A briefing for VFLN members on the new rules for goods trading and retail outlets of foreign-invested companies.
Figures are published by third parties, compiled as-is, and may change. We do not independently verify the underlying data — check the source before acting on it. For reference only; not legal, tax, or investment advice.
Decree 342/2026/ND-CP was issued on 3 September 2026 and takes effect on 18 October 2026, replacing Decree 09/2018/ND-CP. It governs goods trading by foreign investors and foreign-invested companies, including retail outlet licences.
For franchise systems, the decree does not change franchise registration with the Ministry of Industry and Trade. But Article 3(6) counts franchising in the distribution sector as distribution, and Article 3(11) treats an outlet that shares a trademark with a licensed outlet of another foreign-invested company as “beyond the first”.
The Economic Needs Test (ENT) applies only to outlets beyond the first, and not to investors from countries whose treaty commits Vietnam to abolish it (Article 22(1)) — CPTPP from January 2024, EVFTA from 1 August 2025, and UKVFTA. Vietnam's RCEP schedule keeps the ENT, so Korean, US, Thai and Chinese investors may still face it, except for outlets under 500 m² inside a trade centre that are not convenience stores, mini-marts or supermarkets.
A wholly Vietnamese-owned franchisee is outside the decree. Dine-in restaurants and cafés may not be “retail” under Article 3(9) — that is a reading of the text, with no official guidance yet; members should ask counsel about their own model.
The full English explainer, with an ENT checker and the article number for every point, was checked against the official text by vietnamfranchise.net. For reference only; not legal advice.
Sources
- Nghị định 342/2026/NĐ-CP — vanban.chinhphu.vn (3 September 2026)
- RCEP Annex II, Viet Nam schedule (sector 4.C) (15 November 2020)
- Trung tâm WTO và Hội nhập – VCCI (13 May 2026)