Digital asset regulation and tokenization in Vietnam

A business issuing an asset-backed token in Vietnam must distinguish legal recognition of digital assets from access to the market pilot. The law recognises property categories, while Resolution 05/2025 determines who may issue, to whom and through which providers.

The pilot’s structure directly shapes the business: covered new issuances target foreign investors and providers face specific capital and ownership requirements. Identifying assets, buyers and partners therefore comes before selecting a network or designing distribution.

What the law recognises and what the pilot permits

The Law on Digital Technology Industry 71/2025/QH15, effective from 1 January 2026, recognises digital assets and distinguishes virtual assets and crypto-assets. Articles 46 to 48 connect property recognition with regulation of activities, rights, security and supervision. They do not turn every token into a security or automatically authorise an exchange.

Resolution 05/2025/NQ-CP establishes a five-year pilot from 9 September 2025 covering issuance, trading, custody and related services. Its crypto-asset category excludes securities, digital forms of fiat currency and other regulated financial assets. The applicable product regime must be determined before designing the offering.

Which authorities grant and process permissions

The Ministry of Finance grants licences and coordinates supervision. Decision 96/QD-BTC of January 2026 sets out granting, amendment and revocation procedures, with the State Securities Commission acting as the procedural focal point. Assessment involves the central bank and Ministry of Public Security within their respective responsibilities.

The pilot provides for selecting up to five providers. That selection limit does not establish that five authorised operators exist. Individual decisions, permitted services and published commencement dates must be checked. The central bank also has responsibilities for anti-money laundering and dedicated bank accounts used by foreign investors for VND transactions.

Which capital and ownership structure providers need

Article 8 of the Resolution requires a Vietnamese enterprise, at least VND 10 trillion in paid-up capital and a specified ownership structure. Organisations must contribute at least 65%; more than 35% must come from two or more entities in eligible categories. Aggregate foreign ownership cannot exceed 49%.

Decision 96 provides for phased assessment of corporate documentation, shareholders, financial resources, personnel, premises and technology security. Acceptance or an initial response does not constitute the final licence. Applicants must also demonstrate custody, trading, conflict and complaint procedures; review periods depend on complete submission of the required documents.

What may be issued and which rights foreign investors acquire

Articles 5 and 6 of the pilot permit Vietnamese enterprises to issue tokens backed by real assets, excluding securities and fiat currency. These may only be offered to foreign investors and traded between them through authorised providers. The prospectus must be published at least fifteen days beforehand. This does not open every asset-backed issuance to domestic investors.

Article 14 requires issuers to fulfil disclosed commitments and respect foreign ownership restrictions on underlying assets. Documentation must identify the right, holder and enforcement mechanism. Economic backing does not itself establish direct ownership: transferring a token does not dispense with civil, corporate or registration requirements governing the represented asset.

Which controls and sanctions affect operations

Article 15 of the pilot requires identification, segregation of funds and assets, transaction monitoring, security and financial disclosure. Outsourcing does not remove provider responsibility. Circular 15/2026 develops accounting for participants; separate accounting and insolvency protection require analysis without promising full recovery from every loss.

Decree 284/2026 applies administrative sanctions from 1 September 2026. It does not itself start the Article 7.2 period: the Ministry of Finance reiterates that the domestic investor six-month period runs from the first licence. September's additional reporting proposals must be distinguished from existing obligations.

What to check before structuring an issuance under the pilot

First establish that the asset and issuance fall within the applicable pilot provisions. Define the foreign investor’s right, underlying ownership and any foreign ownership limits. The prospectus, custody and enforcement arrangements must explain how commitments to purchasers will be fulfilled.

When selecting a provider, examine its individual licence and services, not the programme’s maximum number of participants. Separate pilot commencement, sanctions commencement and the event triggering domestic investor transition in the timetable. The project needs evidence of each before setting dates or accepting customers.

To understand how this framework applies to your project, discuss your case with our team.