Decree 323 Explained: The Founding Charter of Vietnam's International Financial Centre

Among the eight implementing decrees issued on 18 December 2025 to operationalise Resolution 222/2025/QH15, Decree 323 performs the most fundamental function: it brings the VIFC into legal existence. Everything else — banking licences, FX liberalisation, commodity exchanges, immigration channels, labour rules, land allocation, dispute resolution — rests on the institutional foundations that Decree 323 lays down.

This guide walks through the decree's key provisions, explains what they mean in practice, and flags the areas where further implementing detail is still expected.

What Decree 323 Does#

At its core, Decree 323 answers four questions:

1. Where is the VIFC? — Two locations, one legal entity.
2. What can be done there? — A defined catalogue of priority sectors, products, and services.
3. Who runs it? — A multi-layered governance structure with executive, supervisory, and dispute resolution functions.
4. What law applies? — The IFC's own operating regulations, with legal supremacy over conflicting domestic rules (except the Constitution).

Each of these deserves careful attention.

One Centre, Two Locations#

The VIFC operates as a unified legal entity across two geographically distinct sites, each with a different developmental orientation.

Ho Chi Minh City: The Comprehensive Financial Hub#

VIFC-HCMC covers approximately 898 hectares in central Ho Chi Minh City, spanning Saigon Ward, Ben Thanh Ward, and the Thu Thiem New Urban Area — straddling both banks of the Saigon River. This is the primary site, oriented towards building a large-scale, comprehensive financial ecosystem.

The HCMC centre's development priorities include:

• Capital markets — deep, liquid markets with diverse products including equities, corporate bonds, and cross-border instruments, with listings and trading permitted in foreign currencies.
• Financial services for trade and FDI — leveraging Vietnam's expanding role in global supply chains to serve international trade finance, structured commodities, and maritime finance.
• Fintech and digital assets — blockchain-based clearing and settlement infrastructure, with VIFC-HCMC publicly committing to a T+0 clearing system using blockchain as the reconciliation layer.
• Green finance and ESG — carbon credit trading, ESG ratings, sustainability indices, and climate-risk insurance.

At the conference announcing the VIFC's establishment on 21 December 2025, HCMC revealed that it had already selected 10 initial-phase investors across four sectors from among 50 applicants. In the digital infrastructure and digital asset category alone, the announced names included Binance, Circle, Tether, Dragon Capital, and the Onchain Alliance. The centre formally launched on 11 February 2026.

Da Nang: The Innovation and Technology Centre#

VIFC-DN covers approximately 300 hectares and is oriented towards innovation-driven and emerging financial activities. Where HCMC is the "Wall Street," Da Nang is positioned as the laboratory.

Da Nang's development focus includes:

• Controlled testing platforms for new financial models, including regulatory sandboxes.
• Digital-asset products — taking the lead in deployment and scaling of digital payment systems, specialised trading platforms, and non-bank financial intermediaries.
• Supply chain finance and third-party services to complement the traditional financial market.
• Sustainable finance — closely integrated with innovation ecosystems, digital technology, and green financial products.

The decree makes clear that while the two locations have distinct orientations, they operate under unified standards, licensing criteria, and operational rules. The IFC Executive Council ensures consistency between the two sites.

"The 'one centre, two locations' model is unusual among international financial centres. Most IFCs — DIFC, AIFC, GIFT City — operate from a single site. Vietnam is betting that separating the innovation sandbox from the full-service hub creates a competitive advantage rather than a coordination problem." — Regional financial regulation partner, Tilleke & Gibbins

The IFC Operating Regulation and Legal Supremacy#

One of the most significant provisions in Decree 323 is the introduction of the IFC Operating Regulation — a comprehensive set of rules governing how the centre functions — and the confirmation of a legal supremacy principle.

In the event of inconsistencies between the IFC regime and other Vietnamese laws (other than the Constitution), the IFC rules prevail. This is not a minor technical detail. It is the legal mechanism that allows the VIFC to operate with different rules on banking, FX, labour, tax, and dispute resolution than the rest of Vietnam — without requiring amendment of every conflicting domestic statute.

For participants, this means that when you are operating within the IFC, you look first to the IFC Operating Regulation and the eight implementing decrees, not to the general Vietnamese regulatory framework. Where the two conflict, the IFC framework wins.

The Operating Regulation itself is issued and amended by the IFC Executive Council. As of February 2026, certain aspects are still being finalised, particularly around specific licensing criteria and membership rules. Market participants should monitor the Executive Council's announcements closely.

Priority Sectors: What Can Be Done in the IFC#

Decree 323 includes an annex that defines the categories of activities eligible for priority development, licensing, and regulatory support within the IFC. This annex is the single most important reference document for any firm assessing whether the VIFC is relevant to its business.

