Over the past two years, Vietnam’s legal and policy framework for blockchain and digital assets has made significant progress: from being virtually unregulated, it has now been officially mentioned in many documents. These orientations go hand in hand with the digital technology industry and innovation, creating a foundation for testing and practical implementation. In that picture, RWA—a layer of applications based on blockchain infrastructure—will be regulated by the new regulatory framework, thereby inheriting the momentum and development advantages from digital technology policy.
Current legal framework: key pillars
Law on Digital Technology Industry: was passed and will take effect from January 1, 2026. The Law defines digital assets (associated with blockchain technology) for the first time and identifies them as “property” under the Civil Code, giving digital assets the same legal status as traditional assets and taking them out of the “gray zone” of management, while complying with specialized laws (banking, securities, tax, anti-money laundering, etc.). Digital assets will be in a new regulatory orbit, gradually perfected through detailed guidance documents of the Law.
Civil Code 2015 Regulations on assets include money, objects, valuable papers and property rights. When digital assets are not tangible "objects", it can be seen that the application of new regulations will need to clarify issues such as how assets are identified and defined (standards, identification codes, accompanying data); how ownership/control is established (private keys, custody mechanisms); time and conditions of transfer when transactions take place on digital infrastructure...
Law on Electronic Transactions 2023 affirms the legal value of data, data messages, electronic records and electronic contracts. This opens up the possibility of organizing the recording, signing and storage process completely online, meeting technical standards, identification, authentication and storage according to law.
Sandbox testing mechanism, mentioned in Resolution 222/2025/QH15 of the National Assembly on the International Financial Center and Resolution No. 55/2024/NQ-HDND of Da Nang City on the sandbox mechanism. Resolution 222 allows the application of a "controlled experimental financial policy" to pilot new models/technologies within the center, under the supervision of the executive agency, and at the same time, Da Nang also encourages licensing new technology testing in the city's innovation zones. This mechanism creates a testing space limited in scope, time, subjects and risk management measures. Enterprises can reduce risks when licensed for testing, co-design compliance standards (KYC/AML, custody, reporting) with the management agency, and optimize testing costs. The RWA sector digitizing property rights has great potential to register for the sandbox and early verification of technical mechanisms, to pass the “testing round”, ready for official application when licensed.
Opportunities and notes for businesses
Want to sandbox RWA field, should know the principles classify the nature of rights correctly that businesses want to digitize:
- Benefits associated with goods or services (for example, goods that can be stored, revenue from service contracts, etc.) are clear, specific, and can most likely be represented by electronic records, if there are documents proving origin, ownership, and a transparent reconciliation mechanism.
- Securities rights (for example, the capital contribution of debt claims related to capital ...) may fall within the scope of regulation of securities law and specialized financial regulations.
- Rights and assets are only transferable in limited ways. (e.g., land use rights according to specialized regulations, public assets, etc.) are not suitable for digitization as widely traded rights.
Businesses should avoid an approach that “simulates” ownership in a way that could conflict with existing regulations; instead, if there is a need to digitize, they should focus on records management processes, tracking obligations or legitimate financial interests, after having obtained full guidance and licensing from the competent authorities.
Roadmap Outline of an RWA Project
If businesses are planning to apply for a sandbox for their RWA project, they can aim for a roadmap following the “demonstrate – transparency – control” principle:
Step 1 – Determine the legal basis of the property/rights
Collect and systematize documents proving ownership/exploitation rights; review transfer conditions; determine valid business lines and scope.
Step 2 – Standardize the economic model & rights and obligations mechanism
Explain the nature of the digitized rights; determine the distribution method and limit the transferee according to specialized regulations (if any).
Step 3 – Valuation, custody and inspection
Select appropriate valuation methods (referring to IFRS/GAAP where necessary); establish warehousing/custody mechanisms and physical-digital reconciliation (proof-of-reserve/periodic review).
Step 4 – Technical architecture and data compliance
Design electronic record systems, electronic contracts, identification - authentication, security and storage according to the Law on Electronic Transactions and other relevant regulations; establish incident handling procedures.
Step 5 – KYC/AML and risk management
Apply customer identification, risk screening, anti-money laundering and suspicious transaction reporting processes according to current standards; decentralization and internal control.
Step 6 – Information disclosure & complaint mechanism – dispute resolution
Develop a set of public documents, risk warnings, exemption clauses; complaint reception and handling procedures; prepare a dispute resolution plan if any arise.
Step 7 – Submit application for participation in the testing mechanism (if applicable)
When there are no detailed regulations for a new technology model, businesses can submit an application for a trial license according to the instructions of the management agency, with clear scope - time limit - evaluation criteria.
Conclusion: Legal compliance, prioritizing standards and transparency
Context Vietnam is gradually perfecting the legal framework for blockchain and digital assets in general. The testing mechanism (when applied) helps businesses have a controlled testing space, but does not replace compliance obligations.
Enterprises should follow the principle: law as the framework, data as the standard, technology as the tool. We are ready to accompany enterprises in operating technology at each time according to the legal framework, in order to build safe - transparent - verifiable models.
This series of articles is for sharing knowledge and information, not for investment recommendations or financial product offerings, not for legal analysis or predictions, but focuses on sharing about technology, economics, and investment. The contents referring to regulations, if any, will be written based on existing legal principles, the parts without detailed regulations will be explained and mentioned based on experience in countries that have implemented them in practice. Readers need to proactively read and understand the current policies and legal framework of Vietnam through official documents; at the same time, need to comply with the current legal framework and only operate when specifically licensed, cautiously and responsibly towards the State, community, and society.
Eric Vuong
Chairman of BOD
HVA Investment Joint Stock Company
