DTI Law and Resolution 05: Vietnam's Crypto Licensing Framework and Where the VIFC Fits

Vietnam's Binance MoUs made headlines in late 2025, but the operational story sits underneath them: two legal instruments — the Law on Digital Technology Industry (DTI Law) and Resolution No. 05/2025/NQ-CP — that together form the country's first crypto licensing framework. For digital asset firms evaluating Vietnam, the question is not whether the government is signalling openness. It is whether the legal architecture matches the political intent — and where the VIFC fits within a framework that was not designed with it in mind.

Two instruments, one framework#

The DTI Law and Resolution 05 serve different functions but interlock. The DTI Law, passed by the National Assembly on 14 June 2025 and effective from 1 January 2026, provides the definitional foundation. Resolution 05, issued on 9 September 2025, builds the licensing regime on top of it.

Understanding which instrument does what matters for firms planning their entry strategy, because the constraints come from different legal sources — and will evolve on different timelines.

The DTI Law: definitions and boundaries#

The DTI Law is Vietnam's first statute to legally define digital assets and crypto assets. Before its passage, crypto existed in a regulatory grey zone — not prohibited, not licensed, not formally recognised as property. The DTI Law resolves this by establishing three foundational principles.

Digital assets are property. The law recognises digital assets as property under the Civil Code 2015, in digital data form. This is significant because it brings digital assets within the scope of existing property rights, contract enforcement, and dispute resolution mechanisms.

Crypto assets are a subcategory. Crypto assets — those employing cryptographic or equivalent authentication technology — are defined as a subset of digital assets. This distinction matters for licensing: Resolution 05's requirements apply specifically to crypto asset services, not to all digital assets.

Neither is legal tender. Digital assets and crypto assets are explicitly excluded from use as payment for goods or services. The Vietnamese Dong retains exclusive currency status. This is not a transitional measure or a position awaiting review — it is a statutory prohibition.

The DTI Law applies nationwide. It does not contain VIFC-specific provisions, carve-outs, or delegated authority for VIFC regulators to modify its definitions or restrictions.

Resolution 05: the pilot licensing regime#

Resolution No. 05/2025/NQ-CP establishes a five-year pilot programme running from 2025 to 2030 for the issuance, trading, and supervision of crypto assets. The State Securities Commission (SSC) began accepting applications on 20 January 2026, following Ministry of Finance Decision No. 96.

The resolution creates what is formally called the Crypto Asset Service Provider (CASP) licence. Its requirements are among the most demanding in the Asia-Pacific region.

Incorporation and ownership#

Applicants must be registered and headquartered in Vietnam. Foreign exchanges cannot apply directly — there is no pathway for a licence application from an entity incorporated outside Vietnam.

Foreign ownership is capped at 49%. At least 65% of equity must be held by institutional investors — defined as banks, insurance companies, securities firms, or technology enterprises — with a minimum of two financial institutions among the shareholders. This ownership structure effectively requires any foreign exchange seeking a Vietnamese licence to build a joint venture with domestic financial institutions, not simply establish a subsidiary.

Capital requirements#

The minimum charter capital is VND 10 trillion, approximately $380–400 million depending on the exchange rate. This is the highest entry barrier for any financial services licence in Vietnam — substantially above the capital requirements for banking, insurance, or securities licences. For context, this exceeds the minimum capital requirements in Singapore, Hong Kong, and the UAE for equivalent digital asset licences.

Operational constraints#

All transactions must be conducted in Vietnamese Dong only. This restriction applies to the trading platform itself, not merely to settlement — meaning a licensed Vietnamese exchange cannot offer USD-denominated or stablecoin-denominated trading pairs.

IT systems must achieve Level 4 certification, Vietnam's highest information security standard. Multi-agency oversight involves the Ministry of Finance as lead regulator, with the SSC, the State Bank of Vietnam, and the Ministry of Public Security as joint supervisors.

