Foreign-Controlled E-Commerce Platforms Get a Security Check: Nghị định 342/2026/NĐ-CP Rewrites Việt Nam's FDI Trading Rules

For eight years, a foreign-invested company that wanted to sell goods in Việt Nam — run a supermarket chain, import and wholesale, or operate an online marketplace — worked under Nghị định 09/2018/NĐ-CP. That decree was written before the Luật Thương mại điện tử existed, before the 2023 consumer-protection law coined the term “nền tảng số lớn”, and before the 2025 merger of provinces reshuffled the offices that issued the licences. On 3 September 2026 the Government replaced it. Nghị định 342/2026/NĐ-CP keeps the two-licence architecture of its predecessor but moves the licensing desk, adds a national-security review that names e-commerce platforms explicitly, and narrows the economic needs test that has long irritated foreign retailers.

What the document is

Nghị định 342/2026/NĐ-CP “quy định chi tiết Luật Thương mại và Luật Quản lý ngoại thương về hoạt động mua bán hàng hóa và các hoạt động liên quan trực tiếp đến mua bán hàng hóa của nhà đầu tư nước ngoài, tổ chức kinh tế có vốn đầu tư nước ngoài tại Việt Nam” was issued by the Government on 3 September 2026, signed by Deputy Prime Minister Phạm Gia Túc on the Prime Minister’s behalf, on the proposal of Bộ Công Thương. Its legal bases are the Luật Thương mại số 36/2005/QH11, the Luật Quản lý ngoại thương số 05/2017/QH14 and the new Luật Đầu tư số 143/2025/QH15; Điều 1 says it details Điều 22 of the Luật Thương mại and Điều 5 of the Luật Quản lý ngoại thương. The text runs to 5 chapters and 45 articles, followed by an appendix of 15 forms, and was posted on the Government’s document portal on 7 September.

Điều 45 sets the effective date at 18 October 2026. From that day it replaces Nghị định 09/2018/NĐ-CP of 15 January 2018 and also repeals Điều 36 of Nghị định 146/2025/NĐ-CP, the June 2025 decree that redistributed powers in industry and trade during the provincial mergers.

Who needs which licence

The decree applies to foreign investors and to “tổ chức kinh tế có vốn đầu tư nước ngoài” — companies in Việt Nam with foreign capital, including those treated as foreign under khoản 1 Điều 20 of the Luật Đầu tư. The basic trading rights — export, import and wholesale distribution of ordinary goods — do not need a separate licence; under Điều 6 they are exercised once registered on the company’s investment and enterprise papers. Where a non-treaty investor registers those rights, the registration office must first consult the provincial People’s Committee.

A Giấy phép kinh doanh (business licence) is required under Điều 5 for a list of more sensitive activities: retail distribution; import and wholesale of goods Việt Nam has not committed to open; logistics services outside the sub-sectors already committed in trade agreements; leasing of goods other than financial leasing; trade-promotion services other than advertising; commercial-intermediary services other than wholesale and retail agency; the organisation of goods and services tenders; and — in the wording that matters for the tech sector — “quản lý và vận hành nền tảng thương mại điện tử trung gian, mạng xã hội hoạt động thương mại điện tử, nền tảng thương mại tích hợp”. Those three platform types are the categories created by the Luật Thương mại điện tử, passed on 10 December 2025 and in force since 1 July 2026. Nghị định 09/2018 spoke only of the generic “dịch vụ thương mại điện tử”; the new decree adopts the vocabulary of the e-commerce law, which means a social network with a shopping function or a super-app that bundles commerce with other services now falls squarely inside the licensing perimeter.

A separate Giấy phép lập cơ sở bán lẻ (retail-outlet licence) remains necessary for each physical shop. Điều 3 now defines the outlet types by sales-floor area: a cửa hàng tiện lợi is under 300 m², a siêu thị mini is up to 500 m², a siêu thị is over 500 m², and a trung tâm thương mại is a licensed complex housing several outlets.

What changed compared with 2018

The licensing desk moved. Under the 2018 regime licences came from the provincial Sở Công Thương, with Bộ Công Thương’s opinion required in a range of cases. Điều 8 of the new decree gives the power to issue, re-issue, amend and revoke both licences to the Ủy ban nhân dân cấp tỉnh — the provincial People’s Committee where the company has its head office or, for outlet licences, where the shop is. The Bộ Công Thương opinion step is gone.

A national-security review replaces it for three situations. Điều 8 khoản 3 requires the licensing authority to obtain the opinions of Bộ Công an and Bộ Quốc phòng when: (a) the investor comes from a country or territory that is not party to a trade agreement with Việt Nam, or seeks to trade in goods or services Việt Nam has not committed to open; (b) a foreign investor controls the company that operates an intermediary e-commerce platform, an e-commerce social network or an integrated platform that qualifies as a “nền tảng số lớn” under consumer-protection and e-commerce law; or (c) the investor asks to keep operating, or to add to, a portfolio of at least 100 outlets under 500 m², 50 outlets between 500 m² and 3,000 m², or 30 outlets of 3,000 m² or more. Điều 12 gives the two ministries 14 working days to respond; a refusal by either one is a refusal of the licence.

The “large digital platform” threshold is not defined in this decree. It comes from khoản 4 Điều 39 of the Luật Bảo vệ quyền lợi người tiêu dùng số 19/2023/QH15, as detailed by Nghị định 55/2024/NĐ-CP: a platform with at least 3,000,000 active user accounts a year in Việt Nam, or one classed as a large or very large intermediary platform under e-transactions law. In practice the rule targets the handful of foreign-controlled marketplaces and shopping-enabled social networks operating at national scale.

Conditions now depend on where the investor comes from. Điều 9 separates investors from treaty partners — who need only meet the market-access conditions of the relevant agreement and have no overdue tax debt if the company is more than a year old — from investors without a treaty, who must additionally show consistency with sectoral law and with “mức độ cạnh tranh của doanh nghiệp trong nước” over the preceding year. For the five goods still outside Việt Nam’s commitments (petroleum-based lubricants; rice; sugar; recorded media; books, newspapers and magazines) the old restrictions survive: lubricant import and wholesale is reserved for companies that produce lubricants or the machinery that uses them, and rice, sugar, recorded media and print may be retailed only through licensed convenience stores, mini-marts and supermarkets. For uncommitted sectors the licensing authority also weighs local and national development strategy, the state of market-opening negotiations and, for non-treaty investors, diplomatic relations and national security.

The economic needs test shrinks. Under Nghị định 09/2018, every retail outlet after the first was subject to an ENT unless it was under 500 m², inside a shopping centre, and not a convenience store or mini-mart. Điều 22 of the new decree confines the test to investors from countries without a treaty commitment to abolish ENT — a group that no longer includes EU, UK or CPTPP investors, whose agreements phased the test out. The exemption for small in-mall outlets is retained, and the geographic market examined is now fixed by size: ward level for outlets under 5,000 m², provincial level above. The criteria themselves — impact on existing shops and traditional markets, contribution to the local economy, and compatibility with security in border, island and military areas — are familiar from 2018.

Deadlines and reporting. A business licence application is checked for completeness within 3 working days and decided within 10 working days of a complete file (Điều 12); an outlet licence takes 14 working days without ENT (Điều 26), and the ENT council has 20 working days when one is required (Điều 27). LuatVietnam’s reading of Điều 38 puts the compliance report on a semi-annual cycle, due by 15 January and 15 July.

Transition

Điều 44 is generous to existing operators. Licences issued under the 2018 decree stay valid and their holders continue as licensed. Amendments to an existing licence follow the new procedures, and the authority re-records the old content alongside the change. Where a head-office or shop address changed only because of the provincial mergers, no licence amendment is needed. Applications already lodged before 18 October are processed under Nghị định 09/2018 and the repealed Điều 36 of Nghị định 146/2025, but an applicant asked to supplement an incomplete file has at most six months to do so before the new rules take over.

Practical implications

For foreign-controlled platforms the message is that scale now carries a licensing consequence. An operator whose platform crosses the 3-million-account line, or that changes hands to a foreign controller, should expect its Giấy phép kinh doanh application or amendment to route through two security ministries. The decree does not say what the ministries assess or how a refusal can be challenged; the forms in the appendix (Mẫu số 10 and 11) only fix the format of the request and the reply.

For retailers, the practical winners are EU, UK and CPTPP-based chains, which can now open second and subsequent outlets without an ENT, though the new portfolio thresholds mean a chain approaching 100 small shops or 30 hypermarkets will still face the security consultation. Chains from countries without a trade agreement lose nothing compared with 2018 but gain nothing either.

For all foreign-invested traders, the move to provincial People’s Committees means a new counterpart and, during the first months, a new set of officials learning the file. Companies with head offices in provinces created by the 2025 mergers should check that their registered address on the licence matches the new administrative unit, even though the decree says no amendment is required.

Open questions

The decree points to “pháp luật về bảo vệ người tiêu dùng và thương mại điện tử” for the definition of a large platform, but the e-commerce law’s own implementing decree, Nghị định 248/2026/NĐ-CP, uses its own platform categories; whether the two thresholds are read together or separately is not spelled out. Nor does the text say whether the security consultation is repeated when an existing licensed platform later grows into a “nền tảng số lớn”, or only at the next amendment. And the phrase “phù hợp với mức độ cạnh tranh của doanh nghiệp trong nước” — the competitiveness benchmark for non-treaty investors — has no metric attached, leaving considerable discretion to provincial authorities.

Sources

This post is general information, not legal advice.