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Conditions and Procedures for Establishing a Foreign-Invested Logistics Company – Latest Update

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Establishing a logistics company with foreign capital in Vietnam has become an attractive trend for international investors. With its favorable geographical location and rapidly developing economy, Vietnam offers numerous opportunities in the logistics sector. However, to ensure compliance with legal regulations and optimize business operations, investors must thoroughly understand the necessary conditions and procedures. In this article, we will explore the latest regulations related to establishing a logistics company with foreign investment capital, from selecting the appropriate business form to registration procedures and obtaining required licenses.

Concept and Classification of Logistics Services

Conditions and Procedures for Establishing a Foreign-Invested Logistics Company – Latest Update

Pursuant to Article 233 of the Commercial Law 2005, logistics services are defined as follows:

“Logistics services are commercial activities whereby a trader organizes the performance of one or more tasks including receipt of goods, transportation, storage, warehousing, customs procedures, other documentation procedures, customer consulting, packaging, labeling, delivery, or other services related to goods as agreed with the customer in return for remuneration. Logistics services are phonetically transliterated into Vietnamese as ‘dịch vụ lô-gi-stíc’.”

Logistics services are classified under Article 3 of Decree 163/2017/ND-CP as follows:

1. Container handling services, excluding services provided at airports.
2. Container warehousing services as part of maritime transport support services.
3. Warehousing services as part of support services for all modes of transport.
4. Courier services.
5. Freight forwarding agency services.
6. Customs brokerage services (including customs clearance services).
7. Other services, including the following activities: bill of lading inspection, freight brokerage services, goods inspection, sampling and weighing services; receipt and acceptance of goods; preparation of transport documents.
8. Wholesale and retail support services, including inventory management, collection, consolidation, sorting of goods, and delivery.
9. Goods transportation services as part of maritime transport services.
10. Goods transportation services as part of inland waterway transport services.
11. Goods transportation services as part of railway transport services.
12. Goods transportation services as part of road transport services.
13. Air cargo transportation services.
14. Multimodal transport services.
15. Technical analysis and inspection services.
16. Other transport support services.
17. Other services as agreed between logistics service providers and customers in accordance with the basic principles of the Commercial Law.

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Conditions for Foreign Investors to Engage in Logistics Services in Vietnam

Conditions Regarding the Investor

Foreign investors must have full civil act capacity. If an organization, it must hold a valid business registration certificate consular legalized and be from a WTO member country.

Vietnamese business owners must satisfy legal personality requirements and other conditions for enterprise establishment.

Conditions Regarding Capital

There is currently no prescribed minimum charter capital for establishing a logistics company with foreign capital. The capital amount should be sufficient to meet project requirements. Depending on the service type, foreign investors may hold 100% capital or cooperate with domestic investors according to prescribed ratios.

For foreign investors from WTO member territories engaging in logistics services related to transportation, the ownership ratio is governed by WTO commitments.

Conditions Regarding Business Lines

Foreign investors are prohibited from investing in the following logistics-related sectors: pipeline transportation services and vehicle inspection and certification services.

Conditions Regarding Foreign Investor Ownership Ratio in Economic Organizations

Industry Code Service Name Maximum Foreign Investor Ownership Ratio Investment Form
CPC 7411 Container handling services 50% Establish a joint venture with Vietnamese investors or contribute capital, purchase shares, or capital contributions in Vietnamese enterprises
CPC 722 Goods transportation services (inland waterway) 49% Establish a joint venture with Vietnamese investors or contribute capital, purchase shares, or capital contributions in Vietnamese enterprises
CPC 7112 Goods transportation services (railway) 49% Establish a joint venture with Vietnamese investors or contribute capital, purchase shares, or capital contributions in Vietnamese enterprises
CPC 7123 Goods transportation services (road) 51% Establish a joint venture with Vietnamese investors or contribute capital, purchase shares, or capital contributions in Vietnamese enterprises
CPC 742 Warehousing services No restriction Establish a 100% foreign-owned enterprise, joint venture, or contribute capital, purchase shares, or capital contributions in Vietnamese enterprises
CPC 748 Freight forwarding agency services No restriction Establish a 100% foreign-owned enterprise, joint venture, or contribute capital, purchase shares, or capital contributions in Vietnamese enterprises
CPC 7512 Courier services 100% Establish a 100% foreign-owned enterprise, joint venture, or contribute capital, purchase shares, or capital contributions in Vietnamese enterprises

