Vietnam's Landmark Crypto Asset Market Pilot Program (Part 2)

This landmark Resolution outlines a pilot program for a crypto asset market in Vietnam, detailing the legal framework and operational guidelines. The Resolution takes effect immediately on 9th September 2025, and the pilot period will last for 5 years from this date. After the pilot ends, the market will continue to operate under this Resolution until new or amended laws are enacted.

In this series, we introduce some key elements of this Resolution so that Investors can grasp relevant information and prepare to accompany with this landmark legal framework on crypto assets introduced by the Vietnam Government.

I. Requirements for Crypto Asset Issuers

• Eligibility: Must be a Vietnamese enterprise registered as a limited liability company or a joint stock company under the Law on Enterprises.

• Underlying Asset: Crypto assets must be based on real underlying assets, expressly excluding securities and legal tender.

• Target Market: Crypto assets can only be offered and issued to foreign investors. Subsequently, these assets can only be traded between foreign investors through Ministry of Finance-licensed service providers.

• Disclosure: At least 15 days before offering/issuance, the issuer must publish a prospectus and other relevant documents on its own website and the website of the crypto asset service provider.

• Responsibilities: Issuers are responsible for the accuracy of information, coordinating with service providers to ensure compliance, fulfilling commitments in the prospectus, resolving disputes, and paying taxes.

II. Requirements for Crypto Asset Service Providers

Service providers are enterprises that offer services such as organizing crypto asset trading markets, proprietary trading, crypto asset custody, or providing crypto asset issuance platforms. To operate, they must obtain a license from the Ministry of Finance. Among others, below are the main requirements for application of Crypto Asset Service Provider License, as follows:

2.1 Licensing Conditions:

a/ Entity Type: A Vietnamese enterprise, either a limited liability company or a joint stock company, registered for crypto asset-related services.

b/ Capital: A minimum charter capital of 10,000 billion VND (10 trillion VND), contributed in VND.

c/ Shareholders/Capital Contributors:

        ▪ At least 65% of the charter capital must be contributed by institutional shareholders. Of this, over 35% must come from at least two institutions that are commercial banks, securities companies, fund management companies, insurance companies, or technology companies.

        ▪ Institutional contributors must be legal entities that have been profitable for the two consecutive years prior to applying for the license, with audited financial statements showing an unqualified opinion.

        ▪ An individual or organization can only contribute capital to one licensed crypto asset service provider.

        ▪ The total capital contribution from foreign investors cannot exceed 49% of the service provider's charter capital.

    ◦ Infrastructure: Must possess a physical office, sufficient facilities, technical equipment, and IT systems appropriate for providing crypto asset services.

d/ Personnel:

        ▪ General Director/Director: At least 2 years of experience in financial, securities, banking, insurance, or fund management.

        ▪ Technology Director: At least 5 years of experience in IT departments within financial, securities, banking, insurance, fund management, or technology companies.

        ▪ At least 10 IT personnel with network information security training certificates compliant with Article 50 of the Law on Network Information Security.

        ▪ At least 10 personnel with securities practice certificates in other operational departments.

e/ Operational Processes: Must establish comprehensive processes including: risk management and information security; crypto asset issuance platform services; client asset custody and management; trading and settlement; proprietary trading; AML/CFT/PFWMD; information disclosure; internal control; transaction monitoring; prevention of conflicts of interest; and client complaint resolution and compensation.

f/ IT System Security: The IT system must meet level 4 information system security standards according to network information security laws before becoming operational.

2.2 Post-Licensing Obligations:

a/ Commencement of Operations: Must begin operating within 30 days of receiving the license, failing which the license may be revoked.

b/ Information Disclosure: Must publicize the official service commencement date and key operational processes on the Ministry of Finance's website and in newspapers within 7 working days of being licensed.

c/ Ongoing Responsibilities: Service providers must adhere to laws on anti-money laundering (AML), counter-terrorist financing (CFT), proliferation financing of weapons of mass destruction, electronic transactions, network information security, cybersecurity, and data protection; especially implement AML/CFT/PFWMD measures (including customer identification for non-regular transactions exceeding $1,000 USD, continuous monitoring, and reporting suspicious transactions); among others.

d/ Public Information Disclosure: Service providers must disclose periodic (annual, semi-annual, quarterly financial reports), unusual (e.g., frozen accounts, business suspensions, IT incidents, legal rulings), and requested information (e.g., significant events impacting investor rights) on their websites and electronic newspapers.

IV. ALTAS’ Services in Vietnam

1. Business Licensing Package: including Company Establishment, Investment Registration, and Post-Registration Compliance: We provide guidance on post-registration obligations, such as tax registration, social insurance registration, and Corporate Secretarial Services;

2. Operational/ Specialized Licenses: We assist with obtaining operational licenses for specific business activities and regulated industries such as manufacturing, trading, services, e-commerce, Healthcare, Educational or Food & Beverage (restaurants) etc.;

3. Tax & Accounting & Bookkeeping Services: We assist with all aspects of tax compliance, bookkeeping services, social insurance contributions, and compliance with labor regulations. We also assist with Tax Settlements and Tax Refund for businesses including negotiating with tax authorities and resolving any outstanding tax liabilities;

4. Data Protection: We assist with compliance with data protection regulations including drafting, reviewing Data Protection Impact Assessments (DPIAs), Data Processing/Transfer Agreement, Privacy Policies and necessary documentation required by the Personal Data Protection Decree (PDPD);

5. Dispute Resolution including Litigation, Mediation, Arbitration; and

6. Legal Retainer Services upon Client’s demand.

ALTAS LAW is committed to supporting investors and businesses during this volatile period. Please feel free to reach us via email contact@altas.vn to discuss your specific concerns and explore how we can navigate these reforms successfully.

Copyright © 2025 ALTAS LAW. All rights reserved. Ownership: This documentation and content (Content) is a proprietary resource owned exclusively by ALTAS LAW (meaning ALTAS LAW, ALTAS CORP and its member firms). Use of this Content does not of itself create a contractual relationship, nor any attorney/client relationship, between ALTAS LAW and any person. Disclaimers: The Content provided is for informational purposes only and may not reflect the latest legal or regulatory developments. Summaries of laws, regulations, and practices are subject to change. This Content does not constitute legal or professional advice for any specific situation and should not be relied upon as a substitute for reviewing and complying with applicable laws, rules, regulations, or official forms. Always seek legal counsel before making any decisions or taking any action based on this Content. ALTAS LAW, along with its editors and contributing authors, make no guarantees regarding the accuracy of the Content and explicitly disclaim any liability for any consequences resulting from actions taken, allowed, or omitted, whether fully or partially based on any part of the Content. The Content may include links to external websites, and external sites may also link to it. ALTAS LAW is not responsible for the content or functionality of any such external websites and disclaims all liability for any issues arising from their content or operation. Please note: Past results do not guarantee similar outcomes.

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Written by: Ms. Nguyen Nhac Thien An  – Partner, Manager Director at ALTAS Accounting 
Date: 11/09/2025