the list of activities requiring a Business Licence, assigns licensing authority to provincial-level People’s Committees, clearly distinguishes licensing conditions according to whether the foreign investor is from a country or territory participating in an international treaty to which Vietnam is a party, and introduces a mechanism for consultation with the Ministry of Public Security and the Ministry of National Defence on national security matters.

This article analyses these regulations in the order in which an enterprise should consider them: which activities require a licence, licensing conditions, procedures, post-licensing obligations, and the risk of licence revocation.

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1. Which activities require a Business Licence?

Under Clause 1, Article 5 of Decree No. 342/2026/ND-CP, an economic organisation with foreign investment capital must obtain a Business Licence when conducting any of the following activities:

(a) Exercising the right to retail-distribute goods, except rice, sugar, recorded items, books, newspapers and magazines;

(b) Exercising the right to import and wholesale-distribute lubricating oils and greases derived from petroleum;

(d) Providing logistics services, except logistics service sub-sectors for which Vietnam has undertaken market-opening commitments under international treaties to which Vietnam is a party;

(dd) Leasing goods, excluding financial leasing, except for the lease of construction equipment together with operators;

(e) Providing trade promotion services, excluding advertising services;

(g) Providing commercial intermediary services;

(h) Managing and operating intermediary e-commerce platforms, social networks operating as e-commerce platforms, and integrated commercial platforms; and

(i) Providing services for organising goods and services auctions.

For other goods-trading activities, such as export, import and ordinary wholesale distribution, under Clause 1, Article 6 of Decree No. 342/2026/ND-CP, an enterprise is not required to obtain a Business Licence and may conduct such activities after registering them in documents issued by the competent authorities in accordance with the Law on Investment and the Law on Enterprises.

However, where the foreign investor is not from a country or territory participating in an international treaty to which Vietnam is a party, the investment registration authority and the business registration authority must consult the provincial-level People’s Committee before issuing or amending the relevant registration. Accordingly, even activities that do not require a licence may involve additional time for investment registration and enterprise registration procedures.

Notably, whereas Decree No. 09/2018/ND-CP only generally referred to “providing e-commerce services”, the new Decree identifies the e-commerce activities requiring a Business Licence by specific business model, including managing and operating intermediary e-commerce platforms, social networks operating as e-commerce platforms, and integrated commercial platforms. This approach more clearly distinguishes enterprises that operate platforms through which third parties transact from enterprises that merely sell their own goods through a website or application. Accordingly, an FIE that sells only its own goods online will, in principle, not fall within this category of activities; however, if it retails goods to consumers, it must still obtain a Business Licence to exercise the right to retail distribution. Conversely, enterprises operating marketplaces, social networks with online ordering functionality, or platforms integrating multiple services should review whether they need to apply for a Business Licence and, at the same time, consider their separate obligations under e-commerce laws.

2. Conditions for obtaining a Business Licence

Under Article 9 of Decree No. 342/2026/ND-CP, the conditions for obtaining a Business Licence vary depending on whether the foreign investor is from a country or territory participating in an international treaty to which Vietnam is a party, and whether Vietnam has undertaken market-opening commitments for the relevant goods or services. It should be noted that this criterion is determined by reference to the foreign investor contributing capital to the enterprise, not by reference to the country in which the enterprise is established in Vietnam: for an individual, it is the country of nationality; for an organisation, it is the country or territory in which that organisation was established. Specifically:

(i) Investors from a country or territory participating in an international treaty to which Vietnam is a party: the enterprise must satisfy the market-access conditions under the international treaty it elects to apply and maintain compliance with those conditions throughout its operations. In addition, if the enterprise has been established in Vietnam for at least one year as of the application date, it must have no overdue tax debts.

(ii) Investors not from a country or territory participating in an international treaty to which Vietnam is a party: in addition to having no overdue tax debts, the enterprise must comply with sector-specific laws and be comparable, in terms of competitiveness, to domestic enterprises operating in the same field during the one-year period preceding the application date.

