Logistics companies are lively M&A targets in the supply-chain shift wave — but also the enterprise type where capital transfers are wrapped in the most layers of conditions: foreign ownership caps computed per service sub-sector, transport business licences tied to maintenance conditions, and supply-chain customer contract systems carrying change-of-control clauses. This article walks through those three layers so a buyer — especially a foreign investor — knows exactly what to check and what to apply for.
1. Foreign ownership caps by sub-sector: the number one special condition
Logistics services under Decree 163/2017/ND-CP are not a single sector from a market access standpoint: they are a bundle of sub-sectors, each with its own foreign investor cap and conditions under Vietnam’s international commitments. Typical examples applied in appraisal practice: cargo handling services (containers) — foreign investors are limited to a 50% capital ratio; road freight transport services — foreign-invested enterprises in joint venture form with a 51% foreign capital cap and attached conditions that drivers must be Vietnamese citizens; warehousing, freight forwarding and transport agency services have their own opening schedules and conditions per commitment segment. The consequence for a capital transfer deal: before fixing the purchase ratio, the foreign buyer must decompose the target’s revenue and licences by sub-sector and reconcile the post-deal ownership ratio against the cap of the “tightest” sub-sector the company actually operates — a company registered for many logistics services but actually mainly handling containers is governed by the cargo-handling cap, even if the purchase is described generally as “buying a logistics company”. Breaching the cap of any operating sub-sector makes the deal uncompletable at that ratio: the parties must reduce the purchase ratio, spin the capped sub-sector into another legal entity, or accept a joint venture structure in the limited sub-sector.
2. Transport business licences and sub-sector licences when ownership changes
A transport business licence (and other logistics sub-sector licences/certificates) is granted to the transport enterprise legal person — a capital transfer changes shareholders, not the legal person, so the licence needs no re-issuance and is not “transferred” to the buyer. But three tasks surround the licence: first, notifying/amending registered particulars on the licence and sector files upon related changes (legal representative, the professionally responsible transport operations manager, enterprise information under the road transport management regime and corresponding sub-sectors); second, ensuring the enterprise continues to meet transport business conditions after the deal — the quantity and status of vehicles under lawful use rights, operations staff with prescribed certificates, safety and insurance conditions: a deal where the seller also withdraws transport vehicles/assets from the company can drop the company out of licence conditions even though the shareholder change is valid; third, for sub-sectors with their own specialised regulators (maritime, aviation, rail), reviewing each regime’s ownership conditions and notification duties — some regimes place foreign ownership ratio conditions within the licence maintenance conditions themselves, connecting straight back to the cap layer in section 1. The thread throughout: the licence follows the legal person, but licence conditions follow both the ownership structure and the operating resources — logistics due diligence must check both.
3. Supply-chain customer contracts when the company changes owners
A logistics company’s value lies mostly in its portfolio of service contracts with customers — manufacturers, retailers and forwarders in supply chains. In pure legal terms, these contracts belong to the company legal person, so a capital transfer neither terminates them nor requires re-signing. The risk lies in contract clauses: many large logistics service contracts — especially with foreign group customers — contain a change of control clause: the customer has the right to be notified before the provider’s ownership/control structure changes, and in some contract templates, the right to terminate or renegotiate if control passes to a competitor of the customer or an unapproved entity. The buyer must therefore review all key customer contracts in due diligence, list contracts carrying change of control clauses with their notice periods, and place notification/waiver (where the clause requires consent) into the deal’s completion conditions. Skipping this step, a buyer may complete the purchase of a company that has just lost its largest customer contract — exactly per a clause nobody read. In the same risk group are warehouse/terminal leases and transport subcontractor agreements, where owner-change notification and no-assignment clauses also commonly appear.
4. A foreign buyer: where to apply, and in what order
The investment approval endpoint for a foreign buyer remains the investment registration authority: a foreign investor acquiring capital in a logistics company — an enterprise in a market-access-conditioned field — must register and obtain capital contribution/share acquisition approval under the Law on Investment 143/2025/QH15 before the company changes members/shareholders, with a file comprising the investor’s status and financial capacity, transaction information and the target’s business lines as the basis for reconciling sub-sector caps. The transport specialised regulator issues no separate “M&A licence” for a capital transfer deal — the specialised role travels through the enterprise’s sub-licence regime (maintenance conditions, change notifications) as in section 2, and through specific regimes where a sub-sector has its own regulator. The safe execution order for buying a logistics company: (1) decompose sub-sectors and fix the purchase ratio within the caps; (2) diligence sub-licences, maintenance conditions and customer change-of-control contracts; (3) file the capital acquisition approval at the investment registration authority; (4) sign and complete the deal, paying via the ICA under Circular 38/2026/TT-NHNN; (5) register the member/shareholder change, amend the IRC, and complete sector notifications and customer notifications per contract clauses. Following this order, the foreign buyer acquires exactly what it priced: a logistics company with its licences intact, its customers intact, at a lawful ownership ratio.
When selling capital in a logistics company, are there special conditions on foreign ownership ratios?
Yes — by logistics service sub-sector under Decree 163/2017/ND-CP and international commitments: for example container cargo handling limits foreign capital to 50%, road freight transport takes joint venture form with a 51% foreign capital cap (with the attached condition that drivers are Vietnamese citizens), and warehousing/forwarding services have their own conditions per segment. Before fixing the purchase ratio, decompose the company’s actual operations by sub-sector and reconcile the post-deal ratio against the cap of the tightest operating sub-sector.
Can the transport business licence be transferred to the buyer?
There is no licence transfer to the buyer: the transport business licence is granted to the enterprise legal person, and a capital transfer changes no legal person, so the licence remains the company’s and needs no re-issuance. What must be done is notifying/amending registered particulars upon related changes (legal representative, transport operations manager), and ensuring the company continues to meet transport business conditions after the deal (vehicles, certificated operations staff, safety, insurance) — including where the seller withdraws transport assets from the company.
How are contracts with supply-chain customers handled when the company changes owners?
The contracts belong to the company legal person, so they neither terminate automatically nor need re-signing on a capital transfer. The risk lies in change of control clauses in many large customer contracts: the customer has the right to prior notification, sometimes the right to terminate/renegotiate if control passes to an unapproved entity. The buyer must review key contracts in due diligence, list those carrying this clause with their notice periods, and place notification/consent into the completion conditions.
Must a foreign buyer obtain permission from the specialised regulator?
The investment approval endpoint is the investment registration authority: a foreign investor acquiring capital in a logistics company (a market-access-conditioned field) must obtain capital contribution/share acquisition approval under the Law on Investment 143/2025/QH15 before the member/shareholder change. The transport specialised regulator issues no separate “M&A licence” — the specialised role travels through the enterprise’s sub-licence regime: licence maintenance conditions and post-deal change notification duties.
