Resolution 05/2025/NQ-CP (Resolution 05) marks Vietnam’s first-ever legal framework governing digital and crypto assets. Adopted by the Government and effective from 9 September 2025, Resolution 05 establishes a five-year pilot program for crypto/digital assets: it licenses domestic digital-asset exchanges; caps foreign ownership at 49% in licensed operators (effectively requiring partnership with Vietnamese entities); Initial Coin Offerings to foreign investors only; taxes crypto transactions under rules similar to securities; and allows administrative or criminal penalties for certain unlicensed activities after a grace period.
This pilot program comes at a critical time. Vietnam currently ranks 5th globally in terms of crypto adoption, with the domestic crypto market projected to reach around USD 100 billion by 2025. According to the Vietnam Blockchain Association (VBA), approximately 17 million Vietnamese owned crypto as of 2024, ranking seventh worldwide, yet the sector has remained largely unregulated over the past decade – a gap that Resolution 05 now begins to fill.
This article highlights the key features of Resolution 05 and analyzes their implications, providing early insights into a more structured market-access framework for both investors and users in the crypto asset space in Vietnam.
For the purposes of this article, “Crypto assets” are now treated as a subset of digital assets, legally recognized as assets under the Vietnamese Civil Code (Crypto assets). Resolution 05 defines them as assets expressed in digital form, created, issued, stored, and transferred through digital technologies. The pilot program covers cryptocurrencies, utility tokens, and non-fungible tokens (NFTs), while explicitly excluding security tokens and other instruments classified as securities, as well as central bank digital currencies and certain stablecoins that function as currency substitutes.
Permission to Provide Crypto Asset Services
The provision of platforms that facilitate information sharing, order matching, and payment processing for crypto assets such as BTC (Bitcoin) and ETH (Ethereum) is now permitted. This model is similar to what Binance, Upbit, and Coinbase have implemented. This activity is legally defined as “Organizing a Crypto Asset Trading Market” under the pilot program and is subject to licensing by the Ministry of Finance (MoF).
In addition, other crypto asset business models are also permitted in Vietnam, including:
- Proprietary trading: where the company buys and sells Crypto assets for its own account (e.g., Goldman Sachs, Morgan Stanley).
- Custody services: where Crypto assets are stored, safeguarded, and transferred on behalf of clients, enabling them to exercise rights related to those assets (e.g., Fidelity Digital Asset Services, HSBC, ChainUp).
- Issuance platforms: where an electronic system is established to facilitate the offering and issuance of Crypto assets (e.g., InvestaX, TokenFi, SBI Digital Asset Holdings).
Licensed service providers (hereinafter referred to as “Providers”) may register to offer one or multiple services. provided they meet the strict capital, ownership, technology, and governance requirements under Resolution 05.
Sublicense Required: Joint Venture with Domestic Partners, Minimum Charter Capital of VND 10,000 Billion and More
Establishing a company in Vietnam is not sufficient to qualify itself as a Provider. Resolution 05 sets forth stringent conditions for enterprises operating in the Crypto asset sector, requiring them to obtain a sublicense known as the “License for Organizing a Crypto Asset Trading Market” – issued by the MoF before they can operate.
To be eligible for this license, a company must meet the following requirements:
- Minimum charter capital: VND 10,000 billion (approx. USD 378 milion), fully contributed in Vietnam dong.
- Capital structure: At least 65% of the charter capital must be held by institutional investors, of which 35% must be held by at least two entities being commercial banks, securities companies, fund management companies, insurance companies, or technology firms. These entities must have been profitable for the past two consecutive years, as evidenced by audited financial statements with audit opinions as majority qualified. And those entities are only allowed to contribute capital to one Provider licensed.
- Foreign ownership: Foreign investors may contribute capital or acquire shares, but their ownership must not exceed 49% of the Provider’s charter capital.
