Pursuant to the “Limited Market Access List” (Appendix I-B) of Decree 31/2021/ND-CP (“Decree 31”) supporting the implementation of the new Law on Investment (LOI 2020), foreign investors may establish or contribute capital/purchase shares/stakes in maritime transportation companies operating fleets with Vietnamese flag, but the foreign shareholding in such company cannot exceed 49% [a higher foreign shareholding threshold (70%) is allowed to investors from Asean Member States and from the Euopean Union as per treaty commitment - preferential treatment not considered in the OECD FDIRRI]. The captain or first mate of a Vietnamese vessel must be a Vietnamese citizen. Foreign shipping companies may establish 100% foreign-invested enterprises to provide international shipping services.
"Article 3. Definitions
For the purposes of this Law, the terms below are construed as follows: [...]
10. “market access conditions applied to foreign investors” mean those which must be satisfied by foreign investors to make investment in the List of business lines with prohibited and restricted market access (hereinafter referred to as “the Negative List for Market Access”) specified in Clause 2 Article 9 of this Law.  [...]
19. “foreign investor” means an individual holding a foreign nationality or an organization established under foreign laws and carrying our business investment activities in Vietnam.
20. “domestic investor” means an individual holding Vietnamese nationality or a business organization whose members or shareholders are not foreign investors. 
[...]
Article 4. Application of the Law on Investment and relevant laws
1. Business investment activities in the territory of Vietnam [must] comply with the Law on investment [this Law] and other relevant laws.
2. If there is any discrepancy between the provisions of this Law and those of another law issued before the effective date of this Law in relation to the industries and trades in which business investment is prohibited, or industries and trades in which business investment is conditional, then the provisions of the Law on investment [this Law] shall prevail.
[...]
Article 9. Business lines with prohibited and restricted market access and market access conditions applied to foreign investors
1. Market access conditions applied to foreign investors are the same as those applied to domestic investors, except for the case specified in Clause 2 of this Article.
2. Pursuant to Laws and Resolutions of the National Assembly, Ordinances and Resolutions of the Standing Committee of the National Assembly, Decrees of the Government and international treaties to which the Socialist Republic of Vietnam is a signatory, the Government shall promulgate a Negative List for Market Access, including:
a/ Prohibited business lines; b/ Restricted business lines.
3. Market access conditions applied to foreign investors specified in the Negative List for Market Access include:
a/ Holding of charter capital by the foreign investor in a business organization; b/ Investment method; c/ Scope of investment; d/ Capacity of the investor; partners participating in the investment activities; dd) Other conditions specified in the Laws and Resolutions of the National Assembly, Ordinances and Resolutions of the Standing Committee of the National Assembly, Decrees of the Government and international treaties to which the Socialist Republic of Vietnam is a signatory.
[...]
Article 23. Implementation of investment activities by foreign-invested economic organizations
1. When making investment in establishment of other economic organizations; contribution of capital to, or purchase of shares or capital contributions at, other economic organizations; or investment in the form of BCC, economic organizations must meet the conditions and shall carry out investment procedures according to regulations applicable to foreign investors if falling into one of the following cases:
a/ Having over 50% of their charter capital held by a foreign investor/foreign investors, or having a majority of their general partners being foreign individuals, for partnerships;
b/ Having over 50% of their charter capital held by an economic organization/economic organizations specified at Point a of this Clause;
c/ Having over 50% of their charter capital held by a foreign investor/foreign investors and an economic organization/economic organizations specified at Point a of this Clause. [...]" (Law on Investment No. 61/2020/QH14 of 17 June 2020 [google translation])
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"Section 2. SECTORS, LINES AND MARKET ACCESS CONDITIONS FOR FOREIGN INVESTORS
Article 15. Sectors and trades restricted from market access for foreign investors
1. Sectors and trades with restrictions on market access for foreign investors and restrictions on market access for such industries and trades are prescribed in laws and resolutions of the National Assembly, ordinances and resolutions. of the National Assembly Standing Committee, Government decrees and international treaties on investment. The list of industries and trades with restrictions on market access for foreign investors is published in Appendix I of this Decree.
2. Market access conditions for foreign investors shall be applied in the forms specified in Clause 3, Article 9 of the Law on Investment and posted and updated according to the provisions of Article 18 of this Decree.
[...]
