Retail Outlet Establishment License for FDI Companies in Vietnam from October 18, 2026

Retail is one of the activities chosen by many foreign investors when entering the Vietnamese market. However, completing company registration in Vietnam for an FDI company and registering business lines does not mean that the enterprise can immediately open a store, supermarket or retail location to distribute goods directly to consumers. For retail activities, FDI companies need to distinguish between two different legal procedures: the business license for FDI companies in Vietnam to exercise retail distribution rights, and the retail outlet establishment license for each specific retail location.

On September 3, 2026, the Government issued Decree No. 342/2026/ND-CP, effective from October 18, 2026, replacing Decree 09/2018/ND-CP and introducing many important changes to the retail activities of foreign-invested enterprises. This article by Viet An Law Firm provides guidance on the retail outlet establishment license for FDI companies in Vietnam from October 18, 2026, the conditions for exercising retail rights, the procedures for establishing retail outlets and the economic needs test (ENT) under the new regulations.

New points on the retail outlet establishment license for FDI companies in Vietnam from October 18, 2026

From October 18, 2026, Decree 342/2026/ND-CP replaces Decree 09/2018/ND-CP and introduces several notable changes to the retail activities of FDI companies. Enterprises need to pay closer attention to the legal conditions of retail locations, the possibility of carrying out the procedures for the business license and the first retail outlet establishment license simultaneously, as well as how to determine the cases requiring an economic needs test (ENT). Therefore, reviewing the investment structure and business location from the outset is important before submitting the dossier.

What licenses does an FDI company need for retail business in Vietnam?

When conducting retail activities in Vietnam, FDI enterprises need to clearly distinguish between the business license and the retail outlet establishment license.

Thus, the business license and the retail outlet establishment license are not the same type of license.

The business license recognizes the right of an FDI enterprise to carry out retail distribution activities. Meanwhile, the retail outlet establishment license of an FDI company is attached to a specific retail location.

Therefore, an FDI company that has been granted a business license to exercise retail rights but wishes to open a store, supermarket or retail location still needs to determine its obligation to apply for a retail outlet establishment license.

Does an FDI company selling goods without opening a store in Vietnam need a retail outlet establishment license?

Not every FDI enterprise exercising retail distribution rights is also required to establish a retail outlet.

Enterprises may sell goods through methods consistent with their licensed scope of operation without necessarily organizing a separate physical retail location.

However, when an FDI company sets up a location to directly conduct retail activities to consumers, the enterprise needs to determine whether that location is considered a retail outlet under the law and whether it is required to obtain a retail outlet establishment license.

For sales models via websites, marketplaces or e-commerce platforms, it is also necessary to distinguish between the enterprise selling its own goods and managing or operating an intermediary e-commerce platform, as each model has different legal requirements.

Conditions for obtaining a business license for FDI companies in Vietnam to exercise retail distribution rights

To carry out retail distribution activities that require a business license, FDI enterprises must meet the corresponding conditions under Decree 342/2026/ND-CP.

The review of conditions may depend on:

• The nationality of the foreign investor;
• International treaties to which both Vietnam and the investor’s country are members;
• The type of goods intended for retail;
• The scope of Vietnam’s market access commitments;
• Specialized conditions applicable to the goods;
• The enterprise’s tax compliance status where required by law.

Therefore, for the same retail model, market access conditions may differ depending on the investor’s nationality, ownership structure and the type of goods intended for business.

Retail goods requiring special attention for FDI companies in Vietnam

Decree 342/2026/ND-CP continues to provide separate regulations for certain groups of goods such as:

• Rice;
• Sugar;
• Recorded video products;
• Books, newspapers and magazines;
• Certain goods for which Vietnam has not fully committed to market access.

For these groups of goods, FDI enterprises should not rely solely on the business lines registered on the enterprise registration certificate (ERC) or the project objectives on the investment registration certificate (IRC) to carry out retail activities.

The company needs to further check the scope of its retail distribution rights, market access conditions and relevant specialized licenses before putting goods into business.

Conditions for establishing the first retail outlet of an FDI company in Vietnam

Under Decree 342/2026/ND-CP, when establishing its first retail outlet, an FDI company needs to satisfy the corresponding legal conditions.

No overdue tax debts

Where a foreign-invested economic organization has been established in Vietnam for 1 year or more as of the date of dossier submission, the enterprise must meet the requirement of having no overdue tax debts as prescribed.

This is one of the issues enterprises should review before preparing a dossier for the retail outlet establishment license for FDI companies in Vietnam from October 18, 2026.

The retail outlet location must meet legal conditions

This is one of the notable points under Decree 342/2026/ND-CP.

The proposed location for the retail outlet must meet legal requirements related to:

• Land management;
• Planning;
• Investment;
• Construction;
• Fire prevention and fighting;
• Traffic safety;
• Environmental sanitation.

