Warehousing and Freight Transport Business for FDI Enterprises — Conditions

Distinguishing warehousing from freight transport in logistics

Under Article 3 of Government Decree No. 163/2017/ND-CP dated 30 December 2017 (effective from 20 February 2018, still in force), logistics services include several groups, with a key distinction between:

• Warehousing services: container warehousing supporting maritime transport and warehousing supporting all modes of transport — supporting services that do not directly move goods;
• Freight transport services: freight by sea, road, inland waterway, rail and air — direct carriage of goods.

The distinction matters because the conditions for foreign investors (maximum capital ratios, sub-licenses) differ between the two groups.

General conditions under Decree 163/2017/ND-CP

Under Article 5 of Decree 163/2017/ND-CP, an FDI enterprise providing warehousing or freight transport must:

• Hold lawful business registration under Vietnamese law;
• Have adequate means, equipment and tools meeting technical safety standards, plus qualified personnel.

Foreign-investor capital ratio conditions

For foreign investors from WTO member countries or territories, Article 4(3) of Decree 163/2017/ND-CP provides:

• Road freight transport: foreign capital not more than 51%; 100% of drivers must be Vietnamese citizens;
• Maritime freight transport (excluding domestic): not more than 49%; foreign crew not more than one-third of the vessel complement; the master or first mate must be a Vietnamese citizen;
• Inland waterway and railway freight: not more than 49%;
• Warehousing services: the maximum foreign capital ratio follows Article 4 of Decree 163/2017/ND-CP and Vietnam international commitments from time to time — investors should check the current text and treaties (WTO, CPTPP, EVFTA) for the applicable cap.

Where an investor is covered by international treaties prescribing different logistics conditions, it may choose to apply any one of those treaties (Article 4(4)).

Sub-licenses: freight transport business

Beyond capital conditions, an FDI enterprise in road freight transport must hold a transport business license issued by the competent authority, and meet conditions on vehicles (suitable, fitted with journey monitoring devices as required), transport operators and drivers under road traffic law. Transport operations may only begin after licensing.

Warehousing: facilities and safety

For warehousing services, enterprises must meet facility requirements: warehouses designed and built for safety and hygiene; compliance with fire prevention and fighting rules; proper goods management and storage. FDI enterprises typically lease warehouses in industrial parks or build their own attached to projects — construction cases require additional land and construction procedures.

Implementation roadmap for FDI enterprises

1. Obtain an Investment Registration Certificate (IRC) under the Law on Investment 2025, recording warehousing/transport logistics as a conditional market-access sector;
2. Establish the enterprise (ERC) with a capital structure observing the ratio caps;
3. Obtain sub-licenses (transport business license for freight; fire-prevention and safety compliance for warehousing);
4. Operate and comply with reporting and safety obligations.

This article was prepared with review by the FLAW AI Legal Council and is pending QA Council review before submission to the owner for approval. It is not the opinion of a licensed human lawyer and does not replace legal advice for a specific case.