The Government has issued Decree No. 342/2026/ND-CP, providing detailed guidelines for the Law on Commerce and the Law on Foreign Trade Management concerning goods trading and directly related activities conducted by foreign investors and foreign-invested economic organizations in Vietnam.
Clarification of Export, Import, and Distribution Rights
Under the Decree, foreign-invested economic organizations that hold export rights are permitted to export goods purchased in Vietnam, goods processed domestically, and goods legally imported into Vietnam. Such exports must not fall under categories that are prohibited, temporarily suspended, or otherwise restricted from export under international treaties to which Vietnam is a party. Similarly, enterprises with import rights may import goods from abroad or from separate customs territories into Vietnam, provided that such goods are not subject to prohibitions, temporary suspensions, or import restrictions. For goods requiring specific licenses or meeting certain conditions for import or export, enterprises must fully comply with all applicable requirements. Foreign-invested economic organizations that hold wholesale or retail distribution rights are permitted to distribute goods produced or processed in Vietnam, as well as goods that have been legally imported. In sectors subject to conditional business investment, enterprises must satisfy the relevant conditions before commencing operations.
Regulations on cases requiring a Business License
The Decree stipulates that a Business License shall be issued to foreign-invested economic organizations engaged in activities such as retail distribution; the right to import and wholesale certain groups of goods; the provision of logistics services, trade promotion, commercial intermediation, and the leasing of goods. Furthermore, the scope of licensing extends to the management and operation of certain e-commerce platforms, as well as the provision of services for organizing the bidding of goods and services.
Specific market access conditions
For investors from countries or territories that have international treaties with Vietnam regarding market access commitments, business conditions are determined in accordance with the corresponding market access commitments. Investors must maintain these conditions throughout their period of operation in Vietnam. In cases where a foreign-invested economic organization has been established in Vietnam for one year or longer, the enterprise must have no overdue tax liabilities at the time of application submission. For investors from countries or territories that do not have market access commitments, the licensing authority will additionally assess compliance with specialized laws and the level of competition posed to domestic enterprises in the same sector. Regarding services or goods for which no market access commitments have been made, the granting of a license will also be evaluated based on the development strategy for the specific industry or sector, Vietnam’s market liberalization roadmap, and factors related to diplomatic relations, national security, and social order and safety.
Specific provisions for certain goods
The Decree sets forth specific provisions for groups of goods for which no market access commitments have been made, such as petroleum-based lubricating oils and greases, rice, and sugar. recorded materials; books, newspapers, and magazines. Specifically, the right to import and wholesale lubricants and greases may be granted to enterprises that have projects for the production of these products, or for the production or distribution of machinery and equipment that utilize such products. Regarding rice, sugar, recorded materials, books, newspapers, and magazines, the right to retail may be considered for economic organizations that have been licensed to establish appropriate retail outlets.
Provincial-level People’s Committees hold the authority to issue licenses.
Under Decree 342/2026/NĐ-CP, the People’s Committee of the province where a foreign-invested economic organization has its headquarters is responsible for issuing, re-issuing, amending, and revoking business licenses. In certain special cases, the licensing authority will seek input from the Ministry of Public Security and the Ministry of National Defense regarding national security—particularly concerning business activities for which market access has not been committed, or instances where foreign investors exert control over e-commerce platforms classified as major digital platforms. These new regulations help clarify the scope of operations, market access conditions, and licensing mechanisms for foreign investors, thereby establishing a more transparent legal framework for investment and business activities in Vietnam.
Given the increasingly specific requirements regarding investment conditions, business sectors, and market access, enterprises should proactively review relevant legal regulations before launching any projects. SDLink Investment Consulting provides investment and planning advisory services, assisting enterprises in assessing investment conditions, conducting planning research, and defining project implementation strategies that align with current legal regulations.
Source: Government Portal
Download link:Decree 342/2026/ND-CP