- Full title: Decree detailing the Commercial Law and the Law on Foreign Trade Management on the purchase and sale of goods and activities directly related to it by foreign investors and foreign-invested economic organisations in Vietnam
- Issued by: the Government, 3 September 2026 (signed by Deputy Prime Minister Pham Gia Tuc)
- In force from: 18 October 2026
- Structure: 45 articles, with forms in an Appendix
- Replaces: Decree 09/2018/ND-CP of 15 January 2018
- Official Vietnamese text: Government e-portal (DocID 219372)
Note: this page is LexData’s own unofficial English summary of selected articles (Articles 1–3, 5–6, 8–12, 16, 19, 21–27, 44 and 45). It is not a translation or the full text of the Decree, and the forms are not reproduced. Only the Vietnamese text is legally binding.
Legal basis and scope (Articles 1–3)
The Decree is issued under the Law on Government Organisation No. 63/2025/QH15, the Commercial Law No. 36/2005/QH11, the Law on Foreign Trade Management No. 05/2017/QH14 and the Law on Investment No. 143/2025/QH15. It details Article 22 of the Commercial Law and Article 5 of the Law on Foreign Trade Management (Article 1), and applies to foreign investors, foreign-invested companies (FIEs) and the agencies and people involved (Article 2).
“Trading in goods” means exercising export, import and distribution rights (Clause 2, Article 3). “Directly related activities” are commercial inspection, logistics, goods leasing, trade promotion, commercial intermediary services, running e-commerce platforms, and organising tenders for goods and services (Clause 3, Article 3).
When an FIE needs a business licence (Articles 5 and 6)
An FIE needs a business licence to (Clause 1, Article 5):
- retail goods (Points a and c). Rice, sugar, recorded media, and books, newspapers and magazines are subject to a special condition in Point d, Clause 4, Article 9;
- import and wholesale petroleum-based lubricants and greases (Point b);
- provide logistics services, except the sub-sectors Vietnam has opened under its international treaties (Point d);
- lease goods (excluding finance leasing and construction equipment leased with an operator), provide trade promotion (excluding advertising) or act as a commercial intermediary (Points dd, e and g);
- run an intermediary e-commerce platform, an e-commerce social network or an integrated commerce platform, or organise tenders for goods and services (Points h and i).
Other trading in goods needs no business licence: the FIE registers the activity in the certificates issued under the Law on Investment and the Law on Enterprises (Clause 1, Article 6). If the investor comes from a country or territory without a market-opening treaty commitment, the registering authority must first consult the provincial People’s Committee (Clause 2, Article 6).
Companies covered by Clause 1, Article 20 of the Law on Investment must also obtain these licences (Clause 5, Article 5). A company that already runs retail outlets and becomes foreign-invested by taking in foreign capital must apply for both licences. Meanwhile it may keep retailing at its existing outlets for up to 12 months from the date of the document confirming that the foreign investor met the conditions for the capital contribution or share or stake purchase (Point c, Clause 6, Article 5). This matters for M&A deal timetables.
Licensing authority (Article 8)
- Business licence: the provincial People’s Committee where the FIE has its head office (Clause 1).
- Retail outlet licence: the provincial People’s Committee where the outlet is located (Clause 2).
- The authority must consult the Ministry of Public Security and the Ministry of National Defence on national security (Clause 3) when:
- the investor comes from a country or territory that is not party to a treaty with Vietnam (Clause 2, Point b of Clause 3 and Point b of Clause 4, Article 9);
- the foreign investor controls a company that owns an intermediary e-commerce platform, e-commerce social network or integrated e-commerce platform classed as a large digital platform; or
- the investor applies for outlet licences, to continue operating or to open new outlets while holding, at the scale of 100 outlets under 500 m², and/or 50 outlets of 500 m² to under 3,000 m², and/or 30 outlets of 3,000 m² or more.
Business licence: conditions, documents and timing
- Conditions (Article 9): investors from treaty countries must meet the market access conditions in the treaty and have no overdue tax if the FIE has been established for a year or more (Clause 1). Investors from non-treaty countries must meet the tax condition and show consistency with sector laws and with the competitiveness of domestic firms in the same field over the past year (Clause 2). Uncommitted services and goods carry extra conditions (Clauses 3 and 4). For example, the retail right for rice, sugar, recorded media and printed publications is considered only for FIEs licensed to operate convenience stores, mini-supermarkets or supermarkets, and only for sale at those outlets (Point d, Clause 4).
