Establishing a Foreign - Owned Logistics Company in Vietnam

The logistics sector in Vietnam is experiencing strong growth, with an average rate of 14–16% per year. According to the Vietnam Logistics Business Association (VLA), the industry size has reached approximately USD 40–42 billion and continues to expand. This indicates significant demand for investment in infrastructure, technology, and logistics services. However, in order to implement investment activities effectively and in compliance with the law, investors must clearly understand the current legal regulations, market access conditions, and procedures in terms of establishing a foreign – owned logistics company in Vietnam.

Forms available to foreign investors establishing a logistics company in Vietnam

Establishment of a 100% foreign-owned company

Foreign investors may choose to establish a logistics company with 100% foreign-owned capital if the relevant service is not restricted under Vietnam’s commitments in the WTO and applicable laws. This is a common form suitable for investors who wish to have full control over business operations, financial autonomy, development strategy, as well as personnel and technology.

Some logistics services that allow 100% foreign ownership include:

• Warehousing services;
• Freight agency services;
• Freight forwarding services.

However, even without the requirement for a Vietnamese partner, investors must still comply with legal conditions such as proving financial capacity, personnel qualifications, and obtaining specialized licenses if operating in conditional sectors such as transportation, international logistics, or specialized logistics.

Establishment of a joint venture with a Vietnamese enterprise

In cases where logistics services are subject to foreign ownership restrictions, investors may cooperate with Vietnamese enterprises in the form of a joint venture. This model involves establishing a new legal entity in which foreign investors and Vietnamese partners contribute capital and share management rights according to their capital contribution ratio.

For example:

• Road freight transport services: foreign ownership is limited to 51% of charter capital;
• Container handling services (excluding those at airports): foreign ownership is limited to 50%;
• Maritime transport services: foreign ownership is capped at 49%.

These limitations aim to protect sensitive sectors or those related to national security.

Capital contribution, share purchase, or acquisition of capital contribution

Another form available to foreign investors is to contribute capital or acquire shares in an existing Vietnamese logistics company. Under this approach, investors do not need to establish a new company from scratch but can take over an enterprise that already has an operational system, customers, business licenses, and even existing human resources and transport partners.

The acquisition must comply with regulations on foreign ownership ratios applicable to each logistics service. Where the business line is subject to foreign ownership restrictions, the acquisition must ensure compliance with such limits. In addition, if the logistics company operates in conditional sectors, investors must obtain approval from competent authorities when acquiring capital.

Business cooperation contract (BCC)

Although less common in the logistics sector, a Business Cooperation Contract (BCC) remains an option for foreign investors who wish to cooperate with domestic enterprises without establishing a new legal entity.

Under this model, the parties enter into a contract to jointly conduct business, sharing profits, costs, and responsibilities during operations. This is suitable for investors who wish to test the Vietnamese market in the short term or where legal barriers prevent the establishment of an independent enterprise.

BCCs are particularly suitable for large-scale logistics projects requiring coordination among multiple parties, such as logistics centers, bonded warehouses, inland container depots (ICDs), or inter-regional transport infrastructure development. However, contractual arrangements must be carefully structured to avoid disputes.

Conditions for establishing a foreign – owned logistics company in Vietnam

Pursuant to Article 4 of Decree No. 163/2017/ND-CP, foreign investors from WTO member countries wishing to provide logistics services in Vietnam must satisfy the following conditions:

Conditions for establishing a foreign – owned logistics company in Vietnam

Maritime transport services (excluding domestic shipping)

Foreign investors may:

• Establish companies operating fleets flying the Vietnamese flag or contribute capital, purchase shares, or acquire capital contributions in enterprises, provided that foreign ownership does not exceed 49%;
• Ensure that foreign seafarers do not exceed 1/3 of the crew;
• Ensure that the captain or first chief mate is a Vietnamese citizen.

Foreign shipping companies may establish enterprises or contribute capital, purchase shares, or acquire capital contributions in Vietnamese enterprises.

Container handling services (supporting maritime transport)

Foreign investors may:

• Establish enterprises or contribute capital, purchase shares, or acquire capital contributions in enterprises, with foreign ownership not exceeding 50%;
• Establish commercial presence in Vietnam in the form of a BCC.

