1. Legal Basis (Reference)

Investment and provision of crypto asset exchange services in Vietnam is a completely new business sector, strictly regulated by an inter-agency legal framework. To legally establish and operate, enterprises must comply with the following system of legal documents:

• Law on Digital Technology Industry (Law No. 71/2025/QH15): Officially effective from January 1st of this year, this is the foundational law that first defines and recognizes crypto assets as property governed by the Civil Code, establishing the supreme legal corridor to protect investors and state management over digital assets.
• Resolution No. 05/2025/NQ-CP: Issued by the Government on September 9th, this establishes a pilot mechanism for operating the crypto asset market for 5 years, clearly stipulating market principles, limits, and licensing conditions for service providers.
• Decision No. 96/QD-BTC: Issued by the Ministry of Finance on January 20th, officially announcing new administrative procedures related to the issuance, amendment, supplement, and revocation of Licenses to provide crypto asset exchange services.
• Law on Anti-Money Laundering (AML) and guiding documents: Stipulates mandatory standards on Know Your Customer (KYC), Suspicious Transaction Reports (STR), and Counter-Terrorism Financing (CTF) applied directly to trading platforms.
• Law on Enterprises and Law on Investment: Governs issues of legal entity status, capital structure, internal corporate governance, and market access barriers/conditions for foreign investors.
• Regulations on cybersecurity and information safety: Requires trading platforms to apply the highest level of database security standards to protect personal information and customers’ custodial assets.

2. General Conditions for investing in Crypto Asset Exchange Services(Reference Framework)

Establishing a crypto asset exchange requires enterprises to meet extremely strict standards set by the Government and the Ministry of Finance to ensure the safety of the national financial system. Below are the critical conditions:

2.1. Legal Status and Ownership Structure

The applying enterprise must be legally established in Vietnam as a Limited Liability Company (LLC) or a Joint Stock Company (JSC). Regarding the shareholder structure, the law sets very strict ratio limits according to Decision No. 96/QD-BTC:

• Institutional ownership ratio: A minimum of 65% of the charter capital must be contributed by institutions. Notably, these contributing institutions must prove profitable business operations for the 2 consecutive years preceding the application year.
• Participation of financial/technology institutions: Over 35% of the charter capital must be held by at least 02 institutions belonging to the following groups: Commercial banks, Securities companies, Fund management companies, Insurance enterprises, or Technology enterprises.

2.2. Capital and Financial Capacity

 Enterprises must demonstrate outstanding financial capacity to ensure solvency and system maintenance.

• Minimum charter capital: Required at 10,000 billion VND.
• Proof of capital: This capital source must be transparently proven through audited financial statements and bank confirmations.

2.3. Technology and Security Systems

The IT infrastructure architecture serving transactions must comply with the strictest technical standards.

• Security standard: Must achieve Level 4 cybersecurity standards.
• System requirements: Must include anti-tampering log storage, secure cryptographic key management, Disaster Recovery/Business Continuity Planning (DR/BCP), and continuous transaction monitoring capabilities.

2.4. Standards for Crypto Assets and Payment Mechanisms

The pilot market applies strict limits to prevent money laundering and regulatory circumvention:

• Asset backing: Issued and traded crypto assets must be backed by real-world assets. Issuing crypto assets as securities or fiat money is strictly prohibited. Stablecoins (e.g., USDT) are strictly banned from trading.
• Participants – Primary Market (Offering/Issuance): Crypto assets can only be exclusively offered and issued to foreign investors.
• Participants – Secondary Market (Trading): Both foreign and domestic investors can open accounts and trade. Notably, 06 months after the first entity is licensed, all crypto transactions by domestic investors must be executed through these official platforms to avoid legal violations.
• Payment currency: All offering, trading, and clearing transactions must be executed in Vietnamese Dong (VND). Foreign investors must open a VND payment account at a licensed commercial bank in Vietnam to control cash inflows and outflows.

2.5. Risk Management & Compliance

 The system must integrate international-standard KYC and AML/CTF processes. The platform must establish a mechanism to manage conflicts of interest, protect consumers by segregating customers’ custodial assets from the exchange’s proprietary assets, maintain transparent fee schedules, and have clear complaint-handling procedures.

2.6. Application Suggestions for Vietnamese vs. FDI Enterprises Investing in Crypto Asset Exchange Services

2.6.1. For Vietnamese Enterprises

• Registration dossier: Focus on accurately registering the business line code for crypto asset market organization services per Decision No. 96/QD-BTC. Carefully review the shareholder structure and the identity of the Ultimate Beneficial Owner (UBO) to avoid cross-violations.
• Financial capacity: The dossier should emphasize explaining the lawful capital source reaching 10,000 billion VND, accompanied by bank statements and escrow confirmation letters.
• Key personnel: Prioritize establishing and appointing leadership positions in charge of compliance (AML/CTF) and information security right from the start (requires professional certificates in securities and cybersecurity).