(iii) Services for which Vietnam has not undertaken market-opening commitments:

For investors from a country or territory participating in an international treaty to which Vietnam is a party, the conditions specified in items (i) and (ii) above must be satisfied.
For investors not from a country or territory participating in an international treaty to which Vietnam is a party, the conditions specified in item (ii) above must be satisfied.

(iv) Goods for which Vietnam has not undertaken market-opening commitments:

For lubricating oils and greases derived from petroleum, the Business Licence-issuing authority may consider granting the right to import and wholesale-distribute such goods to an enterprise that has an investment project in Vietnam for the production of lubricating oils or greases, or a project for the manufacture or distribution of machinery or goods using lubricating oils or greases, and that has been issued an Investment Registration Certificate.
For rice, sugar, recorded items, books, newspapers and magazines, the licensing authority may consider granting the right to retail-distribute such goods to an enterprise that already holds a Licence for Establishment of a Retail Outlet in the form of a convenience store, mini-supermarket or supermarket, for retail sales at those retail outlets.

In addition to the above conditions, the licensing authority will also consider whether the application is consistent with the industry development strategies of the locality, region and country, as well as Vietnam’s market-opening and negotiation roadmap. For investors not from a country or territory participating in an international treaty to which Vietnam is a party, the licensing authority will additionally consider diplomatic relations, national defence and security requirements, and social order and safety.

3. Authority and dossier for a Business Licence

Regarding authority, under Clause 1, Article 8 of Decree No. 342/2026/ND-CP, the provincial-level People’s Committee of the province where the enterprise’s head office is located has the authority to grant, reissue, amend and revoke the Business Licence. In addition, the licensing authority must consult the Ministry of Public Security and the Ministry of National Defence on national security matters in cases where the investor is not from a country or territory participating in an international treaty to which Vietnam is a party; the goods or services are not subject to market-opening commitments; or the foreign investor exercises controlling power over an enterprise operating a large-scale intermediary digital platform under the laws on consumer protection and e-commerce.

Regarding the application dossier, under Article 11 of Decree No. 342/2026/ND-CP, an application for a Business Licence comprises:

1. An application for a Business Licence.

2. An explanatory statement containing:

(a) An explanation demonstrating satisfaction of the conditions for a Business Licence. For lubricating oils and greases, and for rice, sugar, recorded items, books, newspapers and magazines, the enterprise must demonstrate compliance by submitting copies of the documents specified in items 5 and 6 below;

(b) A business plan for the five-year period commencing in the year in which the application is submitted. The plan must describe the nature of the business activities and the methods of implementation; present the business and market-development plans; specify labour requirements; and assess the socio-economic impacts and effectiveness of the business plan; and

(c) For an enterprise that is already operating and, after receiving capital contributions from or acquiring shares from a foreign investor, becomes required to apply for a Business Licence, a statement of its goods-trading activities and activities directly related to goods trading as of the date of application.

3. Documents evidencing that the economic organisation with foreign investment capital has no overdue tax debts, certified by the tax authority no more than six months before the date on which the dossier is submitted to the licensing authority.

4. Copies of the Enterprise Registration Certificate and the Investment Registration Certificate for the project involving goods-trading activities and activities directly related to goods trading (if any), or equivalent documents as prescribed by the Law on Investment and the Law on Enterprises where no Investment Registration Certificate has been issued for the project.

5. Copies of: the Investment Registration Certificate for a project to manufacture petroleum-derived lubricating oils or greases in Vietnam; and the Investment Registration Certificate for a manufacturing project, or an Investment Registration Certificate evidencing that the economic organisation with foreign investment capital has been permitted to wholesale-distribute in Vietnam machinery, equipment or goods using petroleum-derived lubricating oils or greases, where the application seeks the right to import and wholesale-distribute lubricating oils or greases.

6. A copy of the Licence for Establishment of a Retail Outlet in the form of a convenience store, mini-supermarket or supermarket, where the application seeks the right to retail-distribute rice, sugar, recorded items, books, newspapers or magazines.

From a practical perspective, the dossier requirements under the new regulations contain several points to which enterprises should pay attention, particularly when compared with Article 12 of Decree No. 09/2018/ND-CP.