Container handling services (all modes of transport, excluding airports)

Foreign investors may:

• Establish enterprises or contribute capital, purchase shares, or acquire capital contributions, with foreign ownership capped at 50%.

Customs clearance services (Supporting maritime transport)

Foreign investors may:

• Establish enterprises or contribute capital, purchase shares, or acquire capital contributions in enterprises with domestic investor participation;
• Establish commercial presence in Vietnam in the form of a BCC.

Other logistics services

Including:

• Bill checking services;
• Freight brokerage services;
• Cargo inspection services;
• Sampling and weight determination services;
• Goods receipt and acceptance services;
• Transport documentation preparation services.

Foreign investors may establish enterprises or contribute capital, purchase shares, or acquire capital contributions in enterprises with domestic investor participation.

Transport services

• Inland waterway and railway freight transport: foreign ownership not exceeding 49%;
• Road freight transport: investment via BCC or enterprise establishment, with foreign ownership not exceeding 51%, and 100% of drivers must be Vietnamese citizens;
• Air transport services: subject to aviation laws.

Technical analysis and inspection services

• Services related to government authority must initially be provided through enterprises with domestic capital participation for the first three (03) years, or without foreign ownership restrictions after five (05) years from the time private service providers are permitted to operate;
• Prohibited from providing inspection and certification services for transport vehicles;
• Activities may be restricted in certain geographical areas for national defense and security reasons.

Additional requirements

• Investors conducting logistics activities via electronic means (internet, telecommunications networks) must comply with e-commerce regulations;
• Traders providing logistics services must meet all conditions applicable to each specific service;
• Where international treaties provide different conditions, investors may choose to apply the most favorable provisions.

Procedures for a foreign – owned logistics company establishment in Vietnam

Procedures for a foreign-ownedcompany establishment in Vietnam

Step 1: Application for Investment Registration Certificate (IRC)

Foreign investors must carry out investment registration procedures with competent authorities pursuant to the Law on Investment 2020 (as amended).

Application dossier includes:

• Written request for implementation of an investment project (prescribed form);
• Copy of ID card, citizen identification card, or passport (for individual investors); or Certificate of Incorporation or equivalent document (for organizational investors);
• Proposal for land use demand or lease agreement or other documents proving the right to use the project location;
• Explanation of technology use (if applicable);
• Financial capacity report;
• BCC contract (if applicable);
• Power of attorney authorizing Viet An Law to carry out procedures.

Processing time: Within 15 days from receipt of a valid dossier, the Investment Registration Certificate shall be issued.

Step 2: Enterprise Registration

Investors must submit an enterprise registration dossier in accordance with Decree No. 168/2025/ND-CP to the Business Registration Office under the Department of Finance where the head office is located.

Dossier includes:

• Application for enterprise registration;
• Company Charter;
• Valid copies of identification documents of authorized representatives (for single-member LLCs managed by organizations);
• List of authorized representatives and copies of their identification documents;
• Valid copies of the following documents:
  • Identification documents of the owner (for individual owners);
  • Establishment decision, enterprise registration certificate, or equivalent documents of the owner (for organizational owners);
  • Investment Registration Certificate for foreign investors or foreign-invested economic organizations;
• Power of attorney authorizing Viet An Law to carry out enterprise registration procedures.

After submission, within 03 – 05 working days, if the dossier is valid, the Department of Finance shall issue the Enterprise Registration Certificate and publish it on the National Business Registration Portal.

Consulting services in terms of establishing a foreign – invested logistics company in Vietnam by Viet An Law

Viet An Law provides the following services to support foreign investors:

• Legal consultancy: Guidance on investment conditions, capital contribution ratios, and appropriate enterprise structures;
• Dossier preparation: Drafting and completing applications for Investment Registration Certificate and Enterprise Registration Certificate;
• Representation: Acting on behalf of investors in working with competent authorities;
• Post-establishment advisory: Supporting accounting, taxation, and legal issues arising during operation.

Viet An Law offers comprehensive services for establishing a foreign – owned logistics company in Vietnam. Should you have any questions, please contact Viet An Law for timely, accurate, and complete support.