Vietnam’s seaport sector has emerged as a crucial pillar of the nation’s economic development strategy, offering compelling investment opportunities for both domestic and international stakeholders. As the country continues to position itself as a key player in global maritime trade, understanding the comprehensive framework of investment incentives becomes essential for potential investors.

1. Introduction

Vietnam’s strategic location along major shipping routes has catalyzed significant growth in its seaport infrastructure. The sector has witnessed remarkable expansion, with container throughput increasing annually and major ports handling unprecedented cargo volumes. This growth trajectory has been supported by the government’s commitment to creating an attractive investment environment through various incentive policies.

Current State of Foreign Investment

Foreign direct investment in Vietnamese ports has shown consistent growth, with several international terminal operators and shipping companies establishing strong presences. This trend reflects growing confidence in Vietnam’s maritime sector and its regulatory framework.

2. Legal Framework Overview

2.1 Key Laws and Regulations

The legal foundation for seaport investment in Vietnam is built upon several key pieces of legislation:

• The Law on Investment (2020)
• The Maritime Code of Vietnam
• Decree No. 58/2017/ND-CP detailing certain provisions of the Maritime Code of Vietnam regarding maritime activity management.
• Decree No. 37/2017/ND-CP on business conditions for seaport operations.
• Circular No. 08/2021/TT-BGTVT, issuing national technical standards for seaports.

2.2 Regulatory Bodies

Investment oversight is managed through a coordinated effort of multiple authorities:

The law clearly defines the jurisdiction of state management agencies in the maritime sector, including:

• The Government: Responsible for unified state management of maritime affairs.
• The Ministry of Transport: Oversees the implementation of state management in the maritime sector on behalf of the Government.
• Maritime specialized management agencies: Under the Ministry of Transport, responsible for executing state management in the maritime sector as prescribed by law.
• Other ministries and ministerial-level agencies: Cooperate with the Ministry of Transport within their assigned functions and powers to perform state management of maritime activities.
• Provincial-level People’s Committees: Manage maritime activities within their local jurisdictions based on their assigned powers.

In addition to the Maritime Code, Decree No. 58/2017/ND-CP further specifies the role of specialized state management agencies at seaports (Article 3, Clause 5), including:

• Maritime Administration Authorities
• Port Customs Offices
• Border Gate Guard Forces (hereinafter referred to as Border Guards)
• Quarantine authorities (health, animal, and plant quarantine)

3. Types of Investment Incentives

3.1 Tax Incentives

Investors in seaport infrastructure can benefit from various tax advantages:

• Corporate Income Tax (CIT) reduction to 10% for 15 years:

According to Article 15 of the Law on Investment 2020 and its guiding documents, new investment projects in key infrastructure sectors, including seaports, may qualify for a preferential CIT rate of 10% for a period of 15 years.

• CIT exemption for up to 4 years and a 50% reduction for up to 9 subsequent years:

As stipulated in Article 20 of Circular 78/2014/TT-BTC, as amended by Circular 96/2015/TT-BTC, enterprises generating income from new investment projects in incentivized sectors may benefit from a 4-year CIT exemption and a 50% tax reduction for the next 9 years.

• Import duty exemption for fixed assets:

Under the Law on Export and Import Taxes and relevant guiding documents, imported goods used to create fixed assets for investment projects in incentivized sectors are eligible for import duty exemptions.

3.2 Land Use Privileges

Significant land-related benefits include:

• Extension of land lease terms (up to 50 years):

According to Clauses 1 and 2 of Article 172 of the Land Law 2024, the land allocation or lease term for investment projects requiring land use is determined based on the project’s operational duration or the land lease application, but shall not exceed 50 years.

• Exemption or reduction of land rental fees:

As per Clause 3, Article 157 of the Land Law 2024, land users eligible for land use fee or land rental exemptions are not required to submit exemption applications.
For cases where land users had submitted applications under previous laws before August 1, 2024, but had not yet received an official land lease decision, the tax authorities must return these applications to the land management agency to process the necessary land procedures instead of handling tax exemption requests. This regulation aligns with Clause 5, Article 51 of Decree 103/2024/ND-CP.

