Vietnam Introduces Licensing Regime for Cryptocurrency Exchanges

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Vietnam has introduced its first licensing regime for cryptocurrency exchanges under its new Resolution No. 05/2025/NQ-CP, establishing strict capital, ownership, and compliance requirements within a five-year pilot framework.

On September 9, 2025, the Government of Vietnam issued Resolution No. 05/2025/NQ-CP (“Resolution 5”) establishing for the first time a formal licensing regime for the provision of cryptocurrency exchange services.

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The move follows the passage of the Law on Digital Technology Industry in June 2025, which laid the groundwork for developing Vietnam’s digital economy. Together, these measures mark a decisive step in Vietnam’s effort to bring cryptocurrency trading and related activities into a regulated framework, strengthen oversight of digital financial markets, and align with international anti-money laundering and financial compliance standards.

Under Resolution 5, companies seeking to operate cryptocurrency exchanges in Vietnam must undergo a multi-step registration and licensing process. The procedure establishes strict capital, ownership, and compliance requirements, reflecting the government’s cautious but forward-looking approach toward digital assets.

In this article, we examine the regulatory context behind the new resolution, outline the licensing procedure and compliance requirements for crypto exchanges, and assess the opportunities and challenges it presents for foreign businesses and investors.

Regulatory context

The licensing framework for cryptocurrency exchanges under Resolution 5 does not emerge in isolation but is closely linked to Vietnam’s broader digital economy strategy. Its foundation lies in the Digital Technology Law, passed by the National Assembly in June 2025, which officially recognized digital assets as a legitimate category of property under the Civil Code. This legal recognition allows digital assets to be owned, transferred, inherited, and protected under civil rights, establishing a crucial legal foundation for the regulation of cryptocurrency activities.

The new resolution represents the government’s first step in translating this recognition into a controlled and supervised market framework. By launching a five-year sandbox regime for crypto assets, the framework provides detailed provisions for the licensing of service providers, issuance and trading of crypto assets, and participation of both domestic and foreign investors. This approach allows Vietnam to regulate the sector within a contained environment, giving policymakers room to adjust rules and close regulatory gaps as the market evolves.

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Oversight of the new framework is shared across several regulatory bodies. The Ministry of Finance (MOF) is the lead authority, working in coordination with the State Securities Commission (SSC), the State Bank of Vietnam (SBV), and the Ministry of Public Security (MPS). Each plays a specific role in reviewing licensing dossiers, ensuring compliance with capital and ownership requirements, and safeguarding cybersecurity and financial integrity standards.

The government’s policy objectives are clear. First, the licensing regime aims to strengthen investor protection, requiring exchanges to adopt robust processes for risk management, customer asset custody, and complaint resolution.

Second, it reinforces Vietnam’s commitment to anti-money laundering (AML) and counter-terrorist financing (CTF) compliance, ensuring that crypto markets cannot be exploited for illicit financial flows.

Third, it enables the controlled development of the crypto asset market, limiting foreign ownership while mandating high capital thresholds to ensure that only credible and well-capitalized institutions enter the sector.

Finally, by establishing a transparent regulatory framework, Vietnam is signaling its intent to align with Financial Action Task Force (FATF) standards, a move designed to improve its international reputation and support efforts to exit the FATF Grey List.

Definition of crypto assets in Vietnamese law

Resolution 5 formally defines crypto assets as a specific category of digital assets authenticated through encryption or similar digital technologies during their creation, issuance, storage, and transfer. Importantly, this definition excludes securities, fiat currency in digital form, and other financial instruments already covered under Vietnam’s civil and financial laws.

Such recognition marks a milestone: crypto assets now have a recognized legal status under Vietnamese law, which enables them to be owned, transferred, inherited, and protected as property.

Licensing procedure for cryptocurrency exchanges in Vietnam

The new resolution sets out a step-by-step licensing procedure that applies to enterprises seeking to operate cryptocurrency exchanges in Vietnam. The process reflecting the government’s dual objective of encouraging innovation while ensuring strong compliance with financial, includes the following steps:

Step 1: Initial dossier submission

Enterprises must first file an application with the State Securities Commission (SSC). The initial dossier must include an application form, the company’s business charter, enterprise registration documents, a full list of personnel, and detailed operational procedures covering trading, custody, and risk management systems.

