On June 27, 2025, the National Assembly passed Resolution No. 222/2025/QH15 (“Resolution 222”) providing regulations on the Vietnam International Financial Centers (“VIFC”). Resolution 222 authorizes the Government to establish VIFCs located in Da Nang and Ho Chi Minh City, which will gather members comprising financial institutions and service providers, and allows such members to enjoy special and unprecedented preferential policies and mechanisms.
1. Operating Mechanism of VIFC:
- The Government shall issue a Decree on the establishment of VIFCs in Ho Chi Minh City and Da Nang City.
- All operations of the VIFC shall be governed, supervised, and managed by three independent systems of authorities and organizations, including:
- The Executive Authority;
- The Supervisory Authority;
- The Dispute Resolution Authority.
- These bodies shall be independent from local governments and ministries, operating under the VIFC’s own structure. Specifically:
- The Executive and Supervisory Authorities shall operate in a streamlined manner, applying special administrative procedures, with priority given to the Operational Regulation issued by the Executive Authority to address matters under its jurisdiction;
- The International Arbitration Center within the VIFC shall be entirely independent from Vietnam’s existing judicial system. Members may choose to have their disputes resolved by this Arbitration Center, and its awards shall be final and enforceable.
2. Members of VIFC:
- Financial institutions, investment funds, or enterprises listed in the Fortune Global 500 (as published by Fortune Magazine), or their direct parent companies, excluding entities operating in the banking, securities, or insurance sectors;
- Domestic financial institutions ranked among the top ten by charter capital in their respective sectors, excluding banking, securities, and insurance;
- Organizations and enterprises that apply for VIFC membership and meet requirements on financial capacity, reputation, and business alignment with VIFC’s development orientation;
- Branches or representative offices of foreign banks, Vietnamese commercial banks, securities institutions, and insurance enterprises.
Each VIFC member shall be granted a unique identification number, equivalent to an enterprise code, and shall be recorded in the VIFC Members Registry.
3. Privileges of VIFC Members and Foreign Investors:
3.1. Privileges of VIFC Members:
- May raise funds internationally (from organizations or individuals outside Vietnam, or from non-residents) without prior approval from authorities, provided that they fulfill reporting and information disclosure obligations. Such borrowings shall not be counted toward Vietnam’s foreign debt indicators;
- May freely invest and conduct business with overseas organizations, individuals, or other VIFC members under their granted licenses;
- May adopt International Accounting Standards (IAS/IFRS) or other internationally accepted accounting principles. Entities choosing non-Vietnamese accounting standards shall not be required to prepare financial statements in accordance with Vietnamese Accounting Standards.
3.2. Privileges of Foreign Investors:
- No foreign ownership restrictions: foreign investors may wholly or partially own shares or capital contributions in VIFC members;
- May establish economic organizations within the VIFC without the need for investment projects or investment registration certificates/approvals. After establishment, such entities shall carry out investment procedures as required.
(This policy aligns with the draft Law on Investment currently under discussion, as reported in ATA’s Legal Update dated September 15, 2025: “DRAFT LAW ON BUSINESS INVESTMENT: SIMPLIFICATION OF PROCEDURES IN BUSINESS INVESTMENT”) - Exempt from capital contribution/share purchase registration procedures, only required to notify changes in enterprise registration information (except for banking activities).
4. Special Preferential Policies for VIFC and its Members:
4.1. Free Foreign Exchange Transactions:
- Unrestricted foreign exchange transactions between VIFC members, and between members and overseas organizations or individuals;
- Members may borrow in foreign currency from foreign entities, with only reporting obligations;
- Members may lend foreign currency to domestic entities that are not VIFC members;
- When transferring funds abroad for investment or lending, wholly foreign-owned members are exempt from administrative procedures related to foreign exchange management.
4.2. Pilot Implementation of Unregulated Business Models:
- Startups may raise capital via crowdfunding or private offerings through licensed fundraising platforms within the VIFC;
- Permitted to pilot controlled financial experiments and time-limited trials for technologies, products, services, and business models not yet regulated by Vietnamese law.
4.3. Outstanding Tax Incentives:
- Corporate Income Tax (CIT):
+ New projects in priority sectors within the VIFC: 10% tax rate for 30 years, tax exemption for up to 4 years, and 50% reduction for up to 9 subsequent years;
+ Other new projects not in priority sectors: 15% tax rate for 15 years, tax exemption for up to 2 years, and 50% reduction for up to 4 subsequent years.
These incentives are exceptionally generous—more favorable than both the standard CIT rate (20%) and the current preferential regime for projects in specially difficult socio-economic areas (10% for up to 15 years, with 4-year exemption and 9-year reduction).
- Personal Income Tax (PIT):
+ Managers, experts, scientists, and highly skilled personnel (Vietnamese and foreign) working at the VIFC: PIT exemption on salaries and wages derived from VIFC work until the end of 2030;
+ Individuals earning income from transfer of shares, capital contributions, or capital rights in VIFC members: PIT exemption until the end of 2030.
4.4. Labor and Social Security Incentives:
- Foreigners who are key investors, experts, managers, or highly skilled workers, and their family members, shall be eligible for visas, temporary residence cards up to 10 years, or permanent residence cards;
- Foreign workers at the VIFC shall be exempt from work permits if they meet professional standards;
- VIFC members may freely hire foreign workers without ratio limitations, and are exempt from labor demand assessments and domestic recruitment announcements;
- Foreign employees who already participate in social, medical, and unemployment insurance schemes abroad may be partially exempted from mandatory contributions in Vietnam;
- Ho Chi Minh City and Da Nang shall allocate land and budgets for worker housing projects near the VIFCs.
5. Exemption from Liability for Individuals Involved in Developing and Implementing the Resolution:
- Organizations and individuals participating in controlled pilot programs, as well as management and supervisory bodies, shall be exempt from administrative, disciplinary, or civil liability to the State for damages incurred due to objective reasons, provided that they comply with testing procedures.
In cases of damage to other organizations or individuals, the pilot entities must compensate as prescribed by law, and may receive partial reimbursement from the budgets of Ho Chi Minh City or Da Nang depending on the severity of damage and fiscal capacity; - Officials, civil servants, and public employees involved in formulating or implementing the mechanisms and policies under this Resolution and related legal documents may be excluded or exempted from responsibility, or have their liability mitigated as provided by law.
Resolution 222 takes effect on September 1, 2025.
After five years of implementation, the Government shall report on the results and propose the enactment of a Law on the Vietnam International Financial Center./.
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