Executive Summary
Vietnam’s logistics industry has become one of the fastest-growing sectors in Southeast Asia, driven by expanding manufacturing, international trade and supply chain diversification. For foreign logistics companies, partnering with an established Vietnamese operator is often an effective strategy for entering the market while leveraging local expertise and customer networks.
In a recent cross-border engagement, ECOVIS Australia and ECOVIS Vietnam advised an Australian logistics group on establishing a joint venture with a Vietnamese logistics company. The engagement involved legal structuring, foreign investment approvals, commercial negotiations and post-establishment corporate governance.
Client identity and commercially sensitive information have been anonymised in accordance with professional confidentiality obligations.
By Attorney Vu Manh Quynh
Managing Partner, ECOVIS Vietnam Law
Last reviewed: 11 July 2026
Project Snapshot
| Industry | Logistics & Freight Forwarding |
| Investor Origin | Australia |
| Investment Destination | Vietnam |
| Entry Strategy | Joint Venture |
| ECOVIS Offices | Australia + Vietnam |
| Matter Type | Market Entry & Corporate Governance |
| Sourcing | Grounded–Anonymized |
Why Australian Logistics Companies Are Expanding into Vietnam
Vietnam has become a strategic logistics hub within Asia-Pacific, supported by:
- continued growth in foreign direct investment;
- expansion of export-oriented manufacturing;
- modern seaport and airport infrastructure;
- increasing demand for integrated logistics services;
- deeper regional trade integration.
Many Australian logistics companies already support customers manufacturing in Vietnam. Establishing a local presence enables closer customer relationships, better operational control and broader service offerings.
For many investors, a joint venture with an experienced Vietnamese logistics company offers a practical route to market while combining international capabilities with local market knowledge.
The Business Challenge
The Australian investor planned to establish a long-term presence in Vietnam through a joint venture with an existing Vietnamese logistics operator.
The parties intended to combine:
- international freight forwarding expertise;
- local operational capabilities;
- established customer relationships;
- regional business development;
- integrated logistics solutions.
However, before proceeding, several legal and commercial issues required careful planning. These included:
- foreign investment conditions;
- ownership structure;
- governance arrangements;
- reserved matters;
- management appointments;
- capital contributions;
- exit mechanisms;
- compliance with Vietnam’s logistics regulations.
Why Joint Ventures Require More Than Company Incorporation
A successful joint venture is built on governance rather than registration alone. While incorporation establishes the legal entity, the long-term success of the business depends on clear agreements between the shareholders.
Typical issues include:
- decision-making authority;
- board composition;
- appointment of directors;
- reserved matters requiring unanimous approval;
- dividend policy;
- transfer restrictions;
- deadlock resolution;
- dispute resolution mechanisms.
Addressing these issues at the outset significantly reduces future shareholder conflicts.
Cross-Border Collaboration Between Australia and Vietnam
ECOVIS Australia
ECOVIS Australia worked closely with the Australian investor by:
- understanding commercial objectives;
- coordinating communication with management;
- reviewing commercial assumptions;
- facilitating cross-border project management;
- supporting transaction planning.
The Australian team ensured that the investment structure aligned with the investor’s regional expansion strategy.
ECOVIS Vietnam Law
ECOVIS Vietnam Law advised on all Vietnamese legal aspects, including:
- foreign investment regulations;
- investment licensing;
- joint venture structuring;
- shareholders’ agreement;
- constitutional documents;
- corporate governance;
- regulatory approvals;
- post-establishment compliance.
Throughout the engagement, both ECOVIS firms maintained close coordination to ensure that commercial objectives could be implemented within Vietnam’s legal framework.
Designing a Sustainable Joint Venture
Rather than focusing solely on incorporation, the project prioritised governance mechanisms capable of supporting long-term cooperation. Particular attention was given to:
Governance Framework
Clearly defining decision-making authority between shareholders.
Management Structure
Balancing operational autonomy with shareholder oversight.
Capital Commitments
Establishing transparent funding obligations and future capital raising procedures.
