Decree 323 Explained: What VIFC's Governance Structure Means in Practice

Decree 323/ND-CP is the operational backbone of the VIFC project. Where Resolution 222 established the political mandate and broad principles, Decree 323 translates those principles into institutional architecture. It defines the governance structure, specifies the priority sectors, establishes the dual-location model, and outlines the relationship between the VIFC Management Authority and existing Vietnamese regulatory bodies.

For international firms evaluating the VIFC, Decree 323 is the document that answers the question: "How will this actually work?"

The "One Centre, Two Locations" Model#

The decree formalises the VIFC's dual-city structure. Ho Chi Minh City hosts the core financial operations — banking, capital markets, insurance, and asset management. Da Nang serves as the innovation and fintech hub, with particular emphasis on digital assets, technology sandbox operations, and green finance.

This is not a simple branch-office arrangement. Each location has distinct regulatory emphasis areas, though both fall under the unified jurisdiction of the VIFC Management Authority. The practical implication: a firm licensed to operate within the VIFC framework can, in principle, maintain operations in either or both locations under a single licence.

"The dual-city model is not unprecedented — it draws on elements of China's Greater Bay Area financial integration — but it is unusual for an IFC to be designed this way from inception rather than evolving into it."

Priority Sectors#

Decree 323 identifies eight priority sectors for the VIFC:

1. Banking and credit institutions — including cross-border lending and international syndication
2. Capital markets — securities trading, derivatives, and structured products
3. Insurance — reinsurance and captive insurance structures
4. Asset management — fund domiciliation and portfolio management
5. Fintech and digital finance — payment systems, digital banking, and blockchain applications
6. Commodity trading — derivatives, physical settlement, and warehouse receipts
7. Green and sustainable finance — carbon credits, green bonds, ESG-linked products
8. Professional services — legal, accounting, consulting, and rating services supporting the above

The prioritisation matters because it signals where the initial regulatory infrastructure will be most developed. Firms operating in these sectors should expect clearer licensing pathways and more responsive regulatory engagement than those in adjacent areas.

The VIFC Management Authority#

Perhaps the most consequential provision in Decree 323 is the establishment of the VIFC Management Authority as a unified regulatory body. This entity will be responsible for licensing, supervision, and enforcement within the VIFC's geographical and regulatory boundaries.

The Authority's design reflects lessons from other IFCs. It is structured as an independent body with its own budget, staffing, and rulemaking authority — though its independence from the broader Vietnamese regulatory apparatus will inevitably be tested as the centre develops. The decree specifies that the Authority will operate under the general oversight of the Prime Minister's office, a structure that provides both political backing and a degree of insulation from ministry-level bureaucratic friction.

What This Means for International Firms#

The key takeaway from Decree 323 is that the VIFC's governance structure is designed to be institutionally distinct from Vietnam's existing financial regulatory framework. This is the same approach taken by the DIFC (separate from UAE federal regulation), AIFC (separate from Kazakhstan's domestic framework), and GIFT City (with its own IFSCA regulator distinct from SEBI and RBI).

For international firms, this means:

• Regulatory engagement will be through the VIFC Management Authority, not through existing Vietnamese agencies like the State Securities Commission or the State Bank of Vietnam
• Licensing requirements will be VIFC-specific, designed with international standards as the baseline
• Dispute resolution will use VIFC-specific mechanisms, including English-language proceedings and internationally recognised arbitration frameworks

The degree to which these provisions translate into genuine operational independence will depend on the Authority's first years of operation. But the structural foundations are consistent with what has worked in comparable jurisdictions.