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Vietnam starts taking crypto-exchange license applications (Jan 2026): what changed and what investors should watch

Vietnam has formally opened applications to license “crypto asset trading market services” under a five-year pilot regime. The key operational trigger was Ministry of Finance (MOF) Decision No. 96/QĐ-BTC dated Jan 20, 2026, which launched administrative procedures to issue, amend, and revoke licenses for crypto asset trading platforms.

This matters because Vietnam is moving from a long “gray zone” to a gated, supervised market—but with very high entry thresholds and a structure that strongly favors large domestic financial/tech groups and joint ventures.

1) The legal backbone (what the pilot actually is)

Resolution 05/2025/NQ-CP (effective Sep 9, 2025)

Vietnam’s government created the pilot program via Resolution 05/2025/NQ-CP. It defines:

• Digital assets and crypto assets (crypto assets are a type of digital asset, and do not include securities or digital fiat).
   
• Permitted services during the pilot, including:
   
  • Organizing a crypto asset trading market (exchange/platform function)
     
  • Proprietary trading (for the service provider itself)
     
  • Custody
     
  • Providing a platform for issuance
     
• Operating principles: prudence, control, investor protection, and strong compliance (AML/CFT, cybersecurity, data protection, etc.).
   
• VND-only trading/settlement: offering, trading, and settlement must be conducted in Vietnamese dong (VND).
   
• Tax interim rule: until specific crypto tax rules exist, tax policies follow securities-tax principles.
   
• Duration: pilot runs 5 years from the effective date; after that, the market can continue under the Resolution until replaced by new laws.
   

2) Who regulates what (practical reality)

• MOF is the lead for licensing crypto asset trading market services (this is not an SBV “payments license”).
   
• Licensing is described as coordinated with Ministry of Public Security (MPS) and the State Bank of Vietnam (SBV) in a two-stage process.
   

3) The licensing pathway (how a company applies, step-by-step)

Vietnam’s process is best understood as: Stage 1 screening → Stage 2 build/verify → final license → go-live obligations.

Stage 1 — Preliminary application (screening)

• Submit a basic dossier to MOF.
   
• Validity review within 20 days.
   
• Typical Stage 1 documents include: application form + charter, enterprise registration, personnel list/profiles/contracts, and internal operational procedures.
   

If Stage 1 is accepted, MOF issues written confirmation allowing the applicant to proceed.

Stage 2 — Complete the “hard requirements” (up to 12 months)

Once Stage 1 is confirmed valid, the applicant has up to 12 months to complete the remaining documentation, including:

• Proof of capital contribution (in VND)
   
• Level-4 information security assessment (MPS-related appraisal path)
   

Stage 2 dossier elements called out include: shareholders/capital contributors, facilities/office evidence, MPS assessment report on Level-4 security, and latest audited financial statements.

Decision timing once dossier is complete

• Authorities issue a decision within 30 days after the dossier is complete.
   

Post-license obligations (easy to miss)

• Public disclosure within 7 working days after receiving the license.
   
• Commence operations within 30 days, or risk revocation.
   

4) Core eligibility requirements (what filters out most applicants)

A) Capital and ownership:

• Press reporting on the pilot rules describes a minimum paid-in capital of VND 10 trillion (~US$380m) and institution-heavy ownership requirements (e.g., minimum institutional shareholding and participation by multiple institutions).
   
• A leading Vietnam law firm analysis flags:
   
  • Minimum charter capital VND 10,000 billion
     
  • Foreign ownership cap of 49% (practically shaping JV structures)
     

B) Cybersecurity: Level-4 information system security

Applicants need an IT system meeting Level-4 information security standards (very stringent, multi-agency appraisal).

C) Personnel requirements (governance capability)

A practitioner summary of the pilot highlights requirements such as:

• General Director: 2+ years in finance/securities/banking
   
• CTO: 5+ years FinTech experience
   
• Staffing: minimum certified IT security and securities-practice personnel for operations/risk functions
   

5) CEX vs DEX: what’s realistically licensable?