Exit Planning
Providing mechanisms for future share transfers, business expansion or orderly separation if commercial objectives changed.
Common Risks in Cross-Border Joint Ventures
Foreign investors frequently underestimate the governance challenges associated with joint ventures. Common issues include:
Misaligned Expectations
Commercial objectives should be discussed before legal drafting begins.
Inadequate Shareholders’ Agreements
Generic templates rarely address the practical realities of operating a logistics business in Vietnam.
Unclear Reserved Matters
Failure to define matters requiring shareholder approval can delay operational decisions or create unnecessary disputes.
Governance Drift
As the business grows, undocumented practices may gradually replace agreed governance procedures. Maintaining proper corporate governance protects both shareholders and management.
Practical Lessons for Foreign Investors
1. Select the Right Partner
Successful joint ventures depend on strategic alignment as much as financial capability.
2. Invest Time in Governance
Well-designed governance arrangements often prevent disputes years later.
3. Consider Regulatory Requirements Early
Vietnam’s logistics sector includes investment conditions that should be incorporated into transaction planning from the outset.
4. Balance Flexibility with Control
Governance documents should support business growth without creating unnecessary administrative burdens.
5. Plan Beyond Day One
A joint venture should include mechanisms for future expansion, investment and succession—not simply company establishment.
How ECOVIS Vietnam Law Supports Logistics Investors
ECOVIS Vietnam Law regularly advises international logistics companies on:
- market entry strategy;
- foreign direct investment;
- logistics licensing;
- joint venture formation;
- shareholders’ agreements;
- mergers and acquisitions;
- commercial contracts;
- corporate governance;
- post-investment compliance.
Working closely with ECOVIS member firms worldwide, we assist international logistics businesses throughout every stage of their investment journey in Vietnam.
About ECOVIS Vietnam Law
ECOVIS Vietnam Law provides integrated legal advisory to multinational corporations, logistics operators and international investors establishing or expanding operations in Vietnam. As part of ECOVIS International, we regularly collaborate with member firms across Australia, Europe and Asia on cross-border investment, corporate governance and commercial transactions.
Frequently Asked Questions
Can foreign investors establish a logistics company in Vietnam?
Yes. Depending on the logistics services involved, foreign investment may be permitted subject to Vietnam’s international commitments and sector-specific regulations.
Why choose a joint venture instead of a wholly foreign-owned company?
A joint venture may provide access to local operational expertise, established customer relationships and market knowledge while sharing commercial risks.
Is a Shareholders’ Agreement mandatory?
Vietnamese law does not require one, but it is strongly recommended to regulate governance, shareholder rights and dispute resolution.
What legal issues should be reviewed before establishing a joint venture?
Typical considerations include foreign investment conditions, governance structure, management authority, capital contributions, intellectual property, competition issues and exit mechanisms.
How can ECOVIS Vietnam Law assist?
ECOVIS Vietnam Law advises international investors throughout the entire investment lifecycle—from structuring and licensing to governance, commercial contracts and ongoing corporate compliance.
Related Services
- Vietnam Market Entry Advisory
- Logistics & Supply Chain Legal Advisory
- Joint Venture Structuring
- Foreign Investment Licensing
- Shareholders’ Agreements
- Corporate Governance Advisory
- Mergers & Acquisitions
- Commercial Contract Review
Related Articles
- How ECOVIS Germany and ECOVIS Vietnam Supported a German Manufacturer Expanding into Vietnam
- Cross-Border Manufacturing Acquisition: ECOVIS China and ECOVIS Vietnam
- From Representative Office to Full Operations: Supporting a German Engineering Services Company in Vietnam
- Vietnam Logistics Investment Guide for Foreign Investors
- Joint Ventures in Vietnam: Legal Considerations for International Businesses
Disclaimer
This article is based on practical cross-border advisory experience. Client names, locations and commercially sensitive information have been anonymised to preserve confidentiality. The content is provided for general informational purposes only and does not constitute legal, tax or investment advice.