- Business term (Clause 2, Article 10): matches the term of the enterprise registration certificate (if any) for treaty-country investors, and is 5 years for the cases in Clauses 2 to 4 of Article 9.
- Application (Article 11): application Form 01; an explanation of the conditions and a 5-year business plan; a tax authority document confirming no overdue tax, dated no more than 6 months before filing; and copies of the enterprise registration certificate and, if any, the investment registration certificate. The tax document and copies are needed only if the authority cannot retrieve them from the national databases (Clause 7).
- Timeline (Article 12): filed in person, by public postal service, through an agent or online via the National Public Service Portal (Clause 1). The authority asks for corrections within 3 working days (Clause 2) and reviews the conditions within 10 working days of a complete, valid file (Clause 3). Where the ministries must be consulted, they reply within 14 working days (Clause 4), and the authority decides within 3 working days after that (Clause 5).
- Re-issue (Article 16): when the head office moves to another province or city, or the licence is lost or damaged.
Retail outlet licence
- When to apply (Clauses 3 and 4, Article 5): after obtaining the business licence and the documents on the outlet site. If the first outlet is in the same province as the head office, both licences can be sought together (Article 19, Form 02).
- Conditions (Article 21): no overdue tax (if established for a year or more). The site must also comply with the rules on land, planning, investment, construction, fire safety, traffic safety and environmental hygiene (Clause 1). Outlets beyond the first must also meet the ENT criteria where the ENT applies (Clause 2).
- Economic needs test (Article 22): required when an investor from a country or territory that is not party to a treaty with Vietnam committing to abolish the ENT opens an outlet beyond its first. It is not required for an outlet under 500 m² located in a shopping centre that is not a convenience store, mini-supermarket or supermarket (Clause 1). The criteria cover the affected geographic market, the impact on the market, the socio-economic contribution and security requirements (Clause 2). An ENT Council is set up by the provincial People’s Committee (Clause 1, Article 23).
- Term (Point a, Clause 3, Article 24): the remaining term of the investment registration certificate for the outlet project or the site lease term, whichever is shorter.
- Application (Article 25): Form 05; an explanation of the site (with site documents) and a 5-year business plan; the tax document; and copies that depend on size. Outlets under 500 m² need the enterprise registration certificate, the business licence and a branch or business location certificate. Outlets of 500 m² or more need the enterprise registration certificate, the business licence, a branch certificate and an investment registration certificate for the outlet project. An ENT explanation is added where the ENT applies.
- Timeline without ENT (Article 26): corrections within 3 working days, then review and issue within 14 working days of a complete file. In the ministry-consultation cases in Point c, Clause 3, Article 8, the ministries have 14 working days and the authority decides within 3 working days after that.
- Timeline with ENT (Article 27): conditions are checked within 5 working days (Clause 3). The ENT Council assesses the criteria within 20 working days of a complete file (Clause 4). The licence is issued within 5 working days of the ENT Council Chair’s written conclusion (Clause 5). Where the ministries are consulted, both ministries and the ENT Council Chair must approve (Clause 6).
Transitional rules (Article 44)
- Business licences and retail outlet licences issued before 18 October 2026 remain valid for the licensed activities (Clause 1). Amendments follow the new procedures in Articles 14–15 or 29–30 (Clause 2).
- An address change caused by the reorganisation of provincial administrative units does not require the licences to be amended (Clause 3).
- Applications received before 18 October 2026 are decided under Decree 09/2018/ND-CP and Article 36 of Decree 146/2025/ND-CP. If such a file is incomplete, the applicant has up to 6 months from the authority’s request to supplement it. After that, the new Decree applies (Clause 5).
Implementation (Article 45)
In force from 18 October 2026 (Clause 1). The Decree replaces Decree 09/2018/ND-CP of 15 January 2018 and repeals Article 36 of Decree 146/2025/ND-CP on decentralisation in industry and trade (Clause 2).
For help with these licences, see our business licence service, company formation in Vietnam and foreign investment advisory.
