On 9 September 2025, the Government of Vietnam issued Resolution No. 05/2025/NQ-CP on the pilot implementation of the tokenized assets market in Vietnam (“Resolution 05”). This landmark resolution establishes a five-year pilot program and introduces the first dedicated legal framework for tokenized assets in the country.
Key takeaways include:
- for the pilot, issuers will need to be Vietnamese entities and trading is limited to foreign investors;
- while generally, tokenized assets must be backed by real underlying assets; and
- service providers will face stringent licensing requirements.
1. Distinction Between Service Providers and Issuers
To frame a market for tokenized assets in Vietnam, Resolution 05 draws a clear line between service providers and issuers:
- A service provider (in Vietnamese: “tổ chức cung cấp dịch vụ tài sản mã hóa”) is an enterprise licensed to engage in tokenized asset-related activities such as operating trading platforms, proprietary trading, custodial services, or issuance support.
- An issuer (in Vietnamese: “tổ chức phát hành tài sản mã hóa”) is an enterprise issuing and offering tokenized assets through a licensed issuance platform.
Exchanges will fall under the service provider category, with foreign ownership capped at 49% of their charter capital.
2. Eligible Participants in Issuance and Distribution
Only Vietnamese enterprises incorporated as LLCs or JSCs may issue tokenized assets in Vietnam. Foreign entities are excluded from acting as issuers under the pilot.
Tokenized assets must:
- Be backed by real underlying assets, which excludes securities and fiat currency; and
- Be offered exclusively to foreign investors during the pilot.
Issuers must publicly disclose information, including a prospectus, at least 15 days before issuance. The Ministry of Finance (“MoF”) is the competent authority to authorize trading between foreign investors.
3. Licensing Requirements for Trading Platforms
Under Article 8 of Resolution 05, applicants seeking to operate a tokenized asset trading platform must meet exceptionally high thresholds, including for:
- Corporate structure: Vietnamese LLC or JSC with a minimum charter capital of VND 10,000 billion, fully contributed in VND.
- Ownership mix: At least 65% institutional capital; at least two institutions (banks, securities firms, insurers, or tech companies) must hold 35%+. Foreign ownership is capped at 49%.
- Infrastructure: IT systems must meet level 4 cybersecurity standards.
- Personnel: A Director-General with 2+ years in finance; a CTO with 5+ years in finance-related IT; at least 10 certified cybersecurity, and at least 10 licensed securities staff members.
- Governance: Comprehensive internal rules on risk management, custody, trading, disclosure, AML/CTF compliance, conflicts of interest, and investor protection.
Applications are filed with the MoF, which will coordinate with the Ministry of Public Security (“MPS”) and the State Bank of Vietnam (“SBV”). A decision on participation must be issued within 30 days. And licensed platforms must launch operations within 30 days of approval.
4. Dedicated Bank Accounts for Foreign Investors
Article 13 of Resolution 05 stipulates that foreign investors must open a dedicated VND-denominated payment account at a licensed Vietnamese bank. These accounts can only be used for specific purposes, including asset purchases, proceeds from sales, and fund repatriation. Investors must transfer balances and close old accounts before opening a new one.
5. Duties of Service Providers
Article 15.2 of Resolution 05 outlines a wide range of obligations, including for:
- Investor protection: KYC, segregation of assets, secure IT systems, dispute resolution, and compensation for losses caused by security breaches.
- Compliance: AML/CTF monitoring (including transactions ≥ USD 1,000), suspicious activity reporting, and compliance with both Vietnamese and relevant foreign laws.
- Disclosure: Accurate prospectuses, transparent fee schedules, truthful public reporting, accounting/audit compliance.
- Data retention: All transaction and investor data stored in Vietnam for at least 10 years.
- Third-party oversight: Vendors must comply with cybersecurity and AML/CTF standards; liability remains with the service provider.
6. Mandatory Use of Licensed Platforms by Domestic Investors
Six months after the first service provider is licensed, domestic investors must transact exclusively through MoF-approved platforms. Off-platform trading will expose them to administrative or even criminal liability.
This provision effectively signals the end of informal crypto/token trading in Vietnam and raises pressing compliance questions for foreign exchanges and issuers—such as how to limit trading by Vietnamese citizens and whether to establish a Vietnamese presence and partner with authorized local platforms.
Resolution 05 is a watershed moment for Vietnam’s financial regulatory landscape. By launching a five-year pilot, the Government is cautiously opening the door to tokenized assets—on strictly controlled terms.
Resolution 05 is effective immediately and will undoubtedly shape the trajectory of Vietnam’s tokenized asset market for years to come. For further insights on Resolution 05 or other regulatory developments around digital assets in Vietnam, 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.
