1. Multi-level marketing business

On 7 April 2026, the Government issued Decree No. 137/2026/ND-CP (“Decree 137”) on management of multi-level marketing business. Decree 137 takes effect from 1 July 2026 and replaces Decree No. 40/2018/ND-CP dated 12 March 2018, as amended (“Decree 40”). Below are the noteworthy points of Decree 137.

Eligible goods/products for multi-level marketing

Similar to Decree 40, under Decree 137, multi-level marketing (“MLM”) business could only be applied to goods. Any business in the MLM mode conducted on objects other than goods shall be prohibited, unless otherwise provided by laws.

The following goods are not allowed to be traded in the MLM mode: medicines, medical devices; veterinary drugs (including aquatic veterinary drugs); pesticides; chemicals, products for killing insects and bacteria that are prohibited or restricted to use in domestic use and medical sector; dangerous chemicals; and digital content products.

Registration of MLM activities

In order to conduct MLM business, an enterprise must satisfy the conditions set out in Decree 137 and obtain an MLM Registration Certificate from the Ministry of Industry and Trade (MOIT). As compared to Decree 40, Decree 137 no longer requires that the enterprise registering for MLM business must have charter capital of at least VND10 billion.

The MLM Registration Certificate has the term of 5 years from the date of issuance and may be extended multiple times, with each extension lasting 5 years. In case of extension, the enterprise must apply for an extension of the MLM Registration Certificate at least 3 months before its expiry.

Decree 137 requires the MLM enterprise to register with the relevant provincial People’s Committee if the enterprise (i) has a head office, branch, representative or business location with functions relating to MLM business in the locality; (ii) organises MLM seminars, conferences or trainings in the locality; or (iii) recruits MLM participant(s) residing or conducting marketing or selling activities by the MLM mode in the locality. The above activities can only be organised after the MLM enterprise has obtained a written certification of registration of MLM business from the provincial People’s Committee.

Deposit

Under Decree 137, an MLM enterprise must deposit an amount equivalent to 5% of its charter capital deposit but not less than VND20 billion (replacing the minimum deposit amount of VND10 billion under Decree 40) at a commercial bank or foreign bank branch in Vietnam. The deposit amount shall be deposited in an escrow account during the operating term of the MLM enterprise.

The deposit amount can be withdrawn if the MOIT refuses to grant an MLM Registration Certificate to the enterprise. To withdraw the deposit amount, the enterprise must provide the bank with the MOIT’s notice on return of the dossier.

In addition, the deposit amount can be withdrawn where (i) the enterprise terminates its MLM activities in accordance with Article 17.1 of Decree 137 and all obligations of the enterprise as provided under Article 17.2 of Decree 137 are fulfilled or (ii) the enterprise has already made a deposit at another bank. In these cases, the enterprise needs to obtain the MOIT’s consent to withdraw the deposit amount.

Management of MLM participants

Decree 137 retains most of the existing provisions on management of MLM participants of Decree 40, but also supplements a number of new provisions such as: (i) providing additional obligations for top-level distributors in the MLM network; (ii) clarifying the application of electronic MLM participation contracts; and (iii) requiring an MLM enterprise to provide basic training for MLM participant(s) within 30 days from the date of the MLM participation contract.

Additionally, Decree 137 provides the delegation of authority from the MOIT to the provincial People’s Committee with respect to certain training activities for MLM participants. For example, the provincial People’s Committee shall recognise training programs on legal knowledge on MLM, and organise an examination of legal knowledge on MLM.

Reporting requirement

MLM enterprises must prepare an annual report on the MLM operation (in accordance with Form No. 18 of Annex I of Decree 137) and submit such report to the MOIT before 31 January of the following year. Further, MLM enterprises need to provide reports on request by the competent MLM management agency.

Terminating operation

MLM operations must be terminated in the following cases: when the Certificate of Registration for MLM Activities expires and is not renewed as prescribed in Article 15 of this Decree; when the enterprise voluntarily decides to end its MLM activities; or when the competent authority revokes the enterprise’s Certificate of Registration.

Upon termination of MLM activities, the enterprise is required to fulfill several key responsibilities. First, it must issue a formal written notice to the provincial People’s Committee, publicly display the notice at its head office, branches, representative offices, and business locations, and publish the announcement on its official website. Second, the enterprise must terminate and liquidate all MLM participation contracts while settling the legitimate rights and interests of all participants in accordance with the relevant laws on MLM management. Finally, the enterprise is obligated to fully comply with any outstanding obligations arising from administrative penalty decisions related to violations in its MLM operations.

