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Set Up a Logistics Company in Vietnam to capitalize on one of Southeast Asia’s fastest-growing logistics markets, fueled by rapid e-commerce expansion, strong manufacturing growth, and increasing import–export activities. Vietnam’s logistics sector has consistently recorded double-digit annual growth, while logistics costs account for a significant share of GDP, highlighting both market scale and investment potential.
For foreign investors, Vietnam offers attractive opportunities-but entering this market requires a clear understanding of investment conditions, foreign ownership limits, licensing requirements, and ongoing compliance obligations. This guide provides a concise yet comprehensive overview of how to set up a logistics company in Vietnam, covering the legal framework, registration procedures, sector-specific licenses, and post-establishment compliance needed to operate successfully and sustainably in the Vietnamese market.
Foreign Ownership Limits and Business Scope
Foreign investors interested in Vietnam’s logistics industry must understand the applicable foreign ownership limits and investment forms for each subsector. These conditions are governed by Vietnam’s WTO commitments and Decree 163/2017/ND-CP (as amended), and have been further updated under various FTAs (EVFTA, CPTPP, UKVFTA), which provide broader market access for certain logistics services. Investors should also consider the latest investment regulations under Decree 239/2025/NĐ-CP and VSIC 2025 requirements.
Overview of Foreign Investment Restrictions by Logistics Subsector
Below is a comprehensive breakdown of the permitted forms of investment and the maximum allowable foreign ownership percentage, depending on the type of logistics services:
Logistics Subsector | Form of Investment | Maximum Foreign Ownership | Explanation |
Sea freight services (excluding domestic transport) | Joint venture with a Vietnamese company | 49% | Foreign investors may participate in international sea freight services in Vietnam through a joint venture with a Vietnamese company. Foreign capital ownership must not exceed 49%, and domestic sea freight transportation remains restricted exclusively to Vietnamese investors. Market access conditions for this subsector continue to follow Vietnam’s WTO Schedule, and the commitments under FTAs (such as EVFTA and CPTPP) do not remove these existing ownership limitations. |
Container handling services (related to sea freight support) | Joint venture | 50% | This category includes the loading, unloading, stevedoring, and handling of containers and cargo associated with seaport operations and inland container depots. Foreign ownership is capped at 50%, and a joint venture with a Vietnamese partner is required. These limitations remain consistent with Vietnam’s commitments under the WTO framework. |
Container handling services (excluding airport operations) | Joint venture | 50% | Foreign investors may provide container handling services outside of airport operations under a joint venture structure, with foreign ownership limited to 50%. This includes cargo handling functions performed within seaports or inland container depots and follows Vietnam’s WTO commitments. |
Inland waterway freight transport | Joint venture with a local partner | 49% | Foreign investors may operate inland waterway freight transport services only through a joint venture with a Vietnamese partner, with foreign ownership not exceeding 49%. This ownership cap remains unchanged under current WTO commitments and is not expanded under FTAs. |
Rail freight transport services | Joint venture | 49% | Rail freight transport services require foreign investors to establish a joint venture with a Vietnamese enterprise. Foreign ownership may not exceed 49%, consistent with Vietnam’s WTO Schedule. Commitments under FTAs do not alter these limitations for railway transport operations. |
Road freight transport services | Joint venture | 51% | Foreign investors may provide road freight transport services in Vietnam only through a joint venture with a Vietnamese partner, and may own up to 51% of the charter capital. This percentage reflects the maximum limit under Vietnam’s WTO commitments and remains unchanged under EVFTA, CPTPP, and other FTAs. |
Warehousing and storage services | Wholly foreign-owned enterprise or joint venture | 100% | Foreign investors are permitted to establish enterprises with 100% foreign ownership to provide warehousing and storage services, including cold storage, bonded warehouses, logistics centers, and distribution facilities. From 2025 onward, business lines in this sector must be registered using the five-digit VSIC 2025 classification (Decision 36/2025/QĐ-TTg). FTAs such as EVFTA and CPTPP also provide expanded market access for supporting warehousing activities. |
