Logistics and Trading Legal Advisory in Vietnam

By ECOVIS Vietnam Law | Last reviewed: 13 July 2026

“A logistics operator that bundles forwarding, warehousing and customs brokerage under one license assumption is usually one client audit away from finding out those are three separate approvals — the fix is cheap early and expensive once contracts are already signed.” — Attorney Vu Manh Quynh, Founder & Managing Partner, ECOVIS Vietnam Law

Why This Matters for Foreign Investors / Foreign Companies

Vietnam’s position as a manufacturing and export hub has driven strong growth in logistics, freight forwarding and trading activity, with many operators establishing offices in Ho Chi Minh City’s eastern districts, including Thao Dien, An Phu, Thu Thiem and Thu Duc, to serve the broader supply chain corridor connecting the city to industrial zones and ports. For foreign investors, this sector offers real opportunity, but it is also one where foreign ownership conditions, sub-licensing requirements and customs obligations are more layered than in many other service industries.

Logistics and trading companies frequently combine multiple regulated activities — warehousing, transport, freight forwarding, customs brokerage and import-export trading — each of which may carry distinct licensing or foreign ownership conditions. Structuring a business without carefully mapping which activities require which approvals may lead to operational bottlenecks, contract disputes, or customs delays that directly affect client relationships and revenue. A structured legal review at the setup stage, and periodically as the business scales, may help identify these issues before they affect operations.

Key Legal and Compliance Issues

1. Company setup and foreign ownership. Logistics and trading activities may be subject to differing foreign ownership conditions depending on the specific sub-activity (for example, freight forwarding versus direct import-export trading versus retail distribution); investors should verify current conditions for each activity they intend to conduct.

1. Import-export and trading rights. Companies seeking to directly import and export goods for trading purposes should confirm whether their business registration and any required trading rights adequately cover the intended product categories, as certain goods may be subject to additional conditions or licensing.

1. Freight forwarding and logistics service licensing. Freight forwarding, warehousing and multimodal transport services may each carry specific conditions or sub-licenses; companies offering a bundle of logistics services should confirm each service line is properly covered rather than assuming a single license covers all activities.

1. Customs and tax coordination. Customs classification, valuation and duty treatment should be coordinated closely with tax planning, as errors in customs declarations may lead to penalties, delayed shipments, or disputes with customs authorities that affect client delivery commitments.

1. Warehouse, transport and supplier contracts. Contracts with warehouse operators, transport subcontractors and suppliers should clearly allocate responsibility for loss, damage, delay and force majeure events, since ambiguous liability clauses are a common source of dispute in multi-party logistics chains.

1. Liability and insurance. Logistics operators should review the extent of their liability under cargo handling and transport contracts, and confirm whether insurance coverage is adequate relative to the value and risk profile of goods handled.

1. Dispute resolution mechanisms. Given the cross-border and multi-party nature of many logistics transactions, contracts should specify clear dispute resolution mechanisms (negotiation, arbitration, or court jurisdiction) to avoid protracted uncertainty if a dispute arises.

Practical Risks for Management

• CEO/Founders: Expanding service lines (for example, adding customs brokerage to an existing freight forwarding business) without confirming licensing coverage may create operational and legal exposure.
• CFO: Customs valuation or classification errors may lead to unexpected duty assessments or penalties that affect margins on fixed-price client contracts.
• HR/Country Manager: Reliance on informal subcontractor arrangements for transport or warehousing without written contracts may complicate liability allocation if goods are lost or damaged.
• Board: Absence of a documented risk allocation framework across the supply chain may increase exposure in high-value disputes, particularly where multiple subcontractors are involved in a single shipment.

What Companies Should Review

• Confirm foreign ownership conditions applicable to each logistics or trading activity conducted
• Verify import-export trading rights cover the intended product categories
• Confirm sub-licenses are in place for each logistics service line offered (forwarding, warehousing, transport)
• Review customs classification and valuation practices for consistency and accuracy
• Audit contracts with warehouse operators, transport subcontractors and suppliers for liability allocation
• Confirm insurance coverage is adequate relative to cargo value and risk exposure
• Review dispute resolution clauses across key commercial contracts
• Establish an internal process for tracking regulatory changes affecting customs and trade compliance

How Ecovis Vietnam Law Can Support

Ecovis Vietnam Law supports logistics operators, freight forwarders, trading companies and foreign investors across East Ho Chi Minh City — including Thao Dien, An Phu, Thu Thiem and Thu Duc — with company structuring, licensing reviews, customs coordination and commercial contract drafting. We work closely with clients’ operations and tax teams to help ensure that licensing, customs classification and contractual liability allocation are addressed consistently as the business scales.

FAQ

Can a foreign investor own 100% of a logistics company in Vietnam?
This depends on the specific logistics activity; some services are more open to full foreign ownership than others, and investors should verify current conditions for each intended activity before finalizing their structure.

Does a freight forwarding license also cover customs brokerage services?
Not necessarily — these are often treated as distinct service lines with separate conditions, so companies offering both should confirm each is properly licensed.

What happens if goods are misclassified during customs declaration?
Misclassification may lead to penalties, delayed clearance, or disputes over duty assessment; companies should review classification practices regularly and correct errors proactively where identified.

Who is liable if goods are damaged by a subcontracted transport provider?
Liability allocation depends on the terms of the relevant contract; without clear contractual language, disputes over responsibility between the logistics company and its subcontractor may be more difficult to resolve.

Do trading companies need special rights to import and export goods?
In many cases yes — companies should confirm that their registered business lines and any required trading rights cover the specific product categories they intend to import or export.

Is insurance mandatory for logistics operators in Vietnam?
Requirements may vary depending on the specific service and cargo type; even where not strictly mandatory, adequate insurance coverage is generally advisable given the value and risk exposure involved in cargo handling.

How should logistics contracts address force majeure and delay risk?
Contracts should include clear force majeure and delay provisions specifying notice requirements, remedies and liability limits, rather than relying on general legal defaults that may not reflect the parties’ intentions.