- Other requirements: A compliant head office and infrastructure, an IT system meeting level-4 security standards, qualified management and technology personnel, and comprehensive internal processes covering risk management, asset custody, Anti-Money Laundering (AML) compliance, and client protection.
Once these conditions are satisfied, the enterprise may apply for the sublicense to the MoF, with the State Securities Commission (SSC) playing a key role in appraisal and ongoing supervision. The licensing process also involves coordination with the State Bank of Vietnam, the Ministry of Public Security, and the Ministry of Information and Communications to ensure financial stability, cybersecurity, and AML/KYC compliance.
“By requiring a majority of capital from institutional investors and at least two from regulated sectors such as banking, securities, or technology, Resolution 05 effectively institutionalizes the crypto market. This not only ensures that licensed Providers are financially sound and professionally governed but also aligns their incentives with systemic stability. For prospective entrants, this means partnering with credible institutions is no longer optional, it is the price of admission to Vietnam’s regulated crypto economy.” Nguyen Phuong Thao, Senior Manager – Licensing and Corporate Secretarial highlights.
Vietnam’s Token Gate: Issuance Restricted to Foreign Investors
Before Resolution 05, Crypto asset offerings and issuances were commonly conducted through models such as Initial Coin Offerings (ICOs), where tokens (a form of crypto asset) were directly issued to the public by the issuer, often without going through an exchange; or Initial Exchange Offerings (IEOs), where tokens were issued via an exchange, which acted as a representative of the issuer. These offerings were typically open to individual and institutional investors without distinction based on nationality.
Under Resolution 05, new offerings of crypto assets in Vietnam may only be made to foreign investors and must be carried out through a Provider. This requirement effectively ends unregulated ICOs and ensures that any token issuance, whether structured as an ICO or an IEO, is conducted within a supervised environment. Providers act as the official gatekeepers, providing a controlled channel for token offerings and allowing regulators to monitor capital flows, investor protection, and compliance in real time.
Domestic investors are allowed to open accounts at licensed Providers to custody, buy, and sell crypto assets they already own. However, after six months from the licensing of the first Provider, all trading by domestic investors must be conducted through licensed platforms. Continuing to trade through unlicensed exchanges or Over-the-Counter (OTC) desks beyond this grace period may result in administrative or even criminal sanctions.
This restriction is considered a cautious and risk-controlled approach by the government, reflecting concerns about the safety of investing in new asset classes, potential risks, and legal violations such as fraud or asset misrepresentation by issuers. The government also aims to protect less-experienced retail investors in Vietnam.
In addition, Resolution 05 requires that Crypto asset issuers must be Vietnamese enterprises, operating under the form of a limited liability company or joint-stock company in accordance with the Law on Enterprises. Another notable point is that the crypto assets being issued must be real assets, and must not include securities or fiat currencies. This cautious approach helps avoid overlap with the Law on Securities and prevents interference with national currencies such as the Vietnamese dong (VND).
Exclusive Channel: VND-Only Accounts for Foreign Crypto Investors
While domestic investors are not yet subject to specific rules on which bank accounts must be used for crypto asset transactions, foreign investors face a clear requirement under Resolution 05. When investing in crypto assets in Vietnam, foreign investors must open a dedicated payment account in Vietnamese dong with a licensed local bank or foreign bank branch.
This account must be used exclusively for transactions related to the purchase and sale of Crypto assets in Vietnam. It may not be used for daily operations, business activities, or for receiving or making payments related to goods, services, loans, gifts, inheritances, or any other purposes outside of crypto asset transactions.
This reflects a similar approach to Vietnam’s existing foreign investment regulations, where accounts such as Investment Capital Accounts are restricted from being used for everyday transactions. The deeper intent is to control the flow of foreign capital into Vietnam, and to mitigate risks such as money laundering, terrorist financing, or market manipulation.
