This forthcoming decree is deemed necessary to address the shortcomings of Decree No. 40/2018/ND-CP and Decree No. 18/2023/ND-CP, especially in light of ongoing digital transformation and the Government's policy orientation toward improving the legal environment for both citizens and enterprises. Notably, the decree aims to enhance consumer protection and safeguard social security amid increasingly sophisticated fraudulent schemes operating under the guise of MLM. The decree also seeks to ensure consistency with the 2023 Law on Consumer Rights Protection and newly issued regulations on decentralization and delegation of authority.

The draft decree is aligned with the Government's broader administrative reform efforts, as outlined in several key policy documents, including: Resolution No. 68/NQ-CP dated May 20, 2020, on the Programme to Reduce and Simplify Regulations Related to Business Activities for the 2020–2025 period; Directive No. 16/CT-TTg dated May 20, 2024, by the Prime Minister on continuing efforts to streamline administrative procedures to better serve citizens and businesses; and Resolution No. 66/NQ-CP dated March 26, 2025, regarding the simplification of administrative procedures related to production and business activities for 2025 and 2026.

Currently, the MLM sector is regulated by three separate decrees: Decree No. 40/2018/ND-CP, Decree No. 18/2023/ND-CP, and Decree No. 55/2024/ND-CP. As such, the issuance of a consolidated decree unifying all relevant provisions is considered appropriate and necessary.

The draft decree proposes several significant amendments and additions, including:

First, it clarifies the definition of MLM by distinguishing whether the model is identified based on the structure of MLM companies’ participant networks or through the downline systems of individual participants.

Second, it revises the form of MLM participation contracts to better align with the Government’s direction on business regulation simplification and to facilitate compliance for enterprises.

Third, it emphasizes the substantive nature of basic training for MLM participants, ensuring that trainees acquire sufficient knowledge to engage in the sector with proper awareness and understanding.

Fourth, the draft proposes increasing the financial capacity requirement for MLM enterprises by raising the mandatory security deposit from VND 10 billion to either VND 20 billion or VND 50 billion.

Fifth, it introduces additional conditions for MLM enterprises operating in localities to improve state management effectiveness, particularly in areas with high participant concentrations.

Sixth, new provisions are added to prevent the resale or transfer of MLM operating licenses through the purchase of business registration certificates.

Seventh, the draft outlines the responsibilities of MLM participants, especially senior-level members, to promote exemplary conduct and enhance accountability.

To promote administrative reform, the draft decree removes the requirement to notify changes in the list of MLM products and replaces the current system of certifying legal knowledge with a knowledge assessment mechanism. The expected result is a 50% reduction in administrative processing times.

In accordance with the 2025 Law on Government Organization, the 2025 Law on Local Government Organization, and the 2025 Law on the Promulgation of Legal Normative Documents—along with directives and plans issued by the Politburo, the Secretariat, and the Government—the Ministry of Industry and Trade proposes further decentralization to provincial-level authorities. These delegated responsibilities include: recognizing MLM legal training programmes; conducting legal knowledge assessments; verifying the credentials of focal points at the local level; revoking certificates of legal knowledge for MLM participants and local focal points; inspecting and supervising MLM training establishments; and receiving notifications on MLM business terminations.