On September 3, 2026, the Government of Vietnam issued Decree No. 342/2026/ND-CP, regulating the purchase and sale of goods and related activities conducted by foreign investors and foreign-invested economic organizations in Vietnam.
The Decree takes effect on October 18, 2026 and applies to foreign-invested enterprises operating in import-export, distribution, retail, logistics, e-commerce and related commercial services.
Scope of activities of foreign-invested enterprises
Enterprises granted export, import or distribution rights may:
- Export goods legally purchased, processed or imported into Vietnam;
- Import goods that are not prohibited or temporarily suspended from import;
- Wholesale or retail goods manufactured or processed in Vietnam and goods legally imported into Vietnam.
For conditional goods or business sectors, enterprises must obtain the relevant licences and maintain all required conditions throughout their operations.
Activities requiring a Business Licence
Foreign-invested enterprises must obtain a Business Licence before conducting certain activities, including:
- Retail distribution of goods;
- Importation or wholesale distribution of certain special goods;
- Provision of certain logistics services;
- Leasing of goods, excluding financial leasing;
- Trade promotion and commercial intermediary services;
- Management of e-commerce platforms or social networks involving e-commerce activities;
- Services for organizing bidding for goods and services.
The inclusion of a business line in an Enterprise Registration Certificate or Investment Registration Certificate does not automatically authorize the enterprise to commence the relevant activity. The enterprise must still determine whether a Business Licence or specialized licence is required.
Conditions for obtaining a Business Licence
Investors from countries or territories covered by Vietnam’s market-access commitments must:
- Satisfy and maintain the applicable market-access conditions;
- Have no overdue tax liabilities if the enterprise has operated in Vietnam for at least one year.
For activities not covered by Vietnam’s market-opening commitments, the licensing authority may additionally consider specialized laws, market competition, development strategies, diplomatic relations, national security and public order.
Certain goods, including petroleum-based lubricants, rice, sugar, recorded products, books, newspapers and magazines, remain subject to specific business conditions.
Licensing authority
The provincial-level People’s Committee where the enterprise has its head office is authorized to issue, reissue, amend and revoke Business Licences.
Certain sensitive activities, particularly large e-commerce platforms controlled by foreign investors, may require consultation with the Ministry of Public Security and the Ministry of National Defence.
Penalties for violations
Decree No. 342/2026/ND-CP does not establish a separate penalty schedule. An enterprise operating without the required licence, exceeding its licensed scope or violating specialized regulations will be sanctioned under the relevant administrative penalty regulations.
Depending on the violation, the enterprise may face monetary fines, suspension of operations, confiscation of goods, disgorgement of unlawfully obtained benefits or revocation of its Business Licence.
Key actions for foreign-invested enterprises
Before October 18, 2026, foreign-invested enterprises should review:
- Their registered business lines and investment project objectives;
- Export, import and distribution rights;
- Business Licences and retail outlet licences;
- Applicable market-access conditions;
- Outstanding tax liabilities;
- Goods and services subject to conditional business requirements.
A timely compliance review will help enterprises maintain lawful operations and reduce the risk of penalties or business suspension.