I. Introduction

On 27/6/2025, the National Assembly of Vietnam passed Resolution 222/2025/QH15, paving the way for the establishment of the International Financial Centers  in Ho Chi Minh City and Da Nang. This landmark resolution marks a significant step toward creating a regulated environment for digital asset trading, including non-fungible tokens (NFTs), cryptocurrencies, and other digital assets. Previously, these assets operated in a legal "grey area" in Vietnam, exposing investors to significant risks due to the absence of clear regulations. The resolution, together with the forthcoming Law on Digital Technology Industry (LDTI),effective from January 1, 2026, are expected to establish a robust legal framework to integrate digital assets into Vietnam’s financial ecosystem.

This article analyzes the legal framework outlined in Resolution 222/2025/QH15 and the LDTI, focusing on the establishment and operation of digital asset exchanges within the IFCs. It also explores the opportunities and key preparations required for businesses and investors looking to engage in this emerging market.

II. Legal Framework for digital asset transactions in the IFC

1.Overview of Resolution 222/2025/QH15

Vietnam is transforming its financial sector with the establishment of the International Financial Centers (IFC) in Ho Chi Minh City and Da Nang, focusing on advanced services like digital assets. These centers aim to drive financial innovation while ensuring regulatory oversight.

Resolution 222/2025/QH15 sets the foundation for these IFCs, promoting a dynamic financial environment that includes digital asset trading platforms. This supports Vietnam’s goal of becoming a regional leader in financial services.

2. Key Provisions of the LDTI

The Law on Digital Transactions and Investment (LDTI), effective from January 1, 2026, establishes a crucial legal framework for digital assets in Vietnam, resolving long-standing uncertainties in the regulatory landscape. This law is pivotal in providing clarity and legal recognition for digital assets, including cryptocurrencies and NFTs, creating a secure environment for their trade and investment.

Legal Recognition of Digital Assets

A key feature of the LDTI is its recognition of digital assets as legitimate "assets under the Civil Code," equating them to traditional physical or financial assets. This breakthrough is significant because, until now, cryptocurrencies were not considered legal tender, and NFTs lacked clear legal standing. With this recognition, digital assets can now be securely traded, transferred, and protected under the law, instilling greater confidence among investors and businesses alike.

Classification of Digital Assets

The LDTI classifies digital assets into clear categories to ensure regulatory precision. Virtual assets, such as cryptocurrencies like Bitcoin and Ethereum, are defined as digital assets used for exchange or investment. This classification clearly distinguishes them from securities, fiat currencies, and other financial instruments, eliminating potential regulatory overlap.

Crypto assets, which rely on cryptographic technology for their creation, issuance, storage, and transfer, encompass both cryptocurrencies and NFTs. NFTs, in particular, are recognized as a unique class, with their reliance on cryptographic verification to establish uniqueness and ownership (e.g., digital art or in-game items). This distinction ensures that each asset type receives tailored regulation, enhancing clarity for both businesses and investors.

Comprehensive Management of Digital Assets

The LDTI provides a holistic regulatory framework that covers all stages of digital assets—from creation and issuance to storage, transfer, and ownership. This structure guarantees legal certainty for every transaction involving digital assets.

The law also emphasizes strong security measures, including robust cybersecurity protocols, anti-money laundering (AML) practices, and counter-terrorism financing (CTF) efforts. These are aligned with global standards such as those set by the Financial Action Task Force (FATF), ensuring that Vietnam’s digital asset market remains safe and trustworthy.

Additionally, the LDTI outlines specific conditions for businesses offering digital asset services, including licensing requirements for entities operating exchanges. This ensures that only qualified entities can participate, maintaining the market's integrity and stability.

Furthermore, the law grants the government the flexibility to issue detailed regulations on authority, management, and classification, allowing the legal framework to adapt to the fast-evolving digital asset landscape..

3.Mechanisms for establishing and operating digital asset exchanges in the IFC

According to Article 25,digital assets and fintech are among the sectors encouraged within the IFC. As such, businesses involved in digital asset projects are eligible for tax incentives, including a 10% corporate income tax (CIT) rate for 30 years, a full CIT exemption for up to 4 years, and a 50% tax reduction for the subsequent 9 years.

A key advantage of the IFC in Vietnam, compared to other international financial centers like those in Singapore, Hong Kong, UAE-DIFC, and the UK, is that Resolution 222 allows IFC members to establish digital asset exchanges and trading platforms. This goes beyond traditional sectors like banking, securities, insurance, derivatives, currency, carbon credits, or art, and includes new trading platforms that meetemerging development needs—such as those for digital assets like NFTs andtokenized assets.

Members of the IFC can apply for licensing to operate digital asset exchanges directly with the IFC’s governing authority, rather than submitting their applications to central financial regulators, as is required in other global financial hubs (e.g., MAS in Singapore, SFC in Hong Kong, and DFSA in DIFC-UAE). This provides a more flexible regulatory approach for Vietnam’s IFC.

While the government will provide specific guidelines for the formation and operation of exchanges and platforms—including those for digital assets—the process is generally understood to be flexible. Exchanges and platforms will operate under market principles, ensuring healthy competition, transparency, and promoting the participation of both domestic and international investors. These exchanges must also adhere to international standards for trading, payments, disclosure, and risk management.

Organizations establishing digital asset exchanges are required to develop internal regulations covering listing, trading, payments, asset management, and membership in alignment with the specific nature of each type of transaction. Once approved by the relevant authorities, members that meet the criteria will be able to access products, services, and trading opportunities as defined by the exchange or platform.

III. Preparations for Investors and Businesses

The IFC's legal framework offers exciting opportunities for investors and businesses looking to engage with digital asset exchanges. However, to fully capitalize on these prospects, careful preparation is key.

Preparations for Businesses and Investors

To successfully establish or engage with digital asset exchanges in the IFC, businesses and investors should focus on the following notes:

• Understand Regulatory Requirements: It is crucial to become familiar with the Digital Technology Law and upcoming regulations to ensure compliance with licensing requirements, anti-money laundering (AML),counter-terrorism financing (CFT), and cybersecurity standards.
• Invest in Technology and Cybersecurity: Based on our experience assisting clients with licenses for payment services like e-wallets, payment gateways, and fintech solutions such as P2P lending and credit scoring, it is clear that applying for a digital asset exchange license requires a strong technical infrastructure at the time of application, not after the license is granted. The system must meet safety, security, and operational standards and undergo successful testing before submission. Therefore, investors should be prepared with the necessary financial and technical resources to develop and maintain the exchange infrastructure, ensuring it meets all licensing requirements.
• Monitor Global Trends: As outlined in Resolution 222, exchanges and trading platforms must adhere to international standards for trading, payments, transparency, and risk management. Investors looking to establish digital asset exchanges should stay informed about global regulatory trends to ensure their strategies remain competitive and aligned with global best practices.

IV. Conclusion

Resolution 222/2025/QH15 and the Law on Digital Technology Industry establish a groundbreaking legal framework for digital asset exchanges in Vietnam’s IFC, offering immense potential for innovation, transparency, and investor confidence. By allowing IFC members to establish digital asset exchanges with licensing granted by the IFC’s governing authority, rather than the central financial regulators (such as the State Bank of Vietnam), the IFC positions Vietnam as a competitive hub for digital finance.

This unique structure presents significant opportunities for businesses and investors in the digital asset space, including NFTs, cryptocurrencies, and digital assets. By strategically preparing and aligning with international standards, investors can leverage legal clarity, market growth, and integration opportunities. With effective implementation, the IFC offers a dynamic environment where digital asset industry investors can thrive, making Vietnam an attractive destination for future business ventures.