2. Overseas investments

The Government issued Decree No. 103/2026/ND-CP (“Decree 103”) dated 31 March 2026 to regulate overseas investments. Decree 103 became effective on 3 April 2026 and replaced the regulations on overseas investments provided under Decree No.  31/2021/ND-CP dated 26 March 2021. Some key provisions of Decree 103 are highlighted below.

Scope of application

Decree 103 provides guidance on overseas investment for business purposes, procedures for conducting overseas investment, and State management of overseas investment.

Overseas investment in the oil and gas sector, and overseas investment in the form of sale and purchase of securities or other valuable papers, or via securities investment funds or intermediary financial institutions abroad are excluded from the scope of Decree 103. Those activities will be regulated by other regulations.

Eligible investors

Under Decree 103, enterprises incorporated under the Law on Investment, co-operatives and co-operative unions incorporated under the Law on Co-operatives, credit institutions incorporated under the Law on Credit Institutions, organisations conducting business investment and business households registered under Vietnamese laws, and individuals of Vietnamese nationality (except those who may not establish and manage enterprises in Vietnam prescribed in Article 17.2 of the Law on Enterprises) will be eligible for conducting overseas investments.

Approval and registration for overseas investment projects

In order to conduct overseas investments, investors must satisfy the conditions prescribed in Decree 103. Projects with investment capital of VND 7 billion or more, and projects in sectors subject to conditional overseas investment must apply for an overseas investment registration certificate (overseas IRC) with the Ministry of Finance (MOF). Decree 103 also provides that, for projects with investment capital of VND 1,600 billion or more or projects proposing to apply special support mechanisms, the MOF must obtain approval from the Prime Minister (with some exceptions) before issuing the overseas IRC.

For projects which are exempted from obtaining an overseas IRC (such as projects with investment capital below VND 7 billion and not on the list of sectors subject to conditional overseas investment, projects made by State corporations and groups as listed in Annex I of Decree 366/2025/ND-CP dated 31 December 2025), investors must register foreign exchange transactions with the State Bank of Vietnam. In addition, investors are required to declare information about their projects on the National Investment Information System before carrying out procedures to register foreign exchange transactions.

Investment account and remittance of money overseas

Investors must open an overseas investment capital account at a permitted bank in Vietnam for carrying out remittance transactions in relation to overseas investment activities. Investors may remit investment capital overseas to conduct investment activities when certain conditions are met.

Decree 103 allows investors to remit money overseas for pre-establishment costs of their projects before obtaining the overseas IRC or the certification of foreign exchange transaction. The limit for remittance of money overseas is 5% of the total overseas investment capital of the project and must not exceed US$300,000, unless otherwise provided by the Government.

3. New regulations on extended producer responsibility

On 01 April 2026, the Government issued Decree No. 110/2026/ND-CP (“Decree 110”) implementing the Law on Environmental Protection on the responsibility of producers and importers to recycle products and packaging, to treat wastes. Decree 110 takes effect from 25 May 2026, and repeals Chapter VI and Annexes XXII and XXIII of Decree 08/2022/ND-CP as amended by Decree 05/2025/ND-CP.

Decree 110 provides more detailed guidelines on the implementation of extended producer responsibility (EPR) as follows:

Recycling products and packaging

Annex I of Decree 110 provides the list of products and packaging subject to recycling requirements (including packaging, batteries and rechargeable cells, lubricating oil, rubber tyres and tubes, electrical and electronic products, and road transport vehicles), and the compulsory recycling ratio and specifications for each category of product and packaging. The Ministry of Agriculture and Environment (MAE) shall adjust the compulsory recycling ratio every 3 years.

Packaging referred to in Annex I is commercial packaging of the following products: foodstuffs (excluding chewing gum); cosmetics; medicines; fertilisers, animal fees, veterinary drugs; detergents, cleaning, polishing and sanitation preparations for household, agricultural and medical uses; and cement.

Producers and importers that place regulated products and packaging under Annex I on the Vietnamese market must recycle such products and packaging, except for some cases provided in Article 4.3 of Decree 110. With respect to road transport vehicles, producers and importers must recycle these products as from 01 January 2027.