First, the business plan. Decree No. 09/2018/ND-CP only required a description of the nature of the business activities and the methods of implementation, without specifying the planning period. It also separately required a financial plan, including projected business results based on audited financial statements and explanations of capital, sources of capital and capital-raising plans. Under the new regulations, the business plan must cover five years commencing in the year of application, while the explanatory statement no longer requires a separate financial plan. Accordingly, the focus of assessment shifts from financial capacity to the feasibility and impact of the medium-term business plan. The plan should set out a roadmap for implementing the activities for which a licence is sought, labour requirements, and socio-economic effectiveness throughout the five-year period, rather than merely providing a general description of the business lines. The plan may also be compared by the authorities against periodic reports submitted after licensing, so the figures included should be realistic and substantiated.

Second, demonstrating competitiveness. For investors not from a country or territory participating in an international treaty to which Vietnam is a party, there is no quantitative benchmark for determining whether the enterprise has competitiveness comparable to domestic enterprises operating in the same field. The explanation of licensing conditions should therefore be supported by specific figures, such as capital, revenue, market share, workforce and experience, compared with domestic enterprises in the same sector.

Third, lubricating oils and greases and the categories of rice, sugar, recorded items, books, newspapers and magazines. Decree No. 09/2018/ND-CP set out licensing conditions for these goods but did not specify the supporting documents. Under the new regulations, enterprises must demonstrate compliance by submitting copies of specifically listed documents, including an Investment Registration Certificate for a project to manufacture petroleum-derived lubricating oils or greases; an Investment Registration Certificate evidencing that the enterprise has been permitted to manufacture or wholesale-distribute machinery, equipment or goods using lubricating oils or greases; or a Licence for Establishment of a Retail Outlet in the form of a convenience store, mini-supermarket or supermarket. Thus, the licensing conditions for these categories of goods have been standardised into documentary requirements, enabling enterprises to assess their prospects of obtaining a licence in advance and reducing the need for supplementary explanations.

Fourth, documents obtainable from databases. An enterprise is only required to submit the documents listed in items 3 to 6 above if the licensing authority cannot retrieve the relevant information from national or specialised databases. If the information cannot be retrieved or is incomplete, the licensing authority will request supplementary documents. This rule reduces the paperwork required, but enterprises should still prepare the documents in advance to avoid delays if supplementation is requested.

Fifth, the business status of an enterprise that becomes an economic organisation with foreign investment capital. Where an enterprise is already operating and becomes subject to the licensing requirement after receiving capital contributions from or having shares acquired by a foreign investor, the explanatory statement must describe its goods-trading activities as of the application date. This information should be prepared during the transaction due diligence process because it reflects the enterprise’s operations before foreign investment was introduced.

4. Reporting obligations, suspension of operations and risk of licence revocation

Regarding periodic reporting, under Clause 1, Article 38 of Decree No. 342/2026/ND-CP, an economic organisation with foreign investment capital must report on the performance of its goods-trading activities and activities directly related to goods trading. The annual report must be submitted before 15 January each year, and the report for the first six months of the year must be submitted before 15 July each year. In addition, the enterprise must report, provide documents or explanations when requested by a competent state authority.

Regarding suspension of operations, under Article 40 of Decree No. 342/2026/ND-CP, if an enterprise decides to suspend its operations, the suspension period must not exceed 12 months. Within 10 working days from the date on which the business registration authority issues the relevant confirmation, the enterprise must send the licensing authority a copy of the Confirmation of Notification of Business Suspension and, where applicable, the Confirmation of Notification of Resumption of Business before the previously notified date.

An enterprise should also note that, if it no longer satisfies the licensing conditions, the licensing authority will issue a notice requiring suspension. If the enterprise fails to remedy the situation within 12 months, its business operations will be terminated.

