Resolution 05 and Decision 96: What It Actually Takes to Get a Crypto Exchange Licence in Vietnam

Vietnam's crypto exchange licensing regime is now operational — and it is, by design, one of the most restrictive in the world. Resolution No. 05/2025/NQ-CP and its implementing instrument, Decision No. 96/QD-BTC, together create a five-licence pilot that demands approximately $390 million in paid-up capital, majority institutional ownership, and a three-ministry security appraisal. Seven firms applied by the 15 January 2026 deadline. As of April 2026, none has received a licence, and most cannot realistically meet the capital threshold.

This article breaks down every qualifying criterion, maps them against the actual positions of the applicants, and sets out what international firms need to understand before deciding whether to apply, capitalise a local entity, or pursue a partnership.

The three-instrument framework#

Vietnam's regulated crypto market rests on three interlocking legal instruments:

The Law on Digital Technology Industry (passed 14 June 2025, in force 1 January 2026) provides the statutory foundation. It defines a crypto asset as "a type of digital asset that employs cryptographic technology, or other digital technologies with equivalent functionality, for the purpose of authentication during its creation, issuance, storage and transfer." The law explicitly states that crypto assets are not legal tender and may not be used as a means of payment.

Resolution No. 05/2025/NQ-CP (9 September 2025) establishes a five-year pilot program (2025–2030) and authorises the Ministry of Finance to issue up to five licences. All crypto asset transactions must be conducted through licensed providers. The Ministry retains authority to "suspend, adjust, or terminate part or all of the pilot activities if risks arise to the security and safety of the financial–monetary market and public interests."

Decision No. 96/QD-BTC (20 January 2026) sets out the operational procedures — how applications are received, reviewed, and decided. The State Securities Commission is the designated receiving and procedural focal point. The Ministry of Finance coordinates with the State Bank of Vietnam and the Ministry of Public Security on AML, cybersecurity, and risk control. No state fees or charges apply during the pilot phase.

For firms already exploring Vietnam's digital asset landscape within the VIFC framework, these instruments create a parallel — and considerably more demanding — licensing path outside the VIFC's own sandbox structures.

The qualifying criteria, requirement by requirement#

Capital: VND 10,000 billion in cash#

The minimum charter capital is VND 10,000 billion — approximately $380–400 million at current rates — paid in cash in Vietnamese dong. This is not a net asset test or a capital adequacy ratio. It is paid-up cash.

For context, South Korea requires approximately KRW 3 billion (~$2 million) for a Virtual Asset Service Provider registration. Japan's regime requires no specific minimum capital for crypto exchange registration, relying instead on net asset requirements. Vietnam's threshold is roughly 190 times South Korea's.

The requirement is clearly designed to limit participation to well-capitalised conglomerates and to signal regulatory seriousness. It also functions as an implicit consumer protection mechanism — any licensed operator will have substantial capital at risk.

Ownership: institutional majority, foreign minority#

The operator must be a Vietnamese-incorporated joint stock company or limited liability company. At least 65% of charter capital must come from organisations — specifically banks, securities firms, investment funds, insurance companies, or technology enterprises. This means individual shareholders can hold no more than 35%.

Foreign ownership is capped at 49%. An international exchange or fund cannot hold majority control of a licensed Vietnamese crypto exchange. Combined with the 65% institutional requirement, the practical structure for any foreign-backed applicant is a minority stake alongside a Vietnamese institutional majority.

Shareholder profitability#

Organisational shareholders must have recorded net profits for two consecutive fiscal years, supported by approved independent audit reports. This requirement excludes newly formed special-purpose vehicles and effectively mandates that institutional backers have established, profitable operations in Vietnam or elsewhere.

Technical infrastructure: Level-4 security#

Licensed operators must achieve Level-4 information security — the second-highest civilian security classification in Vietnam, one level below the top. The system appraisal involves a joint review by the Ministry of Science and Technology, the Ministry of Public Security, and the Ministry of National Defense.

This is not a box-ticking exercise. The three-ministry appraisal process has no established precedent for crypto exchange applicants, and no published timeline for completion. Firms familiar with Vietnam's regulatory environment will recognise this as a potential bottleneck — coordination across three ministries on a novel application type could take considerably longer than the Decision 96 processing timelines suggest.

Personnel standards#

• CEO: minimum two years of experience in finance
• CTO: minimum five years of relevant technical experience

These are relatively modest by international standards. The more significant barrier is that senior officers must be associated with an entity that has already met the capital threshold and completed the security appraisal — the personnel requirements are a qualification gate, not the binding constraint.

Governance and physical presence#

Applicants must maintain documented risk management, compliance, and anti-money laundering frameworks. Headquarters must be physically established in Vietnam. This rules out remote or shell-company structures.

Processing timeline#

Decision 96 sets out defined processing windows:

• 20 working days for the State Securities Commission to issue an initial written response on application completeness
• 30 working days for the Ministry of Finance to conduct full substantive review and issue or refuse the licence
• 7 working days for licence adjustments
• 5 working days for revocations

The application deadline was 15 January 2026. The pilot launch was originally targeted for 28 February 2026, but as of April 2026, no exchange has commenced operations and no licence has been formally issued.

