Vietnam officially pilots digital asset market

The resolution covers issuers, digital asset service providers, as well as domestic and foreign investors. However, issuance and offering of digital assets are restricted to foreign investors only, and transactions can only take place between foreign investors through service providers licensed by the Ministry of Finance.

Issuing organizations must be Vietnamese enterprises registered as limited liability companies or joint stock companies. Digital assets must be backed by real underlying assets, excluding securities and fiat currency. At least 15 days before issuance, the issuer must disclose a prospectus.

For service providers applying for a license to operate a digital asset trading market, the resolution requires a minimum charter capital of VND 10 trillion, contributed entirely in Vietnamese dong. At least 65% of the capital must come from institutional shareholders, and no less than 35% must be held by at least two institutions in banking, securities, insurance, fund management, or technology. Institutional shareholders must have legal entity status, show profitability in the past two years, and have audited financial statements with unqualified opinions.

Management personnel must meet strict standards. The general director must have at least two years of experience in finance, securities, banking, or insurance. The chief technology officer must have at least five years of relevant experience. The enterprise must also employ at least 10 IT staff with cybersecurity certifications and 10 professionals with securities practice licenses.

Foreign ownership in licensed service providers is capped at 49% of charter capital. Each organization or individual is allowed to contribute capital to only one licensed provider.

Service providers must separate client assets from their own, verify investor identities, comply with anti-money laundering and counter-terrorism financing requirements, and submit monthly reports to the Ministry of Finance, State Bank of Vietnam, and Ministry of Public Security. They must also disclose both periodic and ad hoc information on their websites and at least one electronic newspaper.

After the five-year pilot, the digital asset market will continue operating under this resolution until new laws are introduced to amend, supplement, or replace it.