A port and waterway logistics project is one where “land” is only half the premises: the other half is water surface, navigation channels and port waters — each part with a different authority and a different type of decision. FDI port enterprises face an additional layer of sector-based investment limits. This article presents the premises tenure structure of port/waterway logistics projects and the specific conditions applying to foreign investors.
1. Port premises structure: berth-side land + water surface + channel
A port/waterway logistics project comprises three overlapping rights layers. Layer one is shore land: berths’ aprons, warehouses, container yards, internal roads — transport/commercial-service land leased by the State under land law (term per project, Articles 116 and 172 of the Land Law No. 31/2024/QH15) or subleased within industrial parks/clusters or economic zones. Layer two is the water frontage: waters for vessels to berth, turn and for wharves to extend into — for seaports under the port-waters management mechanism of maritime law; where the project sits in a sea area that must be allocated under Decree No. 11/2021/ND-CP on sea-area allocation, the investor completes sea-area allocation formalities for that water portion. Layer three is the navigation channel and shared infrastructure: approach channels, navigation aids, breakwaters — mostly State-invested and State-managed, used in common by enterprises as prescribed with corresponding maritime charges payable; the project does not “own” the channel even as its main user. A common diligence error is fixing only the shore-land layer without confirming the water layer and channel feasibility for the target vessel size — the project then has a berth that vessels cannot reach. The correct sequence: port planning (seaport system master plan/inland waterway port planning) → investment policy → synchronised land + water + channel design decisions.
2. Investment forms and sector limits for foreign investors
Port construction and operation investment is a conditional sector for foreign investors under international commitments and investment law: foreign investors participate through joint ventures or foreign-invested enterprises in Vietnam, and certain maritime service sub-sectors (such as container handling services at seaports) have applied and apply foreign-equity caps under WTO commitment schedules/specialised law — the specific ratio must be checked at project preparation time because market-opening schedules change by sub-sector. Maritime law (Vietnam Maritime Code No. 95/2015/QH13) frames seaport construction investment, port-waters management and maritime safety; inland waterway transport law frames inland ports and wharves correspondingly. Beyond equity caps, port projects are conditioned on location within approved port planning: outside the planning system, a new port project in principle cannot be formed — so “having riverside/seaside land” does not mean “being allowed a port”. Investors should also note that ports with defence/security significance and dedicated ports (oil & gas, coal, cement serving a plant) have separate approval regimes.
3. Decisions and obligations running parallel to the land file
Beyond the land lease decision and sea-area allocation (if any), a port premises file carries specialised decisions to run in sync: investment policy approval for the port project; environmental impact assessment for dredging and water-surface reclamation (a group with high environmental sensitivity — dumping dredged material at sea needs a separate permit under marine resources law and international conventions); channel and turning-basin design agreement with the regional maritime authority; maritime safety assurance plans for construction and operation; for ports with border/gate elements — additional port security (ISPS) requirements and border-control infrastructure. In operation, the port enterprise must maintain water depth in front of berths (maintenance dredging is a permanent cost and duty), pay maritime safety charges and infrastructure-use fees as prescribed, and bear responsibility for oil spills/pollution incidents in its waters under the approved response plan.
4. Lease structure and control points when taking over an existing port project
When accessing port premises by lease/sublease or project transfer, control points include: (i) the remaining term of the land lease decision and sea-area allocation must match the exploitation plan and handling-equipment life cycle (shore cranes are 20–30-year fixed assets); (ii) outstanding land financial obligations and maritime charges of the sublessor; (iii) the port’s environmental compliance status (dredging records, dumping permits, unremediated incidents) because environmental responsibility attaches to the current operator; (iv) shared channel and infrastructure commitments with neighbouring ports in the same port cluster. On rent structure: shore land rent + sea-area use fee + maritime charges form three separate fixed-cost streams with three different adjustment mechanisms — a port project’s financial model must separate these three streams with scenarios for land-price/fee adjustment cycles, rather than merging them into a single premises cost.
Frequently asked questions
Once riverside land is leased, may a berth be opened automatically?
No. Shore land lease rights create no right to open a port: the port location must sit within approved port system planning, the water portion must be allocated/managed under maritime law, and the approach channel must be feasible for the intended vessel size. These three rights layers are decided by different authorities on different bases — port project diligence must check all three simultaneously before committing capital.
May a foreign investor own 100% of a port operating enterprise?
It depends on sub-sector and timing: certain port activities and maritime services apply foreign-equity caps under international commitments and specialised law (typically container handling at seaports during schedule phases), while port infrastructure construction may be more open. The applicable ratio must be checked against the conditional-sector list and commitments in force at project preparation — do not rely on another project’s earlier information.
Who bears maintenance dredging costs for channels and berth-front waters?
Under maritime law’s allocation principle: public navigation channels and shared infrastructure are State-budget invested and maintained; berth-front waters and waters serving a port exclusively are invested and maintained by the port enterprise from its own resources. The specific boundary between the two parts in each project is set in the project file and agreements with the maritime authority — a large, permanent cost stream to build into the financial model from the start.
Does an inland waterway logistics project (riverside yard, not a seaport) need sea-area allocation?
No — the sea-area allocation mechanism applies only to sea areas. Inland wharves use inland water-surface land under land law and a wharf operation licence under inland waterway transport law. However, where a wharf sits in an estuary adjoining the sea, the management boundary between inland waterway and maritime regimes must be confirmed with the local authority because it decides the applicable file set.
This article has been quality-reviewed by the FLAW AI Legal Council