COMPARISON OF DECREE NO. 342/2026/ND-CP AND DECREE NO. 09/2018/ND-CP ON GOODS TRADING ACTIVITIES OF FOREIGN-INVESTED ENTERPRISES (FIEs)

Answer:

Hello, on October 18, 2026, Decree No. 342/2026/NĐ-CP officially comes into force and completely replaces Decree No. 09/2018/NĐ-CP. The new Decree introduces notable administrative reforms while simultaneously tightening compliance obligations throughout the enterprise’s operational life. A detailed comparative summary of core changes is outlined below:

1. Licensing Authority for Business Licenses and Retail Outlet Establishment Licenses

– Previously (Decree 09/2018/NĐ-CP): The authority to grant, re-issue, amend, and revoke Business Licenses and Retail Outlet Licenses belonged to the Department of Industry and Trade (DOIT) where the head office or retail outlet was located.

– From October 18, 2026 (Decree 342/2026/NĐ-CP): The licensing authority officially transfers to the Provincial People’s Committee (PPC). DOIT acts as the receiving and appraising body before submitting to the PPC for final issuance.

Legal basis: clauses 1 and 2, Article 8 of Decree No. 342/2026/NĐ-CP.

2. Consulting Agencies: Removal of MOIT approval, replaced by MPS and MOD in special cases

– Previously: Most licensing procedures required written consultation and approval from the Ministry of Industry and Trade (MOIT) and line Ministries.

– From October 18, 2026: Written consultation with MOIT for standard procedures is abolished. Consultation is required exclusively with the Ministry of Public Security (MPS) and Ministry of National Defense (MOD) regarding national security in 03 specific scenarios:

(i) Investors from non-treaty countries/territories;

(ii) Investors controlling major digital platforms;

(iii) Large-scale retail chains (from 100 outlets under 500m², 50 outlets from 500m² – 3,000m², or 30 outlets from 3,000m² upwards). Standard retail outlet establishment licenses no longer require Ministry-level consultation.

Legal basis: clause 3, Article 8 of Decree No. 342/2026/NĐ-CP.

3. Reduction of Dossier Requirements and Abolition of Financial Plan Conditions

– Submitting papers only when non-searchable: Enterprises are required to submit hard/soft copies of ERC, IRC, or tax records only if the Licensing Authority cannot access or retrieve them from national/specialized databases.

– Abolition of Financial Plan: When applying for a Business License, enterprises are no longer required to provide financial support commitments, bank guarantees, or financial capability documents.

Legal basis: clause 1, Article 9 and clause 7, Article 11 of Decree No. 342/2026/NĐ-CP.

4. Mandatory Maintenance of Market Access Conditions Throughout Operations

– Previously: Market access conditions were evaluated only at the time of license issuance.

– From October 18, 2026: Enterprises are obligated to maintain market access conditions throughout their entire business operations. Failure to maintain conditions will lead to mandatory suspension; failure to remedy within 12 months will result in operational termination and license revocation.

Legal basis: point a, clause 1, Article 9, point c, clause 1, Article 40 and point d, clause 1, Article 41 of Decree No. 342/2026/NĐ-CP.

5. Revised Business License Term and Increased Reporting Frequency

– Business License Term: For investors from treaty countries with market access commitments, the Business License term is granted corresponding to the term of the Enterprise Registration Certificate (ERC), rather than being capped at 05 years.

– Reporting Regime: Increased from 01 time/year (before January 31) to 02 times/year (before January 15 and July 15). Failure to submit periodic reports for 24 consecutive months or receiving 03 consecutive administrative penalties within 12 months constitutes grounds for license revocation.

Legal basis: point a, clause 2, Article 10, point a, clause 1, Article 38 and point g, clause 1, Article 42 of Decree No. 342/2026/NĐ-CP.

=> Our practical recommendation: 

– For Licenses issued prior to October 18, 2026: Enterprises may continue using existing licenses without being forced to re-apply. Adjustments will follow the procedures under Decree 342/2026/NĐ-CP when needed.

– Review reporting schedules: Enterprises must immediately update their internal compliance calendars to reflect the two new reporting deadlines (January 15 and July 15) to avoid administrative fines or license revocation risks.