The competitive field: seven applied, five shortlisted, none yet qualified#

Seven applications were filed. Dolphinex Encrypted Asset Services JSC and SSI Digital Technology JSC were rejected for incomplete documentation. The Ministry of Finance shortlisted five:

The gap between these registered capital figures and the VND 10,000 billion requirement is stark. Even VIXEX and Vietnam Digital Assets JSC — the two largest at VND 1 trillion each — sit at just 10% of the threshold. LPEX, at VND 6.8 billion with only individual shareholders, faces both a capital shortfall of over 99.9% and a structural ownership problem under the 65% institutional requirement.

Vimexchange: the outsider that meets the bar#

Vimexchange was established in June 2025 with VND 10,000 billion from inception — the only entity known to have met the capital requirement from the outset. Its largest shareholder is Vimeditmex Pharmaceutical Group JSC (50%, contributing VND 5,000 billion), with Hoa Binh Securities, Bao Tin Manh Hai Jewelry JSC, and Hoa Binh Investment & Development JSC holding the remaining stakes. Notably, Vimexchange does not appear on the Ministry of Finance's shortlist of five applicants, raising questions about whether it filed by the deadline or is pursuing a different path.

CAEX: the international capital play#

CAEX is the only shortlisted entity actively pursuing the capital requirement through international partnerships. In April 2026, it announced investment agreements with OKX Ventures and HashKey Capital, with funds expected to close by end of April 2026. If completed, this would bring CAEX to the VND 10,000 billion threshold — making it the first shortlisted applicant to potentially clear the bar.

The OKX Ventures and HashKey Capital investments represent the most concrete path for international crypto-native firms to enter Vietnam's regulated market. Both investors would hold minority positions, consistent with the 49% foreign ownership cap, while VPBank Securities and LynkiD provide the institutional ownership base.

What this means for international firms#

The licensing framework creates three viable entry paths for international firms:

1. Minority investment in a capitalised operator. This is the model OKX Ventures and HashKey Capital are pursuing through CAEX. The 49% foreign ownership cap means international firms cannot hold control, but a substantial minority stake in a licensed operator provides market access, brand presence, and revenue participation. The key risk is dependence on Vietnamese institutional partners for governance and operational decisions.

2. Technology or infrastructure partnership. A licensed operator needs Level-4 security infrastructure, trading engine technology, custody solutions, and compliance systems. International exchanges and technology providers can supply these without taking an equity stake. This avoids the capital commitment but offers no direct revenue from trading fees. The Binance-VIFC MoU represents an early example of this approach at the strategic level.

3. Wait for a second licensing round. The pilot runs until 2030. If the initial five licences prove commercially viable, Vietnam may expand the licensing regime — potentially with adjusted capital requirements or a different regulatory structure. Firms not willing to commit $390 million on pilot-phase terms may find a more favourable entry point in later rounds. In the interim, Vietnam's fintech sandbox under Decree 94 offers a lower-capital path for testing digital asset-adjacent services.

The concentration question#

MB Bank president Luu Trung Thai has publicly noted that South Korea has approximately 30 licensed crypto firms but only two are "truly successful" — a pointed observation about market concentration. Vietnam's approach — capping licences at five and requiring nearly $400 million in capital — essentially pre-engineers this concentration. The question is whether five heavily capitalised operators will generate more stable market development than a larger number of smaller, competitive players.

The high capital requirement also means that any licensed operator will be deeply motivated to generate returns — $390 million in parked cash demands a business model that can justify the opportunity cost. This could drive aggressive trading fee structures, pressure to list tokens rapidly, or lobbying for expanded scope beyond the pilot's initial boundaries.

What remains unclear#

Several material questions are unresolved as of April 2026:

• No licence has been issued. The February 2026 launch target has passed. The Ministry of Finance has not publicly explained the delay, though the capital shortfall across all shortlisted applicants is the most obvious explanation.
• Level-4 security appraisal timelines are unknown. The three-ministry review has no precedent for crypto platforms. Firms planning their compliance roadmap cannot reliably estimate how long this will take.
• Token listing criteria are undefined. Which crypto assets may be listed on a licensed exchange? The framework establishes the exchange licensing structure but does not specify asset eligibility — a critical operational detail.
• Tax treatment remains unsettled. The pilot framework does not establish a specific tax regime for crypto trading profits. Separate guidance from the Ministry of Finance or General Department of Taxation will be needed before investors can model after-tax returns.

Practical implications#

For international firms evaluating Vietnam's crypto market, the calculus is straightforward. Direct licensing requires approximately $390 million in cash, a Vietnamese institutional majority, and a security certification process with no predictable timeline. The five-licence cap means the window may already be closing — particularly if CAEX closes its OKX Ventures and HashKey Capital round and Vimexchange's status becomes clearer.

The more realistic path for most international firms is partnership — either equity participation within the 49% cap or technology supply arrangements with licensed operators. Firms already present in the VIFC's broader digital asset ecosystem may find that their existing relationships and regulatory familiarity give them an advantage in structuring these arrangements.

Vietnam has chosen to launch its crypto exchange market with the tightest licensing conditions in the region. Whether that produces a stable, well-capitalised market or simply concentrates risk in a handful of operators will be the defining question of the pilot's first two years.

This article reflects the regulatory position as of 18 April 2026. We will update it as licences are issued and the pilot program progresses.