Logistics Business Conditions in Vietnam: Foreign Investor Rules & Trader Rights

What are the conditions for doing logistics business? Rights and obligations when participating in business in the logistics sector.

1. What are the conditions for doing logistics business?

Article 4 of Decree 163/2017/ND-CP provides on logistics business conditions as follows:

“1. Traders doing business in specific services under the logistics services specified in Article 3 of this Decree must satisfy the investment and business conditions prescribed by law for such services.

2. Traders conducting part or all of their logistics business activities by electronic means connected to the Internet, mobile telecommunications networks or other open networks, in addition to satisfying the legal provisions for the specific services specified in Article 3 of this Decree, must also comply with e-commerce regulations.

3. Conditions for foreign investors doing logistics services business:

In addition to satisfying the conditions and provisions in Clauses 1 and 2 of this Article, foreign investors from countries and territories that are members of the World Trade Organization may provide logistics services under the following conditions:

a) For cargo transport services under sea transport services (except domestic transport):

– May establish companies operating fleets flying the Vietnamese flag, or contribute capital, purchase shares or capital contributions in enterprises, in which the capital contribution ratio of the foreign investor does not exceed 49%. The total number of foreign crew members working on ships flying Vietnamese nationality (or registered in Vietnam) owned by these companies in Vietnam does not exceed 1/3 of the crew complement. The captain or first mate must be a Vietnamese citizen.

– Foreign sea transport companies may establish enterprises or contribute capital, purchase shares or capital contributions in enterprises.

b) For container handling services under sea transport supporting services (certain areas may be reserved for providing the services or licensing procedures may be applied in such areas), may establish enterprises or contribute capital, purchase shares or capital contributions in enterprises, in which the capital contribution ratio of the foreign investor does not exceed 50%. Foreign investors are allowed to establish a commercial presence in Vietnam in the form of a business cooperation contract.

c) For container handling services under supporting services for all modes of transport, except services provided at airports, may establish enterprises or contribute capital, purchase shares or capital contributions in enterprises, in which the capital contribution ratio of the foreign investor does not exceed 50%.

d) For customs clearance services under sea transport supporting services, may establish enterprises or contribute capital, purchase shares or capital contributions in enterprises, including capital contributions from domestic investors. Foreign investors are allowed to establish a commercial presence in Vietnam in the form of a business cooperation contract.

đ) For other services, including the following activities: bill of lading inspection, cargo transport brokerage, goods inspection, sampling and weight determination; goods receipt and acceptance; preparation of transport documents, may establish enterprises or contribute capital, purchase shares or capital contributions in enterprises, including capital contributions from domestic investors.

e) For cargo transport services under inland waterway transport services and cargo transport services under railway transport services, may establish enterprises or contribute capital, purchase shares or capital contributions in enterprises, in which the capital contribution ratio of the foreign investor does not exceed 49%.

g) For cargo transport services under road transport services, may be conducted in the form of a business cooperation contract, or may establish enterprises or contribute capital, purchase shares or capital contributions in enterprises, in which the capital contribution ratio of the foreign investor does not exceed 51%. 100% of the enterprise’s drivers must be Vietnamese citizens.

h) For air freight transport services, follow the provisions of aviation law.

i) For technical analysis and inspection services

– For services provided to exercise the authority of the Government, they are conducted in the form of an enterprise including capital contributions from domestic investors after three years, or in the form of an enterprise with no restriction on foreign investors’ capital contributions after five years from when private service providers are allowed to do business in such services.

– May not do business in inspection and certification services for means of transport.

– The provision of technical analysis and inspection services is restricted from operating in geographical areas determined by competent authorities for national defence and security reasons.

4. Where foreign investors are subject to international treaties with different provisions on conditions for logistics services business, investors may choose to apply the investment conditions specified in one of such treaties.”

Thus, under the law, to do logistics business you must be a trader before you can conduct business in the logistics sector as specified in Article 3 of this Decree, and you must also comply with e-commerce regulations.

2. At which authority is business registered in the logistics sector?

Under Decree 168/2025/ND-CP (effective from July 1, 2025, replacing Decree 01/2021/ND-CP), business registration authorities are organized at two levels: provincial level (under the Department of Finance) and communal level.

Thus, to register an enterprise doing logistics services business, please submit the dossier at the provincial-level business registration authority under the Department of Finance where the enterprise has its head office. Where doing business in the form of a household business, the dossier is submitted at the communal-level business registration authority where the business location is.

Dossiers and registration order are carried out under the Law on Enterprises 2020 and Decree 168/2025/ND-CP; you may also submit dossiers electronically via the National Enterprise Registration Portal.

3. What are the rights and obligations of traders in the logistics sector?

Article 235 of the Commercial Law 2005 provides on the rights and obligations of traders in the logistics sector as follows:

“1. Except where otherwise agreed, traders doing logistics services business have the following rights and obligations:

a) To receive service remuneration and other reasonable costs;

b) During contract performance, if there is a justifiable reason for the benefit of the customer, the trader doing logistics services business may act differently from the customer’s instructions, but must immediately notify the customer;

c) When a situation arises that may lead to partial or complete inability to carry out the customer’s instructions, the trader must immediately notify the customer to seek instructions;

d) Where there is no agreement on a specific time limit for performing obligations to the customer, the trader must perform its obligations within a reasonable time.

2. When transporting goods, the trader doing logistics services business must comply with the provisions of law and transport customs.”

Thus, except where otherwise agreed between the parties, traders doing logistics services business have rights and obligations such as: receiving service remuneration and other reasonable costs.

During contract performance, if an incident occurs that harms the customer’s interests, the trader doing logistics services business must immediately notify the customer or may act according to the customer’s instructions.

Where part or all of the contract cannot be performed, the trader must immediately notify the customer to seek instructions. When transporting goods, the trader doing logistics services business must comply with the provisions of law and transport customs.