Regarding revocation, under Clause 1, Article 42 of Decree No. 342/2026/ND-CP, a Business Licence may be revoked in the following cases:

The Enterprise Registration Certificate is revoked;
The Investment Registration Certificate for the project conducting goods-trading activities is terminated or revoked;
The information declared in the dossier for the grant, reissuance or amendment of the Business Licence is falsified;
The enterprise ceases operations for more than 12 months without notifying the licensing authority;
The enterprise fails to comply with periodic reporting requirements for 24 consecutive months;
The enterprise fails to submit reports, documents or explanations requested by a competent state management authority within three months after the deadline specified in the request, except in cases of force majeure as prescribed by law; or
The enterprise is subject to administrative penalties on three consecutive occasions within a 12-month period for violations of the goods-trading activities and activities directly related to goods trading specified in its Business Licence.

The consequences of revocation go beyond the cessation of business activities. Under Clause 3, Article 20 of Decree No. 342/2026/ND-CP, the licensing authority will refuse to grant a Business Licence if the enterprise submits an application within two years from the date on which its Business Licence was revoked.

5. Administrative penalties

Under Article 70 of Decree No. 98/2020/ND-CP, notable penalties for violations by foreign-invested enterprises in Vietnam in relation to goods-trading activities and activities directly related to goods trading include:

Making untruthful declarations in an application dossier, or failing to report, provide documents or explain matters as requested: a fine of VND 10 million to VND 20 million.
Failing to amend or reissue a licence as required by law: a fine of VND 20 million to VND 30 million.
Organising or participating in a goods distribution system in Vietnam contrary to Vietnamese law and international treaties to which Vietnam is a party; trading in goods or services inconsistent with market-opening commitments or Vietnamese law; or conducting activities outside the scope of the licence: a fine of VND 30 million to VND 40 million. These violations may also result in suspension of operations or deprivation of the right to use the licence for one to three months.
Continuing operations after the licence has been revoked or has expired without being extended: a fine of VND 40 million to VND 50 million.

For the last two categories of violations, the enterprise may also be compelled to surrender the illegal profits obtained from the violations.

Please note that these penalty provisions were drafted using the concepts set out in Decree No. 09/2018/ND-CP. Enterprises should therefore monitor amendments to the penalty regulations to ensure that they are consistent with Decree No. 342/2026/ND-CP.

6. Key points concerning transitional provisions

Decree No. 342/2026/ND-CP takes effect on 18 October 2026. Under Article 44 of the Decree, transitional matters are dealt with separately for different categories of cases, each of which raises distinct legal issues for enterprises.

First, licences granted before 18 October 2026. An economic organisation with foreign investment capital that has been granted a Business Licence may continue the business activities covered by that licence. The enterprise is not required to apply for a new licence or convert its existing licence solely because the new Decree takes effect. However, this rule only protects the scope of activities already licensed. Obligations arising after 18 October 2026, such as periodic reporting requirements and the licence-revocation cases described in Section 4, will in principle be governed by the new Decree, including in respect of licences granted previously. For example, the annual report for 2026 must be submitted before 15 January 2027, rather than by 31 January as previously required, and enterprises must begin complying with the reporting period for the first six months of 2027.

Second, amendment of existing licences. Where an amendment is required, the enterprise must follow the procedures for amending the Business Licence or the Licence for Establishment of a Retail Outlet under the new Decree. The licensing authority will record both the previously licensed content and the amended content. Importantly, the amendment procedure will be handled in accordance with the conditions and process under the new Decree. Accordingly, changes such as a transfer of capital to an investor not from a country or territory participating in an international treaty to which Vietnam is a party, or the addition of goods or services not covered by market-opening commitments, may trigger consultation with the Ministry of Public Security and the Ministry of National Defence, as discussed in Section 3. Enterprises should take into account the processing time and the possibility of refusal before completing a transaction or expanding their business scope.

Third, address changes resulting from administrative-unit rearrangements. Where the address of the head office or a retail outlet changes as a result of administrative-unit rearrangements, the enterprise may continue operating under its existing licence without applying for an amendment. This provision significantly reduces administrative procedures for enterprises following the 2025 administrative-unit rearrangements. Nevertheless, enterprises should retain documents confirming the correspondence between the new address and the address stated in the licence, for presentation to state authorities, business partners and banks, and should update the address when applying for a licence amendment for another reason.