Issuance restrictions#

Companies issuing digital assets through a licensed platform must themselves be incorporated in Vietnam. Issued assets must be backed by real-world assets — but the resolution explicitly excludes securities and fiat currency from the list of permissible backing assets. This narrows the scope of what can be tokenised on a licensed platform.

Licensing timeline#

The process runs in stages: an initial document review period of 20 working days, followed by up to 12 months for supplemental dossier submission, then 30 days for final licence issuance. Once licensed, an exchange must commence operations within 30 days. The full cycle from application to launch could extend to approximately 14 months under normal processing.

For a detailed breakdown of the five licence categories and application procedures, see our guide to Resolution 05's licensing regime.

The Binance entity gap#

The Binance MoUs — one with the Da Nang People's Committee (September 2025, witnessed by Deputy Prime Minister Nguyen Hoa Binh) and one with the Ho Chi Minh City Department of Finance (November 2025, witnessed by Prime Minister Pham Minh Chinh) — have been widely reported as signs that Vietnam is opening its doors to the world's largest crypto exchange. Our analysis of what the HCMC MoU means for market entrants covered the four cooperation pillars and their practical implications.

But there is a structural problem that the MoU headlines do not address: Binance has no registered legal entity in Vietnam. It does not appear on its own published list of regulated jurisdictions, which covers Japan, Indonesia, France, Italy, Spain, Poland, and New Zealand — but not Vietnam.

Under Resolution 05, this status is disqualifying. A CASP licence requires Vietnamese incorporation, a domestic headquarters, institutional shareholders, and compliance with the 49% foreign ownership cap. Binance cannot apply as Binance.

This leaves three theoretical pathways:

1. Establish a Vietnamese subsidiary meeting all incorporation and ownership requirements. This is structurally complex: the 49% foreign ownership cap means Binance would be a minority shareholder in its own Vietnamese operation, and the 65% institutional investor requirement means finding domestic financial institutions willing to hold majority equity in a crypto exchange.

2. Partner with a qualified domestic institution as the licence-holder, with Binance providing technology, compliance frameworks, and brand. This is the most operationally plausible path but positions Binance as a technology vendor, not an exchange operator.

3. Operate in an advisory or technology-provider role without a direct trading licence. This aligns with the MoU's framing — which emphasises knowledge transfer, framework development, and sandbox cooperation rather than direct market entry.

Reports from early 2026 indicate Binance was actively recruiting Vietnam-based staff, suggesting efforts to establish local infrastructure. Binance CEO Richard Teng's agreement to serve as a senior advisor for VIFC development, made at a September 2025 meeting with Deputy Prime Minister Nguyen Hoa Binh, further signals long-term engagement — but advisory roles and MoUs do not require the same legal architecture as operating a licensed exchange.

Where the VIFC fits — and where it does not#

This is the gap that matters most for firms evaluating the VIFC as a digital asset hub: neither the DTI Law nor Resolution 05 contains VIFC-specific provisions.

The VIFC regulatory framework — Resolution 222, Decree 323, Decree 329 — governs foreign exchange, banking, and trading within the centre. Digital assets are listed as a VIFC priority sector. But crypto licensing under Resolution 05 sits within the broader national framework under the Ministry of Finance and SSC, not under VIFC-specific regulatory authority.

This creates several unresolved questions:

Capital requirements. Would a VIFC-domiciled CASP face the same VND 10 trillion minimum, or could VIFC membership confer a reduced threshold? Resolution 05 makes no provision for this.

Foreign currency transactions. The VIFC framework under Decree 329 and Circular 72 permits VIFC members to transact in foreign currency with other VIFC members or offshore counterparties. But Resolution 05 requires all CASP transactions in Vietnamese Dong only. Which prevails for a VIFC-domiciled exchange?

Foreign ownership. The VIFC framework generally permits higher foreign ownership thresholds than national norms for certain financial services. Does this extend to CASP licences, or does Resolution 05's 49% cap override?

