Vietnam Retail Outlet Licences: ENT Exceptions and Store-Level Checks

Before committing to a Vietnam store, a foreign-invested retailer should answer three separate questions: does the company have retail distribution rights, can the particular premises be licensed, and does opening that outlet require an economic needs test (ENT)? An exemption from ENT answers only the third question.

Decree 342/2026/ND-CP was issued on 3 September 2026 and took effect on 18 October 2026, replacing Decree 09/2018/ND-CP. Its outlet rules are now operative, not merely a proposed liberalisation. Articles 21 and 22 preserve premises conditions while expressly recognising treaty-based ENT relief.1

Separate the company licence from the store licence

The business licence authorises the company's relevant trading activity, including retail distribution. The retail outlet establishment licence authorises a particular outlet. Under Article 5, the ordinary sequence is to obtain the business licence and location documents before applying for the outlet licence. A first outlet in the same province or centrally governed city as the head office can be submitted through the combined application procedure.1

The distinction also affects geography. Article 8 assigns business licensing to the provincial People's Committee where the head office is located, and outlet licensing to the provincial People's Committee where the store is located.1 Confirm the receiving office and submission channel locally rather than sending every application to the head-office province.

Our business-licence overview covers the wider activity-level framework. For a store rollout, the additional task is a separate approval file for each proposed location.

Establish whether it is genuinely a first outlet

A newly incorporated company does not necessarily obtain a fresh first-outlet position. Article 3 includes outlets established by an investor or foreign-invested organisation already having an outlet in Vietnam. It also captures outlets using the same brand or trade name as an existing licensed, operating foreign-invested outlet.1

Prepare a Vietnam outlet register before classifying the application. Record the investor, operating entity, brand, licence status and location of existing stores. Flag brand-sharing arrangements even where the proposed operator is a different company. Do not rely solely on that company's enterprise-registration date.

This is especially important when regional headquarters propose separate entities for different provinces. Corporate structuring and outlet numbering need to be assessed together, not in isolation.

Test treaty eligibility before using the small-store exception

Article 22 requires ENT for additional outlets where the foreign investor is from a country or territory not participating in a treaty with Vietnam containing an ENT abolition commitment, subject to the separate small-store exception.1

The Comprehensive and Progressive Agreement for Trans-Pacific Partnership (CPTPP) removes Vietnam's retail ENT reservation five years after entry into force for Vietnam. That transition has elapsed. The EU-Vietnam Free Trade Agreement (EVFTA) also abolishes ENT after five years; its transition expired on 1 August 2025. The Ministry of Industry and Trade's May 2026 response confirmed the treaty commitments and their direct application, while the replacement domestic decree was still being prepared.2 3 4

A qualifying Singapore investor can therefore assess the CPTPP route instead of assuming that every second store must satisfy the domestic small-store exception. But membership of the World Trade Organization, a foreign brand's headquarters or a supplier's nationality is not itself proof of an ENT abolition commitment.

Create an eligibility note identifying the actual investor, selected treaty and relevant commitment. For a Singapore holding company, check CPTPP denial-of-benefits provisions: benefits may be denied where the enterprise is owned or controlled by persons of a non-party or the denying party and lacks substantial business activities in another treaty party.5 Treaty access is not an automatic consequence of incorporating a holding company.

Also check the product range. EVFTA's distribution schedule excludes products including pharmaceuticals, rice, sugar and books from its commitments. ENT relief should not be read as unrestricted permission to sell every product.4 Our free-trade agreement guide provides broader context, but the selected retail commitment needs its own analysis.

Apply the domestic exception to the actual store format

For an additional outlet otherwise requiring ENT, Article 22's domestic exception requires all three conditions: an area below 500 square metres, location inside a shopping centre, and a format that is not a convenience store, mini-supermarket or supermarket.1

An illustrative 420-square-metre fashion boutique inside a qualifying shopping centre may fit that exception. A similarly sized mini-supermarket does not qualify through this domestic route merely because it is small. These examples are classification illustrations, not approval predictions.

Check the shopping centre's legal status, not just its marketing name. Article 3 defines a shopping centre by reference to clustered retail and service premises in adjoining structures licensed under investment and construction law. The same article's selling-area definition includes display, storage and directly supporting retail areas.1 Reconcile the application measurement with the lease plan and operational layout, and confirm any measurement uncertainty before relying on a threshold.

Build the location file before irreversible fit-out spending

Articles 3 and 21 require evidence of lawful use of the premises and compliance with land, planning, investment, construction, fire safety, traffic safety and environmental sanitation requirements.1 A signed lease alone does not establish all those conditions.

Ask the landlord for the documents supporting the intended retail use, relevant building approvals and fire-safety position. Match them to the exact leased unit and proposed layout. Allocate responsibility for missing documents and remedial works in the lease, with commercial protections if licensing cannot proceed. These are risk-management recommendations, not a prescribed statutory lease template.

Size also changes the application documents independently of ENT. Article 25 distinguishes outlets below 500 square metres from those at or above that threshold. The larger-outlet dossier includes branch registration and an Investment Registration Certificate for the outlet project. Database access can remove the need to resubmit specified copies, but does not remove the underlying requirements.1 Coordinate this with the Investment Registration Certificate guide.

Prepare market evidence where ENT remains necessary

Article 22 assesses the affected market at commune or ward level for outlets below 5,000 square metres, and provincial level for outlets at or above that threshold. Criteria include effects on existing retailers and traditional markets, local demand, the proposed outlet's contribution to retail modernisation and living conditions, and security considerations.1

Use a defined catchment map, evidence of unmet demand and a credible explanation of the proposed offer. Distinguish measured facts from sales forecasts. Article 25 requires an outlet business plan covering five years and an explanation of relevant ENT criteria where applicable.1 A generic national market presentation is not a substitute for location-specific evidence.

A short pre-opening checklist

Before setting the opening date:

• Confirm retail rights, product scope and the outlet's position within the existing network.
• Document treaty eligibility or every condition of the domestic ENT exception.
• Reconcile floor plans, store format and the relevant registration documents.
• Close gaps in premises evidence and prepare the required business plan.
• Check overdue tax debts where the entity has existed for at least one year, and assess security-review triggers.1

For another outlet, Article 8 requires national-security consultation where the investor already owns or participates in ownership of at least 100 outlets below 500 square metres, 50 outlets from 500 to below 3,000 square metres, or 30 outlets at or above 3,000 square metres.1 Keep network counts by size band, not just a total store count.

Focused questions

Does ENT exemption mean the store can open immediately?

No. Outlet licensing and premises conditions remain. Article 26 provides a 14-working-day assessment stage from receipt of a complete, valid dossier for the ordinary non-ENT route, with additional stages where security consultation applies. Treat that as a statutory stage, not a guaranteed lease-to-opening timetable.1

Can the outlet licence outlast the lease?

Article 24 ties its duration to the shorter of the remaining outlet-project investment-certificate term and the documented premises lease term.1 Check the proposed licence period against the actual lease, rather than assuming a longer corporate or business-licence term carries through.

References

• 1 Government of Vietnam: signed Decree 342/2026/ND-CP, particularly Articles 3 to 5, 8, 21 to 27 and 45
• 2 Ministry of Industry and Trade: CPTPP Annex I, Vietnam distribution-services reservation
• 3 Government of Vietnam: Ministry of Industry and Trade response on ENT treaty commitments, 10 May 2026
• 4 European Union Publications Office: EU-Vietnam Free Trade Agreement, Annex 8-B distribution-services schedule
• 5 Ministry of Industry and Trade: CPTPP Chapter 9, Article 9.15 denial of benefits