Regulations applicable to foreign investors engaging in warehousing services in Vietnam

1. Legal Basis

- Vietnam’s Schedule of Specific Commitments in Trade in Services under the WTO (GATS);

- Law on Investment No. 143/2025/QH15 dated February 11, 2025;

- Decision No. 36/2025/QD-TTg dated 29 September 2025 promulgating the Vietnam Standard Industrial Classification.

2. Definition of Warehousing Services

Pursuant to Item 74 of the Appendix on the Description of Services Listed in the United Nations Central Product Classification (CPC), as set out in Vietnam’s Handbook on Commitments on Trade in Services under the WTO, warehousing services (CPC 742) are defined as follows: 

742 - Warehousing and Storage Services

7421 - 74210 – Refrigerated Warehousing Services

Refrigerated warehousing services, including services for perishable food products.

7422 - 74220 – Bulk Liquid or Gas Storage Services

Warehousing and storage services for bulk liquids or gases.

7429 - 74290 – Other Warehousing and Storage Services

Warehousing and storage services for other types of goods, including cotton, grains (such as wheat, paddy, rice, cereals, etc.), wool, tobacco, other agricultural products, and household goods.

3. Regulations on Market Access Restrictions

Pursuant to Point (b), Section II.11.H (Services Auxiliary to All Modes of Transport) of Vietnam’s Schedule of Specific Commitments on Services under the WTO, warehousing services (CPC 742) are subject to the following commitment:

“None, except that upon accession joint ventures with foreign capital contribution not exceeding 51% can be established. Seven years after accession, none.”

Accordingly, as of the present time, more than seven years after Vietnam’s accession to the WTO, there are no longer any restrictions under Vietnam’s WTO commitments applicable to foreign investors engaging in warehousing services in Vietnam.

4. Classification of Economic Activity Codes under Vietnamese Law

Pursuant to Appendix I (Vietnam Standard Industrial Classification – VSIC) promulgated together with Decision No. 36/2025/QD-TTg, the relevant economic activity code applicable for business registration is Code 5210 – Warehousing and Storage.

This group includes:

- Warehousing and storage activities for various types of goods in silos, tanks, ordinary warehouses, refrigerated warehouses, etc.;

- Storage of household goods that is not part of transportation services.

This group also includes:

- Storage of goods in bonded warehouses;

- Refrigeration activities related to warehousing and storage;

- Physical document and paper record storage services.

Exclusions:

- Storage of electricity is classified under Group 3513 (Transmission and Distribution of Electricity);

- Storage of gaseous fuels for energy supply through pipeline networks is classified under Group 3520 (Manufacture of Gas; Distribution of Gaseous Fuels through Mains);

- Storage of household goods as part of transportation services is classified under Group 4933 (Freight Transport by Road);

- Car parks and parking facilities for motor vehicles and other motorized vehicles are classified under Group 5225 (Service Activities Incidental to Land Transportation);

- Parking and storage facilities for vessels are classified under Group 5222 (Service Activities Incidental to Water Transportation);

- Parking and storage facilities for aircraft are classified under Group 5223 (Service Activities Incidental to Air Transportation);

- Warehousing activities involving warehouses owned or leased and self-operated by an entity are classified under Group 6810 (Real Estate Activities with Own or Leased Property);

- Leasing of vacant yards or vacant land is classified under Group 6810 (Real Estate Activities with Own or Leased Property).

• 52101: Warehousing and Storage of Goods in Bonded Warehouses

This group includes activities of bonded warehouses, such as warehousing and storage of domestic goods for which ordinary export procedures have been completed but which have not yet been exported, as well as goods brought into bonded warehouses from abroad that have not yet undergone ordinary import procedures with the Vietnamese customs authorities.

• 52102: Warehousing and Storage of Goods in Refrigerated Warehouses (Excluding Bonded Warehouses)

This group includes the storage of goods in warehouses (excluding bonded warehouses) equipped with refrigeration systems for the preservation of goods, typically fresh food products (excluding activities of bonded warehouses).

