Foreign investors can now proceed with more certainty when
setting up logistic companies or acquiring stakes from Vietnamese
partners. Logistics is an area where discrepancies between
international treaties and domestic law implementation have caused
many headaches. However, Vietnam's Ministry of Industry and
Trade (MOIT) has recently provided more clarity
through a guiding regulation (Circular No. 9911/BCT-KH) and a
number of official letters, including responses to the Ho Chi Minh
City People's Committee and the Vietnam Business Forum. At the
same time, a few Japanese logistics companies have established 100%
foreign-invested subsidiaries in Vietnam.
International treaties should supersede national law, and
official comments from MOIT have restated that view. So, we
initially refer to Vietnam's WTO service sector commitments
(WTOSSC) in most cases. Accordingly, some sectors
are open to 100% foreign investment (e.g., warehousing and freight
forwarding), while some still require Vietnamese equity
participation (e.g., container handling).
Ownership Limitations in the Logistics Sector
transport agency (incl. freight forwarding services)
auditing; freight brokerage; freight inspection, weighing and
sampling; freight receiving and acceptance; transportation document
preparation on behalf of cargo owners
transport (Passengers; less cabotage)
transport (Freight; less cabotage)
waterways transport (Passengers)
waterways transport (Freight)
station and depot
handling (except at airports)
6113, 6121, 622, 631 + 632
(import/export, commission agents, wholesale, retail)
As a foreign buyer in an M&A case, besides the purchases
price and other conditions, we recommend to consider and
differentiate between absolutely essential and optional business
lines as well as the best case and acceptable levels of ownership
in the target.
Yamato Logistics and the Sagawa Express have established 100%
foreign-invested subsidiaries in Vietnam. This is possible through
strategically limiting business lines to those that are open to
100% foreign investment.
Disclaimer:This Alert has been
prepared and published for informational purposes only and is not
offered, nor should be construed, as legal advice. For more
information, please see the firm's
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