The priority sectors are organised into six categories:

1. IFC Infrastructure Development#

• Construction and operation of physical IFC infrastructure
• Development of digital infrastructure, digital assets, financial logistics, payment connectivity, and cross-border transaction systems
• Development of fintech ecosystems
• Construction and operation of multi-asset depository, clearing, and settlement centres

2. Green Finance and ESG#

• Organisation, support services, and trading of green/ESG debt and equity instruments and financial products
• Trading of green assessment products, ESG ratings, and sustainability indices
• Infrastructure, registration, depository, clearing, and settlement services for domestic and international carbon credit trading markets
• Insurance and reinsurance for natural disaster and climate change risks
• Financial services supporting sustainable tourism and green tourism infrastructure funds
• Green credit rating services, ESG ratings, and sustainability indices

3. Commodity Markets, Derivatives, and International Trade Finance#

• Supply chain finance solutions, trade finance, and ESG-related services
• Corporate financial products including trade finance, structured commodities, and commodity derivatives
• International trade insurance, reinsurance, brokerage, maritime transport insurance, and maritime finance
• Regulatory sandbox pilots for blockchain-based trade finance products
• Credit extension: import-export loans, bank guarantees, letters of credit, factoring, discounting
• Trading of international financial derivatives including equity and index derivatives
• Banking services as prescribed for the IFC

4. Fintech and Innovation#

This is the longest and most detailed section — a signal of where Vietnam sees the VIFC's competitive edge:

• Infrastructure and trading of digital asset products, services, and decentralised finance (DeFi)
• Securities trading infrastructure for SMEs and innovative startups
• RegTech solutions: AML/CFT, KYC/KYB, data management, personal data protection, cybersecurity, fraud management
• Capital markets and fund management infrastructure: crowdfunding, WealthTech, robo-advisory, alternative trading systems (ATS)
• Research into asset tokenisation and stablecoins
• Financing platforms: supply chain finance, accounts receivable financing, inventory-based financing
• Corporate financing by non-depository lending institutions: factoring, finance, and financial leasing companies
• Digital banking infrastructure: remittances, payments, integrated payments, digital lending, Buy Now Pay Later (BNPL)
• InsurTech: open insurance, embedded insurance, insurance lifecycle innovation, cyber insurance
• Incubators, innovation hubs, and R&D centres for ClimateTech, GreenTech, Web 3.0, quantum technology, and other disruptive technologies
• Digital technology industrial infrastructure

5. Investment Funds and Asset Management#

• Fund management, fund administration, fund certificates, and collective investment schemes
• Family office services, brokerage, and private/institutional wealth management
• Digital technology funds, green funds, ESG funds, and green tourism infrastructure investment funds
• Venture capital, private equity, and hedge funds
• Cross-border fund depository and administration services

6. Professional Support Services#

• Corporate compliance support: AML/CFT, KYC/KYB, data analytics, cybersecurity, fraud management
• Credit rating, asset valuation, corporate disclosure, accounting and auditing, due diligence
• Risk advisory, market research, international portfolio management, cross-border M&A advisory
• Legal services, international arbitration, financial and commercial dispute resolution
• Tax services and financial consultancy based on international standards
• Infrastructure for financial and fintech training, examination centres, and international certification bodies
• Financial crime compliance services aligned with FATF recommendations

What the Priority List Tells Us#

Two things stand out. First, the explicit inclusion of digital assets, DeFi, stablecoins, asset tokenisation, and Web 3.0 as named priority activities. No other IFC in the region has committed this level of regulatory specificity to decentralised finance at the establishment stage. Second, the breadth of the professional services category signals that Vietnam wants the VIFC to be a self-contained ecosystem — not just a trading venue, but a full-service financial centre with its own advisory, compliance, training, and dispute resolution infrastructure.

For a deeper analysis of the fintech and digital assets provisions, see our opportunities guide for fintech and digital assets.

Governance Structure#

Decree 323 establishes a four-body governance architecture:

IFC Executive Council#

The central strategic and coordinating body for the entire VIFC. Key functions include:

• Issuing development strategies, roadmaps, and plans
• Promulgating and amending the IFC Operating Regulation
• Resolving matters that remain unresolved between the HCMC and Da Nang Executive Authorities
• Establishing the IFC Consulting Council and other advisory bodies

The Executive Council ensures that the "one centre, two locations" model operates coherently. When the two sites disagree on standards, licensing approaches, or operational matters, the Executive Council is the final arbiter.

VIFC-HCMC Executive Authority and VIFC-DN Executive Authority#

Each location has its own Executive Authority — an independent legal entity under the relevant People's Committee (HCMC or Da Nang). These are the operational arms of the VIFC and the primary point of contact for market participants.

