FOREIGN-OWNED BUSINESS ESTABLISHMENT SERVICES (2026): SETTING UP A FREIGHT FORWARDING COMPANY IN VIETNAM
Vietnam’s logistics and freight forwarding sector has become increasingly attractive to foreign investors. With strong export manufacturing, expanding industrial zones, growing e-commerce, active seaports, cross-border trade, and increasing demand for integrated supply chain services, Vietnam offers significant opportunities for investors who wish to establish a freight forwarding company.
However, freight forwarding is not a single legal activity. In practice, a freight forwarding company may provide different services, such as cargo booking, transport arrangement, customs clearance support, warehousing coordination, cargo consolidation, delivery arrangement, transport document preparation, cargo tracking, inland transportation, and multimodal logistics solutions.
From a legal perspective, this distinction is very important. A company that only acts as a freight transport agent may have a different legal structure from a company that directly provides road transportation, customs brokerage, warehousing, container handling, or multimodal transport services.
Therefore, before establishing a freight forwarding company in Vietnam, foreign investors should clearly identify the exact scope of services, foreign ownership structure, operating model, licensing requirements, and post-establishment compliance obligations.
Prospective clients seeking assistance with procedures for setting up a freight forwarding in Vietnam are kindly invited to contact Dai Quang Minh Law Firm via Hotline: 0932 191 299; Zalo: 0932 191 299; Email: info@quangminhlawfirm.com; Viber: (+84) 337 926 405; WhatsApp: (+84) 337 926 405; WeChat: (+84) 337 926 405 (ID: pouniverse) for complimentary consultation and comprehensive, efficient, and accurate legal services.
In addition, Dai Quang Minh Law Firm provides a wide range of services, including sub-licenses, business registration, investment, foreign labor, and ongoing legal advisory services for both domestic and foreign enterprises.
Contact:
- Zalo: 0932.191.299
- Gmail: info@quangminhlawfirm.com
- Viber: (+84) 337926405/ (+84) 869672216
- WhatsApp: (+84) 337926405/ (+84) 869672216
- Wechat: (+84) 337926405 (ID: _pouniverse)/ (+84) 869672216 (ID: DQM_Verna)
- Telegram: (+84) 337926405/ (+84) 869672216
I. WHAT IS A FREIGHT FORWARDING COMPANY IN VIETNAM?
In commercial practice, a freight forwarding company usually acts as an intermediary or coordinator in the movement of goods. It may arrange transportation, prepare shipping documents, coordinate with carriers, support customs-related procedures, organize warehousing, arrange delivery, and communicate with exporters, importers, shipping lines, trucking companies, warehouses, and customs brokers.
Under Vietnam’s logistics framework, logistics services include many categories, such as delivery services, freight transport agency services, customs brokerage services, warehousing services, preparation of transport documents, cargo brokerage, goods receipt and acceptance, container handling, cargo transport services, and multimodal transport services.
This means that a “freight forwarding company” should not be registered too generally. The investor should decide whether the company will:
- Act only as a freight forwarding agent;
- Arrange sea freight, air freight, or inland transport through third-party carriers;
- Provide customs brokerage or customs clearance support;
- Operate warehouses or consolidation facilities;
- Provide road transportation using its own trucks;
- Provide multimodal transport services;
- Provide door-to-door logistics services;
- Serve exporters, importers, manufacturers, e-commerce sellers, or industrial clients.
A clear service scope helps determine whether the company may be wholly foreign-owned, whether foreign ownership caps apply, and whether additional permits are required.
II. CAN FOREIGN INVESTORS ESTABLISH A FREIGHT FORWARDING COMPANY IN VIETNAM?
Foreign investors may establish a freight forwarding or logistics company in Vietnam, subject to Vietnam’s market access conditions and sector-specific logistics regulations.
Under the Law on Investment 2025, foreign investors must comply with market access conditions applicable to foreign investors. These conditions may relate to foreign ownership ratio, investment form, scope of business activities, investor capacity, Vietnamese partners, or other requirements under Vietnamese law and international commitments.
For logistics services, Decree No. 163/2017/ND-CP provides specific conditions for foreign investors from WTO member countries or territories. Importantly, there is no single foreign ownership rule for all logistics activities. The applicable condition depends on the specific service provided.
For example:
- For certain freight transport services by sea, inland waterway, or rail, foreign ownership may be capped at 49% in specific cases.
