Important changes in the Draft Amendment to Decree 09/2018/ND-CP

The Draft Amendment to Decree 09/2018/ND-CP proposed by the Ministry of Industry and Trade aims to update and complete regulations related to the purchase and sale of goods and activities directly related to the purchase and sale of goods of foreign service providers and foreign-invested economic organizations (FDI) in Vietnam (the "Draft Amendments"). The article analyzes in detail the main changes in the Draft Amendment to Decree 09/2018/ND-CP, focusing on legal aspects, administrative procedures, management decentralization, and requirements in line with international commitments.

1. Update and sync with the new legal framework

The draft amendment to Decree 09/2018/ND-CP is developed to ensure compatibility with new legal documents, especially the Law on Investment 2020 and Decree 146/2025/ND-CP issued on June 12, 2025. The current Decree 09/2018/ND-CP is issued based on the Law on Investment 2014, so it needs to be adjusted to be in line with new regulations on business investment conditions, especially in the field of distribution and retail of FDI economic organizations.

Specific expected changes:

• Adjustment of regulations on business licensing: The draft amends, supplements and clarifies the conditions for granting business licenses to FDI economic organizations, in accordance with the provisions of the Law on Investment 2020. For example, conditions related to conditional business lines are standardized to avoid overlapping or contradicting other legal documents.
• Synchronous with Decree 146/2025/ND-CP: The draft transfer of the authority to issue business licenses and licenses for setting up retail establishments from the Ministry of Industry and Trade to the provincial People's Committee, in accordance with the spirit of decentralization and decentralization according to Conclusion No. 155-KL/TW dated May 17, 2025 and Plan No. 447/KH-CP of the Government.

The synchronization with the new legal framework ensures consistency and transparency in the legal system, minimizes legal risks for investors and regulatory agencies, and enhances the efficiency of state management.

2. Simplify administrative procedures

One of the focuses of the Draft is to simplify administrative procedures to reduce the burden on FDI enterprises and regulators, and at the same time create a more favorable business environment.

Specific expected changes:

• Shortening the licensing process: The draft amendment eliminates a number of unnecessary procedural steps in the process of granting business licenses and licenses to set up retail establishments. For example, the processing time for dossiers is shortened from 30 days to 15-20 working days for some cases.
• Standardize the criteria for checking economic needs (ENT): The process of checking economic needs (ENT) for FDI retail establishments is clarified and simplified. The revised draft proposes more transparent, specific ENT criteria, such as population size, density of existing retail facilities, and socio-economic impact, in order to minimize arbitrariness in the review process.
• Application of digital technology: The draft supplements regulations on online application through the National Public Service Portal, helping to minimize costs and time for businesses.

The simplification of administrative procedures not only creates favorable conditions for foreign investors but also reduces the load on local management agencies, especially in the context of decentralization of authority and reduction of personnel in the management agency.

3. Decentralization and decentralization of management authority

The draft amendment to Decree 09/2018/ND-CP aims to implement decentralization and decentralization from the Ministry of Industry and Trade to the provincial-level People's Committee, in line with the two-level local government model stated in Conclusion 155-KL/TW and Plan 447/KH-CP.

Specific expected changes:

• Transfer of licensing authority: The draft clearly stipulates that the provincial-level People's Committee will be responsible for issuing business licenses and licenses for setting up retail establishments to FDI economic organizations, instead of the Ministry of Industry and Trade as currently prescribed. This is to strengthen the responsibility of localities in managing FDI business activities.
• Implementation guidance for localities: The draft supplements detailed regulations on the order, procedures, and criteria for localities to perform licensing tasks in a uniform manner. From the application forms and the processing process is standardized to avoid differences between provinces and cities.
• Supporting localities lacking resources: The draft proposes a coordination mechanism between the Ministry of Industry and Trade and localities to support training, provide guidance materials, and share experiences in managing FDI retail establishments, especially in localities such as Hanoi,  Ho Chi Minh City, and Da Nang.

The decentralization and decentralization help to enhance management efficiency, reduce the load on the Ministry of Industry and Trade, and ensure that licensing decisions reflect the practical needs of each locality. However, to succeed, strong support from the central government is needed to ensure that localities have sufficient implementation capacity.

