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Resolution No. 05/2025/NQ-CP (“Resolution 05”) of the Vietnamese Government marks a significant step in piloting a tokenized assets market to promote secure and controlled digital financial innovation. The resolution focuses on establishing a pilot legal framework, prioritizing the protection of stakeholders’ rights, legal compliance, and risk mitigation. The following article summarizes the key points of Resolution 05.
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1. Principles of Pilot Implementation
Article 4 of Resolution 05 stipulates that the pilot will be conducted with caution, strict oversight, and a roadmap suited to practical conditions, ensuring safety, transparency, and efficiency. Activities must comply with Vietnamese laws and international treaties. If risks arise affecting financial or social security, the Ministry of Finance may propose to the Government to suspend, terminate, or halt the pilot to balance the interests of the State, investors, and businesses.
Foreign investors must comply with Vietnamese and their home country’s laws (unless contrary to fundamental principles). Participating entities are responsible for the accuracy of disclosed information, and only organizations licensed by the Ministry of Finance may provide and advertise related services.
All parties must adhere to regulations on anti-money laundering, cybersecurity, and data protection. Violations will face administrative or criminal penalties. Transactions and payments are conducted solely in Vietnamese Dong (VND); tokenized assets are used for exchange or oversea investment, with tax policies applied as for securities. Disputes are resolved through negotiation, mediation, arbitration, or Vietnamese courts.
2. Offering and Issuance of Tokenized Assets
Articles 5 and 6 of Resolution 05 stipulate that organizations issuing tokenized assets must be Vietnamese enterprises in the form of limited liability or joint-stock companies, with tokenized assets backed by real assets (not securities or fiat currency).
Tokenized assets may only be offered or issued to foreign investors and traded among them through licensed organizations. At least 15 days before an offering or issuance, a prospectus and related documents must be published on the websites of the service provider and issuing organization.
3. Organization of the Trading Market
Investors (domestic holding tokenized assets or foreign) may open accounts with licensed organizations for custody and trading. Six months after the first organization is licensed, domestic transactions not conducted through licensed organizations will face penalties. Transactions must go through these organizations, which provide services such as issuance platforms, trading, custody, and payment.
Licensing conditions (Article 8): Organizations must be Vietnamese enterprises with a minimum charter capital of VND 10,000 billion in VND, with at least 65% of capital from organizations (over 35% from banks, securities, funds, insurance, or technology firms). Shareholders must have recorded profits for two consecutive years with approved audit reports; foreign ownership must not exceed 49%; organizations must have headquarters, level-4 secure technology systems, qualified personnel (CEO with 2 years of financial experience, CTO with 5 years), and risk management and anti-money laundering processes.
Licensing procedures (Articles 9-10): Applications include a request letter, business registration, shareholder list, facility and personnel descriptions, processes, security assessments from the Ministry of Public Security, and capital proof. Applications are submitted to the State Securities Commission; the Ministry of Finance, in coordination with the Ministry of Public Security and the State Bank of Vietnam, reviews within 30 days. Licensed organizations must disclose information and commence operations within 30 days, or face license revocation.
Adjustments and revocations (Articles 11-12): Adjustments for changes in name, address, capital, or representatives are processed within 7 days. Licenses are revoked upon request, dissolution, failure to address violations, or inactivity. Upon revocation, customer assets are transferred to another organization, with settlement completed within 45 days.
4. Fund Transfers for Foreign Investors
Under Article 13 of Resolution 05, foreign investors must open dedicated VND accounts at authorized banks for transactions related to buying and selling tokenized assets (foreign currency sales, proceeds from asset sales, purchases, or overseas transfers).
Foreign documents must be notarized; only one account per bank is allowed, with balance transfers permitted upon account changes. Banks verify documents, issue internal regulations, and submit quarterly reports to the Ministry of Finance, Ministry of Public Security, and the State Bank of Vietnam. Investors are responsible for the accuracy of provided information.
5. Rights and Responsibilities of Stakeholders
- Issuing Organizations (Article 14): Ensure accurate information, comply with laws, handle disputes, and pay taxes.
- Service Providers (Article 15): Have the right to conduct business and charge fees; are responsible for identity verification, segregating assets, anti-money laundering (threshold of USD 1,000), periodic reporting, transparent fee disclosure, data retention for 10 years, dispute resolution, and periodic/irregular/requested information disclosure.
- Investors (Article 16): Have the right to open one account per organization, access information, and protect their interests; bear responsibility for their oversea investment decisions.
This resolution establishes a foundation for a pilot tokenized assets market, focusing on foreign investors to control risks while promoting financial technology. Implementation will be led by the Ministry of Finance, with close coordination from relevant ministries, ensuring national security and economic benefits.
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