Legal Framework for the Tokenized Asset Trading Market in Vietnam

The issuance of Resolution No. 05/2025/NQ-CP (“Resolution 05”) on the pilot implementation of the tokenized-asset market in Vietnam marks a significant turning point in institutionalizing and regulating the country’s digital-asset sector. Adopted by the Government on 9 September 2025, Resolution 05 is grounded in the Law on the Digital Technology Industry 2025, which was approved by the XV National Assembly on 14 June 2025 and will take effect on 1 January 2026. 

Resolution 05 centers on the concept of “tokenized assets”, i.e., assets encoded via blockchain technology, with particular emphasis on real-world asset tokenization (RWA). The pilot implementation is carried out under core principles: prudence, control, a proper roadmap, modernity, safety, transparency, efficiency, and protection of the lawful rights and interests of participating organizations and individuals. The pilot phase spans five years. By establishing a legal framework, the Resolution seeks to safeguard investors, increase state revenue, stabilize the market, and promote sustainable growth. 

To further assess the feasibility of this market, it is essential to examine the strict requirements imposed by Resolution 05 on entities intending to provide services for organizing tokenized-asset trading platforms. 

1. Scope of regulation and applicable entities

Resolution 05 regulates the pilot implementation of key activities in the tokenized-asset market, including the offering and issuance of tokenized assets, the organization of trading platforms, and the provision of related services. It also delineates the State’s supervisory role over this market. The scope of regulation is broad, covering service providers, issuers of tokenized assets, as well as domestic and foreign individuals and organizations investing or trading in tokenized assets in Vietnam. 

2. Definitions and classification of digital assets and tokenized assets

A fundamental element of this legal framework is the precise definition of relevant concepts: 

• Digital asset refers to an asset, as defined by the Civil Code, that exists in digital form and is created, issued, stored, transferred, and authenticated by digital technology in an electronic environment. 

• Tokenized asset means a type of digital asset that uses encryption technology or similar digital technology to authenticate an asset during its creation, issuance, storage, or transfer. 

Importantly, neither category includes securities, fiat currency (such as the Vietnamese Dong), or other financial assets subject to separate regulation. The framework does not recognize the terms “cryptocurrency” or “virtual currency,” instead employing the precise term “tokenized asset.” This affirms that the Vietnamese Dong remains the sole legal tender, while tokenized assets are treated solely as a class of property for investment and trading purposes. 

3. Organization of the tokenized-asset market

The new provisions allow both domestic and foreign investors to open accounts with tokenized-asset service providers licensed by the Ministry of Finance to execute transactions. However, six months after the first entity is licensed, any transaction by a domestic investor conducted outside these platforms will be deemed unlawful and may be subject to administrative penalties or criminal prosecution. 

By requiring transactions to be executed on regulated platforms, authorities can more effectively monitor capital flows. Concurrently, obligating service providers to meet strict capital and technological standards protects investors from fraud, systemic insecurity, and opacity — issues that have previously arisen in unregulated markets. 

4. Provision of tokenized-asset services

Under Resolution 05, a tokenized-asset service provider is an enterprise that performs or offers one or more of the following services or activities: 

• Organizing a tokenized-asset trading platform; 

• Proprietary trading in tokenized assets; 

• Custody of tokenized assets; 

• Providing a platform for issuing tokenized assets. 

To be licensed, service providers must meet stringent conditions: 

1. Charter capital: A minimum of VND 10 trillion, contributed in Vietnamese đồng, to ensure risk-mitigation capacity and investment in technological and security infrastructure. 
2. Shareholders and capital contributors: At least 65% of charter capital must be held by organizations, including at least two major financial institutions (banks, securities companies, insurers, etc.) or technology enterprises contributing no less than 35%. These organizations must have been profitable for the preceding two consecutive years, and their financial statements must receive an unqualified audit opinion. Each individual or entity may contribute capital to only one licensed service provider. 
3. Foreign ownership: Capped at 49% of charter capital. 
4. Personnel: Key positions, such as the General Director and Chief Technology Officer, must possess substantial expertise in finance, banking, or technology. 
5. Facilities and technology: The provider’s IT systems must satisfy Level 4 information-security standards under applicable cybersecurity regulations prior to official operation. 
6. Operational procedures: Providers must implement detailed procedures on risk management, payment, and anti-money-laundering (AML), including: 

• Risk management and information-security procedures; 

• Procedures for providing issuance-platform services; 

• Custody and client-asset management procedures; 

• Trading and payment procedures; 

• Proprietary trading procedures; 

• AML, counter-terrorism financing, and counter-proliferation financing procedures; 

• Information disclosure procedures; 

• Internal control procedures; 

• Transaction monitoring procedures; 

• Procedures for preventing conflicts of interest, resolving customer complaints, and compensating customers. 

Notably, Resolution 05 permits the issuance and offering of tokenized assets only to foreign investors. 

5. Transactions through designated accounts

Foreign investors are required to open a dedicated Vietnamese Dong account with a licensed bank in Vietnam. This account may only be used for transactions related to tokenized assets. Specifically, it may: 

• Receive proceeds from the sale of foreign currency to the bank; 

• Receive funds from the investor’s other VND accounts; 

• Receive proceeds from the sale of tokenized assets. 

Conversely, outflows may include purchases of tokenized assets, transfers to other VND accounts of the investor, purchases of foreign currency for remittance abroad, and payment of service fees. 

All transfer instructions for tokenized-asset transactions must clearly state the transaction’s purpose. This facilitates reconciliation, inspection, and record-keeping by banks, thereby ensuring that foreign-exchange transactions are conducted lawfully and for the correct purposes. 

The principal significance of Resolution 05 lies in establishing a legal corridor and a clear roadmap for developing Vietnam’s tokenized-asset market. The sector has grown rapidly: an estimated 17% of Vietnam’s population currently holds tokenized assets, ranking the country fifth globally in adoption. Domestic capital inflows between 2022 and 2024 are estimated at USD 100–120 billion annually — three times the average annual FDI — reflecting substantial market demand. Yet most transactions remain conducted via unlicensed international platforms, creating regulatory gaps and risks such as financial insecurity and cross-border money laundering. 

By crafting a legal framework for the tokenized-asset market, the Government demonstrates strategic foresight and initiative. The framework not only defines digital and tokenized assets but also prescribes rigorous rules for market organization and licensing conditions for service providers. Although the five-year pilot may present challenges, it is a necessary step to secure sustainable, well-regulated growth. By encouraging domestic institutions to participate and meet high standards, Vietnam is laying a solid foundation to harness the potential of blockchain technology and tokenized assets — transforming risks into opportunities and promoting a safe, efficient digital economy for the future. 

Date Written: 19/09/2025

Share: