Draft Decree on the sale and purchase of goods and related activities of foreign-invested enterprises 

Overview: The Ministry of Industry and Trade (“MOIT”) has released the second draft of the Decree on the trading of goods and related activities of foreign-invested enterprises (“Draft Decree”) on 29 September 2025. This Draft Decree is intended to replace Decree No. 09/2018/ND-CP (“Decree 09”), which has governed the trading and related activities of foreign-invested enterprises (“FIEs”) in Vietnam since 2018.

While maintaining the current requirements for Business Licenses applicable to FIEs engaged in retail activities, the Draft Decree introduces a number of revisions to the existing regulatory framework. These revisions reflect Vietnam’s ongoing efforts to streamline administrative procedures, enhance transparency, and align domestic regulations with its international trade commitments. The key changes are summarized below:

1. Decentralization of licensing authority: The licensing authority for business license issuance and related activities is proposed to be decentralized from the MOIT to provincial People’s Committees. This reform aims to simplify administrative procedures and remove the requirement for prior approvals from MOIT or other ministries.
2. Removal of Economic Needs Test (ENT): The Draft Decree proposes to eliminate the ENT requirement for the establishment of retail outlets by investors from countries that have treaty commitments to eliminate the ENT (e.g., CPTPP, EVFTA, etc.). However, it introduces additional documentation requirements for new retail outlets, meaning that foreign-invested retailers from non-exempt countries will continue to face administrative burdens and challenges in establishing and expanding their retail presence in Vietnam.
3. Transition rules for enterprises becoming FIEs: Enterprises that transition to FIEs through mergers and acquisitions must adhere to the FIE licensing requirements. A transitional period of 12 months is granted for such enterprises to obtain the requisite Business License or Retail Outlet License.

In summary, given that the Draft Decree is still under development, additional regulatory guidance and clarifications are expected. We are actively following up with the relevant authorities and will keep you informed of key updates once the new decree is officially issued.