Resolution 05/2025/NQ-CP: Vietnam's Crypto Asset Market Program

On September 9, 2025, the Government issued Resolution 05/2025/NQ-CP on the pilot implementation of a crypto asset market in Vietnam. This Resolution takes effect from September 9, 2025. It stipulates the pilot implementation of offering and issuance of crypto assets, organization of crypto asset trading market, and provision of crypto asset services; state management of the crypto asset market in Vietnam. In the article below, Viet An Law will update notable provisions in Resolution 05/2025/NQ-CP: Vietnam’s crypto asset market program.

A crypto asset is defined as a type of digital asset.

According to Clause 2, Article 3 of Resolution 05/2025/NQ-CP: “Crypto asset is a type of digital asset that is authenticated by encryption technology or other similar digital technologies in the process of creation, issuance, storage, and transfer”. Crypto assets do not include securities, digital forms of fiat currency, and other financial assets as defined by civil and financial laws.

Thus, a crypto asset is a digital asset, represented in digital data form, created, issued, stored, transferred, and authenticated by digital technology in an electronic environment.

Currently, Clause 2, Article 47 of the Digital Technology Industry Law 2025 also states that crypto assets are a type of digital asset. The provisions in Clause 2, Article 3 of Resolution 05/2025/NQ-CP show consistency with the Digital Technology Industry Law 2025 regarding digital assets in general and digital crypto assets in particular.

Pilot implementation of the crypto asset market with a 5-year roadmap

Resolution 05/2025/NQ-CP: Vietnam’s crypto asset market program implements a pilot program for the crypto asset market in Vietnam starting September 9, 2025. According to Article 18 of Resolution 05/2025/NQ-CP, the pilot implementation period is 5 years from the effective date of the Resolution. After the pilot period concludes, the crypto asset market will continue to operate under this Resolution until there are amending or replacing legal provisions.

Accordingly, the pilot implementation of the crypto asset market must adhere to the following principles:

• The pilot implementation of the crypto-asset market is carried out on the principles of caution, control, a roadmap suitable for practice, safety, transparency, efficiency, and protection of the rights and legitimate interests of organizations and individuals participating in the crypto-asset market.
• Foreign investors participating in the crypto asset market in Vietnam must comply not only with Vietnamese law but also with the laws of their country of incorporation, operation, or nationality.
• Organizations and individuals participating in the crypto-asset market are responsible for ensuring the accuracy, honesty, completeness, timeliness, and non-misleadingness of published information; complying with regulations on issuance, trading, insider information, and the purposes of using crypto-assets.
• Organizations and individuals participating in the crypto-asset market must comply with relevant legal provisions on anti-money laundering, terrorist financing, financing of proliferation of weapons of mass destruction, electronic transactions, network information security, network security, data protection, to ensure security and safety in the crypto-asset market and other relevant specialized laws.
• Offering, issuance, trading, and payment of crypto assets must be made in Vietnamese Dong.
• Tax policies for transactions, transfers, and trading of crypto assets are applied as tax regulations for securities until there is a tax policy for the crypto asset market in Vietnam.

Regulations on offering and issuing crypto assets

Articles 5 and 6 of Resolution 05/2025/NQ-CP stipulate regulations on offering and issuing crypto assets as follows:

Organizations issuing crypto assets must be Vietnamese enterprises

Organizations issuing crypto assets must be Vietnamese enterprises in the form of limited liability or joint-stock companies under the Enterprise Law.

Crypto assets do not include securities or fiat currency

Crypto assets must be issued based on underlying assets that are real assets and do not include assets that are securities or fiat currency.

Crypto assets may only be offered or issued to foreign investors

• Crypto assets may only be offered or issued to foreign investors and traded among them through licensed organizations licensed by the Ministry of Finance.
• At least 15 days before the offering or issuance, the crypto asset issuer must disclose information about the Offering Prospectus and other relevant documents (if any) on the website of the crypto asset service provider and the issuer’s website.

Thus, Articles 5 and 6 of Resolution 05/2025/NQ-CP have established a strict legal framework for the offering and issuance of crypto assets in Vietnam, emphasizing control over issuing entities, the scope of eligible participants, and mechanisms for open and transparent information disclosure. This approach aims to mitigate market risks, prevent the misuse of crypto assets for illegal fundraising, and affirm the state’s policy of gradually piloting, managing, and developing the crypto asset market in a transparent, safe, and internationally compliant manner.

Only organizations licensed by the Ministry of Finance may conduct crypto asset-related services

Services and activities related to crypto assets

A crypto asset service provider, licensed by the Ministry of Finance to organize the crypto asset trading market, is an enterprise that performs and provides the following services and activities:

• Organizing the crypto asset trading market: This involves providing a platform or infrastructure system for exchanging information, aggregating buy/sell orders, trading crypto assets, and settling crypto asset transactions;
• Crypto asset trading: This refers to buying or selling crypto assets for the account of the crypto asset service provider itself;
• Crypto asset custody: This involves receiving, storing, preserving, and transferring crypto assets for clients, assisting clients in exercising rights related to the deposited crypto assets.
• Provide a platform for issuing crypto assets: This involves providing an electronic system for the offering and issuance of crypto assets.

