Decree 342/2026 takes effect on 18 October: what foreign-invested companies trading goods in Vietnam must do

If your company has foreign capital and imports, wholesales, retails or acts as a commercial intermediary in Vietnam, the rules changed on 18 October 2026. Decree 342/2026/ND-CP, issued by the Government on 3 September 2026, replaces Decree 09/2018/ND-CP and repeals Article 36 of Decree 146/2025/ND-CP.

The good news: licences already granted stay valid. The catch: the State now monitors FDI companies far more closely after licensing, and a forgotten report can cost you the licence.

What does Decree 342/2026 cover?

The decree details Article 22 of the Commercial Law and Article 5 of the Law on Foreign Trade Management. It applies to foreign investors and foreign-invested economic organisations ("FDI companies") that carry out:

• export, import and distribution (wholesale and retail) rights;
• logistics, commercial inspection, trade promotion, commercial intermediary and goods leasing services;
• operating intermediary e-commerce platforms, social networks with e-commerce functions and integrated platforms;
• bidding services for goods and services.

Which activities need a Business Licence?

The decree lists the activities that require a Business Licence (Giấy phép kinh doanh), including:

• retail of goods (with some specific exceptions);
• import and wholesale of goods not yet fully opened to foreign investors, such as lubricants, rice, sugar, recorded media, books, newspapers and magazines;
• logistics outside the sub-sectors Vietnam has committed to open;
• goods leasing, trade promotion (excluding advertising) and commercial intermediary services;
• operating e-commerce platforms and organising bidding for goods and services.

Trading activities outside this list can start once the company is registered under the Investment Law and the Enterprise Law, without a separate licence.

Licences are granted, amended, reissued and revoked by the Provincial People's Committee where the company has its head office. For large e-commerce platforms controlled by foreign investors, the licensing authority must also consult the Ministry of Public Security and the Ministry of National Defence on national security.

Licensing conditions: what is new

• Investors from countries with market-access commitments to Vietnam must meet the conditions of the treaty they rely on and maintain them for as long as they operate.
• Investors from countries without such commitments must also show consistency with sector-specific law and are assessed against the level of competition from domestic companies in the same sector over the year before filing.
• Companies established in Vietnam for one year or more must have no overdue tax debt. In our experience this is where applications fail most often: one small unpaid late-payment interest item is enough to have a file returned.
• Opening a retail outlet still involves deciding whether an economic needs test (ENT) applies. The decree restates the ENT criteria and how the ENT Council works.

A licence is no longer "permanent"

This is the change FDI companies should care about most. Under Decree 342/2026:

Periodic reporting is mandatory. FDI companies must report on goods trading, revenue, profit, imported goods and their retail outlets:

• by 15 January for the annual report;
• by 15 July for the first half of the year.

Grounds for revoking a Business Licence include:

• stopping trading activities for more than 12 months without notifying the licensing authority;
• failing to file periodic reports for 24 consecutive months;
• failing to provide reports, documents or explanations 3 months after the deadline set by the authority;
• being fined 3 times within 12 months for violations of the licensed activities.

If a company no longer meets the conditions of its licence, it must suspend the affected activity and has up to 12 months to fix the issue. After that, the authority may terminate the activity.

What happens to existing licences and pending applications?

• Business Licences and retail outlet licences granted before 18 October 2026 remain valid for the licensed activities. No amendment is required just because the new decree took effect.
• Applications filed before 18 October 2026 continue to be processed under Decree 09/2018/ND-CP and Article 36 of Decree 146/2025/ND-CP.
• If such an application is asked for more documents, the company has up to 6 months to respond. After that, the application is handled under Decree 342/2026.

Five things FDI companies should do now

1. Map what you actually do against your licence

Put your Investment Registration Certificate, Business Licence and a list of what the company really does (online retail, equipment leasing, commission agency…) side by side, and compare it with the licensed-activity list above. Anything you do without the required licence should be fixed before an inspection finds it.

2. Put 15 January and 15 July in your compliance calendar

Treat these two reports like tax filing deadlines: an owner, reminders and proof of filing. Many FDI companies used to see licence reports as a side formality. Under the new decree, missing them for 24 consecutive months is enough to lose the licence.

3. Clean up your tax account

Check your account on the e-tax portal and settle every outstanding item, including late-payment interest. It is a condition for new licences and amendments, so do it before opening a new outlet or expanding activities.

4. Reconcile licence reports with your books

Revenue, profit and imports reported under the licence must match your financial statements and tax returns. Inconsistent figures across filings are a common trigger for requests to explain.

5. Close pending applications quickly

If you filed before 18 October 2026, follow up and respond as soon as you are asked for more documents. Wait longer than 6 months and the file moves to the new rules, which may mean starting over.

How 3M can help

3M supports foreign-invested companies from FDI company setup to full-service accounting and tax. For Decree 342/2026 we review your licences and business lines, set up the periodic reporting calendar, reconcile licence reports with your books and check tax compliance before you apply for or amend a licence.

Not sure whether your activities need a Business Licence? Book a free 30-minute review with us.

Talk to us:

• Hotline / Zalo: +84 33 827 0386 · Message on Zalo
• Email: [email protected]

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Sources: Decree 342/2026/ND-CP dated 3 September 2026 of the Government; Government News – New policies effective from October 2026; An Giang Department of Industry and Trade; Tax & Customs Review.

This article is for general information only and is not advice for any specific case. Check the full text of the decree before acting on it.