Sandbox authority. The HCMC MoU's sandbox cooperation pillar is explicitly conditional on an "adequate legal corridor" being in place and "authorised by competent agencies." The VIFC has its own sandbox mechanisms, and Vietnam's national fintech sandbox under Decree 94 operates separately. Which sandbox framework would govern a VIFC-based digital asset pilot?

None of these questions have published answers. The MoU itself acknowledges the gap implicitly: it specifies that once the VIFC operating agency is formally established, the agreement transfers to that body for continued implementation. The institutional architecture for digital assets within the VIFC is still being designed.

The Da Nang dimension#

Binance's engagement with Vietnam is not HCMC-exclusive. The Da Nang MoU, signed at the People's Committee level and witnessed by a Deputy Prime Minister, predates the HCMC agreement and arguably carries greater institutional weight. Da Nang's VIFC mandate includes a specific focus on digital asset sandboxing and new trading platform pilots.

This creates a dual-node dynamic. Both cities are positioning as digital asset hubs within the VIFC framework, both have Binance partnerships, and both will need to resolve the same DTI Law and Resolution 05 constraints. Whether these efforts are complementary — with Da Nang focusing on sandboxes and HCMC on exchange licensing, for instance — or competing remains unclear. For firms, the practical question is which node to engage with first, and whether regulatory outcomes in one city will set precedents for the other.

How this compares#

Vietnam's approach differs sharply from the frameworks digital asset firms encounter in other international financial centres.

The Dubai International Financial Centre (DIFC) and Abu Dhabi Global Market (ADGM) operate as common-law jurisdictions with their own regulators — the DFSA and FSRA respectively — that issue digital asset licences under their own rules. A firm licensed in the DIFC operates under DIFC law, not UAE federal law. Vietnam's VIFC does not have this jurisdictional autonomy for digital assets. A VIFC-domiciled crypto firm operates under national law — the DTI Law and Resolution 05 — administered by national regulators.

Singapore's approach under the Payment Services Act allows foreign-incorporated entities to apply for digital payment token licences, with no citizenship or residency requirements for shareholders. Vietnam's 49% foreign ownership cap and mandatory domestic incorporation represent a fundamentally different model — one designed to ensure domestic control over crypto infrastructure rather than attract foreign operators.

The VND 10 trillion capital requirement is itself a signal. At $380–400 million, it exceeds the capital requirements for crypto licences in any major financial centre. This is not a framework designed to attract dozens of competing exchanges. It is a framework designed to produce a small number of heavily capitalised, domestically controlled platforms — more akin to a stock exchange licensing model than a fintech licensing model.

What comes next#

Three developments will determine whether the VIFC becomes a meaningful digital asset hub or remains a digital asset aspiration:

VIFC-specific digital asset regulations. The current gap between the VIFC framework and Resolution 05 must be closed by explicit regulation — either through amendments to Resolution 05, new VIFC-specific instruments, or interpretive guidance from the SSC. Until this happens, the VIFC offers digital asset firms no regulatory advantage over operating elsewhere in Vietnam.

The first CASP licence. The SSC began accepting applications in January 2026, but the 14-month processing timeline means the earliest possible licence issuance is in the first half of 2027. Who receives the first licence — and under what ownership structure — will reveal how the 49% foreign ownership cap and VND 10 trillion capital requirement function in practice.

Binance's legal structure decision. Whether Binance establishes a Vietnamese subsidiary, partners with a domestic institution, or remains in an advisory role will signal how the world's largest exchange interprets the gap between Vietnam's political welcome and its regulatory requirements. The MoUs are a starting point. The entity structure will be the operational reality.

This article reflects the regulatory framework as of 18 April 2026. The Resolution 05 pilot programme runs until 2030, and implementing guidance is expected to evolve. We will update this analysis as new instruments are issued.