• Support for site clearance and compensation:

According to Articles 79, 87, and 88 of the Land Law 2024 and Decree 88/2024, the State may provide support for site clearance and compensation when land is reclaimed for investment projects.

4. Investment Models and Mechanisms

Vietnam offers various investment structures for seaport development:

4.1 BOT/PPP Opportunities

The Build-Operate-Transfer (BOT) model remains widely used, with new opportunities arising under the PPP Law 2020 and Decree No. 35/2021/ND-CP, which provides implementation guidelines for PPP investments. These agreements typically include:

Revenue-Sharing Mechanism:

Ensures that both investors and the managing authority (usually a state agency) benefit from the project’s business activities. Helps incentivize investment while maintaining state control over strategic assets.

Government Guarantees: Reduce investor risks and build confidence that authorities will support and protect their rights throughout the project. Crucial for large-scale projects with significant investment and long payback periods.

• Financial guarantees: The government may provide full or partial guarantees for investor loans, reducing borrowing costs and improving project financing conditions.
• Legal support commitments: Include prompt dispute resolution, clear legal guidance, and assurances that supportive policies will remain stable throughout the contract duration.
• Minimum revenue guarantee: In some cases, the government may commit to covering revenue shortfalls if project income falls below a guaranteed level, mitigating market risks for investors.

Risk-Sharing Framework:

Aims to equitably distribute risks between project stakeholders (investors and the managing authority), creating a mutual support system for handling risks during construction and operation.

1. Construction risks: Include delays, rising costs, or substandard quality. The investor usually bears primary responsibility, but insurance or government support may be available in force majeure cases.
2. Operational risks: Cover business activity, market demand, and project performance. Contracts typically outline each party’s responsibility and adjustment mechanisms (e.g., revenue adjustment models, additional government support if revenue falls below expectations).
3. Legal and policy risks: Stem from regulatory changes or legal disputes. The risk-sharing framework may include government commitments to policy stability and clear contract-based dispute resolution mechanisms.
4. Financial risks: Include interest rate fluctuations, exchange rate volatility, and project liquidity concerns. Contracts may stipulate financial insurance measures or risk transfers through financial instruments to mitigate economic instability impacts.

4.2 Joint Venture Options

Foreign investors can participate through:

Joint ventures with state-owned enterprises (SOEs): Enables foreign investors to collaborate directly with SOEs, providing access to management expertise, existing infrastructure, and government support. Particularly crucial in strategic sectors like seaports, where the state often retains a controlling role.

• Benefits:

• Legal and policy support from SOEs.
• Reduced risks through shared experience and resources.
• Easier licensing and administrative procedures.

Partnerships with private Vietnamese companies: Allows foreign investors to partner with local private enterprises to capitalize on seaport investment opportunities. Suitable for non-strategic projects or when private enterprises have established expertise in port management and operations.

• Benefits:

• Flexibility in business model development and contract negotiations.
• Utilization of private sector innovation, adaptation, and market experience.
• Enhanced access to the domestic market and expanded business operations.

Direct investment in certain cases: Foreign investors can engage in direct investment if the project scale and nature permit, particularly in large-scale infrastructure projects requiring professional management.

• Benefits:

• Full control over project operations, from construction to business management and revenue oversight.
• Improved profit optimization through agile and independent decision-making.

5. Geographic Investment Zones

Investment incentives vary by location, with enhanced benefits in:

Key economic zones

These areas play a crucial role in national economic development and are prioritized by the Government for infrastructure development and investment attraction. Notable coastal economic zones include Nghi Son (Thanh Hoa), Vung Ang (Ha Tinh), Chu Lai (Quang Nam), Dung Quat (Quang Ngai), and Phu Quoc (Kien Giang). Investors in these areas may enjoy:

• Corporate Income Tax (CIT): Preferential tax rates, exemptions, or reductions for certain initial operational years.
• Import Tax: Exemptions for imported goods used to create fixed assets or serve production.
• Land and Water Surface Lease: Exemptions or reductions for a specified period.