Thus, the fact that an FDI company has signed a premises lease does not mean that the location automatically qualifies for a retail outlet establishment license.

Viet An Law Firm recommends that FDI enterprises conduct a legal check of the retail location before signing a long-term lease, paying a deposit or investing heavily in renovating the premises.

Do the second and subsequent retail outlets of an FDI enterprise in Vietnam require an ENT?

Not all second and subsequent retail outlets are required to undergo an ENT.

ENT (Economic Needs Test) is a procedure for assessing economic needs that applies when an FDI enterprise establishes retail outlets other than the first retail outlet in cases prescribed by law.

Decree 342/2026/ND-CP introduces notable changes in determining the cases in which an ENT is required.

First, the FDI company needs to determine whether the investor’s country or territory is a party to an international treaty to which Vietnam is a member and whether that treaty contains a commitment to eliminate the ENT.

Therefore, it should not be assumed that opening a second retail outlet automatically requires the enterprise to undergo an ENT.

Cases of ENT exemption for small retail outlets in Vietnam

In addition to cases where international commitments on the elimination of the ENT apply, Decree 342/2026/ND-CP continues to provide exceptions for certain small-scale retail outlets.

A retail outlet other than the first retail outlet is not required to undergo an ENT if it simultaneously meets the following conditions:

• An area of less than 500 m²;
• Located in a shopping mall;
• Not a convenience store;
• Not a mini supermarket;
• Not a supermarket.

Therefore, an area of less than 500 m² is not the only condition for ENT exemption.

FDI enterprises need to consider the area, location and type of retail outlet together before determining whether an economic needs test is required.

ENT criteria in Vietnam under Decree No. 342/2026/ND-CP

Where a retail outlet is subject to an ENT, the competent authority will consider several main factors such as:

• The scale and the affected geographical market area;
• Impact on the existing retail market and traditional markets;
• The needs of the area and the capacity of the proposed retail outlet to meet them;
• Potential contribution to socio-economic development;
• Requirements for security, order and social safety.

Note that the 5,000 m² mark is not an ENT exemption threshold but is used to determine the geographical scope of assessment when conducting an ENT.

FDI enterprises may refer to Viet An Law Firm’s separate article on the economic needs test (ENT) when establishing retail outlets for details on applicable cases and assessment criteria.

Dossier for a retail outlet establishment license for FDI companies in Vietnam

Under Decree 342/2026/ND-CP, the dossier for a retail outlet establishment license of an FDI company basically includes the following documents:

Application for a retail outlet establishment license

The FDI company uses the application form in the Appendix issued together with Decree 342/2026/ND-CP.

Explanation of the retail outlet location

The explanation should include information related to:

• The address of the retail outlet;
• A description of the common area and the area used for the retail outlet;
• Satisfaction of the legal conditions of the location;
• Documents proving the right to use the location.

This is an important group of documents because the legal conditions of the location directly affect the possibility of obtaining a retail outlet establishment license.

5-year business plan for the retail outlet

The business plan should present main contents such as:

• Business plan;
• Market development plan;
• Labor demand;
• Socio-economic impact;
• Expected efficiency of the retail outlet.

Enterprises should develop a plan consistent with the actual scale, goods and operating model of the retail outlet.

Documents on tax obligations

Where required, documents from the tax authority proving that the enterprise has no overdue tax debts must meet the required confirmation period as prescribed.

ENT-related documents

If the retail outlet is subject to an ENT, the FDI company needs to prepare an explanation and documents related to the economic needs test criteria applicable to the proposed retail outlet.

Procedure and time for granting a retail outlet establishment license in Vietnam

After preparing a complete dossier, the FDI company submits it to the competent authority in the locality where the retail outlet is to be located. Depending on each case, the dossier may be reviewed directly or require additional consultation with relevant agencies under Decree 342/2026/ND-CP. The actual processing time depends on whether the retail outlet is subject to an ENT, the scale of the location, the type of goods traded and whether the dossier needs to be amended or supplemented. Enterprises should identify the applicable case from the outset to accurately estimate the licensing timeline.

Can the business license and the retail outlet establishment license be obtained at the same time in Vietnam?

Yes. This is a notable point of Decree 342/2026/ND-CP.

Enterprises may carry out the procedures for granting the business license simultaneously with the retail outlet establishment license when meeting the corresponding conditions.

The dossier uses Form No. 02 issued together with the Decree.

For documents related to the retail outlet:

• If the retail outlet has an area of less than 500 m², the dossier may require a branch operation registration certificate or a business location registration certificate at the place where the retail outlet is established;
• If the retail outlet has an area of 500 m² or more, the dossier needs to be considered in connection with the investment registration certificate of the retail outlet establishment project as prescribed.

