On 13 August 2025, the Ministry of Finance released the draft decree on International Financial Centre Establishment in Vietnam (“Draft Decree”) for public consultation. The Draft Decree has been prepared pursuant to Resolution No. 222/2025/QH15 of the Vietnamese National Assembly dated 27 June 2025 on an International Financial Centre in Vietnam (“Resolution 222”), which sets out policies, mechanisms, and incentives aimed at attracting and meeting the requirements of the international financial community.
The Draft Decree provides detailed regulations and guidance on the implementation of Articles 8 and 9 of Resolution 222.
Key highlights of the Draft Decree
1. Establishment of International Financial Centres
- Vietnam will establish two International Financial Centres (“IFCs”) located in Ho Chi Minh City and Da Nang City, with clearly defined geographical boundaries determined by the respective People’s Committees.
- The official names will be:
– Vietnam International Financial Centre in Ho Chi Minh City; and
– Vietnam International Financial Centre in Da Nang City.
- The IFCs are designed to promote sustainable finance, foster the development of green financial products, and mobilize resources for energy transition and green transition projects, thereby contributing to Vietnam’s socio-economic development.
2. Membership and operation of the new IFCs
The IFCs will introduce new, specific membership and operational frameworks in Vietnam:
- An IFC membership registration dossier must include:
(i) a business registration certificate;
(ii) the audited financial statements for the past two years; and
(iii) a commitment to the implementation plan and operational areas of the IFC. - Termination of membership will occur if an entity fails to comply with Vietnamese laws or its commitments to the IFC. A one-year grace period (until 31 December of the following year) is allowed for rectification of compliance deficits.
- IFC investors will be prioritized for important projects in Vietnam. For infrastructure projects, investors must complete implementation within five years and cannot transfer the project for ten years (except in special Government-approved cases).
- Governance agencies under Articles 10 – 13 of the Draft Decree:
(a) Each IFC in HCMC and Da Nang will have its own management agency. These two management agencies will oversee all IFC activities and operate an online membership registration system integrated with the National Business Registration Portal – simplifying procedures.
(b) Two supervisory agency models are proposed in the Draft Decree for consultation purposes:
(i) one in which there is an independent supervisory agency headquartered in either HCMC or Da Nang; or
(ii) another model with two supervisory agencies, one in each city.
(c) A Specialized Court will handle investor disputes, with the option for disputes to be referred to an international arbitration center, if agreed by the parties.
3. Financial arrangements of the IFCs
- Revenue sources for an IFC will include:
(i) voluntary contributions and sponsorships;
(ii) income from service provision and lawful activities; and
(iii) allocations from the state budget. - Funds will be used by an IFC to:
(i) deliver its designated public services;
(ii) cover the IFC’s management and operational costs; and
(iii) provide finance services and related activities.
4. Recommended actions for stakeholders
Interested stakeholders should consider the following next steps:
- Monitor Legislative Progress: Closely track the final amendments to the Draft Decree and any forthcoming guiding circulars to maintain a clear and current understanding of the legal landscape.
- Conduct a Strategic Review: Undertake a thorough assessment of how the specific provisions—particularly regarding tax, labor, and foreign exchange—will impact your proposed business model and investment structure.
- Develop an Implementation Plan: Formulate a detailed roadmap for operational readiness and compliance to facilitate a timely and efficient entry into the IFCs upon effectiveness of the decree following 1 September 2025.
Navigating Vietnam’s evolving regulatory environment requires specialized expertise. Should you require further information or detailed legal assistance regarding the implications of the Draft Decree, please contact DFDL.
The information provided here is for information purposes only and is not intended to constitute legal advice. Legal advice should be obtained from qualified legal counsel for all specific situations.
