New features Decree 239/2026/ND-CP This is receiving significant attention from the business community, accountants, and marketing departments as many regulations related to promotional activities are being adjusted to simplify administrative procedures and better suit current business practices. Effective from June 26, 2026, Decree 239/2026/ND-CP amends and supplements several regulations of... Decree 81/2018/ND-CPNotably, Decree 239/2026/ND-CP abolishes the 120-day/year limit for discount promotions, adds more cases where notification to the Department of Industry and Trade is not required, and adjusts regulations for promotional programs involving chance. In the article below, we will fully analyze the new points of Decree 239/2026/ND-CP, while comparing them with previous regulations to help businesses understand, apply correctly, and minimize risks during the implementation of promotional programs.
What are the new points in Decree 239/2026/ND-CP aimed at?
Decree 239/2026/ND-CP, issued by the Government, amends and supplements several provisions of Decree 81/2018/ND-CP, which provides detailed guidance on the Law on Commerce regarding trade promotion activities. This document takes effect from June 26, 2026, marking a significant adjustment in the management mechanism for promotional activities, especially in the context of the strong development of e-commerce and online business models.
Overall, the new provisions of Decree 239/2026/ND-CP do not change the fundamental nature of promotional activities under the Commercial Law, but focus on amending regulations on administrative procedures, implementation conditions, and the scope of application of certain promotional activities. This gives businesses more autonomy in developing trade promotion programs while still ensuring compliance with the law.
Summary of notable new points in Decree 239/2026/ND-CP
According to the official announcement, the new points in Decree 239/2026/ND-CP focus on four main groups of content, summarized in the table below:
| Content | Amendments | The nature of change |
| Goods and services that are offered as part of a promotional campaign or for promotional purposes. | Article 5 of Decree 81/2018/ND-CP. | The regulations should clarify the categories of goods and services that are and are not allowed to be used in promotional activities. |
| Determining winners in a lottery-based promotion. | Clause 1, Clause 5 of Article 13 of Decree 81/2018/ND-CP. | Add a requirement for customers to witness the event in person/online; clarify how to determine unclaimed prizes. |
| The organization held consultations to select merchants. | Clauses 8 and 9 of Article 29 of Decree 81/2018/ND-CP. | Adjust the procedures and authority for organizing consultations. |
| Goods and services offered as promotional gifts with monetary incentives. | Article 5 of Decree 81/2018/ND-CP. | Money may be used as goods or services for promotional purposes, except in cases stipulated in Articles 8, 10, and 11. |
| Remove promotional restrictions. | Articles 6 and 7 of Decree 81/2018/ND-CP | Abolish the regulation limiting promotional discount programs to 120 days per year. |
Overall, the new points in Decree 239/2026/ND-CP aim at two objectives:
- Addressing practical difficulties that businesses encountered when applying Decree 81/2018/ND-CP in the previous period, especially issues arising from the COVID-19 pandemic.
- Clearer and stricter regulations are needed regarding the burden of proof and verification in promotional programs involving elements of chance.
The 120-day limit on promotions and discounts has been abolished.
The removal of the 120-day limit on discount promotions per year gives businesses more autonomy in developing sales strategies and aligns with modern business trends, especially in the e-commerce environment.
Regulations prior to the effective date of Decree 239/2026/ND-CP
Prior to the effective date of Decree 239/2026/ND-CP, promotional activities in the form of price reductions were carried out according to the regulations of Decree 81/2018/ND-CP.
According to previous regulations, the total duration of a promotional program in the form of price reductions for a particular brand of goods or services could not exceed 120 days in a year, except in cases conducted under a centralized promotional program or other cases as stipulated by law.
This regulation is put in place to ensure a healthy competitive environment and to prevent businesses from maintaining price reductions for excessively long periods, which could negatively impact the market and the interests of other businesses.
However, in reality, many businesses have reported that this limitation is no longer suitable for current business trends. This is especially true for businesses operating on digital platforms or e-commerce, where Flash Sales, Mega Sales, seasonal promotions, weekend discounts, or extended sales campaigns occur frequently. Being limited in the number of discount days makes it difficult for businesses to develop long-term business plans.
New points in Decree 239/2026/ND-CP specify the time limit for promotional activities.
One of the notable new points in Decree 239/2026/ND-CP is the abolition of the 120-day limit per year for discount promotions.
This amendment means that the regulation limiting the total duration of discount promotions per year is no longer applied as amended in Decree 81/2018/ND-CP.
It can be seen that the new provisions of Decree 239/2026/ND-CP do not change the nature of discount promotions but only adjust the implementation period. Other regulations related to promotional activities, implementation conditions, maximum discount levels (if applicable under the law), and other obligations of businesses must still be complied with according to current regulations.
