Decree No. 342/2026/ND-CP dated September 3, 2026 issued by the Government introduces several notable changes to the goods trading activities of FDI enterprises as follows:
by KMC Consulting Company Limited
1. Amendments and supplements to periodic reporting requirements (Article 38)
Under Decree No. 09/2018/ND-CP, FDI enterprises conducting goods trading activities and activities directly related to goods trading were only required to submit an annual periodic report before January 31.
Under Article 38 of Decree No. 342, such enterprises are required to submit two reports on the implementation of goods trading activities and activities directly related to goods trading each year, specifically:
- Annual report: to be submitted before January 15 of the following year;
- First six-month report: to be submitted before July 15 of the reporting year.
The report shall be prepared using Form No. 14 issued together with Decree No. 342. Accordingly, Decree No. 342 introduces an additional reporting period and changes the submission deadlines for periodic reports compared with the previous regulations.
2. Addition of the Provincial-level Police to the ENT Council (Articles 22 and 23)
Compared with the composition of the ENT Council prescribed in Article 24 of Decree No. 09/2018/ND-CP, Decree No. 342 adds a representative of the Provincial-level Police to the ENT Council. Accordingly, the ENT Council comprises representatives of the provincial-level People's Committee or an authorized agency, the Department of Industry and Trade, the Department of Finance, the Provincial-level Police, and relevant agencies and organizations.
This addition is consistent with Article 22 of Decree No. 342, under which the ENT criteria also include the conformity of the retail establishment with requirements for ensuring security, public order, social safety, border and island security, and military zones.
3. Transitional provisions for licenses and submitted dossiers (Article 44)
For dossiers that have been received by the licensing authority before October 18, 2026, such dossiers shall continue to be processed in accordance with Decree No. 09/2018/ND-CP and Article 36 of Decree No. 146/2025/ND-CP.
In cases where a dossier is incomplete or invalid, the enterprise must provide explanations and make supplements as requested by the licensing authority within a maximum period of six months from the date on which the licensing authority issues the request. Upon expiration of this period, the dossier shall be processed in accordance with Decree No. 342.
4. Clarification of the procedural timeline for enterprises becoming FDI enterprises following an M&A transaction (Articles 5 and 36)
Decree No. 09/2018/ND-CP prescribed the obligation to obtain licenses following an M&A transaction but did not clearly specify the applicable deadline.
Under Article 5 of Decree No. 342, where a Vietnamese enterprise operating an existing retail establishment receives capital contribution from, sells shares or capital contributions to, a foreign investor and becomes an FDI enterprise subject to the applicable regulations following the transaction, the enterprise must carry out procedures for obtaining a Business License and a License for Establishment of a Retail Establishment, allowing the existing retail establishment to continue its operations.
Under Article 36 of Decree No. 342, the application dossier for the License for Establishment of a Retail Establishment must be submitted within 30 days from the date on which the foreign investor is confirmed to satisfy the conditions for capital contribution, share purchase, or purchase of capital contribution.
During this period, the enterprise may continue operating at its existing retail establishments until the relevant license is granted, but for a maximum period of 12 months from the date stated in the document or legal document confirming the M&A transaction.
Accordingly, FDI enterprises conducting goods trading activities should update their periodic reporting schedules, review their dossiers in accordance with the new regulations, and verify the nationality and ownership structure of investors to determine the applicability of the ENT. For M&A transactions involving enterprises that already operate retail establishments, enterprises should carry out the procedures for obtaining the Business License and License for Establishment of a Retail Establishment within the prescribed time limit to avoid disruption to their operations.
