Vietnam caps shops’ trading during foreign-investment licensing at 12 months
Affected existing shops can keep trading while licences are processed, for up to 12 months. The duty to file within 30 days already existed.
Foreign investors buying into an existing Vietnamese retailer now have an explicit Vietnamese government rule for keeping its shops trading while the required licences are processed. The shops can continue selling during that process for up to 12 months from the specified investment document, but the business must submit its outlet-licence application within 30 days.
Decree 342/2026/ND-CP, effective from 18 October, applies this rule when an investment brings a retailer within the foreign-investment categories covered by Article 5(6). It concerns shops already operating when the business receives the foreign capital.
Two dates for an acquisition plan
For a buyer planning how the stores will operate after the investment, the practical point is to distinguish permission to keep selling during licensing from the deadline to apply. A completed investment does not itself replace the business licence or the licence required for each retail outlet.
The 12-month ceiling runs from the date on the relevant legal document or authority confirmation that the investor meets the conditions for the capital contribution or share acquisition. It does not run from the decree's effective date. Continued trading under this provision lasts until the required licences are issued, subject to that ceiling.
The application must be filed within 30 days of the specified investment confirmation or related legal document. Buyers therefore need the licensing application ready early in the transaction timetable, even when existing shops continue serving customers during processing.
The trading ceiling and the existing filing duty
The earlier decree already required licences after the relevant foreign investment and already imposed a 30-day filing duty. It also provided a procedure for existing shops to continue operating. The new wording expressly states that trading can continue while licensing is under way and sets a maximum period for it.
The express 12-month ceiling defines the maximum period of trading during licensing; it does not extend the 30-day filing deadline. It does not establish that shops previously had to close, guarantee a licence or authorise new outlets. Existing licence holders retain the separate protections in Article 44; this is not a general requirement for all foreign-invested retailers to reapply.
Source: Vietnam Government, Decree 342/2026/ND-CP, Articles 5, 36, 44 and 45; Vietnam Government, Decree 09/2018/ND-CP, Articles 5 and 38.