- For road cargo transport services, foreign investors may provide the service through a business cooperation contract or establish/contribute capital to an enterprise, but foreign ownership must not exceed 51%, and all drivers of the enterprise must be Vietnamese citizens.
- For container handling services, foreign ownership may be capped at 50% depending on the type of service.
- For customs clearance services and several auxiliary services, foreign investors may be required to establish or participate in an enterprise invested in by a domestic investor, or use a business cooperation arrangement depending on the service.
Therefore, foreign investors should not assume that every freight forwarding business may automatically be established as a 100% foreign-owned company. The legal structure must be reviewed based on the exact services.
WHY CHOOSE DAI QUANG MINH LAWFIRM
With years of practical experience in legal consulting, Dai Quang Minh Law Firm is a pioneer in corporate support services, specializing in fast and affordable company formation. Below are the reasons to choose business registration services at Dai Quang Minh Law Office:
Human Resources: Established in September 2009, with over 15 years of practical experience, Dai Quang Minh Law Firm brings together a team of lawyers and legal experts with long-standing expertise in private economic groups nationwide.
Consulting Policy: Clients are gifted a completely free legal consulting package when using services at Dai Quang Minh Law Firm.
Professionalism and Experience: Dai Quang Minh Law Firm has a workforce with in-depth knowledge of business formation, ensuring a swift and accurate consulting process.
Time-Saving: Using Dai Quang Minh Law Firm's services helps you save precious time as we handle the entire process and related procedures.
Legal Insight: Dai Quang Minh Law Firm ensures that all relevant legal regulations are strictly followed in accordance with the law.
Customization: Our consulting services are highly adaptable to your specific needs, allowing you to choose options suitable for your business.
Trusted Partner: Dai Quang Minh Law Firm has built a reputation for providing affordable business setup consulting to many enterprises and individuals nationwide.
Confidentiality Assurance: Dai Quang Minh Law Firm is committed to the absolute protection of your personal and business information.
Detailed Support: Dai Quang Minh Law Firm provides detailed advice and support regarding the process and requirements to help you better understand business formation.
Process Optimization: Our consulting helps optimize the business setup process, minimizing potential risks and difficulties.
Excellent Customer Experience: Dai Quang Minh Law Firm is dedicated to providing the best customer experience through professional advice and enthusiastic support.
Focus on Business Plans: By utilizing our registration services, you can focus on developing your business plans and core activities instead of worrying about legal procedures.
III. FREIGHT FORWARDING IS NOT THE SAME AS DIRECT CARGO TRANSPORTATION
One of the most common misunderstandings is treating freight forwarding and cargo transportation as the same activity.
A freight forwarder may arrange transportation without directly owning trucks, vessels, aircraft, or railway operations. In that case, the company may act mainly as a transport agent, coordinator, or logistics service provider.
By contrast, a company that directly provides road cargo transportation using its own trucks is subject to separate conditions, including the foreign ownership limitation applicable to road transport services under Decree No. 163/2017/ND-CP.
This difference matters because it affects:
The investment structure;
The foreign ownership ratio;
The business lines to be registered;
The need for transport-related permits;
Employment and driver requirements;
Liability under service contracts;
Insurance and operational risks.
For many foreign investors, the safer initial model is to start with freight forwarding, coordination, and agency services, while subcontracting trucking, warehousing, or customs brokerage to licensed Vietnamese partners. The company may later expand its scope after reviewing the required licenses and market access conditions.
IV. POSSIBLE BUSINESS MODELS FOR FOREIGN-INVESTED FREIGHT FORWARDING COMPANIES
A foreign investor may consider several business models in Vietnam.
Freight forwarding and logistics coordination company
This model focuses on arranging cargo movement for clients. The company may coordinate with shipping lines, airlines, trucking companies, warehouses, customs brokers, and delivery service providers.
This model may be suitable for investors who wish to provide international freight forwarding, booking, document preparation, shipment tracking, and customer support without directly operating vehicles or warehouses.
Freight forwarding combined with warehousing
Some investors wish to provide warehousing, consolidation, packaging, sorting, inventory management, and distribution support.
If the company operates its own warehouse, the investor should review premises legality, fire prevention and fighting, environmental compliance, lease terms, warehouse management systems, and whether the warehouse is a normal warehouse, bonded warehouse, cold storage, or specialized storage facility.
Freight forwarding combined with road transportation
This model allows the company to provide door-to-door delivery using its own transportation fleet. However, it is more regulated. Foreign ownership and driver conditions must be reviewed carefully for road cargo transport services.