Freight forwarding, agency, and documentation services | Wholly foreign-owned enterprise | 100% | Foreign investors may establish a wholly foreign-owned enterprise to provide freight forwarding, cargo agency, and transportation documentation services. Foreign-owned enterprises may arrange, organize, and coordinate transportation activities; however, they may not directly perform transport operations (by road, sea, rail, or inland waterway) unless conducted through a joint venture that complies with the ownership caps applicable to each transport mode. These conditions remain governed by Decree 163/2017/NĐ-CP (as amended). |
Customs clearance, sampling, and inspection services | Wholly foreign-owned enterprise | 100% | Foreign investors may establish wholly foreign-owned companies to provide customs brokerage, goods sampling, and inspection services without ownership restrictions. To legally act as a Customs Broker authorized to sign and submit customs declarations, the enterprise must employ personnel holding valid Customs Broker Certificates and must be officially registered with the General Department of Customs in accordance with prevailing regulations. |
Foreign ownership in logistics varies depending on the service type, ranging from 49% and 51% to 100% in accordance with Vietnam’s WTO commitments. Ownership caps for transport-related services (road, rail, inland waterways, and international sea freight) remain unchanged. Commitments under FTAs such as the EVFTA and CPTPP mainly expand market access for supporting logistics services but do not modify WTO-based foreign ownership limits.
In addition to ownership restrictions, investors must comply with specialized licensing, professional certification requirements, and investment conditions under Decree 163/2017/NĐ-CP (as amended by Decree 47/2021/NĐ-CP), as well as updated regulations introduced by Decree 239/2025/NĐ-CP and VSIC 2025 classification rules.
Step-by-Step Process to Establish a Logistics Company
Starting a logistics company in Vietnam involves several key steps, each crucial to ensure compliance with local laws and regulations. Below is a comprehensive guide to help you navigate the process efficiently.
Step 1: Determine Services and Ownership Structure
Before establishing a logistics business in Vietnam, investors should first clearly define the scope of logistics services to be provided, such as warehousing, transportation, freight forwarding, or customs brokerage. Based on the selected services, it is necessary to review relevant Vietnamese regulations and Vietnam’s WTO commitments to identify any foreign ownership restrictions. Where such restrictions apply, foreign investors will be required to cooperate with a qualified Vietnamese partner through a joint venture structure.
This step is critical to ensure that the proposed business model complies with Vietnamese law, thereby minimizing licensing risks and avoiding delays during the registration process. In addition, from 2025 onward, all logistics business activities must be registered in accordance with the VSIC 2025 classification system under Decision No. 36/2025/QĐ-TTg, with business lines selected at the five-digit VSIC code level.
Step 2: Reserve Company Name
Once the business scope has been determined, investors should proceed with reserving a company name. This involves conducting a name search on the National Business Registration Portal to confirm that the proposed name is available and compliant with Vietnamese regulations. In practice, the company name will be automatically reviewed for approval during the Enterprise Registration Certificate (ERC) application by the Business Registration Office under the Department of Finance (DOF).
Securing a unique and compliant company name is essential, as it helps avoid potential conflicts with existing enterprises and minimizes legal risks, thereby ensuring a smooth and valid business registration process in Vietnam.
Step 3: Apply for the Investment Registration Certificate (IRC)
Following name reservation, foreign investors must apply for an Investment Registration Certificate (IRC) with the Investment Registration Division under the Department of Finance (DOF). The application dossier typically includes the IRC application form, an investment proposal outlining the project’s objectives, scale, capital, and location, documents proving the investor’s legal status (such as a passport or business registration certificate), evidence of financial capacity (including bank statements or audited financial reports), and a lease agreement or Memorandum of Understanding (MoU) for the proposed office or warehouse premises. Under current e-government regulations, all online submissions must be authenticated using a VNeID Level 2 digital identity, which is mandatory for the legal representative of the investment project.
By law, the IRC is usually issued within 15–20 working days; however, in practice, the processing time may be longer depending on the project location and the completeness and accuracy of the submitted documents. The IRC is a fundamental legal instrument, as it formally authorizes foreign investment activities in Vietnam and ensures that the project complies with applicable investment regulations.
