# Decree 342/2026/ND-CP: Resharping the Trading conditions of FIE in Vietnamese market

**URL:** https://investment-insights.vn/blog/ecree-342-resharping-the-trading-conditions.md

Discover Vietnam's Decree 342/2026/ND-CP, reshaping licensing procedures and foreign investment regulations for distribution and retail activities.

![Decree 342](https://cdn.sanity.io/images/7ua2wbio/production/ae54aac88742a01523d98ea5053688ebae194bc1-4128x6192.jpg?w=1600&fm=webp&q=80&auto=format)

## 1. Several significant changes

Changes in State Authorities’s Management, market access conditions requirements, the licensing procedures

1. **Enhancing the decentralization:** — Pursuant to Article 8, Provincial Authorities may issue, amend, reissue, adjust, revoke the relevant licenses without first seeking the approval or consultation by Ministry of Industry and Trade (MOIT). Transparency of licesing procedures is ensured, making it easier for the FIs and FIEs to implement their business strategy.
2. **Establishing the new security-related consultation** — Concurrently, new security review mechanism is also introduced under Article 8.3. The Ministry of Public Security (MPS) and The Ministry of National Defence (MND) have a authority to give their consultation on certain cases such as non-treaty investors, large-scale digital commerce platforms, non-commitment services, establisment and operation of retail outlets.
3. **Reduce the Financial Plan** — Under Article 9.1 and Article 21.1, the financial plan is no longer required as a condition for granting of business licences or licenses of retail sales outlets
4. **Eliminate the Economic Needs Test (ENT) requirement in retail sales outlet licensce** — The FIs from territories or countries that are the parties to international treaties with Vietnam such as the CPTPP, EVFTA, are subjects to be exempted of ENT. This reforms facilities the establishment of additional retail outlets by eligible FIEs, reducing the regulatory barriers and streamling the market expansion.
5. **Streamline the admininstrative document** — Under Article 11.7, The FIEs only resubmit the relevant documments in case the licensing authorities cannot verify through the National Information System. These documents comprise of (i) Copies of Enterprise registration certificate; investment registration certificate or equivalent documents; (ii) Copies of Establisment of retail sales outlet Licensce; (iii) Proving documents relating to tax debts.
6. **Post-licensing compliance (Article 9 and Article 38)** — For Semi-annual reporting obligation: FIEs must prepare the implementation report on the implementation of their licensced activties on semi-annual basis. The failure of complying with this reporting obligation for 24 consecutive months results the revocation of the relevant licenses. In order to ensure the market access conditions during business operation, FIEs must continue to meet the applicable market access conditions after obtaining the relevant licenses.

**Note**

## Assess nationality of FIs and market access condition

Before establishing the FIE, the investor should assess the market access conditions and its nationality to propose apprioprate strategy for its commercial activities under Vietnam’s international commitments.

**Strategic actions**

## Practical steps moving forward

**Review the new security’s consultation regime**

The licensing authority is required to obtain additional security-related consultations with the Ministry of Public Security and/or the Ministry of National Defence. The assessment should consider the investor’s nationality, the scope of its activities, and the scale of its planned retail network or e-commerce operations. However, in practical aspect, this matter remains uncertain.

**Evaluate the ENT requirements before expanding the retail networks**

ENT exemptions may benefit to the investors from countries that are parties to treaties with Vietnam. The expansion of retail sales outlet is more feasible by reducing the regulatory barriers

**Ensure the regulatory compliance and reporting mechanisms**

Non-compliance adversely impact on the FIEs’s operation to conduct goods purchase and sale and related activities, disrupting their business operations.