On September 09, 2025, the Government issued Resolution 05/2025/NQ-CP (“Resolution 05”) on the implementation of a 5-year pilot program for the digital asset market, applicable to both service providers, issuers, as well as domestic and international investors when investing and operating in the digital asset market in Vietnam.
Accordingly, with Resolution 05, Digital Assets are for the first time identified within a transparent legal framework, with strict requirements on capital, technology, and governance. Let us, together with ATA, review the fundamental contents of this document.
1. What are Digital Assets, do they include “digital currency”, “virtual currency”?
At Clauses 1 and 2, Article 3 of Resolution 05 stipulates:
“1. Digital Assets are assets as defined by the Civil Code, expressed in the form of digital data, created, issued, stored, transferred, and authenticated by digital technology in an electronic environment.
2. Encrypted Assets are a type of Digital Asset that uses encryption technology or digital technology with similar functions to authenticate the asset during the process of creation, issuance, storage, and transfer. Encrypted Assets do not include securities, digital forms of legal tender, and other financial assets as prescribed by laws on civil and financial matters.”
Thus, it can be seen that Resolution 05 officially recognizes types of “digital currency”, “virtual currency” as assets under the Civil Code and introduces mechanisms to regulate and centrally manage these specific types of assets.
2. Vietnamese investors must deposit and centrally trade Encrypted Assets at licensed Digital Asset Service Providers
According to Resolution 05, domestic investors must open an account at Digital Asset Service Providers (“Service Providers”) licensed by the Ministry of Finance to deposit and trade Encrypted Assets. These organizations must meet strict conditions, including a minimum charter capital of VND 10,000 billion, 65% domestic capital, and a technology system meeting level-4 safety standards.
Once qualified, the Service Provider will be permitted to conduct activities such as:
-
Organizing the digital asset trading market;
-
Proprietary trading of digital assets;
-
Custody of digital assets;
-
Providing platforms for issuance of digital assets.
The deadline for Vietnamese investors to bring their Encrypted Assets into centralized trading at Service Providers is: 06 months from the time the Service Provider is licensed. Any transactions not carried out through the Service Provider after this deadline will be handled in accordance with regulations.
3. Vietnamese enterprises are allowed to issue Encrypted Assets
Resolution 05 allows Vietnamese enterprises to issue Encrypted Assets provided that:
-
They must be issued based on underlying assets that are real assets, excluding securities and legal tender;
-
They may only be offered to foreign investors; and
-
These Encrypted Assets may only be traded among foreign investors through licensed organizations.
However, we are concerned about Resolution 05’s requirement that Encrypted Assets must be issued based on underlying real assets. In practice, many international Encrypted Assets such as Bitcoin, Ethereum, Litecoin, Dogecoin, etc., are not based on or linked to real assets but mainly rely on market supply and demand, public trust, and macroeconomic factors. This is considered one of the defining characteristics of such Encrypted Assets. The requirement to “anchor” to real assets may limit the rights of Vietnamese enterprises. In addition, under this regulation, Resolution 05 also does not clarify whether enterprises must identify, update, and/or disclose information relating to the status or value of the underlying assets or the enterprise, as is the case with securities. We will have to wait for further guidance from competent authorities to clarify these issues.
Resolution 05 takes effect from September 09, 2025. After the 5-year pilot period, the digital asset market will continue to operate under this Resolution until a revised, supplementary, or replacement legal regulation is issued.
Comment: