Vietnam’s new licensing decree takes effect 18 October: what changes for brands entering through a local vehicle
Decree 342/2026/ND-CP, signed 3 September 2026 and effective 18 October 2026, sets the licensing framework for goods trading by foreign investors and foreign-invested enterprises in Vietnam. Retail distribution sits inside the licensed perimeter, which reaches most master franchise structures.
What takes effect
Decree 342/2026/ND-CP was signed on 3 September 2026 and takes effect on 18 October 2026. It details Commercial Law No. 36/2005/QH11 and the Law on Foreign Trade Management No. 05/2017/QH14 for goods purchase and sale, and directly related activities, by foreign investors and foreign-invested economic organisations in Vietnam.
According to the Vietnam News Agency report of 28 September 2026, the decree names nine groups of goods and services for which a foreign-invested enterprise must hold a business licence. Retail distribution is among them, alongside trade intermediary services, leasing of goods, specific goods such as rice, sugar, books and newspapers, and logistics services not yet committed to opening. Operating an intermediary e-commerce platform, and running a social network with commerce functions integrated, are brought inside the licensing perimeter. An enterprise that has operated for a year or more must have no overdue tax obligations.
Why this reaches franchising
Vietnam is one of the region’s most actively courted markets, and the usual entry structure is a local operating company holding the master franchise or area development rights. Where that company carries foreign capital and retails, the business licence and the retail outlet licence are preconditions for trading, not formalities to settle later.
Three consequences follow for a franchisor negotiating a Vietnam deal in the coming weeks. The licensing timeline belongs in the development schedule, not in a footnote. The tax standing of the proposed local vehicle becomes a due diligence item, because an overdue liability can stall the next licence. And the licensing dossier, which the legal press reports now expects a longer-horizon business plan, must match the unit rollout the franchise agreement commits to; an inconsistency between the two documents is the kind of thing that costs a quarter.
What to verify in the original
Details on licence duration and on transition periods for domestic companies receiving foreign capital are being read differently across Vietnamese legal commentary. The authoritative text sits on the Government portal, and any deal decision should rest on that rather than on a summary.
This is general legal and market information, not legal advice.
Compiled from public sources for information only, not investment advice.