How to Set Up a Freight Transport Company in Vietnam as a Foreigner: 2026 Guide

Vietnam: Asia’s Emerging Logistics Hub

Vietnam is rapidly becoming a key logistics player in Asia, driven by a fast-growing economy and heavy demand for freight transport via sea, road, rail, and air. For foreign investors, establishing a freight transport company in Vietnam offers massive potential, but it remains a “conditional” sector with specific ownership restrictions and licensing requirements.

I. Ownership Limits by Transport Mode

Under Vietnam’s international commitments (WTO) and local laws, the maximum foreign ownership ratio depends on the type of transport service:

• Road Freight Transport: Foreign investors can own up to 51% of the equity. The remaining 49% must be held by a Vietnamese partner.
• Maritime Transport Services: Foreign ownership is capped at 49%.
• Rail and Inland Waterway Freight: The limit is also 49%.

In all cases, a joint venture with a Vietnamese partner is mandatory to meet these market access conditions.

II. Legal Entity Setup: IRC and ERC

The first step for any foreign investor is to establish a legal foundation in Vietnam. This involves a two-stage registration process:

1. Investment Registration Certificate (IRC): This document approves your specific investment project and ownership structure.
2. Enterprise Registration Certificate (ERC): This formally incorporates your company and registers your business lines under the official VSIC codes for freight transport.

For a detailed overview of the incorporation process, please refer to our Company Registration in Vietnam guide.

III. Capital Requirements and Facilities

While there is no fixed universal minimum capital for general freight transport, your declared capital must be consistent with your operational scale.

• Capital Scale: In practice, small to medium firms often declare between $200,000 and $500,000 USD. Larger projects involving fleets or aircraft may require millions in charter capital.
• Office and Depots: You must have a registered head office with a valid lease contract. Depending on your services, you may also need to register physical facilities such as depots, garages, or ports that comply with strict safety and environmental regulations.
• Note: Virtual offices are only acceptable for initial registration and cannot be used for obtaining operational sub-licenses.

IV. Mandatory Sub-Licenses and Compliance

Beyond the basic company setup, you must obtain specialized sub-licenses to operate:

• Road Transport: You must apply for a Transport Business License issued by the Department of Transport.
• Maritime & Waterway: Vessels must be registered, and safety certifications must be obtained from the Vietnam Maritime Administration or relevant agencies.
• Air Freight: Operators must meet rigorous requirements from the Civil Aviation Authority of Vietnam (CAAV).

Ongoing compliance with customs, labor laws, and tax regulations is also essential to maintain your operational status.

V. Expert Support from LTS LAW

Navigating ownership caps and sub-licensing in Vietnam’s logistics sector requires precise legal expertise. At LTS LAW FIRM, we guide foreign investors through every step:

• Joint Venture Structuring: Finding the right balance to meet ownership limits.
• Licensing: Securing the IRC, ERC, and necessary Transport Business Licenses.
• Compliance: Ensuring your facilities and operations meet safety and environmental standards.
• Customs & Tax Advice: Helping you navigate the operational complexities of the logistics market.

Ready to enter Vietnam’s dynamic logistics market? Contact LTS LAW today for a free consultation.

Contact LTS LAW FIRM

LTS LAW FIRM

Tell: (+84) 902 798 066 / +84 965 000 524

Email: contact@lts.com.vn

Address: Floor 6, 520 Cach Mang Thang Tam, Nhieu Loc Ward, Ho Chi Minh City, Vietnam

Website: https://lts.com.vn/