Step 4: Apply for the Enterprise Registration Certificate (ERC)
After the Investment Registration Certificate (IRC) is issued, the investor must proceed with applying for the Enterprise Registration Certificate (ERC). The ERC application dossier generally consists of the enterprise registration application form, the company charter in Vietnamese, the list of shareholders or members, notarized identification documents of relevant parties, a copy of the IRC, and a declaration of the Ultimate Beneficial Owner (UBO) in accordance with current regulations.
Under normal circumstances, the ERC is issued within three to five working days. The ERC is a crucial legal document, as it formally establishes the company as a legally registered entity in Vietnam and provides the legal foundation for the enterprise to commence and conduct its business operations.
Step 5: Complete Post-Establishment Procedures
Once the Enterprise Registration Certificate is issued, the company must complete a series of mandatory post-establishment procedures before commencing operations. These include carving the company seal, obtaining a tax code, and registering for electronic invoices in accordance with Decree No. 123/2020/NĐ-CP, as amended by Decree No. 70/2025/NĐ-CP. The enterprise must also open a corporate bank account and fully contribute the registered charter capital within 90 days from the date of business registration. In addition, the company is required to pay the annual business license tax and publish its business registration information on the National Business Registration Portal.
These post-establishment formalities are essential to ensure that the company can legally operate in Vietnam and remain fully compliant with tax, corporate, and administrative regulations.
Step 6: Obtain Sector-Specific Licenses (if applicable)
Depending on the specific logistics services to be provided, the enterprise may be required to obtain additional sector-specific licenses before commencing operations. Common examples include a Road Transport Business License issued by the provincial or municipal Department of Transport, a Customs Brokerage License granted by the General Department of Customs, or a Maritime Transport License for companies engaged in sea freight services.
Failure to obtain the required licenses may result in administrative penalties, suspension of business activities, or even revocation of the enterprise’s registration. Accordingly, securing all applicable sector-specific licenses is essential to ensure lawful and uninterrupted operation of logistics services in Vietnam.
Step 7: Ensure Compliance and Operational Setup
After obtaining all necessary licenses, the company must put in place appropriate systems and procedures to ensure ongoing compliance and effective operations. This includes establishing accounting and bookkeeping systems in accordance with Vietnamese Accounting Standards (VAS), registering employees for mandatory social and health insurance, and executing labor contracts in full compliance with Vietnam’s labor laws. The enterprise is also required to submit periodic tax declarations and statutory business reports to the relevant authorities.
Ongoing compliance with Vietnamese accounting, tax, and labor regulations is critical to avoiding administrative sanctions and maintaining the company’s legal status and good standing throughout its operations in Vietnam.
Estimated Timeline
Activity | Timeline (Approx.) | Notes |
Investment Registration Certificate (IRC) | 15–20 working days | The timeline may vary depending on the province and the complexity of the business. |
Enterprise Registration Certificate (ERC) | 3–5 working days | Processing time may differ based on the completeness of submitted documents. |
Post-IRC Procedures (including company seal registration, tax code, and bank account setup) | 1–2 weeks | Can be completed concurrently with other steps if all documents are ready. |
Sector-Specific Licenses (if applicable, e.g., Road Transport, Customs, Maritime Transport) | 2–4 weeks | The timeline depends on the type of logistics services provided. |
Total Estimated Time | 2–3 months | If all documents are complete and there are no delays in the process. |
Green NRJ – Your Trusted Partner to Set Up a Logistics Company in Vietnam
Green NRJ provides comprehensive, end-to-end support to help foreign investors efficiently set up a logistics company in Vietnam, from initial feasibility assessment to full operational readiness. Our services cover legal consulting, preparation and submission of IRC and ERC applications, sector-specific licensing, regulatory compliance management, as well as office and warehouse sourcing. We also assist with post-registration tax, accounting, and labor setup to ensure your business operates smoothly from day one.
With proven experience in logistics, import–export, and transportation, Green NRJ delivers a transparent process, clear pricing, and dedicated English-speaking consultants throughout your investment journey.
Contact Green NRJ today to confidently enter Vietnam’s fast-growing logistics market and turn your investment plan into reality.