The choice between applying for each license separately or simultaneously should be determined right from the stage of preparing the legal structure of the retail project.

For investors who have just completed company registration in Vietnam and plan to open their first store right away, determining the procedural option from the outset can help avoid having to amend the dossier multiple times.

Authority granting the retail outlet establishment license for FDI companies in Vietnam

Under Decree 342/2026/ND-CP:

• The provincial People’s Committee where the FDI enterprise is headquartered grants, re-grants, adjusts and revokes the business license;
• The provincial People’s Committee where the enterprise locates its retail outlet grants, re-grants, adjusts, extends and revokes the retail outlet establishment license.

In certain cases related to the scale of the retail system or national security issues, the licensing authority must also carry out consultation procedures as prescribed.

Therefore, when an FDI company has multiple retail outlets in different provinces and cities, it needs to correctly identify the competent authority for each location.

Term of the retail outlet establishment license

The term of the retail outlet establishment license should not be understood as automatically unlimited. When preparing the dossier, FDI enterprises need to check the term of the investment project, the right to use the location or the premises lease term, and other relevant legal documents. Determining the term from the outset is especially important for FDI companies leasing retail locations on a long-term basis, as it affects investment plans, premises renovation and the timing of procedures for extending or adjusting the license.

What should FDI enterprises check before leasing a retail location in Vietnam?

Based on its practical experience advising foreign-invested enterprises, Viet An Law Firm recommends that investors should not choose retail premises based solely on commercial location or rental price.

Before signing a long-term lease or investing in renovating the location, an FDI company should check:

• Land use purpose;
• Legal documents of the building or shopping mall;
• Construction conditions;
• Fire prevention and fighting conditions;
• Relevant planning;
• Possibility of registering a branch or business location;
• Sales area;
• Type of retail outlet;
• Possibility of being subject to an ENT;
• Specialized licenses related to the goods.

Conducting a legal check of the location from the outset helps enterprises limit the risk of having signed a lease, paid a deposit or invested in renovation only to find that the location does not meet the conditions for a retail outlet establishment license.

Common mistakes of FDI companies when opening retail outlets in Vietnam

Confusing the business license with the retail outlet establishment license

This is one of the common misconceptions among FDI enterprises when implementing retail activities.

Being granted retail distribution rights does not mean that the enterprise is entitled to open a store at any location.

When setting up a specific retail location, the enterprise still has to consider the conditions and procedures for obtaining a retail outlet establishment license for an FDI company as prescribed.

Signing a lease before checking the legal status of the location

A location that is suitable in terms of commercial position or rent may not necessarily meet the legal conditions to be used as a retail outlet.

Therefore, FDI companies should review the legal documents of the location before signing a long-term lease, paying a large deposit or carrying out renovations.

Focusing only on area when determining ENT obligations

Many enterprises believe that retail outlets under 500 m² are automatically exempt from the ENT. However, ENT exemption requires simultaneous consideration of the area, the location within a shopping mall and the type of retail outlet.

Enterprises need to fully assess all conditions rather than relying solely on the area.

Failing to review conditions for the goods intended for business

For certain groups of goods, having registered business lines or distribution rights does not mean the enterprise can immediately put the goods up for retail.

FDI companies need to further check market access conditions, the scope of distribution rights and relevant specialized licenses.

Viet An Law Firm’s service of obtaining retail outlet establishment licenses for FDI companies in Vietnam

Viet An Law Firm supports FDI enterprises and foreign investors in establishing and operating retail activities in Vietnam, including:

• Advising on conditions for exercising retail distribution rights;
• Reviewing the legal conditions of the proposed retail outlet location;
• Determining whether an ENT is required or exempted;
• Advising on the option of applying for the business license and the retail outlet establishment license simultaneously;
• Preparing dossiers for the retail outlet establishment license;
• Drafting explanations of the location and business plans;
• Supporting explanations and dossier supplements during review by state authorities;
• Advising on adjusting, extending or opening additional retail outlets;
• Advising on specialized licenses related to the goods traded.

Preparing the legal structure and checking the location from the outset is especially important for foreign-invested retail projects.

Viet An Law Firm accompanies investors from the stage of assessing legal feasibility, establishing the enterprise and obtaining distribution rights until the FDI company is granted a retail outlet establishment license and officially commences business operations in Vietnam.

Author: Lawyer Trung Thi Lieu

Reviewed by: Lawyer Dong Van Thuc

Hotline/Zalo/WhatsApp: (+84) 961 675 566

Email: info@vietanlaw.com

Hanoi office: 3rd Floor, Hoang Ngan Plaza Building, No. 125 Hoang Ngan Street, Yen Hoa Ward, Hanoi

Ho Chi Minh City office: Room 2.26 – 2.27, Charmington La Pointe Building, 181 Cao Thang Street, Hoa Hung Ward, Ho Chi Minh City