According to Decision No. 140/QD-TTg dated January 16, 2025, the Government has approved detailed planning for seaport clusters, focusing on infrastructure development and integrated connectivity in key coastal economic zones.

Areas with challenging socio-economic conditions

To promote economic development and improve living standards in these regions, the Government has introduced special investment incentive policies, including:

• CIT: Lower tax rates than other regions, with extended tax exemption and reduction periods.
• Import Tax: Exemptions for imported goods used to create fixed assets.
• Workforce Training Support: Financial assistance for investors to train local labor forces.
• Land and Water Surface Lease: Longer exemption or reduction periods compared to other regions.

These incentives aim to encourage businesses to invest in underdeveloped areas, contributing to local economic growth and reducing regional disparities.

Strategic deep-water port locations

Deep-water ports are essential for accommodating large vessels and facilitating international trade. Lach Huyen (Hai Phong), Cai Mep – Thi Vai (Ba Ria – Vung Tau), and Van Phong (Khanh Hoa) have been identified as strategic deep-water ports. Investors in these ports may benefit from:

• Infrastructure Development Support: Strong government investment in transportation connectivity, including roads, railways, and logistics.
• Tax Incentives: Preferential CIT rates, import tax exemptions, or reductions for equipment and machinery.
• Land Policy: Support for land lease pricing, long-term lease agreements, and other favorable conditions.

Under Decision No. 2190/QD-TTg of the Prime Minister, mobilizing domestic and foreign resources to develop seaports, particularly strategic deep-water ports, is a high priority.

6. Application Process

6.1 Step-by-Step Procedure

The investment application process typically involves:

Investment Registration Certificate (IRC) application (Article 38 of the Law on Investment 2020)

Seaport investment projects require approval from the Prime Minister as per Article 31, Clause 1(d) of the Law on Investment 2020.

Submission of the application to the competent investment registration authority:

Department of Planning and Investment (DPI):

• Handles investment projects outside industrial zones, export processing zones, high-tech zones, and economic zones.
• Manages infrastructure development projects in industrial zones, export processing zones, and high-tech zones where no Management Board exists.
• Management Boards of industrial zones, export processing zones, high-tech zones, and economic zones: Handle investment projects within these zones.
• Processing Time: The investment registration authority issues the IRC within 5 working days from the date of receiving the investment policy approval and investor approval.

Enterprise Registration Certificate (ERC) obtainment (Articles 26 & 17 of the Law on Enterprises 2020)

Application Methods: The business founder or an authorized representative may submit the enterprise registration application via:

• Direct submission at the Business Registration Office where the enterprise is headquartered.
• Postal services to the Business Registration Office.
• Online submission via the National Business Registration Portal (https://dangkykinhdoanh.gov.vn). The electronic application has the same legal validity as the physical application.

Processing Time: The Business Registration Office reviews and issues the ERC within 3 working days from receiving a valid application. If the application is incomplete, the office will notify the applicant in writing of required modifications or additional documents.

Port operation license application (Article 10 of Decree No. 37/2017/ND-CP)

Initial Consultation and Preparation:

Before applying, businesses should:

• Research legal, technical, and market requirements.
• Conduct field surveys, seek expert opinions, and draft a detailed investment plan.

Application Submission Methods:

• Directly at the Vietnam Maritime Administration.
• Via postal services.
• Through the online public service system or other applicable methods.

Document Review & Verification:

• The Vietnam Maritime Administration reviews the application.
• If incomplete, within 2 working days, the agency will guide the applicant in making necessary corrections.
• If complete, the agency issues a receipt confirmation to the applicant.
• Application Assessment: Within 7 working days, the Vietnam Maritime Administration evaluates the application.

Issuance of the Certificate:

• If approved, the agency issues the Port Operation License.
• The certificate is delivered in person, by post, through the online public service system, or via other applicable means.
• If rejected, the agency provides a written explanation of the refusal.