• 52109: Warehousing and Storage of Goods in Other Types of Warehouses

This group includes the storage of goods in ordinary warehouses and storage facilities (excluding bonded warehouses and refrigerated warehouses) for the storage and preservation of goods involved in ordinary commercial transactions, such as raw materials for production, consumer goods, machinery, equipment, etc.

5. Investment Procedures for Foreign Investors in Vietnam

Pursuant to Article 18 of the Law on Investment 2025, investors may invest in Vietnam through the following forms:

(i) Establishment of an economic organization.

(ii) Capital contribution, acquisition of shares, or acquisition of capital contributions.

(iii) Implementation of an investment project.

(iv) Investment under a Business Cooperation Contract (BCC).

(v) Other investment forms or new types of economic organizations as prescribed by the Government.

5.1. Establishment of an Economic Organization

1. Domestic investors may establish economic organizations in accordance with the Law on Enterprises and other laws governing the relevant types of economic organizations.

2. Foreign investors may establish an economic organization to implement an investment project before carrying out the procedures for the issuance or amendment of an Investment Registration Certificate. In doing so, foreign investors must satisfy the market access conditions applicable to foreign investors as prescribed in Article 8 of the Law on Investment.

5.2. Capital Contribution, Share Acquisition, or Acquisition of Capital Contributions

1. Investors have the right to contribute capital to, purchase shares in, or acquire capital contributions of economic organizations.

2. A foreign investor's capital contribution, share acquisition, or acquisition of capital contributions must satisfy the following conditions:

a) Compliance with the market access conditions applicable to foreign investors under Article 8 of the Law on Investment;

b) Compliance with national defense and security requirements under the Law on Investment and other relevant laws;

c) Compliance with land law provisions regarding the conditions for obtaining land use rights and land use in islands, border communes/wards/special administrative zones, coastal communes/wards, and other areas affecting national defense and security.

3. A foreign investor must complete the registration procedure for capital contribution, share acquisition, or acquisition of capital contributions before any change of members or shareholders if one of the following circumstances applies:

a) The transaction increases the foreign ownership ratio in an economic organization operating in a business sector subject to market access conditions applicable to foreign investors;

b) Capital contributions, share purchases, or equity purchases resulting in foreign investors or economic organizations specified in points a, b, and c of Clause 1, Article 20 of this Law holding more than 50% of the charter capital of an economic organization are permitted in the following cases: increasing the foreign investor's ownership ratio of charter capital from less than or equal to 50% to over 50%; increasing the foreign investor's ownership ratio of charter capital when the foreign investor already owns more than 50% of the charter capital in the economic organization;

c) The foreign investor acquires capital in an economic organization holding a Land Use Rights Certificate for land located on islands, in border communes/wards/special administrative zones, coastal communes/wards, or other areas affecting national defense and security.

5.3. Investment under a Business Cooperation Contract (BCC)

1. A BCC entered into between domestic investors shall be governed by the Civil Code and other relevant laws.

2. A BCC entered into between domestic and foreign investors, or solely among foreign investors, requires the issuance of an Investment Registration Certificate in accordance with Article 26 of the Law on Investment.

3. The parties to a BCC shall establish a coordination board to implement the contract. The functions, duties, and powers of the coordination board shall be agreed upon by the parties.

4. During the implementation of the BCC, the parties may agree to use assets created through the business cooperation to establish an enterprise in accordance with the Law on Enterprises.

Warehousing services in Vietnam offer significant potential for foreign investors, particularly amid the growing demand for logistics and supply chain services. However, this sector is also subject to the interplay of investment, enterprise, and sector-specific logistics regulations. Accordingly, accurately identifying the relevant business line and applicable market access conditions is crucial to ensuring the legality and feasibility of an investment project. Properly preparing for and complying with these legal requirements from the outset will help investors mitigate legal risks, streamline their market entry process, and establish a solid foundation for sustainable business operations in Vietnam.