2.6.2. For FDI Enterprises (Foreign Investors)

• Ownership limits: Foreign investors face strict market access barriers. The total combined capital contribution or shareholding ratio of all foreign investors in a service-providing enterprise must not exceed 49% of the charter capital.
• Participation limits: Under anti-monopoly regulations, each foreign individual or organization is only allowed to contribute capital to a single crypto asset service enterprise licensed by the Ministry of Finance.
• Document validity: Legal documents of foreign investors (business registration certificates, charters, financial statements) must undergo consular legalization (or Apostille certification) and be translated and notarized into Vietnamese.
• Cross-border compliance system: FDI enterprises must prepare a “defense system” clarifying the responsibility structure. It is necessary to clarify where the IT system is located and the policies on cross-border storage and transfer of personal data, ensuring the appraising agency can easily cross-check against Vietnamese standards.

3. Licensing Dossier Components for Investing in Crypto Asset Exchange Services

Based on the procedural sequence issued with Decision No. 96/QD-BTC, the application dossier for a Service Provision License includes the following mandatory categories:

• Application form: Use the official template issued with the guiding documents of the Ministry of Finance.
• Operation scheme / Business plan: Detailed description of the trading market organization method (automated order matching, direct agreement), portfolio of products and services, policies to attract target customer segments, projected revenue, expenses, and capital utilization plan.
• Enterprise legal documents: Includes the Enterprise Registration Certificate (ERC), a copy of the latest Company Charter, and the Member/Shareholder List (clearly demonstrating the structure of min 65% institutional capital, over 35% from at least 02 financial/tech institutions with 2-year profitability proof, and max 49% foreign ownership limit), along with UBO proof.
• Financial capacity: The most recent annual financial statements audited by an independent auditing firm; confirmation documents of the capital contribution balance from credit institutions proving the charter capital meets the 10,000 billion VND minimum.
• Key personnel: CVs, copy of degrees, securities practicing certificates, cybersecurity expert certifications of the senior management team; Criminal records; Appointment decisions, and job descriptions.
• IT & InfoSec documents: Diagram detailing system architecture and data flow; assessment dossier and certification of Level 4 safety standards; policies on security, encryption, and custodial key management; DR/BCP plan; penetration testing (pentest) report from an independent testing unit.
• Compliance policies: KYC processes, risk classification mechanism; AML/CTF processes (especially automated monitoring and STR mechanisms); International sanctions screening process; Regulations on record-keeping and personal data protection.
• Market operation regulations: Standards for reviewing and listing crypto assets; regulations forcing all payment transactions through VND; mechanisms to prevent and monitor market manipulation and insider trading; periodic market information disclosure mechanisms.
• Standard contracts & Customer documents: Draft Terms of Service (ToS), applicable fee policies, complaint handling and dispute resolution policies, and investor protection commitments.

4. Administrative Procedures

The review and licensing process operates under a strict risk control mechanism through the following steps:

• Step 1 – Preparation and submission: The enterprise proactively reviews the consistency between its dossier and statutory standards. The dossier is submitted to the Ministry of Finance (the agency officially opening for submissions from January 20th).
• Step 2 – Receipt and completeness check: The Ministry of Finance checks the validity of the incoming dossier. If omissions or false information are found, the management agency will issue a written request for the enterprise to explain, supplement, or amend the dossier.
• Step 3 – Inter-agency specialized appraisal: The Ministry of Finance, as the presiding agency, closely coordinates with the State Bank and the Ministry of Public Security (regarding AML and cybersecurity) for a comprehensive assessment. This includes legal and financial structure appraisal, practical evaluation of IT infrastructure (Level 4 standards), and compliance mechanisms. Authorities may request a live system demo or conduct on-site inspections. Note: The pilot program is limited; the State is expected to approve and license a maximum of 5 enterprises meeting the highest standards.
• Step 4 – Licensing decision: Based on the inter-agency appraisal results, the Ministry of Finance will issue a Decision granting the Crypto Asset Market Organization License or issue a refusal letter clearly stating the reasons.
• Step 5 – Post-licensing obligations: Enterprises must comply with periodic information reporting and conduct independent system audits. Any significant changes regarding senior personnel, foreign shareholder structure, or core trading infrastructure must be reported and approved in advance.

5. Templates & Practical Notes

• Create a compliance matrix: The lengthy and complex appraisal process requires enterprises to prepare a detailed cross-reference between each statutory condition (especially VND payment requirements and foreign customer limits) and the corresponding proof documents.
• Standardize internal policy systems: KYC, AML, info-security, and risk contingency processes cannot just exist on paper; they must be programmed directly into the operational logic of the software platform. The system is mandatorily required to record and store the entire audit trail with absolute integrity.
• Temporary tax and accounting policies: While waiting for specialized tax guidelines for the crypto market, crypto asset transfer transactions will temporarily be subject to tax management policies similar to securities. Accordingly, individuals and organizations will be subject to a 0.1% tax rate calculated on the total value of the crypto transfer transaction. The platform needs an automated deduction system for this tax.
• Dispute resolution mechanism: All violations and disputes arising during participation in the crypto market in Vietnam must be resolved through negotiation, mediation, commercial arbitration, or at competent Vietnamese Courts.
• Criminal handling sanctions: Organizing crypto trading without a license from the Ministry of Finance, or any violations regarding participant limits and payment currencies, will result in administrative sanctions or even criminal prosecution.

This article is for informational purposes only and does not replace professional legal advice. For support tailored to your situation, please contact a lawyer or legal professional.

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