1. Legal Framework and Official Designation of Digital Assets

1.1. Legal Concept and Lawful Recognition of Digital Assets

 As of the current legal landscape, the Vietnamese legal system has officially recognized the legal status of Digital Assets. Specifically, the Law on Digital Technology Industry (Law No. 71/2025/QH15, effective January 1, 2026) provides a direct legal definition, establishing Digital Assets as a form of electronic data that possesses value and is transferable. In conjunction with Article 105 of the Civil Code 2015, Digital Assets are classified under the category of property rights.

Furthermore, the Government’s issuance of Resolution No. 05/2025/NQ-CP on piloting the crypto-asset market has established a direct regulatory framework for the issuance and centralized trading of Digital Assets. This legislative development permits legal entities, foreign investors, and individuals to lawfully engage in civil and international commercial transactions involving Digital Assets under the supervision of state regulatory authorities.

1.2. Classification of Digital Assets in Commercial and Civil Transactions

To accurately apply specialized legal norms, Digital Assets must be categorized based on their economic nature and functional utility within corporate and individual operations:

• Financial Digital Assets (Crypto-assets): This includes cryptocurrencies and asset-backed tokens regulated under Resolution 05/2025/NQ-CP. This category constitutes the primary subject matter in cross-border commercial transactions and foreign direct investment (FDI) activities within the financial technology sector in Vietnam.
• Corporate Digital Assets: This comprises customer databases, software source codes, commercial domain names, and monetized online accounts. These assets directly correlate with corporate law and intellectual property law, frequently serving as focal points in mergers and acquisitions (M&A).
• Personal Digital Assets: This includes personal cloud storage and electronic correspondence. The processing of this asset class is strictly governed by regulations on personal data protection during data collection and transfer procedures.

2. Establishing Inheritance Rights over Digital Assets

2.1. Legal Conditions for Digital Assets to Constitute an Estate

Pursuant to Article 612 of the Civil Code 2015, an estate comprises the deceased’s separate property and their portion in common property. For Digital Assets to be legally recognized as an inheritable estate, the claimant must fulfill the burden of proof under the Civil Procedure Code. Specifically, the involved parties must provide electronic evidence confirming the deceased’s exclusive control over the assets at the time of the opening of the inheritance. Such evidence includes private keys or account identification data verified by Virtual Asset Service Providers (VASPs). For foreign nationals residing in Vietnam, determining the estate must also adhere to private international law principles under Part Seven of the Civil Code 2015 to determine the applicable jurisdiction.

2.2. Application of Accounting Standards in the Valuation of Inherited Digital Assets

The valuation of Digital Assets at the time of opening the inheritance is currently executed in accordance with Circular No. 15/2026/TT-BTC of the Ministry of Finance (effective March 4, 2026), which dictates accounting principles for entities participating in the crypto-asset market. This legal framework establishes a transparent mechanism for calculating the value of Digital Assets based on transaction histories recorded at licensed exchanges. Judicial agencies and legal practitioners are authorized to rely on these accounting standards to extract financial reports, thereby precisely determining the total volume and fiat equivalent of the Digital Assets to calculate court fees and distribute inheritance portions.

3. Procedures for the Distribution and Transfer of Inherited Digital Assets

3.1. Distribution of Digital Assets via Wills and Intestacy

According to Article 624 of the Civil Code 2015, if the deceased leaves a lawful will disposing of Digital Assets, the distribution must strictly follow the testator’s intent. The testamentary document must explicitly identify the Digital Assets, the custody address, and the mechanism for transferring access rights. In the absence of a will or if the will is deemed invalid, Digital Assets are distributed according to the statutory rules of intestate succession under Article 651 of the Civil Code 2015. Co-heirs must mutually agree on the ownership ratio or proceed to liquidate the Digital Assets through licensed custodial institutions to distribute the fiat currency equivalent.

3.2. Application of Electronic Notarization for Digital Asset Distribution Agreements

The Notary Law 2024 (Law No. 46/2024/QH15) and Decree 104/2025/ND-CP have formally established the regime of electronic notarization. This provision authorizes Notaries Public to verify technical data and certify agreements on the distribution of inherited Digital Assets entirely in an online environment. Co-heirs, whether residing in Vietnam or abroad, may utilize digital signatures to execute the transaction. An electronically notarized agreement regarding Digital Assets holds absolute legal validity and serves as the binding instrument to compel custodial institutions to transfer ownership rights.

4. Property Rights and Data Access Limitations regarding Digital Assets

4.1. Obligations of Digital Asset Service Providers in Transferring Ownership

 Digital Asset Service Providers operating under the framework of Resolution 05/2025/NQ-CP are obligated to comply with Vietnamese civil law when resolving user rights. When a lawful heir presents an electronically notarized inheritance agreement or a legally effective court judgment, the service provider must execute Know Your Customer (KYC) procedures for the inheritor and process the transfer of control over the Digital Assets. Providers cannot invoke internal Terms of Service (ToS) to evade this legal obligation.