Freight forwarding combined with customs brokerage
If the company wants to act as a customs broker or provide customs clearance services directly, customs-related conditions must be reviewed. In practice, many freight forwarders cooperate with licensed customs agents instead of directly applying for customs brokerage capacity at the beginning.
International multimodal transport
If the company issues multimodal transport documents and assumes liability as a multimodal transport operator, additional licensing may apply. Under the legal framework on international multimodal transport, enterprises may need an International Multimodal Transport Operation License and must satisfy conditions such as minimum assets equivalent to 80,000 SDR or an equivalent guarantee, and professional liability insurance or an equivalent guarantee.
V. PROCEDURE FOR SETTING UP A FOREIGN-INVESTED FREIGHT FORWARDING COMPANY
The procedure depends on the business model and the services to be registered. In general, the process may include the following stages.
Step 1: Review the service scope and foreign ownership conditions
Before preparing documents, the investor should identify the company’s exact services. The legal review should answer several questions:
Will the company only arrange freight forwarding services?
Will it directly provide road transportation?
Will it operate warehouses?
Will it provide customs brokerage services?
Will it provide multimodal transport services?
Will it use online platforms, apps, or e-commerce tools to provide logistics services?
Will it serve only B2B clients, or also individual customers and e-commerce sellers?
This review is essential because Decree No. 163/2017/ND-CP imposes different conditions depending on the type of logistics service.
Step 2: Determine the investment structure
Depending on the service scope, the investor may establish a 100% foreign-owned company, form a joint venture with a Vietnamese partner, enter into a business cooperation contract, or acquire shares in an existing logistics company.
Under the Law on Investment 2025, foreign investors may contribute capital to, or purchase shares or capital contributions in, economic organizations, subject to market access conditions and national defense and security requirements.
For restricted logistics activities, the investment structure must be designed carefully from the beginning. If the wrong structure is chosen, the company may need restructuring before it can operate legally.
Step 3: Establish the company and complete investment procedures
Under the current investment framework, the establishment and investment procedure should be reviewed under the Law on Investment 2025 and Decree No. 96/2026/ND-CP. Decree No. 96/2026/ND-CP provides detailed guidance on investment procedures, market access conditions, investment incentives, reporting regimes, and state management of investment activities.
The dossier should clearly describe the business objectives, investment capital, registered address, service scope, expected clients, operating method, and whether the company will provide regulated logistics services.
Step 4: Register appropriate business lines
The company’s business lines should match the actual operation. For a freight forwarding company, the business lines may relate to freight transport agency services, logistics services, warehousing support, transport support services, cargo forwarding, or other auxiliary services.
The wording should not be too narrow, because logistics companies often need flexibility. However, it should not be too broad if the services are subject to foreign ownership caps or sub-licenses.
Step 5: Complete post-establishment and operational compliance
After incorporation, the company should complete standard post-establishment procedures such as bank account opening, capital contribution, digital signature registration, e-invoice registration, accounting setup, tax compliance, labor registration, and internal corporate records.
Depending on the service scope, the company may also need to review:
Warehouse lease and fire safety conditions;
Road transport licensing if operating trucks;
Customs brokerage conditions if acting as a customs agent;
International multimodal transport licensing;
Insurance and liability coverage;
Transport contracts and standard service terms;
Data protection if using digital platforms;
E-commerce compliance if services are provided through online systems.
Prospective clients seeking assistance with procedures for setting up a freight forwarding in Viet Nam are kindly invited to contact Dai Quang Minh Law Firm via Hotline: 0932 191 299; Zalo: 0932 191 299; Email: info@quangminhlawfirm.com; Viber: (+84) 337 926 405; WhatsApp: (+84) 337 926 405; WeChat: (+84) 337 926 405 (ID: pouniverse) for complimentary consultation and comprehensive, efficient, and accurate legal services.
In addition, Dai Quang Minh Law Firm provides a wide range of services, including sub-licenses, business registration, investment, foreign labor, and ongoing legal advisory services for both domestic and foreign enterprises.
Contact:
- Zalo: 0932.191.299
- Gmail: info@quangminhlawfirm.com
- Viber: (+84) 337926405/ (+84) 869672216
- WhatsApp: (+84) 337926405/ (+84) 869672216
- Wechat: (+84) 337926405 (ID: _pouniverse)/ (+84) 869672216 (ID: DQM_Verna)
- Telegram: (+84) 337926405/ (+84) 869672216
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