Article 16. Subjects of application of the List of industries and trades restricted from market access
1. The list of industries and trades with restricted market access applies to:
a) Foreign investors as prescribed in Clause 19, Article 3 of the Law on Investment ;
b) The economic organization specified at Points a, b and c, Clause 1, Article 23 of the Law on Investment when investing in the establishment of other economic organizations; make capital contribution, purchase shares, purchase capital contribution portion of other economic organizations; investment in the form of BCC contract.
(In this Section, the subjects specified at Points a and b of this Clause, hereinafter collectively referred to as foreign investors, unless otherwise provided for by this Decree).
[...]
Article 17. Principles of applying restrictions on market access for foreign investors
1. Except for the industries and trades on the List of industries and trades with restricted market access for foreign investors specified in Appendix I of this Decree, foreign investors are entitled to market access as prescribed for domestic investors.
2. Foreign investors are not allowed to invest in industries and trades that have not yet been able to access the market as prescribed in Section A, Appendix I of this Decree.
3. For industries and trades with conditional market access for foreign investors as prescribed in Section B, Appendix I of this Decree, foreign investors must satisfy the conditions for market access according to the provisions of Article 18 of this Decree.
4. Market access conditions for industries and trades that Vietnam has not yet committed to market access to for foreign investors are applied as follows:
a) Where laws and resolutions of the National Assembly, ordinances and resolutions of the National Assembly Standing Committee, decrees of the Government (hereinafter referred to as Vietnamese law) do not contain provisions restricting access to the market for that industry or trade, foreign investors may access the market as prescribed for domestic investors;
b) Where Vietnamese law already contains provisions on restricting foreign investors' market access for such industries or trades, the provisions of Vietnamese law shall apply. [...]
7. Foreign investors belonging to countries or territories that are not members of the WTO and conducting investment activities in Vietnam are entitled to the same market access conditions as those applicable to national investors. a territory that is a member of the WTO, unless otherwise provided for by Vietnamese law or an international treaty between Vietnam and that country or territory.
[...]
B. BUSINESS LINES WITH RESTRICTED MARKET ACCESS [...]
13. passenger by rail, air, road, river, sea, pipeline [...]
43. Coastal shipping [...]"(Government Decree on the Elaboration of Some Articles of the Law on Investment No. 31/2021/ND-CP of 26 March 2021 [google translation] (Decree 31), which provides guidance on the implementation of the new Law on Investment [google translation])
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"INDUSTRY, SECTOR | CONDITIONS LIMITED MARKET ACCESS | LEGAL BASIS [not reproduced here] [...]
13. passengers by rail, air, road, river, sea, pipeline [...]
13.5. Transportation services by sea ((a) Passenger transport, excluding domestic transport (CPC 7211); (b) Carriage of goods, excluding domestic transport (CPC 7212)) |
Provisions in the Agreements:
a) Establishment of companies operating fleets of ships flying the Vietnamese flag:
It is allowed to establish a joint venture in which the foreign capital contribution does not exceed 49% of the legal capital of the joint venture. Foreign seafarers are allowed to work on ships flying the Vietnamese flag (or registered in Vietnam) owned by joint-venture enterprises in Vietnam, but the total number does not exceed one third of the vessel's manning. The captain or first mate must be a Vietnamese citizen.
Particularly for EVFTA: Foreign service suppliers are allowed to establish joint ventures in which the foreign capital contribution does not exceed 70% of the legal capital of the joint venture.
Particularly AFAS: Transport of goods, except for domestic transportation (CPC 7212): It is allowed to establish a joint venture in which the capital contribution of the foreign side does not exceed 70% of the legal capital of the joint venture.
b) Other forms of commercial presence to provide international shipping services[1]: Foreign shipping companies may establish 100% foreign-invested enterprises:
c) Foreign-invested enterprises may only conduct activities as described below:
- Selling and marketing shipping services through direct transactions with customers, from listing prices to preparing documents;
- Representing the goods owner;
- Provide business information upon request;
- Prepare transport documents or documents including customs and other documents relating to the origin and character of the goods to be transported;
- Providing sea transportation services including internal transportation services by ships flying the Vietnamese flag to provide transportation services [throughout].
- On behalf of the company to organize for ships to enter the port or receive goods when required.
- Negotiate and sign contracts for road, rail, and inland waterway transport related to goods transported by the company
International sea freight service providers are entitled to use the following services at ports on reasonable and non-discriminatory terms:
1. Pilots; 2. Towing; 3. Supply of food, fuel and water; 4. Collection of waste water and ballast water; 5. Services of the port authority; 6. Signal buoys; 7. Onshore services necessary for the operation of the ship, including communications, electricity and water supply; 8. Emergency repair equipment; 9. Anchor, berthing and mooring services; 10. Access to marine agency services.[2] 
[...]