Step 2: MOF review

The MOF will review the dossier for completeness and provide an official response within 20 working days. Incomplete or non-compliant applications will be returned with instructions for revision.

Step 3: Supplemental dossier submission

Within 12 months of receiving MOF’s confirmation, applicants must submit a supplemental dossier including:

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• A list of shareholders and proof of capital contributions, with a minimum charter capital of VND 10,000 billion (US$378 million);
• Documentation confirming that foreign ownership does not exceed 49 percent;
• A security appraisal conducted by the Ministry of Public Security (MPS);
• Proof of a registered headquarters in Vietnam; and
• Audited financial statements demonstrating solvency and operational capacity.

Step 4: Appraisal and license issuance

The MOF coordinates with the State Bank of Vietnam (SBV) and the MPS to appraise the application. If all requirements are satisfied, a license will be issued within 30 days.

Step 5: Post-licensing disclosures

Licensed exchanges are required to publish their operating license on the MOF website, their own enterprise website, and in national newspapers. They must also disclose key operational processes, ownership structures, and audited financials to ensure transparency for investors.

Step 6: Commencement of operations

Licensed exchanges must commence operations within 30 days of receiving their license. Failure to begin operations within this timeframe may result in revocation of the license.

Compliance and business requirements

To qualify for a cryptocurrency exchange license under the new resolution, enterprises must meet strict compliance and operational standards designed to safeguard financial stability and investor protection. These include:

• Capital requirements: Applicants are required to maintain a minimum charter capital of VND 10,000 billion (US$378 million). This high threshold serves as a market entry filter, ensuring that only enterprises with significant financial capacity and long-term commitment can participate;
• Ownership structure: Licensed exchanges must maintain a shareholder structure in which at least 65 percent of equity is held by institutional investors, such as banks, insurance companies, securities firms, or technology enterprises. Foreign shareholding is permitted but capped at 49 percent, reflecting the government’s cautious approach to foreign participation while prioritizing domestic financial institutions in market development;
• Personnel requirements: Key managerial and operational staff must demonstrate professional qualifications in both finance and information technology. This dual expertise requirement is designed to ensure that exchanges have the necessary technical and financial knowledge to manage complex trading systems securely and in compliance with regulatory standards;
• System security standards: Exchanges are required to obtain Level 4 certification, Vietnam’s highest recognized standard for information system security. This entails robust cybersecurity measures, including data encryption, intrusion detection, and continuity planning, in line with requirements overseen by the MPS; and
• Transaction currency: All offerings, issuances, and trading activities must be conducted exclusively in Vietnamese Dong (VND).

Opportunities for foreign businesses and investors

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The new resolution signals a fundamental change in how Vietnam engages with crypto assets, providing a structured framework where none previously existed. The government has chosen not to ban nor to allow unfettered activity, but instead to follow a phased, selective model of controlled permission. By combining a narrow pilot program with strict entry requirements, policymakers have built a system that can expand (or contract) depending on how the market evolves.

This approach positions Vietnam between global extremes. Whereas China has imposed comprehensive restrictions and the United States continues to grapple with regulatory fragmentation, Vietnam has provided legal clarity while preserving state oversight. Its framework bears some similarity to Southeast Asian peers such as Singapore and Thailand, which also began with tight guardrails before moving toward gradual liberalization.

That said, the pilot program raises unresolved issues. Key questions include whether crypto assets will eventually be permitted for payment or capital contributions, how regulators will distinguish between token categories to prevent legal conflicts, and whether high capital thresholds will inadvertently shut out smaller innovators. Another critical development will be the integration of crypto service providers into Vietnam’s anti-money laundering regime, ensuring compliance with FATF standards and supporting the country’s bid to exit the Grey List.

By reserving the right to suspend the program if systemic risks materialize, the government underscores its cautious stance. Yet, the introduction of a legal foundation represents progress: crypto is no longer treated as an unregulated grey area but as a sector subject to rules, rights, and protections. For investors, this balance of caution and recognition makes Vietnam an emerging but credible destination in the regional digital asset landscape.