Each Executive Authority is responsible for:

• Direct management and daily operation of IFC activities within its jurisdiction
• Issuing member registration certificates
• Issuing establishment and operation licences in authorised sectors
• Issuing licences for unregulated technologies, products, services, and business models for a maximum period of five years (the sandbox mechanism)
• Proposing immigration documentation for foreign professionals (Decree 327)
• Processing work-permit applications (Decree 325)

The VIFC-HCMC Executive Authority has been established with Mr. Truong Minh Huy Vu as Chairman and two Vice-Chairmen (Mr. Nguyen Hong Van and Mr. Nguyen Huu Huan). VIFC-HCMC is housed at 8 Nguyen Hue Street, Saigon Ward.

IFC Supervision Authority#

A separate legal entity located in Ho Chi Minh City (with the power to establish a branch in Da Nang), the Supervision Authority handles:

• Inspection, examination, and supervision of IFC activities
• Prevention and handling of violations within the IFC

This body is under the supervision of the HCMC People's Committee but operates with its own legal personality. The separation of executive and supervisory functions mirrors the governance models used in DIFC (where the DFSA is independent of the DIFC Authority) and AIFC (where the AFSA is separate from the AIFC Authority).

Dispute Resolution Bodies#

Decree 323 provides for two dispute resolution mechanisms:

• A specialised court within the IFC, established under the Law on the Specialised Court in the IFC (passed by the National Assembly on 11 December 2025)
• An International Arbitration Centre, further detailed in Decree 328

Decree 328 permits, in defined circumstances, the application of foreign governing law and limits judicial intervention where parties have validly agreed to arbitration. This aligns the IFC's dispute resolution framework with international commercial expectations — a critical requirement for cross-border financial transactions.

IFC Membership: The Gateway#

A concept that runs through Decree 323 (and is further developed in Decree 324) is IFC membership. Entities must apply for and receive membership to access the VIFC's special regulatory regime. Membership is the legal gateway — without it, you are subject to Vietnam's general laws, not the IFC framework.

The membership application process, criteria, and registration are handled by the relevant Executive Authority. Membership grants access to:

• The IFC's dedicated licensing and regulatory regime
• Foreign currency transaction privileges (Decree 329 and Circular 72)
• The liberalised labour and immigration framework (Decrees 325 and 327)
• Tax and accounting policies, including the application of IAS/IFRS international accounting standards
• The sandbox mechanism for fintech and innovation
• Access to the specialised court and international arbitration centre

The specific membership criteria are expected to be further detailed through implementing regulations issued by the IFC Executive Council. This is one of the key areas to watch in 2026.

2026 Priorities and the Five-Year Review#

Decree 323 sets out near-term implementation priorities for 2026:

• Completing essential physical and digital infrastructure
• Ensuring adequate human resources and institutional capacity
• Developing a modern finance ecosystem by promoting exchanges, new trading platforms, and fintech
• Developing international-standard advisory and support services

After the IFC has been in operation for five years, the government will conduct a formal review of operational efficiency to decide on any necessary structural adjustments. This built-in review mechanism suggests an expectation that the framework will evolve — and that the first five years are explicitly understood as a learning and calibration phase.

How Decree 323 Fits with the Other Seven Decrees#

The Tilleke & Gibbins analysis frames the eight decrees as forming four interlocking pillars:

Decree 323 is the anchor of Pillar 1. It defines the legal space within which all other decrees operate. Without the institutional foundations — the locations, the governance bodies, the Operating Regulation, the legal supremacy principle, the priority sector catalogue — the other seven decrees would have nothing to attach to.

Decree 324 extends Pillar 1 by establishing the financial, investment, and operational mechanisms (including tax, accounting, and the sandbox framework). Together, Decrees 323 and 324 answer the questions "what is this?" and "who can join?" — the prerequisites for everything else.

What to Watch#

Several aspects of Decree 323 are framework-level provisions that require further implementing detail:

• IFC Operating Regulation — the comprehensive rulebook to be issued by the Executive Council. This will contain the granular operational rules that market participants need for compliance planning.
• Membership criteria — the specific conditions, documentation, and timelines for IFC membership applications.
• Strategic investor criteria — the IFC Executive Authority's rules defining "key investors" for the purposes of immigration (Decree 327) and licensing priority.
• Sandbox parameters — the detailed criteria, conditions, and procedures for sandbox participation, to be specified by the Executive Council under the framework established by Article 24 of Resolution 222.
• Coordination mechanisms — how the HCMC and Da Nang Executive Authorities will work together in practice, particularly on cross-location licensing and supervision.

The decree establishes the architecture. The next layer — circulars, Executive Council decisions, and operational guidance — will determine how the architecture performs under load. Market participants considering entry should begin structuring now, while monitoring the regulatory pipeline for the implementing detail that will define the day-to-day reality of operating within Vietnam's International Financial Centre.

This guide is updated quarterly. Last reviewed: February 2026. For the latest regulatory developments, see our regulation section.