Decree 57/2026/NĐ‑CP, issued on February 12, 2026 by the Government of Vietnam, establishes a definitive legal framework for restructuring State capital in enterprises. Its objective is to enhance investment efficiency, optimize the use of State capital, and strengthen the competitiveness of State‑owned enterprises (SOEs) in an increasingly dynamic market environment.
The Decree applies to the equitization and restructuring of 100% State‑owned enterprises, as well as the divestment or transfer of capital in enterprises where the State holds from 50% to below 100% of charter capital. This marks a comprehensive shift in how Vietnam manages State assets, moving toward transparency, market discipline, and partnership with capable investors.
Within supply chain, transportation, and postal‑logistics, six enterprises hold outsized importance and are explicitly included in the restructuring roadmap, including Vietnam Airlines Corporation; Vietnam Maritime Corporation (VIMC); Vietnam Railways Corporation (VNR); Airports Corporation of Vietnam (ACV); Vietnam Expressway Corporation (VEC) and Vietnam Posts and Telecommunications Group (VNPT)
Together, these entities control Vietnam’s air connectivity, seaports, rail freight, expressway corridors, and nationwide distribution and digital infrastructure. Restructuring these SOEs opens access to natural monopoly or quasi‑monopoly assets—the backbone of the country’s logistics ecosystem.
Under normal market conditions, access to such assets is extremely limited. Decree 57 therefore creates a time‑sensitive “strategic window”, enabling qualified investors to engage with assets previously inaccessible at scale.
Unlike fragmented equitization programs of the past, Decree 57 directly targets the SOEs that command Vietnam’s foundational transport and logistics infrastructure. This repositions the reform program from isolated transactions to a system‑level investment opportunity.
A defining feature of Decree 57 is its phasing, rather than a simultaneous mass divestment. This significantly affects how and when investors should engage.
Phase 1 (2026–2027): The focus is on auditing assets, resolving legacy financial issues, standardizing reporting, and developing equitization/divestment plans.
Although major transactions may not occur yet, this is the critical window for early investors to build relationships, conduct strategic assessments, and shape future collaboration structures. Early movers gain information asymmetry and strategic positioning long before market competition intensifies.
Phase 2 (2027–2028): Approved transaction structures and increased transparency introduce heightened competition.
Investors who have prepared from Phase 1 can act decisively and win deals through speed, credibility, and operational proposals—while latecomers are left competing primarily on valuation.
Phase 3 (2028–2030): Post‑transaction transformation. Value creation now shifts toward Operational restructuring, Capital structure optimization and System integration across modes and regions
Long‑term value will come not merely from equity ownership but from the ability to upgrade governance and build integrated logistics platforms.
Across all phases, the gap between proactive investors and reactive investors widens.
Opportunities favor those who engage early, understand asset structures ahead of revaluation, and position themselves as strategic partners within Vietnam’s national logistics ecosystem.
Vietnam’s supply chain and logistics sector is entering an institutional restructuring cycle. If the last decade was driven by trade expansion and foreign direct investment (FDI), then 2026–2030 will be defined by the State’s capital reallocation program under Decree 57.
Four structural forces are converging (i) A sufficiently large logistics market to support long‑term strategies, with fragmentation creating opportunities for consolidation. (ii) Sustained inflows of FDI and one of the highest FTAs ratios in Asia, reinforcing long-term demand for logistics (iii) A nationwide infrastructure investment cycle accelerating across all three regions and (iv) A State capital restructuring program explicitly targeting the most critical logistics and transport SOEs.
The combination of these forces will reshape the competitive structure. The period 2026–2030 is likely to witness landmark consolidation deals; emergence of integrated logistics platforms and the acceleration of strategic transactions involving multimodal assets
Opportunities will flow to those who act early enough to influence market structure rather than adapt to it.
According to the report Vietnam Freight and Logistics Market – Growth, Trends, Forecast (2025–2030) by Mordor Intelligence, the sector is expected to grow from USD 52.06 billion in 2025 to USD 71.88 billion in 2030, with a CAGR of ~6.67%.
Meanwhile, World Bank WDI data (2024) shows Vietnam’s trade openness consistently above 180% of GDP, while annual FDI disbursement remains around USD 20–23BN—clear evidence that logistics demand is structural, not cyclical.
Despite abundant opportunities, investors also face substantial complexity:
Firstly, valuation uncertainty. Reform expectations and long-term growth potential may elevate valuations, while current operational efficiency does not yet fully represent post‑restructuring upside.
Secondly, Capability requirements—not just capital. Strategic investors are expected to provide governance, operational transformation, and digital enablement, not only funding. This is explicitly embedded in the Decree, requiring investors to demonstrate Sector expertise, Financial strength, Management and technology capabilities and a multi‑year commitment to the core business
Thirdly, macroeconomic and funding risks. Global trade volatility, capital costs, and macro disruptions may impact short-term returns and project timelines.
Success depends on investors’ ability to evaluate risks dynamically and design transaction structures tailored to each phase of the 2026–2030 roadmap.
In conclusion, Decree 57 presents a system‑wide opportunity, aligning capital, governance, and capability to uplift the performance of Vietnam’s end‑to‑end supply chains.
Those who qualify as true strategic investors—and who commit to data‑driven operations and low‑carbon transformation—will set the competitive benchmark for Vietnam’s next decade of logistics excellence.