Project Implementation & Compliance: After obtaining the license, the enterprise must:

• Implement the project according to the approved plan.
• Comply with safety regulations, environmental protection laws, and other legal obligations.

Environmental impact assessment approval (Article 31 of the Law on Environmental Protection 2020)

• The project owner must conduct an Environmental Impact Assessment (EIA) independently or through a qualified consulting firm.
• The EIA should be conducted simultaneously with the feasibility study or an equivalent document.
• The assessment must be compiled into an official EIA report.
• Submission: Each project requires one EIA report for regulatory approval.

6.2 Required Documentation

1. IRC Application Documents (Article 33 of the Law on Investment 2020 & Article 31 of Decree 31/2021/ND-CP)

• Investment project proposal outlining objectives, scale, capital, location, timeline, land use, labor needs, incentives, and environmental impact assessments (if applicable).
• Legal status and financial capability documents of the investor.
• Other documents required based on the project type.

2. ERC Application Documents (Varies by business type)

• Enterprise registration request form.
• Company charter (for LLCs and joint-stock companies).
• List of members or founding shareholders (for multi-member LLCs and joint-stock companies).
• Copies of legal documents for individuals or organizations establishing the business.

3. Port Operation License Application Documents (Clause 1, Article 10 of Decree No. 37/2017/ND-CP)

• Application form for the license.
• Certified copies of the ERC.
• List of personnel and employment contracts.
• Business operation plan for port exploitation.

7. Case Studies

Several success stories demonstrate the effectiveness of Vietnam’s investment incentives:

• Lach Huyen International Gateway Port: A key seaport in northern Vietnam, attracting significant investment. Approved expansion of berths No. 3 and 4, each 375m long, accommodating container ships up to 100,000 DWT.
• Cai Mep – Thi Vai Port Complex: Vietnam’s leading deep-water port complex, accommodating the world’s largest container ships, with 22 operational terminals and an annual capacity of 117.8 million tons.
• Van Phong International Transshipment Port: A strategic port in Khanh Hoa province, planned to expand from 120ha in 2010 to 750ha in future phases, serving as a key hub for Vietnam’s exports and international transshipment.

8. Future Outlook

The future of seaport investment in Vietnam shows promising developments:

• Planned expansion of deep-water port capacity: Vietnam aims to develop a synchronized and modern seaport system to meet the growing demand for cargo transportation. According to Vneconomy, by 2030, Vietnam’s seaport system is expected to handle between 1,249 and 1,494 million tons of cargo, with container throughput ranging from 46.3 to 54.3 million TEUs. To achieve this goal, priority is being given to the development of international gateway port areas such as Lach Huyen (Hai Phong), Cai Mep – Thi Vai (Ba Ria – Vung Tau), and the construction of the Can Gio International Transshipment Port (Ho Chi Minh City).
• Enhanced connectivity through infrastructure development: The development of transportation infrastructure connecting seaports is crucial for improving transport efficiency and reducing logistics costs. The government is actively investing in infrastructure projects, including roads, railways, and logistics systems, to strengthen connectivity between economic regions and seaports. This effort aims to facilitate cargo circulation and enhance Vietnam’s overall economic competitiveness.
• Growing integration with global supply chains: The development of Vietnam’s seaport system is not only intended to meet domestic demand but also to integrate into the global supply chain. According to Industry and Trade Magazine, the construction of international transshipment ports like Can Gio and the research on the development of Van Phong Port are designed to leverage Vietnam’s strategic geographical location, create favorable conditions for international cargo transshipment, and elevate the country’s position within the global maritime transportation network.

Conclusion

Vietnam’s seaport investment incentives present compelling opportunities for investors seeking to participate in one of Asia’s most dynamic maritime markets. The comprehensive framework of support, combined with strategic location and growing trade volumes, positions Vietnam as an attractive destination for port infrastructure investment.

For detailed legal advice, don’t hesitate to contact Harley Miller Law Firm

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