On September 9, 2025, the Government issued Resolution No. 5/2025/NQ-CP on piloting the crypto-asset market in Vietnam. The Resolution takes effect from September 9, 2025, with a pilot period of 5 years, creating a legal framework for offering, issuing, trading and providing services related to crypto-assets within the scope of State control.
Executive Summary
- Area: offering/issuing, organizing trading markets, providing services, and state management of crypto assets.
- Principle: cautious, controlled, safe, transparent, effective; protect the legitimate rights of the participating parties.
- Pay: perform in Vietnamese Dong (VND).
- Tax: provisional like stock until further notice.
- Effective after pilot: continue to operate according to the Resolution until there is a replacement document.
Subjects and principles of market participation
- Applicable objects: organizations providing crypto-asset services; issuing organizations; Vietnamese and foreign organizations and individuals participating in investment/operations in the market according to the Resolution.
- Obligation to disclose information: accurate, honest, complete, timely; not misleading.
- Compliance with specialized laws: prevention of money laundering and terrorist financing; electronic transactions; network information security; network security; data protection...
Offering and Issuance of Crypto Assets
- Issuer: Vietnamese enterprise (LLC or joint stock company).
- Underlying assets: real assets, excluding securities and fiat money.
- Investor scope: only offer/issue to foreign investors; only transact between foreign investors through service providers licensed by the Ministry of Finance.
- Announcement of the Prospectus: at least 15 days before the offering/issuance, on the website of the service provider and the issuer (according to Form No. 01 attached to the Resolution).
Organizing trading markets, depositories and licensed services
- Open an account: Domestic investors holding crypto assets and foreign investors are allowed to open accounts at licensed service provider to deposit, buy, sell in Vietnam.
- 6 Months Forward: after 6 months since first service provider licensed, domestic investors transaction not through a licensed organization may be administrative penalty or criminal prosecution depending on the nature and severity of the violation.
- Service Catalog of the licensed organization:
- Organize the crypto asset trading market;
- Self-employed crypto assets;
- Depository crypto assets;
- Providing a publishing platform crypto assets
- Organize the crypto asset trading market;
- Trading principles: all crypto asset transactions must be done through a licensed organization.
Conditions for granting a License to an enterprise providing services to organize a crypto-asset market
Legal status & capital
- Vietnamese Business (LLC/joint stock), register appropriate business lines.
- Contributed charter capital minimum 10,000 billion VND, contribute in VND.
Shareholder/capital contributing member structure
- ≥ 65% charter capital held by the organization.
- Of which > 35% charter capital belongs to at least 02 organizations belonging to one or more groups: commercial banks, securities companies, fund management companies, insurance companies, technology enterprises.
- Conditions for capital contribution: legal entity; profitable business for 2 consecutive years; audited financial statements for 2 years with full approval.
- Ownership restriction: each organization/individual is only allowed to contribute capital to 01 licensed service provider; foreign ownership ratio ≤ 49% of charter capital.
Headquarters, facilities & technology
- Have offices, facilities, office equipment and technology systems suitable for service provision activities.
Key personnel & professional team
- General Director/Director: ≥ 02 years of experience in the operational department of an organization in the fields of finance, securities, banking, insurance, fund management.
- Chief Technology Officer (CTO): ≥ 05 years of IT experience in the above fields or at a technology enterprise.
- Information security personnel: ≥ 10 people with degrees/certificates meeting Article 50 of the Law on Network Information Security.
- Securities professional staff: ≥ 10 people with practice certificates.
Information technology systems & information security
- The IT system achieves Level 4 system security according to information security laws before operation.
Mandatory process system
Must be issued and operated minimum the following procedures:
- Risk Management & Information Security;
- Provide a platform for issuing crypto assets;
- Custody & management of customer assets;
- Transaction & Payment;
- Self-employed;
- Prevention of money laundering, terrorist financing, and proliferation of weapons of mass destruction;
- Information disclosure;
- Internal control;
- Transaction monitoring;
- Prevent conflicts of interest, resolve complaints & compensate customers.
Tax policy and payment method
- Tax: Cryptocurrency trading/transfer/trading is temporarily treated as securities until a separate tax policy is developed for the cryptocurrency market.
- Payment: all offerings, issuances, transactions, and payments of crypto assets in VND.
Effectiveness and post-pilot phase
- Validity: from 09/09/2025; 5 year pilot.
- After the pilot ends: market continue to operate according to the Resolution until legal regulation modify, supplement or replace.
Conclude
Resolution 5/2025/NQ-CP marks an important step forward in the controlled testing of the crypto-asset market in Vietnam. Enterprises planning to organize the market need to prepare financial capacity - technology - human resources - processes according to the above licensing conditions, while strictly complying with information disclosure and system security obligations.
