Update: 10.11.2026

ADK VIETNAM LAWYERS | LEGAL INSIGHTS

LEGAL UPDATE

VOL 66, NOVEMBER 2026

Dear Valued Clients and Partners,

ADK Vietnam Lawyers would like to introduce to you the Legal Update vol 66 of November 2026 with the following main contents:

01

Tightening of inspections on Beneficial Owner declarations by enterprises

On 07 October 2026, the Department of Private Enterprise and Collective Economy Development (Ministry of Finance) issued Official Letter No. 3164/DNTN-GS on inspecting the declaration of beneficial owner information by enterprises (hereinafter referred to as “Official Letter 3164/DNTN-GS”). The Official Letter requests provincial business registration authorities to urgently review and inspect the declaration of beneficial owner information in their localities.

Official Letter 3164/DNTN-GS was issued to enhance transparency of the actual ownership of enterprises, on the basis of the regulations on beneficial owners under Decree 168/2025/ND-CP and Decree 296/2026/ND-CP. Specifically, the priority group for inspection comprises enterprises newly established or having registered changes since 01 July 2025 for which the system has not recorded beneficial owner information. The review list includes 42,911 enterprises, of which Ho Chi Minh City has 9,371 and Hanoi has 7,826.

Accordingly, the inclusion of an enterprise in the review list does not necessarily mean that the enterprise has committed any violations. However, enterprises are advised to proactively review and verify their compliance with the relevant filing obligations and make any necessary supplementary filings in a timely manner.

The implementation and filing guidance for each province or city will be separately notified by the competent authorities. Enterprises are expected to complete the relevant filing requirements around the end of 2026.

02

New rules on goods trading and retail activities of foreign investors

On 03 September 2026, the Government issued Decree No. 342/2026/ND-CP detailing the Law on Commerce and the Law on Foreign Trade Management regarding goods trading and activities directly related to goods trading by foreign investors and foreign-invested economic organizations in Vietnam (hereinafter referred to as “Decree 342/2026/ND-CP”), replacing Decree No. 09/2018/ND-CP.

Decree 342/2026/ND-CP still retains the Business License and Retail Outlet Establishment License framework while revising a number of rules on retail network expansion and licensing procedures. Accordingly, the Decree introduces several notable changes as follows:

2.1 Express recognition of treaty-based exemption from the economic needs test (ENT)

Pursuant to Article 22 of Decree 342/2026/ND-CP, the requirement to undergo the Economic Needs Test (ENT) when establishing a retail outlet other than the first retail outlet applies to foreign investors from countries or territories that are not parties to international treaties to which Vietnam is a party and which contain commitments to abolish the ENT.

Accordingly, the ENT exemption is not generally available to all foreign investors. Rather, it is limited to investors from countries or territories that are parties to relevant international treaties containing corresponding market access commitments with Vietnam. This is an important consideration for foreign retailers planning to expand their operations and establish additional retail outlets in Vietnam, particularly large-scale retail outlets.

For cases that do not qualify for the ENT exemption under the relevant international treaties, investors may still be exempt from the ENT requirement if the proposed retail outlet satisfies all of the following conditions: (i) having an area of less than 500 m²; (ii) being established within a shopping mall; and (iii) not being a convenience store, mini-supermarket or supermarket. This exemption is consistent with the previous regulations under Decree No. 09/2018/ND-CP.

2.2 Changes to the Conditions on Retail Outlet Locations

Decree 342/2026/ND-CP has significantly expanded the conditions applicable to retail outlet locations. Previously, the requirement was limited to ensuring that the proposed location was consistent with the relevant planning. Under the new regulations, the location must fully comply with specialized legal requirements relating to land, planning, investment, construction, fire prevention and fighting, traffic safety, and environmental sanitation.

However, Decree 342/2026/ND-CP does not provide specific criteria or assessment procedures for determining the extent to which these requirements are satisfied in practice. Accordingly, different interpretations and approaches may arise among the competent authorities, potentially resulting in requests for enterprises to provide explanations, supplement supporting documents, or obtain opinions from relevant specialized authorities, thereby prolonging the licensing process.