4. Strengthen the management of new business models

The draft amendment aims to meet the regulatory requirements for modern business models, such as e-commerce and technology-integrated retail forms, which have not been clearly stipulated in Decree 09/2018/ND-CP.

Specific expected changes:

• Supplement regulations on e-commerce: The draft supplements provisions related to distribution and retail activities through e-commerce platforms, including the licensing and control of FDI economic organizations participating in this sector. Such as regulations on supplier identity verification and consumer protection on online platforms are included.
• Regulations on modern retail models: The draft clarifies the management criteria for new types of retail, such as self-checkout stores and shopping malls integrated with artificial intelligence technology. This helps the Decree keep pace with the development trend of the retail market.

The addition of regulations on new business models helps the Decree be more in line with reality, and at the same time creates a legal framework to effectively manage retail activities of FDI enterprises in the context of strong digital transformation in Vietnam.

5. Strengthen the protection of a healthy competitive retail business environment

The draft amendment to Decree 09/2018/ND-CP emphasizes the protection and promotion of the development of domestic enterprises, in the context of increasingly fierce competition from FDI enterprises.

Specific expected changes:

• Strengthening ENT criteria to protect the domestic market: The draft amendment stipulates stricter ENT criteria for FDI retail establishments, especially in areas with high retail density. This is to limit the expansion of foreign retailers in economically sensitive areas.
• Supporting domestic enterprises to participate in the supply chain: The draft proposes measures to encourage FDI enterprises to cooperate with domestic suppliers, such as requiring a certain proportion of Vietnamese goods in their distribution channels.
• Promotion of Vietnamese goods: The draft inherits and expands the regulations from Decision 386/QD-TTg and Decision 1163/QD-TTg, in order to ensure that Vietnamese goods account for a high proportion (over 85%) in modern distribution channels.

These changes help create a more level playing field for domestic businesses, while promoting the development of the domestic retail market and protecting the interests of Vietnamese consumers.

6. Meet the requirements of international commitments

The draft amendment aims to ensure that the provisions of Decree 09/2018/ND-CP are compatible with Vietnam's international commitments, especially in the CPTPP and EVFTA free trade agreements.

Specific expected changes:

• Relaxation of some restrictions for foreign investors: The draft adjusts a number of regulations to be in line with the commitments in the EVFTA, such as the right to export, import, and distribute of FDI economic organizations. For example, restrictions on the list of goods allowed to be distributed by FDI enterprises have been relaxed, but control measures are still maintained to protect national interests.
• Transparency of the licensing process: The draft supplements regulations on information disclosure and licensing processes, meeting the transparency requirements of free trade agreements.

The adjustment of regulations to be in line with international commitments helps Vietnam maintain its prestige in the international arena, and at the same time attract foreign investment selectively, prioritizing projects with high added value and environmental friendliness.

7. Promoting sustainable development

The draft amendment to Decree 09/2018/ND-CP aims to promote sustainable business activities, in line with the country's Socio-Economic Development Strategy 2021-2030.

Specific expected changes:

• Requirements on social and environmental responsibility: The draft supplements regulations that require FDI enterprises to comply with standards on environmental protection and social responsibility in distribution and retail activities. According to the revised Draft, FDI retail establishments must have a plan to reduce plastic waste and use renewable energy.
• Prioritize high-tech investment: The draft encourages FDI projects in the distribution sector to use advanced technology, such as smart supply chain management systems or eco-friendly retail solutions.

These regulations contribute to ensuring that the business activities of FDI enterprises not only bring economic benefits but also contribute positively to Vietnam's sustainable development goals.

The draft amendment to Decree 09/2018/ND-CP brings many important changes, from synchronizing with the new legal framework, simplifying administrative procedures, decentralizing management, managing new business models, protecting domestic enterprises, in line with international commitments, etc  to promoting Vietnam's sustainable development. These changes not only help overcome the inadequacies in the current Decree but also create favorable conditions for foreign investors, while ensuring the interests of domestic enterprises and Vietnamese consumers. The draft, with a structure of six chapters and 48 articles, is expected to create a more comprehensive, transparent, and effective legal framework, contributing to promoting the development of Vietnam's retail market in the context of deepening international economic integration.