4.2. Legal Conflicts between Digital Asset Disposition and Personal Data Protection

Pursuant to Decree 13/2023/ND-CP on personal data protection, the communications and personal data of citizens are strictly safeguarded. When an estate consists of Digital Assets containing private information (e.g., correspondence, contact lists), custodial institutions must implement data compartmentalization solutions. This procedure requires separating the Digital Assets holding economic value (e.g., account balances, smart contract ownership) for transfer to the heir, while permanently sealing the personal data segment to ensure absolute respect for the deceased’s privacy rights.

5. Privacy Maintenance and Digital Asset Protection in Divorce Proceedings

5.1. Establishing the Marital Property Regime for Digital Assets

Under Article 33 of the Law on Marriage and Family 2014, all property and income generated from labor, production, or business activities during the marriage constitute common marital property. Digital Assets created or income derived from Digital Asset investments during this period fall within this common property mass. In divorce cases involving foreign elements or expatriates, tracing the funds used to acquire Digital Assets is the decisive factor. The Court has the jurisdiction to apply Circular 15/2026/TT-BTC to compel crypto-asset market participants to submit accounting records and transaction histories, thereby preventing the concealment or dispersion of Digital Assets to jurisdictions outside Vietnamese legal reach.

5.2. Procedural Measures for Digital Asset Confidentiality at the Court

During divorce proceedings, submitting evidence related to Digital Assets (including passwords, client databases, and source codes) carries the high risk of infringing upon the corporate trade secrets of the involved business owners. To ensure confidentiality, litigants must exercise their right to request the Court to conduct closed hearings in accordance with Article 15 of the Civil Procedure Code 2015. Concurrently, filing a petition for the Court to apply provisional emergency measures (specifically to freeze trading accounts, prohibit identifier modifications, or ban the transfer of Digital Assets) is a mandatory procedural step to preserve the integrity of the assets prior to the final judgment.

6. Digital Asset Risk Management Solutions for Businesses and Individuals

6.1. Establishing Secure Custody Infrastructure and Digital Asset Succession Plans

Legal entities and investors holding large-scale Digital Asset portfolios must implement specialized risk management mechanisms. Rather than centralizing control within a single legal representative, enterprises must utilize multi-signature wallet technology, which necessitates transaction authentication from multiple independent authorized parties (e.g., the board of directors, custodial partners, or legal counsel). This mechanism mitigates the risk of total corporate Digital Asset loss should the primary key holder lose civil act capacity or pass away unexpectedly.

6.2. Prenuptial Agreements and Corporate Governance of Digital Assets

For shareholders, business owners, and foreign investors, strictly separating personal Digital Assets from corporate Digital Assets is a mandatory governance principle. Within the realm of family law, individuals possessing high-value Digital Assets must establish a marital property agreement prior to marriage (a prenuptial agreement) through lawful electronic notarization. This document functions to designate separate ownership rights over specific Digital Assets, ensuring that the asset division process during a potential divorce adheres strictly to the agreed framework, thereby protecting the continuous business operations of any related corporate entities.

7. Future Enforcement Challenges for the Digital Asset Market

7.1. Jurisdictional Conflicts over Cross-Border Digital Asset Storage

Although the domestic legal system has designated and regulated Digital Assets, the most significant enforcement challenge stems from the decentralized and cross-border nature of this subject matter. Similar to the principles of resolving conflicts of law in international treaties, determining the competent jurisdiction over Digital Assets stored on foreign servers is highly complex. When inheritance or divorce disputes arise, international Digital Asset service providers tend to refuse enforcement of Vietnamese Court judgments absent compatible bilateral mutual legal assistance treaties.

7.2. Perfecting Tax Administration and Judgment Execution Mechanisms for Digital Asset Transactions

 The deployment of the crypto-asset market requires the Ministry of Finance and the General Department of Taxation to issue detailed guidelines on the declaration and payment obligations for corporate and personal income tax regarding investment capital flowing into Digital Assets, particularly transactions involving foreign investors. Simultaneously, civil judgment execution procedures must codify the processes for the coercion, seizure, valuation, and auction of Digital Assets. These mechanisms must ensure synchronized coordination among enforcement agencies, credit institutions, and VASPs to thoroughly execute judicial decisions, protect the lawful rights of citizens and legal entities, and maintain economic order within the digital commerce environment.

8. Conclusion

The integration of Digital Assets into the Vietnamese legal framework marks a critical advancement in civil and commercial jurisprudence. While the Law on Digital Technology Industry 2025 and subsequent financial regulations provide a robust foundation for the valuation, notarization, and transfer of these assets, the intangible and borderless nature of Digital Assets continues to pose distinct procedural challenges in inheritance and divorce cases. For corporations and high-net-worth individuals, reliance on statutory default rules is insufficient. Proactive legal planning—encompassing meticulous corporate governance, multi-signature custody protocols, and electronically notarized prenuptial and testamentary agreements—is an absolute necessity. By addressing these legal prerequisites comprehensively, stakeholders can effectively mitigate cross-border jurisdictional risks, ensure uninterrupted business continuity, and secure their digital wealth against unforeseen legal disputes.

HARLEY MILLER LAW FIRM

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