Logistics is one of the few sectors where business conditions for foreign investors are specified sub-sector by sub-sector: the same ‘logistics company’ faces different foreign-equity ceilings across forwarding, warehousing, maritime transport and customs brokerage. This article sets out the current conditions under Decree 163/2017/ND-CP and the two forces reshaping the sector — green and digital — from a legal angle.
The conditions framework: Decree 163/2017 by sub-sector
Logistics services are defined in the Commercial Law 36/2005/QH11, with business conditions detailed in Decree 163/2017/ND-CP. The decree classifies logistics services (handling, warehousing, forwarding, transport agency, customs clearance, technical inspection, postal, multimodal transport and more) and attaches specific conditions for foreign investors: some sub-sectors are fully open, some cap foreign equity, and maritime, inland-waterway and road transport carry their own vehicle conditions. In practice, investors must design the registered business lines to match the sub-sectors they will actually operate from the licensing stage, because adding a capped sub-sector later means restructuring ownership. Road transport additionally sits under the Road Law 35/2024/QH15 and Decree 158/2024/ND-CP on transport business (vehicle badges, vehicle conditions, journey monitoring) from 2025.
Green logistics: a trend becoming a soft condition
There is no standalone ‘green logistics licence’, but environmental requirements enter through three channels: client requirements (multinationals apply ESG standards and require logistics contractors to report supply-chain emissions); infrastructure conditions (new warehouses need environmental impact assessment, and warehousing is planned toward consolidated logistics centres); and vehicle policy (truck emission control roadmaps in large cities, with local incentives for electric vehicles in some last-mile services). FDI operators should build emissions records and warehouse standards into bid credentials now — they are already real scoring criteria for large clients even before becoming statutory conditions.
Digitalisation: platforms and data
Freight exchanges and digital logistics platforms raise three legal issues: whether the platform is a transport agent, a broker or the carrier of record — which decides liability for cargo loss; electronic invoices and transport documents under the current electronic-transactions framework; and data protection — vehicle location and customer data fall under Decree 356/2025/ND-CP on personal data protection (replacing Decree 13/2023 from 01/01/2026). Cross-border platforms must also mind the obligations of foreign suppliers operating online into Vietnam.
Recommendations
Before incorporating or acquiring a logistics company, map the intended sub-sectors against the equity caps in Decree 163/2017/ND-CP; separate entities or ownership structures for capped sub-sectors; and embed ESG standards, emissions reporting and personal-data compliance into operations from the start — in the coming period these will decide multinational tenders more than freight rates alone.
Frequently Asked Questions
What are the logistics conditions by sub-sector?
Decree 163/2017/ND-CP classifies logistics services with conditions per type: many sub-sectors are open to foreign investors, some cap foreign equity, and maritime, inland-waterway and road transport carry vehicle conditions. Match the exact sub-sectors you will operate before registering.
Is there a separate legal regime for green logistics?
No standalone green licence exists. Green requirements arrive via multinational clients’ ESG standards, warehouse environmental assessment, and urban vehicle-emission policy — soft conditions that already decide tenders.
What must digital logistics platforms watch legally?
Three issues: fixing the platform model (agent, broker or carrier) to allocate cargo liability; electronic documents and invoices; and personal-data protection under Decree 356/2025/ND-CP replacing Decree 13/2023 from 01/01/2026.
What should M&A diligence on a logistics company cover?
Licences and registered sub-sectors versus foreign-equity caps; fleet and transport badges; client contracts with change-of-control clauses; and legacy data and environmental obligations. A sub-sector mismatch against the ownership structure is the biggest legal risk.
This article has been quality-reviewed by the FLAW AI Legal Council