Tax Regime and Reporting: Vietnam’s Interim Crypto Rules
Resolution 05 temporarily addresses a major concern among investors, whether income from Crypto asset transactions is subject to personal income tax, and if so, at what rate. During the pilot period, the tax policy for Crypto asset activities will temporarily follow the same regime applied to securities transactions. For example, a 0.1% tax on the transaction value is applied, with no requirement for year-end personal income tax finalization. This tax is collected by licensed service providers and remitted to the tax authorities on behalf of the seller.
AML compliance is stricter than in other sectors. While large transactions in other fields are reportable when exceeding VND 400 million/day (approx. USD 15,000) or showing suspicious signs, crypto transactions must be reported when they reach USD 1,000 or more (approx. VND 26 million). Providers must also retain extensive data, including transaction history, initiator and beneficiary details, login devices, IP addresses, and linked bank accounts,on servers located in Vietnam for at least 10 years.
These measures reflect the government’s effort to regulate crypto asset transactions using existing legal frameworks. However, this is a temporary approach during the five-year pilot period. After the pilot concludes, the government is expected to develop a dedicated legal framework tailored specifically for Crypto assets.
Opportunities Within the Guardrails
Resolution 05 marks a turning point for Vietnam, bringing crypto assets “into the light” and closing part of the regulatory gap that has existed for over a decade.
Rather than an outright ban or a laissez-faire approach, Vietnam is pursuing a policy of “permission with evaluation” – a cautious, selective, and phased stategy. The pilot program begins with a narrow scope and high entry requirements, leaving room for future adjustment depending on market performance and systemic risk.
This approach places Vietnam somewhere between China’s restrictive stance, the regulatory uncertainty in the United States over whether tokens are “securities” or “commodities,” and Europe’s more open, harmonized framework. Similar to Singapore and Thailand, Vietnam is starting with tight controls, including high capital thresholds, foreign ownership caps, and limits on domestic investor participation, but could gradually loosen or refine its rules over time.
Key open questions remain:
- Whether crypto assets will eventually be recognized as a means of payment or used for capital contribution.
- How regulators will differentiate between utility, payment, and security tokens to avoid legal overlap.
- Whether high entry requirements deter smaller innovators.
- How Vietnam will amend its AML Law to fully integrate crypto service providers as reporting entities.
The government retains authority to suspend or terminate the pilot if systemic risks emerge, underlining its cautious stance.
Vietnam’s government is walking a fine line between embracing innovation and safeguarding the domestic financial system from global volatility. At the same time, it is moving away from the outdated mindset of “ban what cannot be controlled”, and toward a structured, forward-looking regulatory framework. Importantly, Vietnam has now established a legal foundation that protects both Providers and investors. While the path forward may still be subject to debate and could deter some market participants, the fact that a regulatory framework exists is a major milestone.
With a market of over 100 million people, a progressive attitude toward crypto, and official recognition of blockchain’s irreversible growth, Vietnam remains a promising destination for investors.
Looking Ahead
Investors should view Resolution 05 as both a signal and a stress test. The framework creates legal certainty but imposes high entry barriers and strict compliance obligations. Market participants who are well-capitalized, technologically prepared, and ready to operate within a controlled environment will be best positioned to take advantage of this early-stage opportunity.
At Vieter, we see Resolution 05 as a turning point and a call for well-prepared investors to act strategically. With the right planning, compliance framework, and local partnerships, early movers can secure a strong foothold in Vietnam’s emerging crypto economy. Our team stands ready to guide you from licensing to operations so you can capture opportunities with confidence.
Rizwan Khan – Managing Partner – r.khan@Vieter.com
Hoang Vu – Supervisor – Licensing and Corporate Secretarial – hoang.vu@Vieter.com
Nguyen Thi Ngoc Thao – Assistant Manager – Licensing and Corporate Secretarial – ngocthao.nguyen@Vieter.com
Thao Nguyen – Senior Manager – Licensing and Corporate Secretarial – thao.nguyen@Vieter.com