Conditions for granting a license to organize the crypto asset trading market

Resolution 05/2025/NQ-CP on the pilot implementation of the crypto asset market in Vietnam from September 9, 2025, sets the conditions for obtaining a license to organize the crypto asset trading market in Article 8, specifically:

Legal status

• It is a Vietnamese enterprise in the form of a limited liability company or joint stock company in Vietnam.
• Register to do business in the industry and profession of providing services related to crypto assets.

The charter capital contribution

• Must be in Vietnamese Dong;
• The minimum contributed charter capital must be 10,000 billion Vietnamese Dong.

Shareholders and capital contributing members

• At least 65% of the charter capital must be contributed by shareholders and members who are organizations, of which over 35% of the charter capital must be contributed by at least 02 organizations, such as commercial banks, securities companies, fund management companies, insurance companies, and enterprises operating in the technology sector;
• Shareholders and capital contributing members that are organizations must have legal status and profitable business operations for 2 consecutive years prior to the year of application for a license; the financial statements of the 2 consecutive years before the year of application for a license must be audited, and the audit opinion must be an opinion of full approval.
• Organizations and individuals are only allowed to contribute capital to 01 organization providing crypto-asset services licensed by the Ministry of Finance;
• The total capital contribution and share purchase of foreign investors in crypto-asset service providers must not exceed 49% of the charter capital of the crypto-asset service provider.

Office and facilities

Have a working office, adequate facilities, techniques, equipment, office equipment, and technology systems suitable for providing crypto asset services.

Personnel

• The General Director (Director) has at least 02 years of experience working in the professional department of organizations in the fields of finance, securities, banking, insurance, or fund management;
• The Chief Technology Officer (or equivalent position) has at least 05 years of experience working in the information technology department of organizations in the fields of finance, securities, banking, insurance, fund management, or enterprises operating in the technology field;
• Have at least 10 employees working in the technology department with diplomas and training certificates in network information security, meeting the provisions of Article 50 of the Law on Network Information Security; have at least 10 employees with security practice certificates working in other professional departments.

Information technology system

• Must have business processes such as: the process of risk management, information security, issuance platform service provision process, custody process, customer asset management,…
• The information technology system of the Organization providing cryptographic asset services must meet the level 4 information technology system security standards.

Thus, the conditions for granting a license to organize the crypto asset trading market set specific requirements for capital, shareholder structure, personnel, technological infrastructure, and business processes. This regulation ensures that only enterprises with strong financial capacity, management, and technological capabilities can participate in the market. This approach not only helps prevent risks and protect investors but also contributes to establishing a transparent and stable crypto asset market under the close supervision of state management agencies, thereby gradually building trust and laying the foundation for sustainable future development.

Procedures for granting a license to organize the crypto asset trading market

Enterprises need to prepare a set of documents as per Article 9 of Resolution 05/2025/NQ-CP.

• The application dossier can be submitted and received directly at the State Securities Commission, sent via public postal services, through the National Public Service Portal, or via the administrative procedure settlement information system as prescribed by law.
• Within 30 days from the date the Ministry of Finance receives all documents, the Ministry of Finance will coordinate with the Ministry of Public Security and the State Bank of Vietnam to review the application and issue the license to organize the crypto asset trading market.
• Within 7 working days from the date the Ministry of Finance issues the license, the registered organization must publicly announce the official date of providing crypto asset services to investors on the Ministry of Finance’s website and in one electronic or print newspaper for three consecutive issues.
• Within 30 days from the date the Ministry of Finance issues the license, the registered organization must operate in accordance with the issued license.

Foreign investors must open dedicated accounts at Vietnamese banks for crypto asset transactions

Under Article 13 of Resolution 05/2025/NQ-CP, foreign investors must open dedicated VND accounts at authorized banks for transactions related to buying and selling crypto assets.

The dedicated VND account is for transactions such as:

• Receiving transfers from selling foreign currency to a licensed bank;
• Receiving transfers from the foreign investor’s VND payment account opened at a licensed bank;
• Proceeds from selling crypto assets;
• Interest earned on account balances as per legal regulations;…

Foreign investors are responsible before Vietnamese law for the authenticity, validity, and legality of the documents, information, and data provided to the licensed bank; and must truthfully and fully declare the transaction details related to buying and selling crypto assets in Vietnam.

It can be seen that the mandatory requirement for foreign investors to open dedicated VND accounts is not only to strictly manage cash flow, prevent money laundering, transfer pricing, and tax evasion, but also to contribute to the transparency of crypto asset transactions in Vietnam. This aims to build a safe, sustainable, and appropriate crypto asset market.

Above is the information on the issue of Resolution 05/2025/NQ-CP: Vietnam’s crypto asset market program. Clients who have related questions or need legal support, please contact Viet An Law Firm for the best support!