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Sequence and Procedure for Establishing a Logistics Company with Foreign Investment Capital

Conditions and Procedures for Establishing a Foreign-Invested Logistics Company – Latest Update

Case of Establishing a New Logistics Company with Foreign Capital

**Step 1:** The investor applies for an Investment Registration Certificate

The dossier for applying for an Investment Registration Certificate includes:

  • Application for implementation of the investment project;
  • Certified copy of citizen identity card, citizen identity card, or passport for individual investors;
  • Certified copy of establishment certificate or equivalent document confirming legal status for organizational investors;
  • Investment project proposal;
  • Certified copy of financial statements for the two most recent years or other equivalent documents;
  • Proposed land use demand;
  • Explanation of technology use (if required).

Submission location: Department of Planning and Investment where the principal office is planned to be located. Within 15 days from receipt of a complete dossier, the Department of Planning and Investment shall issue the Investment Registration Certificate.

**Step 2:** Establish a foreign-invested logistics company in Vietnam

The dossier for establishing a foreign-invested logistics company in Vietnam includes:

  • Application for enterprise registration;
  • Enterprise charter;
  • List of members;
  • Certified copy of citizen identity card of individual members; certified copy of business registration certificate of organizational members; certified copy of citizen identity card of the legal representative of that organization;
  • Power of attorney for the service of establishing a foreign-invested logistics company;
  • Investment Registration Certificate issued to foreign investors.

Submission location: Department of Planning and Investment. If the dossier is valid, the Department of Planning and Investment shall issue the Enterprise Registration Certificate.

**Step 3:** Engrave the enterprise seal

After establishment, the company must engrave its seal. The number, form, and content of the seal are decided by the enterprise. However, the seal must contain the enterprise name and registration code. The enterprise must also publicly disclose the seal sample on the national electronic information portal along with company information.

Case of Capital Contribution, Share Purchase, or Capital Contribution Purchase in a Logistics Company

Foreign investors only need to carry out the procedure for registration of capital contribution, share purchase, or capital contribution purchase in the logistics company at the Department of Planning and Investment. For activities not permitted for foreign investors, consider reducing business lines accordingly.

**Step 1:** The foreign investor prepares the dossier for registration of capital contribution, share purchase, or capital contribution purchase in the logistics company

The dossier includes:

  • Application for registration of capital contribution, share purchase, or capital contribution purchase, including the following contents: information on the logistics company in which the foreign investor intends to contribute capital, purchase shares, or purchase capital contributions; ratio of charter capital ownership by the foreign investor after contribution or purchase;
  • Certified copy of citizen identity card, citizen identity card, or passport if the investor is an individual; certified copy of establishment certificate or equivalent document confirming legal status if the investor is an organization.

If the capital contribution, share purchase, or capital contribution purchase by the foreign investor satisfies the conditions on ownership ratio and investment form in accordance with WTO commitments and Vietnamese law, within 15 working days from receipt of a complete dossier, the Department of Planning and Investment shall issue a written notice. If the dossier is invalid, the investor will receive a written notice stating the reasons.

**Step 2:** Carry out procedures for transfer of shares, capital contributions, and change of shareholders or members

  • After receiving the notice approving capital contribution, the foreign investor and the Vietnamese logistics company owner shall complete the capital contribution, sign the capital contribution, transfer, purchase, or sale contract in accordance with the law.
  • To facilitate capital contribution, the investor should open an investment account at a Vietnamese bank, then transfer the contributed capital through this account.

Consultation Services for Establishing a Foreign-Invested Logistics Company – Latest Update at BKC Law

BKC Law provides consultation services for establishing logistics companies with foreign investment capital with the latest updates on legal regulations. We support clients from selecting the appropriate investment form, registration procedures, to obtaining operating licenses. With an experienced team of lawyers, BKC Law is committed to delivering optimal solutions to help your enterprise quickly adapt to the business environment in Vietnam while ensuring full compliance with current regulations.

To receive free legal consultation at BKC Law, please contact our lawyers using the following information:

Telephone: 0901 3333 41
Email: info@bkclaw.vn
Branch in District 1: 9th Floor, Diamond Plaza Building, 34 Le Duan Street, District 1, Ho Chi Minh City
Branch in Binh Tan: 41 Ten Lua Street, Binh Tan District, Ho Chi Minh City

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