Decree 342/2026/ND-CP takes effect from 18 October 2026.
03

Stricter employer obligations and simplified procedures for foreign employees

On 20 October 2026, the Government issued Decree No. 393/2026/ND-CP on foreign employees working in Vietnam (hereinafter referred to as “Decree 393/2026/ND-CP”), replacing Decree No. 219/2025/ND-CP dated 07 August 2025 (hereinafter referred to as “Decree 219/2025/ND-CP”), in order to resolve practical issues arising from the implementation of Decree 219/2025/ND-CP and to simplify administrative procedures, while retaining the existing regulatory framework. Accordingly, the Decree introduces several notable changes as follows:

3.1 Additional cases not subject to work permit

Decree 393/2026/ND-CP expands the cases in which foreign employees are not subject to work permit requirements from 15 to 18 cases, adding three new groups:

  • Persons granted a special visa exemption card as foreigners in special categories needing preferential treatment to serve socio-economic development;
  • Experts working in fields covered by the List of Strategic Technologies and the List of Strategic Technology Products, and their relatives; and
  • Persons attracted under a Prime Minister’s decision on the National Programme for Developing Artificial Intelligence Human Resources.

These additions reflect a policy direction to refine the attraction of highly qualified foreign personnel, particularly in strategic technology, artificial intelligence, science and technology.

They create more favorable conditions for recruiting and employing foreign experts in Vietnam and reduce work permit procedures for the groups that meet the prescribed requirements.

3.2 Simplified application dossiers

Decree 393/2026/ND-CP further simplifies the administrative procedures for obtaining work permits by reducing and adjusting certain documentary requirements. The key changes include:

(i) the original criminal record certificate is no longer required where the application is submitted online and the competent authority can retrieve the relevant information from the criminal records database;

(ii) health check certificates issued by competent medical facilities in Vietnam or overseas are accepted, provided that they remain valid in accordance with applicable regulations; and

(iii) consular legalization of passports is no longer required.

These changes are particularly beneficial to both enterprises and foreign employees, especially in cases involving the recruitment of personnel from overseas. Foreign employees are no longer necessarily required to enter Vietnam before submitting their work permit applications or undergo medical examinations in Vietnam. In addition, the reduced requirements for original documents and consular legalization help streamline the application preparation process and reduce associated costs and processing time. This also enables enterprises to take a more proactive approach to their recruitment plans and the deployment of foreign personnel in Vietnam.

Decree 393/2026/ND-CP takes effect from 05 December 2026.
04

30% reduction of the corporate income tax payable for enterprises with revenue of up to VND 10 billion

On 29 October 2026, the Government issued Decree No. 398/2026/ND-CP providing detailed guidance on Resolution No. 43/2026/QH16 regarding reductions in personal income tax and corporate income tax (hereinafter referred to as “Decree 398/2026/ND-CP”), applicable to the 2026 and 2027 tax periods.

Under Article 3 of Decree 398/2026/ND-CP, enterprises with annual revenue not exceeding VND 10 billion are entitled to a 30% reduction in their payable corporate income tax for the 2026 and 2027 tax periods. Revenue is determined based on sales of goods and provision of services, financial income and other income, including revenue generated by branches and business locations. Where an enterprise is entitled to corporate income tax incentives, the 30% reduction is calculated on the remaining tax payable after applying such incentives.

Enterprises are responsible for determining their eligibility for the tax reduction when making quarterly provisional tax payments. However, the reduction does not apply to enterprises established through a division or separation after the effective date of the Resolution if the combined annual revenue of the resulting enterprises exceeds VND 10 billion.

Accordingly, enterprises should proactively monitor their annual revenue, particularly where revenue approaches the VND 10 billion threshold, to accurately determine their eligibility and mitigate the risk of under-declaration or underpayment of corporate income tax.

Decree 398/2026/ND-CP takes effect from 29 October 2026.

We hope this Legal Update has a lot of useful information.

Best regards./.