From 18 October 2026, Decree 342/2026/ND-CP (Decree 342) replaces Decree 09/2018/ND-CP (Decree 09), introducing new framework for foreign-invested enterprises engaging in trading and directly related activities in Vietnam.
Perhaps the most awaited part of Decree 342 is the lifting of the ENT – Economic Needs Tests. Since its birth, ENT has been playing as the most challenging hurdle to foreign retailers to open large retail stores in Vietnam (which has been jokingly decoded as Ear – Nose – Throat, to convey partly the “nuisance” these tests cause to foreign retailers: not fatal but taking lots of time to get over). This lifting marks the end of 20 years of the ENT.
Thus, in this briefing, we aim to share mainly to foreign investors who wish to open retail stores which under Decree 09 would be subject to the ENT, and now preparing to enjoy the new, more preferential market opening under Decree 342. Accordingly, we will share the following four most noticeable points:
• ENT non-applicability;
• New location requirements;
• Clearer determination of affected geographical market area; and
• New national-security review.
Table 1 (EN)
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Topic
Decree 09
Decree 342, with LNT’s comments
1.
ENT non-applicability: commitment under FTAs now implemented
Second and subsequent retail outlets: ENT does NOT apply if the retail store(s) meets ALL conditions below1:
Area under 500 m²;
Located in a shopping center; and
Not a convenience store or mini supermarket.
Besides the existing non-applicability under Decree 09, Decree 342 adds the most awaited case where ENT does not apply:
Investor from a country whose treaty/ FTA with Vietnam provides for removal of the ENT requirement (e.g. CPTPP/ EVFTA investors).2
LNT’s comments:
For those foreign retailers who have been waiting to open large retail stores in Vietnam, this is perhaps the most important change.
Of note, only investors from a country being member to the certain FTAs can enjoy this special market opening.
2.
Location requirements for retail outlets: Broader and subject to interpretation
Conditions:3
No overdue tax liabilities, if the entity has been established in Vietnam for ≥ 1 year.
The location for the retail outlet is consistent with relevant planning for the geographical market area.
Conditions:4
No overdue tax liabilities, if the entity has been established in Vietnam for ≥ 1 year as at the dossier submission date.
Retail outlet location must fully comply with applicable laws on (i) land; (ii) planning; (iii) investment; (iv) construction, (v) fire prevention and fighting; (vi) traffic safety; and (vii) environmental sanitation.
LNT’s comments:
The references to laws from (i) to (vii) above are huge. Decree 342 broadens the location test from consistency with planning to compliance with multiple specialized-law requirements.
Of note, Decree 342 does not clearly set out how “full compliance” will be assessed in practice. The application forms/ templates under this decree also do not fully resolve this.
Possible implication: This may be the room for the licensing-authority’s discretion. Often, when it remains subject to interpretation, requests for additional documents and inter-agency consultation may arise, eventually causing delays.
3.
Affected geographical market area test: clearer
No threshold for determining the level of the affected geographical market area.
Introduces a 5,000 m² threshold to determine the applicable level of the affected geographical market area:
Retail outlets < 5,000 m² → commune/ ward level;
Retail outlets ≥ 5,000 m² → provincial level.5
LNT’s comments:
The new 5,000 m² threshold reduces ambiguity over the affected geographical market area, and provides a more targeted basis for the ENT assessment.
4.
National security review: introduced
Screening process by the Ministry of Public Security (MPS) and Ministry of National Defense (MOD) was not specified.
The licensing authority for the Trading License and Retail Outlet License must obtain clearance from both MPS and MOD on national-security matters in the following cases:6
Foreign-controlled operators of qualifying large intermediary e-commerce platforms, e-commerce social networks or integrated e-commerce platforms;
Large retail networks, where the investor has reached:
100 outlets, each < 500 m²; and/or
50 outlets, each from 500 m² to < 3,000 m²; and/or
30 outlets, each ≥ 3,000 m².
LNT’s comments:
For cases subject to the review, this process could potentially be time-consuming in practice.
1 Decree 09, Article 23.1.
2 Decree 342, Article 22.1.
3 Decree 09, Article 22.1, amended by Government’s Resolution No. 19/2026/NQ-CP, Appendix II, Part E, Clause III.
4 Decree 342, Article 21.1.
5 Decree 342, Article 22.2(a).
6 Decree 342, Articles 8.3, 12, 26 and 27.
In summary, Decree 342 is expected to make retail expansion easier for many foreign investors, particularly those from members of the new FTAs such as CPTTP and EVFTA. That said, it remains to be seen how the new and updated requirements under Decree 342, especially the ones with room of regulatory discretion, such as site-compliance requirements and the MPS/ MOD national-security review, will be applied in practice.
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