Consolidated Decree No. 67/VBHN-ND-BCT: Rules on Goods Trading and E-Commerce Activities by Foreign Investors in Vietnam

Overview

Consolidated Decree No. 67/VBHN-ND-BCT, issued by the Ministry of Industry and Trade on July 9 2026 and published in Official Gazette No. 396-VBHN on July 15 2026, merges the original Decree 09/2018/ND-CP (effective January 15 2018) with the amendments introduced by Decree 248/2026/ND-CP (effective July 1 2026). It is the governing framework implementing the Commercial Law and the Law on Foreign Trade Management for goods trading and directly related activities carried out by foreign investors and foreign-invested economic organizations in Vietnam, and it now also folds in new rules on managing e-commerce platforms.

Scope and applicability

The decree applies to foreign investors and foreign-invested economic organizations exercising: export rights, import rights, distribution rights (wholesale, retail, sales agency, franchising), commercial inspection services, logistics services, goods leasing (excluding financial leasing), trade promotion services (excluding advertising), commercial intermediary services, management and operation of intermediary e-commerce platforms, social networks conducting e-commerce, and integrated e-commerce platforms, and bidding-organization services for goods and services.

Business License

A foreign-invested economic organization needs a Business License to: engage in retail distribution (except certain specified goods); import and wholesale-distribute lubricants, rice, sugar, recorded media, and books, newspapers, and magazines; provide logistics services beyond Vietnam's market-opening commitments; lease goods; provide trade promotion services; act as a commercial intermediary; manage and operate e-commerce platforms; or organize bidding for goods and services.

Licensing conditions fall into two tracks:

• Investors from countries covered by a treaty Vietnam has joined with market-opening commitments: must meet the treaty's market-access conditions, have a financial plan, and have no overdue tax debt (if operating in Vietnam for over a year).
• Investors outside treaty coverage: in addition to the above, must comply with sector-specific law, fit domestic competitive conditions, demonstrate job-creation capacity, and show potential budget contribution.

For goods not yet covered by market-opening commitments (lubricants, rice, sugar, recorded media, books, newspapers, and magazines), additional product-specific conditions apply.

The Business License term for non-treaty cases is 5 years. The dossier includes an application, an explanatory report on conditions, business and financial plans, tax-clearance confirmation, and copies of the business and investment registration certificates. Processing takes roughly 3 days for document review, 10 days to check conditions, up to 15 days for consultation with the Ministry of Industry and Trade or the relevant line ministry (if required), and 3 more days to issue the license once approval is obtained.

Retail Establishment License and the Economic Needs Test (ENT)

The first retail outlet must meet conditions on financial planning, no overdue tax debt, and a location consistent with local planning. Any retail outlet beyond the first one must pass an Economic Needs Test (ENT), except where the outlet is under 500 sq m, is located inside a trade center, and is not a convenience store or mini-supermarket format. The ENT is assessed by a provincial ENT Council against criteria including the size of the affected geographic market, the density of existing retail outlets, impact on traditional markets, traffic and environmental effects, and expected job creation and budget contribution.

The Retail Establishment License term matches the remaining term of the project's investment registration certificate. Processing without ENT involves document review, a conditions check, and consultation with the Ministry of Industry and Trade before the license is issued; ENT cases add a step where a provincial ENT Council must be convened and issue a conclusion before the Ministry of Industry and Trade consultation step.

Reporting and violation handling

Businesses must file an annual activity report before January 31 each year. A Business License or Retail Establishment License can be revoked if: the underlying business or investment registration certificate is revoked, the application contains falsified information, operations are suspended for over 12 months without notification, or the annual reporting obligation is missed for 24 consecutive months. Businesses may suspend operations for up to 12 months if they meet the notification requirements.

Key e-commerce amendments (from Decree 248/2026/ND-CP)

This is the substantive new content, effective from July 1 2026, now incorporated into the consolidated decree:

• The phrase 'providing e-commerce services' is replaced with 'managing and operating intermediary e-commerce platforms, social networks conducting e-commerce activities, and integrated e-commerce platforms,' broadening regulatory scope to cover social-media selling and integrated platforms.
• Decree 52/2013/ND-CP and Decree 85/2021/ND-CP, the original e-commerce decrees, are repealed as of July 1 2026, subject to the transitional provisions below.
• From January 1 2027, platform operators must carry out electronic identity verification for sellers and livestream sellers on their platforms. This is a new compliance obligation that directly affects e-commerce marketplaces, social-selling platforms, and individuals or household businesses selling via livestream.
• Transitional rule: e-commerce platforms (websites, apps) already confirmed or registered before July 1 2026 may continue operating under their existing registration until June 30 2027, during which time the platform operator must complete amendments to bring the filing in line with the new decree.

State management responsibilities

The Ministry of Industry and Trade is responsible for publishing Vietnam's treaty commitments, building the national database (hosted at http://www.moit.gov.vn), and coordinating inspections. Provincial Departments of Industry and Trade directly issue, adjust, and revoke Business Licenses and Retail Establishment Licenses locally, and must update the national database accordingly.

Effective dates and transition

The original Decree 09/2018/ND-CP took effect January 15 2018, replacing Decree 23/2007/ND-CP. Businesses holding valid licenses before the effective date may continue operating under those licenses without reapplying, unless they need to adjust license content. The e-commerce amendments in Decree 248/2026/ND-CP took effect July 1 2026, with a transition period until June 30 2027 for platforms already registered.