43. Coastal shipping
1. EVFTA: Appendix 8-C: Vietnam may adopt or maintain any measure related to the operation of an enterprise as defined in points 1(e) and 1(m) of Article 8.2 ( definitions) that are inconsistent with paragraph 2 of Article 8.5 (National Treatment), provided that the measure is not inconsistent with the commitments set out in Annex 8-B (Vietnam's Schedule of Specific Commitments to maritime transport industry.
2. CPTPP: Appendix NCM II-VN-27: Coastal shipping services: Vietnam reserves the right to adopt and maintain any measure related to the above sub-sectors.[...]" (Government of Viet Nam, List B: List of occupations with conditional market access for foreign investors: Conditions (updated 2020), webpage [google translation])
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"Article 3. Classification of logistics services
Logistics services provided include:
1. Container handling services, except services provided at airports. 2. Container warehousing service belongs to sea transport support services. 3. Warehousing service is a service that supports all modes of transport. 4. Delivery service. 5. Cargo agency service. 6 . Customs clearance agency services (including customs clearance services). 7. Other services, including the following activities:  Bill of lading checking, freight brokerage services, goods inspection,  sampling and weight determination services; receiving and accepting services; Transport document preparation service. 8. Wholesale and retail support services, including inventory management, collection, collection, classification and delivery of goods. 9. Cargo transportation service belongs to sea transportation service. 10. Cargo transport service belongs to inland waterway transport service. 11. Cargo transport service under railway transport service. 12. Cargo transportation service belongs to road transport service. 13. Air freight services. 14. Multimodal transport services. 15. Technical analysis and verification services. 16. Other transportation support services. 17. Other services agreed upon by the logistics service trader and the customer in accordance with the basic principles of the Commercial Law. 
Chapter II. CONDITIONS FOR BUSINESS OF LOGISTICS SERVICES AND LIMITATION OF LIABILITY FOR TRADERS BUSING LOGISTICS SERVICES
Article 4. Conditions for providing logistics services [...]
3. Conditions for foreign investors providing logistics services:
In addition to meeting the conditions specified in Clauses 1 and 2 of this Article, foreign investors belonging to countries or territories that are members of the World Trade Organization may provide logistics services under the following conditions: 
a) In case of providing freight transport services under sea transport services (except for inland transportation):
- To establish companies operating fleets of ships flying the Vietnamese flag or contribute capital, purchase shares or capital contributions in enterprises, in which the capital contribution ratio of foreign investors does not exceed 49%. The total number of foreign crew members working on ships flying the Vietnamese flag (or registered in Vietnam) owned by these companies in Vietnam does not exceed one third of the ship's manning. The captain or first mate must be a Vietnamese citizen.
- A foreign shipping company may establish an enterprise or contribute capital, purchase shares or contributed capital in an enterprise.
b) In the case of container handling services in support of sea transport services (a number of areas may be reserved to provide services or apply licensing procedures in these areas), establish an enterprise or contribute capital, purchase shares or contributed capital in an enterprise, in which the capital contribution ratio of foreign investors does not exceed 50%. Foreign investors are allowed to establish a commercial presence in Vietnam in the form of a business cooperation contract.
c) In case the business of container handling services belongs to services supporting all modes of transport, except for services provided at airports, it is allowed to establish an enterprise or contribute capital, purchase shares or capital contributions in enterprises, in which the capital contribution ratio of foreign investors does not exceed 50%. 
d) In case of providing customs clearance services in the maritime transport support service, may establish an enterprise or contribute capital, purchase shares or contributed capital in an enterprise, including capital contributed by domestic investors. Foreign investors are allowed to establish a commercial presence in Vietnam in the form of a business cooperation contract.
dd) In case of providing other services, including the following activities:  Bill of lading inspection, freight brokerage services, goods inspection, sampling and weight determination services; receiving and accepting services; services of preparing transport documents, establishing an enterprise or contributing capital, buying shares or contributed capital in an enterprise, including capital contributed by domestic investors.[...]" (Government Decree No. 163/2017/NĐ-CP of 30/12/2017 on provision of logistics services [google translation])
Law on Investment No. 61/2020/QH14 of 17 June 2020 [google translation]
Government Decree on the Elaboration of Some Articles of the Law on Investment No. 31/2021/ND-CP of 26 March 2021 [google translation]
Government of Viet Nam, List B: List of occupations with conditional market access for foreign investors: Conditions (updated 2020), webpage [google translation]
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