[2025] Preliminary Guide to Setting Up a Foreign-Invested Express Delivery Company in Vietnam

I. Legal Basis:

- Specific Commitments on Trade in Services WTO (GATS);

- Law on Investment No. 61/2020/QH14 dated June 17, 2020;

- Law on Enterprises No. 59/2020/QH14 dated June 17, 2020;

- Postal Law of 2010;

- Decree No. 47/2011/ND-CP detailing the Postal Law.

II. Scope of Foreign-Invested Courier Service Business Activities in Vietnam:

According to Clause 3, Article 3 of the Postal Law 2010, postal service is defined as the acceptance, transport, and delivery of postal items using various methods from the sender's location to the recipient's location via the postal network, excluding electronic methods.

• 531 - 5310 - 53100: Postal Activities
  • This group includes: Postal activities carried out under universal service obligations. Postal activities involve using the postal infrastructure to handle the pick-up, sorting, routing and delivery (domestic or international) of letters, post-cards, printed matter (newspapers, periodicals, advertising), and light and heavy parcels and packages. Transportation can be by one or more modes of transport, privately or publicly owned.
  • This group also includes: Other directly supporting activities such as:
    • Pick-up, sorting, transport, and delivery (domestic or international) of letters, parcels and packages by postal services operating under universal service obligations.
    • Pick-up of mail and parcels from public mailboxes or post offices.
    • Delivery and distribution of letters, parcels and packages.
  • Excludes: Postal money order, postal savings and postal giro transfers, see 64190 (Other monetary intermediation).
• 532 - 5320 - 53200: Courier Activities
  • This group includes:
    • Pick-up, sorting, transport and delivery (domestic or international) of letters, parcels and packages by enterprises other than under universal service obligations. Transportation can be by one or more modes of transport, privately or publicly owned.
    • Delivery and distribution of letters, parcels and packages.
  • This group also includes: Home delivery services.
  • Excludes: Freight transport activities, see 4912 (Rail freight transport), 4933 (Road freight transport), 5012 (Sea and coastal freight water transport), 5022 (Inland freight water transport), 5120 (Air freight transport).

III. Market Access Limitations for Postal and Courier Services CPC 7512

Regarding the establishment of a commercial presence, there are no restrictions, except:

• The capital contribution ratio of the foreign party in a joint venture may be limited to 51% within 5 years after accession.

• Five years after accession, the establishment of 100% foreign-owned enterprises is permitted.

Vietnam joined the WTO in 2007, therefore, the requirement to restrict the capital contribution ratio of foreign investors in joint ventures has been removed. Foreign investors are allowed to establish 100% foreign-owned enterprises.

See more information related to the principles of GATS here.

IV. Conditions for Investing in Postal Service Business in Vietnam

According to Clause 2, Article 21 of the Postal Law regarding the conditions for issuing a postal business license, the following are required:

a) A business registration certificate for postal activities or an investment certificate in the postal sector;

b) A feasible business plan compliant with regulations on postal service prices and quality;

c) Measures to ensure information security and safety for people, postal items, and the postal network.

V. Foreign Investment Procedures in Vietnam:

In accordance with Articles 21-28 of the Law on Investment 2020, foreign investors can adopt the following investment vehicles:

1) Establishing Economic Organizations:

a) Foreign investors establishing economic organizations must meet the market access conditions for foreign investors specified in Article 9 of this Law;

b) Before establishing an economic organization, foreign investors must have an investment project and carry out the procedures for issuing and adjusting the Investment Registration Certificate, except for the establishment of innovative startup small and medium-sized enterprises and innovative startup investment funds in accordance with the law on supporting small and medium-sized enterprises

From the date of issuance of the Enterprise Registration Certificate or other legally equivalent documents, the economic organization established by the foreign investor is the investor implementing the investment project as specified in the Investment Registration Certificate.

2) Capital Contributions and Acquisitions:

The foreign investor's capital contribution, share purchase, and capital contribution portion purchase in economic organizations must comply with the following regulations and conditions:

a) Market access conditions for foreign investors specified in Article 9 of the Investment Law.

b) Ensuring national defense and security as prescribed by this Law;

c) Land law provisions on conditions for receiving land use rights and conditions for land use on islands, border communes, wards, and towns, and coastal communes, wards, and towns.

3) Investment Project Execution:

Direct project implementation.

4) Business Cooperation Contracts (BCCs):

BCC contracts signed between domestic investors are implemented in accordance with civil law.

BCC contracts signed between domestic investors and foreign investors or between foreign investors are subject to the procedures for issuing Investment Registration Certificates as specified in Article 38 of the Investment Law.

Parties participating in the BCC contract establish a coordination board to implement the BCC contract. The functions, tasks, and powers of the coordination board are agreed upon by the parties.

5) New forms of investment and types of economic organizations as prescribed by the Government.

Foreign investors make investments according to new types of economic organizations as prescribed by the government.

VI. Conclusion:

Vietnam is emerging as a promising market for foreign investors seeking to engage in the express delivery service sector by 2025. While this article offers only a preliminary overview of the necessary procedures, DB Legal hopes to have provided valuable initial information.

For more in-depth and detailed advice on legal processes, as well as issues related to investing in and operating express delivery services in Vietnam, please do not hesitate to contact our team of experienced lawyers. We are always ready to accompany and assist you in building and developing your business in this dynamic market.

The information contained in this article is general and intended only to provide information on legal regulations. DB Legal will not be responsible for any use or application of this information for any business purpose. For in-depth advice on specific cases, please contact us.

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