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FORMS OF INVESTMENT IN LOGISTICS WITH FOREIGN CAPITAL
Logistics is a business field that has recently received great attention from foreign investors. Vietnam has great potential to develop this industry, due to the advantages of crowded industrial zones as well as the need to transport goods to consumers. According to Vietnamese law, this is a conditional market access industry, therefore, when investing in this industry, investors must meet certain conditions as well as have investment forms. Fit.
Marketing access conditions for the logistics industry
- Subject conditions: For individuals: have full civil act capacity; For legal entities: Have a consular legalized business registration certificate
- Conditions on capital contribution ratio: The law does not stipulate a minimum capital level for this industry. However, depending on the industry code that investors choose, they will have to conduct joint ventures with domestic investors at a certain ratio or establish enterprises with 1-100% foreign capital; or invest in the form of capital contribution, share purchase, or repurchase of capital contribution in the Enterprise. To prove the source of investment capital, investors who want to invest in the Logistics industry need documents confirming their financial capacity to invest.
- Industry conditions: Some Logistics industries that foreign investors can perform: Warehousing services (CPC 742) – can establish 100% capital enterprises; Freight transport agency services (CPC 748) – established as a 100% foreign-owned enterprise ; Delivery service (CPC 7512) – established as a 100% foreign-owned enterprise; Road freight transport services (CPC 7123) – can establish joint ventures or contribute capital to buy shares with the capital contribution ratio of foreign investors being 51%;…
Besides, there are a number of Logistics activities that foreign-invested enterprises are not allowed to perform, including: Pipeline transportation; Inspection and certification activities for means of transport.
- Forms of investment in Logistics by foreign investors
- 100% foreign-owned logistics enterprise establishment
Applicable to Logistics industries that are allowed to establish 100% foreign-owned enterprises
Step 1: Carry out procedures for issuance of Investment Registration Certificate :
Investors establish Logistics businesses at the Department of Foreign Economic Relations – Department of Planning and Investment of provinces/cities or Management Boards of industrial zones. Documents include: (Clause 1, Article 33 of the Investment Law 2020)
- Written request to implement an investment project on Logistics (according to form);
- Documents on the legal status of the investor establishing a Logistics enterprise (Passport for individual investors; Decision on establishment/business registration for institutional investors);
- Documents proving the financial capacity of the investor establishing a Logistics enterprise (One of the following documents: financial statements of the last 02 years; commitment to financial support of the parent company; commitment to financial support financial institution; guarantee of the investor’s financial capacity; other documents proving financial capacity);
- Proposal for an investment project in Logistics (State the following main contents: investor/form of investor selection, objectives, scale, investment capital and capital mobilization plan, location, deadline , implementation progress,… impact, socio-economic efficiency of the project, preliminary assessment of environmental impact,…)
- Copy of land use rights documents or other documents determining the right to use the location to carry out the investment project (in case the project does not request the State to allocate land, lease land, or allow change of purpose). using land)
- Explanation content about technology (in investment projects for projects subject to appraisal and consultation on technology according to the law on technology transfer)
- BCC contract (for investment projects in the form of BCC contract)
- Other documents related to investment projects (if any)
Within 15 working days from the date of receiving complete documents, the Department of Planning and Investment or the Management Board of Industrial Parks shall review and issue an Investment Registration Certificate to the investor. In case of refusal, it must be made in writing and clearly state the reason for refusal.
Step 2: Apply for a Business Registration Certificate
After being granted the Investment Registration Certificate, investors need to perform step 2 to complete the process of establishing a Logistics company.
The investor submits a set of documents to the competent authority (Business Registration Office under the Department of Planning and Investment of provinces/cities). Profile include:
Application for business registration (according to form) with real estate business registration;
Company rules;
List of founding shareholders and shareholders who are foreign investors (if a joint stock company ); List of members (if it is a two-member LLC );
Documents on the legal status of the representative (If an individual: Copy of passport/citizen identification card/identity card; for organizations: establishment decision/ business registration certificate / Equivalent documents and passport/identity card/citizen identification card with authorization document for the capital manager in Vietnam;
Authenticated copy of the issued Investment Registration Certificate;
Within 03 – 07 working days from the date of receiving complete documents, the Business Registration Office – Department of Planning and Investment reviews and issues a Business Registration Certificate to the enterprise. In case of refusal, it must be in writing and clearly state the reason.
- Investing in Logistics in the form of capital contribution, share purchase, and capital contribution repurchase
Step 1: Carry out procedures for approval of capital contribution, share purchase, and capital contribution redemption (for investors who want to invest in this form or logistics industries that limit the capital contribution ratio for investors). foreign investment)
Step 2: Carry out procedures for adjusting members/shareholders after obtaining approval for capital contribution and share purchase
Implementing authority: Department of Planning and Investment of provinces/cities
Implementation time: about 25-30 working days.
Phone: (+84) 961 366 238
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