In order to fulfil their recycling responsibility, producers and importers can opt to perform the recycling or make financial contributions to the Vietnam Environment Protection Fund (VEPF) for support of recycling. There are a number of methods that may be used by producers and importers to perform the recycling of their products and packaging: (a) carrying out the recycling by themselves (provided an appropriate environmental permit has been obtained) or using discarded products and packaging as materials to produce other products and packaging; (b) contracting a licensed recycling unit; (c) authorising a producer responsibility organisation (PRO); (d) combining the above methods.

Recycling units and PROs must obtain an appropriate environmental permit. Information about recycling units and PROs will be published on the National EPR Information System.

Producers and importers that perform the recycling are required to register an annual recycling plan. The plan for recycling of products and packaging placed on the market in a year, and report on recycling results of such year need to be registered and filed through the National EPR Information System before 1 April of the following year. This obligation is not applicable to producers and importers making financial contributions to the VEPF.

Decree 110 provides a formula for producers and importers that make financial contributions to the VEPF for support of recycling to calculate their financial contributions. Before 1 April 2026 every year, they must calculate the amount of the contribution for products and packaging that were placed on the market in the preceding year and then declare online through the National EPR Information System. The amount of contribution shall be paid to the VEPF before 20 April every year.

Treatment of wastes

Annex II of Decree 110 includes a list of products and packaging for which producers and importers must make financial contributions to the VEPF for waste treatment (e.g. packaging of finished pesticides, single-use cells, cigarettes, some categories of products containing plastic). The financial contribution level for each product/packaging is also provided in this Annex, which will be adjusted every 5 years by the MAE.

Producers and importers that place regulated products and packaging under Annex II on the Vietnamese market must make financial contributions to the VEPF for waste treatment, except for some cases provided in Article 9.3 of Decree 110.

The procedures and deadlines for declaration of payment of financial contributions for waste treatment are the same as for contributions to the VEPF for support of recycling.

4. Technology transfer

On 31 March 2026, the Government issued Decree No. 101/2026/ND-CP (“Decree 101”) implementing the Law on Technology Transfer. Decree 101 became effective on 1 April 2026 and replaced Decree No. 76/2018/ND-CP. Below are some key provisions of Decree 101 concerning registration of technology transfer contracts.

Under the Law on Technology Transfer 2017 (as amended), technologies are classified as encouraged technologies, restricted technologies and banned technologies. The transfer of banned technologies is strictly forbidden; the transfer of restricted technologies requires an approval and thereafter a technology transfer permit from the relevant provincial People’s Committee. The list of encouraged technologies, the list of restricted technologies and the list of banned technologies are detailed in Decree 101.

Except for restricted technologies for which a technology transfer permit has been issued, technology transfer contracts must be registered with the competent agency in the following cases: technology transfers from overseas to Vietnam; technology transfers from Vietnam to overseas; and domestic technology transfers using state funding or state budget.

With respect to technology transfer contracts that are not subject to registration requirement, the parties may register such contracts with the competent agency on a voluntary basis.

The transferee (in case of a technology transfer from overseas into Vietnam or domestic technology transfer) or the transferor (in case of a technology transfer from Vietnam to overseas) shall submit a registration file to the competent agency. Within 05 working days after receipt of a complete registration file, the competent agency shall issue a certificate of registration of technology transfer (“TT registration certificate”) or a request for amendment of the registration file or a written refusal stating reason.

The agency having authority to issue TT registration certificate may vary as follows:

• Technology transfer via implementing investment projects: the Ministry of Science and Technology (MOST) shall issue TT registration certificates for contracts for technology transfer of projects subject to investment policy approval or decision by the National Assembly, Prime Minister, ministries or equivalent agencies. The provincial specialized agency for science and technology shall issue TT registration certificates for contracts for technology transfer of other projects within the managed locality, or in case of voluntary registration.
• Independent technology transfer and other forms of technology transfer: The MOST shall issue TT registration certificates for contracts for technology transfers from overseas to Vietnam and from Vietnam to overseas. The provincial specialized agency for science and technology shall issue TT registration certificates for contracts for domestic technology transfers (i) using state funding or state budget or (ii) in case of voluntary registration.
• Transfer of technologies classified as State secret in the national defense and security sector: the Ministry of Defence or the Ministry of Public Security shall issue TT registration certificates.

Application forms for issuance of a technology transfer permit; and forms used in the procedures for registration of technology transfer are now prescribed in the MOST’s Circular 09/2026/TT-BKHCN dated 31 March 2026.