Fourth, economic organisations established before 15 January 2018 that do not yet hold a licence. This category comprises enterprises whose Investment Registration Certificates or Enterprise Registration Certificates included goods-trading activities before Decree No. 09/2018/ND-CP took effect. These enterprises must apply for a Business Licence under the new Decree when they apply to change registered contents in circumstances that require an amendment to the Business Licence. In other words, the Decree does not require these enterprises to obtain a licence immediately, but an application to change registered contents will trigger the licensing obligation, and the enterprise must satisfy the conditions under Decree No. 342/2026/ND-CP. In an M&A transaction, if the target enterprise falls within this category, changes to the investor, name, address or business scope following the transaction may trigger a new licensing procedure. This issue should therefore be assessed during due diligence.

Fifth, applications submitted before 18 October 2026. Applications for the grant, reissuance, amendment, extension or revocation of licences submitted before Decree No. 342/2026/ND-CP takes effect will be processed under Decree No. 09/2018/ND-CP and Article 36 of Decree No. 146/2025/ND-CP. Where an explanation or supplementary dossier is required, the time allowed for supplementation must not exceed six months from the date on which the licensing authority issues its request. If that period expires, the application will be processed under Decree No. 342/2026/ND-CP. Consequently, enterprises with pending applications should closely monitor requests for supplementation: if the deadline is missed, the application will have to satisfy the new conditions, dossier requirements and procedures, including consultation with the Ministry of Public Security and the Ministry of National Defence in the cases described in Section 3. For applications still being prepared, enterprises should consider whether to submit before or after 18 October 2026, depending on which regulatory regime is more suitable for their circumstances. For example, the former regulations required a financial plan, whereas the new regulations require a five-year business plan and may require consultation on national security matters.

Sixth, newly licensable activities. The transitional provisions do not establish a separate transition period for an enterprise that is already conducting an activity which did not require a Business Licence, or was not clearly specified as requiring one, under Decree No. 09/2018/ND-CP but which is licensable under the new Decree—for example, operating a social network that functions as an e-commerce platform or an integrated commercial platform. In principle, from 18 October 2026, the enterprise must hold a Business Licence for such activity. This is an area of uncertainty that enterprises should proactively discuss with the licensing authority to determine the appropriate approach, rather than continuing operations while their legal status remains unclear.

7. Recommendations and conclusion

To mitigate legal risks, FIEs should promptly review their ongoing activities, particularly commercial intermediary services, goods leasing, trade promotion, logistics, and the operation of intermediary e-commerce platforms, social networks operating as e-commerce platforms, and integrated commercial platforms, to determine which activities will require a Business Licence under the new regulations.

Enterprises should also note that, under Clauses 5 and 6, Article 5 of Decree No. 342/2026/ND-CP, both an economic organisation falling within the case specified in Clause 1, Article 20 of the Law on Investment and an economic organisation that already operates a retail outlet must apply for a licence under this Decree after receiving capital contributions from or having shares acquired by a foreign investor and thereby becoming an economic organisation with foreign investment capital. For an enterprise operating a retail outlet, pending issuance of the licence, it may continue retail sales at its existing operating outlets, but for no more than 12 months from the date of the document confirming the foreign investor’s capital contribution or share acquisition. Accordingly, in any M&A transaction involving retail activities, the licensing application should be incorporated into the transaction completion timeline, together with a mechanism allocating responsibility between the parties if the licence is not granted within this period.

After obtaining a licence, an enterprise should establish an internal compliance process to ensure that semi-annual and annual reports are submitted on time, that the licence is amended promptly when relevant information changes, and that the licensing authority is notified when operations are suspended. Full compliance not only helps the enterprise avoid penalties but also eliminates the risk of licence revocation and restrictions on re-licensing for two years.

This article was prepared by legal specialist Le Thi Tuong Vy and reviewed by Lawyer Huynh Thi Y.

This article is intended for general informational purposes only and should not be regarded as legal advice in relation to any specific case. The legal provisions referred to in this article are effective as of the date of publication but may be amended, supplemented or replaced by the time readers consult them. We therefore recommend that readers seek advice from a lawyer before applying them.

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