Centralized exchanges (CEX)

The pilot framework, especially the institutional ownership + capital + custody + security design, is most aligned with CEX-style platforms.

Decentralized exchanges (DEX)

There isn’t a clean “DEX license category” described in the mainstream summaries of the pilot procedures. Practically:

• The regime assumes a licensed enterprise is responsible for market organization, compliance, settlement in VND, security controls, and disclosures.
   
• “DEX-only” models with no controlling operator struggle with the accountability expectations embedded in the pilot (AML/security/consumer protection).
   

Bottom line: DEX exposure in Vietnam will likely route through licensed, controlled interfaces (e.g., compliant broker/market operator layer) rather than pure protocol-native operations.

6) Issuance and “what can be traded” (constraints investors should note)

Resolution 05/2025/NQ-CP is not a blanket legalization of everything crypto. Key constraints include:

• Issuers must be Vietnamese enterprises (LLC or JSC).
   
• Issued crypto assets must be based on underlying real assets (and exclude securities/fiat).
   
• Trading/settlement in VND only.
   

7) Payments are still a red line

Vietnam has long maintained that bitcoin/virtual currencies are not legal tender and are not a permitted means of payment. The pilot is about regulated trading/market services, not day-to-day payment legalization.

8) Tax, capital controls, and remittances (what US/international investors care about)

A) Tax: “treated like securities” until new rules exist

Resolution 05 says crypto market taxation follows securities tax rules until a dedicated crypto tax framework is issued.

For context on securities-style taxation often referenced for Vietnam:

• PwC’s Vietnam tax summaries show sale of shares taxed at 0.1% of sales proceeds for individuals (illustrative of the “gross proceeds” approach).
   

Investor implication: early-stage tax outcomes may look more like transaction/proceeds-based taxation than classic “net capital gains” systems—unless Vietnam later changes direction via specific crypto tax rules.

B) Capital controls and FX conversion

Because trading/settlement is in VND, foreign investors typically need compliant pathways for:

• funding the local entity/JV,
   
• converting FX into VND per banking rules,
   
• and later distributing dividends/fees.
   

General guidance for foreign investor profit remittance in Vietnam emphasizes documentation, compliance, and regulated banking channels.

C) Profit repatriation mechanics (typical approaches)

Foreign investors commonly repatriate via:

• dividends (after tax finalization and required filings),
   
• service/management fees (subject to tax treatment),
   
• or other permitted cross-border payments—depending on structure and treaty positioning.
   

(Exact feasibility depends on the final licensing conditions, foreign ownership caps, and how regulators treat technology/service agreements in this sector.)

9) Timelines: what to expect in practice

A realistic “critical path” for an applicant looks like:

1. Stage 1 submission → ~20 days for validity confirmation
    
2. Up to 12 months to finalize capital contribution + Level-4 security appraisal + full dossier
    
3. Once complete: ~30 days for decision
    
4. After license: disclose in 7 working days; commence within 30 days
    

So even with urgency, “first live operators” are likely those who:

• already have institutional capital lined up, and
   
• have already invested in (or can rapidly build) Level-4 security systems.
   

10) What US/international investors should watch (signals and risks)

Watch these signals

• Who files Stage 1 early (a “queue position” effect is expected if licenses are limited).
   
• Whether Vietnam implicitly limits initial licenses to a small cohort (analysts cite 3–5 as plausible).
   
• How strictly the 49% foreign cap is enforced in practice and whether structures like tech/service agreements become common.
   
• Any follow-on guidance that clarifies: custody segregation, token listing standards, stablecoins, market surveillance, and enforcement posture (not fully visible from headlines alone)

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The information contained herein is based on publicly available sources believed to be reliable as of the date of publication; however, no representation or warranty, express or implied, is made as to its accuracy, completeness, or continued validity. Regulatory frameworks, government policies, and market conditions—particularly those relating to digital assets and emerging technologies—are subject to change, and such changes may be material.

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