The client
An Indian logistics company sought to restructure its existing investment structure in Vietnam to better reflect its actual business model and operational requirements.
The company had previously obtained its Investment Registration Certificate (IRC) and Enterprise Registration Certificate (ERC). However, the existing business activities had not been appropriately aligned with the company's intended logistics operations.
As the company prepared to expand and develop its operations, it became necessary to reassess both its registered business activities and investment structure.
Registered but misaligned?
An existing IRC and ERC don't guarantee the registered activities match how the business actually operates.
Talk to us →An existing structure that no longer fit the business
01 — Existing business activities did not accurately reflect the operating model
The client already had an IRC and ERC in place. However, the registered business activities had not been sufficiently tailored to the way a logistics company actually operates. The first challenge was therefore not simply to amend the company's business lines, but to understand how the client intended to provide logistics services in practice. This required detailed discussions with the client regarding the nature of its logistics services, how services would be delivered, the role of the Vietnam entity, the activities performed directly by the company, the activities involving third-party service providers, and the company's intended commercial model. Only after understanding the operational model could the appropriate business activities and foreign-investment conditions be assessed.
02 — Business activity changes affected the ownership structure
The reassessment identified that certain newly proposed business activities required consideration of foreign ownership and market-access conditions. As a result, the existing investment structure could not simply be maintained while adding the proposed activities. The company needed to reconsider its capital structure and introduce Vietnamese participation in the investment, resulting in a revised ownership structure of 99% Indian investment / 1% Vietnamese investment. The restructuring therefore required the business activity analysis and investment structure to be addressed together, rather than as separate registration matters.
03 — Avoiding a registration-only approach
The client had already obtained its corporate and investment registrations before engaging Inventive Legal. The key issue was therefore to ensure that the amended structure would be legally aligned with the company's actual operations, rather than simply adding generic logistics-related business lines to the existing registration. This required an integrated assessment across the full chain:
A restructuring exercise, not a straightforward amendment
Inventive Legal approached the matter as a business-model and investment-structure restructuring exercise, rather than a straightforward amendment of the company's existing registrations.
Understanding the client's actual business model
We conducted detailed discussions with the client to understand how its logistics operations would function in Vietnam. Rather than relying solely on the client's existing registered activities, we mapped the actual commercial activities performed by the company against the relevant regulatory framework — enabling us to identify the appropriate business activities required for the client's intended operations.
Business activity and market-access analysis
We analysed the proposed business activities and assessed the corresponding foreign-investment market-access requirements, to ensure the revised business scope accurately reflected the client's intended operations, was appropriately classified, could be legally undertaken by the Vietnam entity, and was consistent with the applicable foreign ownership requirements.
Restructuring the investment structure
Following the business activity assessment, we identified the need for Vietnamese participation in the investment structure, and advised on restructuring the ownership arrangement to 99% Indian / 1% Vietnamese. The investment structure was redesigned together with the business activity scope so that the two components remained legally consistent.
Licensing strategy
Based on the revised structure, Inventive Legal prepared and implemented the required amendments to the company's investment and enterprise registrations, including coordination of the IRC and ERC amendment process and addressing the regulatory requirements arising from the revised business activities and ownership structure.
Authority coordination and post-licensing compliance
We coordinated with the relevant authorities throughout the amendment process and subsequently advised the client on the compliance steps required following the restructuring — ensuring the revised corporate structure and business activities were not only approved on paper but also aligned with its intended operations.
End-to-end support
- ✓Business activity analysis
- ✓Foreign ownership and market-access analysis
- ✓Investment structuring
- ✓Capital contribution restructuring
- ✓IRC amendment
- ✓ERC amendment
- ✓Authority coordination
- ✓Post-licensing compliance
Structure and activities realigned within 12 weeks
Revised investment structure successfully implemented
The client's Vietnam investment structure was successfully restructured to 99% Indian ownership / 1% Vietnamese ownership.
All proposed business activities approved
The revised business activities were successfully approved and aligned with the client's intended logistics operations.
IRC & ERC successfully amended
The required investment and enterprise registrations were successfully updated to reflect the revised structure and business activities.
Existing registration issues addressed
The restructuring addressed the mismatch between the client's previous registered business activities and its intended operating model.
Client able to commence operations
Following completion of the restructuring, the client was able to proceed with its intended logistics operations under the revised structure.
Completed within 12 weeks
The restructuring and registration process was completed within approximately 12 weeks.
Key takeaway
The case highlights the importance of addressing regulatory and operational considerations as part of the investment structuring process, rather than treating company establishment or business-line amendments as a standalone filing exercise.
For foreign-invested logistics businesses, the appropriate legal structure depends not only on what services the company intends to provide, but also on how those services will actually be delivered in Vietnam.
By first understanding the client's operational model and then aligning the business activities, foreign ownership structure and investment registrations, Inventive Legal helped the client transform an existing registration structure into one better suited to its intended operations.
At a glance
| Investor | Indian Logistics Company |
|---|---|
| Industry | Logistics |
| Investment | 99% Indian / 1% Vietnamese |
| Investment type | Existing FDI restructuring |
| Location | Ho Chi Minh City |
| Investment capital | USD 250,000 |
| Market entry | Existing investment / restructuring |
| Key issue | Business activities not aligned with actual operations |
| Key complexity | Business activity & foreign ownership requirements |
| Services | Business activity analysis · Investment structuring · IRC/ERC amendment · Authority coordination |
| Outcome | Revised structure and business activities approved |
| Timeline | 12 weeks |