Therefore, businesses should not understand that the removal of the 120-day limit means they can freely implement any promotional program without complying with other legal regulations. When implementing a promotional program, businesses must still fully meet the conditions and obligations under the Commercial Law and related guiding documents.
New items and services on promotion.
One of the amended provisions, and also the foundation of all promotional activities, is Article 5 of Decree 81/2018/ND-CP, which regulates goods and services eligible for promotion and goods and services used for promotion.
List of goods and services that are not eligible for promotion.
According to regulations, goods and services that are promoted or used for promotional purposes must comply with the provisions of the Commercial Law. However, certain specific groups of goods and services are excluded from the scope of promotion, as follows:
Summary table of goods and services that are not eligible for promotional offers.
| No. | Excluded goods and services | Note |
| 1 | Alcohol | Not on sale. |
| 2 | Lottery | Not on sale. |
| 3 | Cigarette | Not on sale. |
| 4 | Breast milk substitute products | Not on sale. |
| 5 | Prescription medication | Except for promotional offers for pharmaceutical businesses. |
| 6 | Public sector healthcare and education services | Not on sale. |
| 7 | Goods and services prohibited from circulation in Vietnam. | Not on sale. |
Regulations regarding the use of money as promotional goods.
A notable new point is that money can be used as goods or services for promotional purposes, except for promotional activities as stipulated in Articles 8, 10, and 11 of the Decree. This regulation expands the methods of conducting promotions for businesses, especially in line with the growing trend of promotions using vouchers, discount codes redeemable for cash, or cashback in e-commerce.
Limit on the value of goods used for promotional purposes.
The general principles remain in place:
The total value of goods and services used for promotion in a promotional program must not exceed 50% of the total value of goods and services being promoted.
This is a consistent limit that businesses need to pay special attention to when developing gift-giving programs, buy-one-get-one-free offers, or direct discounts, as it is an important basis for market management agencies and the Department of Industry and Trade to inspect and handle violations if any occur.
Determining winners in a lottery promotion.
One of the new points in Decree 239/2026/ND-CP, which is considered to directly address long-standing shortcomings, is the regulation on determining winners in promotional programs involving chance, as stipulated in Article 13 of Decree 81/2018/ND-CP.
Requires customer to witness the event in person or online.
Decree 239/2026/ND-CP amended and supplemented Clause 1 of Article 13 to clearly stipulate:
Determining winners in a promotional program based on chance requires the direct or online presence of the customer.
Previously, the old regulations did not specify whether customer witnessing was direct or indirect, leading to various interpretations and applications, causing difficulties for both regulatory agencies and businesses organizing lottery and prize draws. With the new regulations, businesses can flexibly choose between organizing the event in person (with customers or customer representatives present) or online (livestream, live broadcast via digital platforms) as long as it ensures transparency and verifiability.
How to determine if a prize has no winner
In addition, Clause 5 of Article 13 has also been amended and supplemented regarding the method of determining unclaimed prizes. According to the new regulations, unclaimed prizes in a promotional program based on chance are the remaining prizes at the end of the prize awarding period, except in cases where prizes are awarded after the end of the awarding period due to force majeure or objective obstacles as stipulated by law.
This is a new development with significant practical implications. According to the Ministry of Industry and Trade's explanation:
During the COVID-19 pandemic, many businesses delayed awarding prizes to winning customers due to unforeseen circumstances (social distancing, transportation disruptions, etc.). If the old regulations were strictly applied, these prizes would be considered unclaimed, forcing businesses to contribute 50% of the announced prize value to the state budget, even though the prizes had already been delivered to the customers.
This revised regulation adds an exception for force majeure or objective obstacles, helping to protect the legitimate rights of both businesses and prize winners.
Organization of consultations to select merchants
Decree 239/2026/ND-CP also amends and supplements Clauses 8 and 9 of Article 29 of Decree 81/2018/ND-CP on organizing consultations to select traders.
The content of clauses 8 and 9 has been amended.
This is specialized content, typically applied to cases where multiple businesses register to organize a trade promotion activity at the same location and time, requiring a consultation mechanism to select the authorized organizer. The amendments to Clauses 8 and 9 of Article 29 aim to clarify the process and responsibilities of the parties involved in the consultation process.
Affected parties
This content primarily affects businesses organizing trade fairs and exhibitions, or entities needing to organize large-scale trade promotion programs, which require registration with the competent State management agency.
These forms of promotion do not require notification to the Department of Industry and Trade.
This content is most applicable to accounting and business operations departments, as it determines which administrative procedures must be completed before launching a promotional program.
According to current regulations (Decree 81/2018/ND-CP, amended by Decree 128/2024/ND-CP and further regulated by Decree 239/2026/ND-CP), most common forms of promotional activities no longer require notification to the Department of Industry and Trade as before. Specifically:
| Promotional offers | Legal basis | Note |
| Organizing cultural, artistic, entertainment, and other events for customers for promotional purposes. | Clause 8, Article 92 of the 2005 Commercial Law | Not an announcement |
| Provide free samples of goods or services for customers to try. | Article 8 of Decree 81/2018/ND-CP | Not an announcement |
| Donating goods or providing services free of charge. | Article 9 of Decree 81/2018/ND-CP | Not an announcement |
| Selling goods or providing services at a price lower than the previous selling price or service price, applicable during the announced promotional period. | Article 10 of Decree 81/2018/ND-CP | Not an announcement |
| Selling goods or providing services accompanied by purchase receipts or service vouchers. | Article 11 of Decree 81/2018/ND-CP | Not an announcement |
| Sales and service provision include entry forms for customers to participate in a contest to select winners according to the announced rules and prizes. | Article 12 of Decree 81/2018/ND-CP | Announcement is required when the total value of prizes and gifts in a program is 100 million VND or more.
In cases where promotions only apply to goods and services sold or supplied through e-commerce platforms, e-commerce platform applications, online promotional websites, and online promotional applications, notification is required. |
| Organize a customer loyalty program. | Article 14 of Decree 81/2018/ND-CP | Not an announcement |
Notes on accounting for promotional expenses and issuing discount invoices.
Not having to notify the Department of Industry and Trade does not mean that records do not need to be kept. Businesses still need to prepare complete promotional program regulations and internal approval decisions as a basis for accounting for promotional expenses in accordance with current accounting regulations (Circular 200/2014/TT-BTC or Circular 133/2016/TT-BTC), and issue valid invoices for discounts and trade rebates. This is important documentation for corporate income tax settlement, preventing the tax authorities from disallowing expenses due to insufficient supporting evidence.
For businesses that do not have a dedicated accounting department or want to ensure accuracy when applying the new provisions of Decree 239/2026/ND-CP in practice, the following is necessary. hire accounting services Professional services like MAN will help ensure that promotional materials and accounting documents are processed correctly and in accordance with regulations right from the start.
Checklist for accountants and businesses
To avoid missing any new points in Decree 239/2026/ND-CP during its application, businesses and accountants can refer to the following action checklist:
- Update Decree 239/2026/ND-CP and compare it with Decree 81/2018/ND-CP and Decree 128/2024/ND-CP for the most comprehensive and complete overview.
- Review all ongoing or planned promotional programs for the year.
- Check the limit on the value of goods and services used for promotion, ensuring it does not exceed 50% of the value of goods and services being promoted.
- Develop or update promotional program rules in writing, and maintain complete internal records as a basis for accounting and explanation when necessary.
- For promotional programs involving chance, establish an organizational process that allows customers to witness the event in person or online, and closely monitor the prize awarding deadlines.
- Consult with a legal expert or full accounting service Seek support from specialized and experienced units in cases where the promotional program is of high value, complex in nature, or involves multiple localities.
Conclude
The new points in Decree 239/2026/ND-CP demonstrate a direction towards reforming administrative procedures and creating a more favorable business environment for enterprises in trade promotion activities. The amendments focus on content that directly impacts the practical implementation of promotional programs, notably the removal of the 120-day/year limit for discount promotions, the addition of cases where notification to the Department of Industry and Trade is not required, and the adjustment of notification regulations for promotional programs involving chance.
Timely updates to Decree 239/2026/ND-CP not only help businesses comply with legal regulations but also create conditions for building flexible promotional programs that are suitable for modern business trends, especially in the e-commerce and retail sectors. However, businesses should note that the abolition of some regulations on procedures or timeframes for implementing promotions does not mean exemption from other legal obligations. When implementing promotional programs, businesses must still comply with the provisions of the Commercial Law, Decree 81/2018/ND-CP (amended and supplemented by Decree 239/2026/ND-CP), and other relevant legal documents.
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Frequently Asked Questions about the New Points in Decree 239/2026/ND-CP
Officially effective from June 26, 2026, Decree 239/2026/ND-CP amends and supplements some provisions of Decree 81/2018/ND-CP.
According to current regulations, selling goods or providing services at a price lower than the previous price (promotional discounts) does not require notification to the Department of Industry and Trade.
The total value of goods and services used for promotion in a promotional program must not exceed 50% of the total value of goods and services being promoted.
For sales accompanied by contest entries to select winners according to the announced rules and prizes, businesses must make an announcement when the total prize value of the program reaches 100 million VND or more.
Decree 239/2026/ND-CP clearly stipulates that the determination of winners in promotional programs involving chance must be witnessed in person or online by the customer. When does Decree 239/2026/ND-CP take effect?
Do promotional discounts need to be reported to the Department of Industry and Trade?
What is the maximum value of goods and services that can be used for promotional purposes?
When is it mandatory to notify the Department of Industry and Trade about promotional programs?
Has the method of determining winners in a lottery program changed?
