The pilot framework in Resolution 05/2025/NQ-CP of 9 September 2025 opens, for the first time, a lawful path for issuing crypto assets in Vietnam, but the path is narrow and gated. An issued asset must rest on a real underlying asset, must not be constituted as a security and must not be constituted as fiat currency; the issuer must be a Vietnamese enterprise with a prospectus registered and published in the pilot form; and offering and trading may occur only through a service provider licensed by the Ministry of Finance, settled in Vietnamese dong. This article sets out the three condition layers an issuer must clear: underlying-asset conditions, prospectus and information duties, and the distribution channel, together with the in-country and foreign investor boundary inside one issuance.
Issuance conditions: a real underlying asset is the first gate
The root condition of the pilot framework is that every issued crypto asset must attach to a real underlying asset. The requirement removes from the field tokens with nothing behind them, issuance models resting purely on price appreciation expectations, and in particular two nominally excluded forms: a crypto asset must not be constituted as a security and must not be constituted as fiat money.
Entity conditions are equally tight: the issuer is a Vietnamese enterprise under domestic management and reporting, instead of an issuance run through a foreign vehicle then offered into Vietnam. Issuance by itself creates no market service licence: offering, listing and secondary trading must pass through a licensed crypto-asset service provider, a group that must meet contributed charter capital of at least VND 10,000 billion and a maximum 49 percent foreign ownership cap under the pilot framework.
The prospectus: core contents and responsibility for information
The prospectus is the central legal document of an issuance and must be registered and published in the pilot framework form before any offering. A qualifying prospectus must present at minimum: the issuer and the individuals bearing primary responsibility; a description of the underlying asset, the basis of rights over it and its valuation and verification mechanism; the characteristics of the issued crypto asset including total supply, any additional issuance or burn mechanism, holder rights and their limits; the plan for using proceeds collected in Vietnamese dong; and a risk warning written for this specific issuance, covering underlying-asset risk, secondary liquidity risk and the risk that the five-year pilot expires without a permanent framework replacing it.
Responsibility for prospectus information rests with the issuer and the individuals signing it under the pilot framework liability mechanism: false, misleading or materially incomplete information can lead to administrative sanctions under Decree 284/2026/ND-CP effective from 1 September 2026, suspension of the issuance, and civil damages to harmed buyers. This article states the sanction frame at principle level and does not fix the fine for each act, because concrete amounts must be checked against the sanctioning decree provisions on a real file.
Post-issuance duties and the domestic-foreign investor boundary
After issuance, the issuer carries periodic and ad hoc disclosure duties matching the life of the underlying asset: changes in ownership or disputes touching the underlying asset, valuation mechanism changes, events affecting the ability to honour holder rights and any use of proceeds departing from the prospectus plan are all events to disclose promptly through the channel of the service provider where the asset trades. The duty lasts while the crypto asset remains in circulation inside the pilot framework, and the issuer should designate a disclosure owner with an internal approval process rather than leaving disclosure to a communications team.
On the buyer side, the pilot framework designs the market for both domestic and foreign investors participating through licensed providers, with trading and settlement in Vietnamese dong. The condition difference between the two groups sits not in the issuer prospectus but in access channels and investor-side compliance: foreign investors participate through a Vietnam-licensed service provider, comply with foreign exchange management on money flows, and the foreign ownership cap applies at the service provider level rather than directly to each issuance.
Frequently Asked Questions
What issuance conditions must a crypto-asset issuer in Vietnam satisfy?
The three condition layers are: the issued crypto asset must rest on a real underlying asset and must not be constituted as a security or fiat currency; the issuer must be a Vietnamese enterprise preparing a prospectus registered and published in the pilot framework form; and offering and trading must run through a Ministry of Finance licensed service provider with settlement in Vietnamese dong. The issuer must also prove lawful rights over the underlying asset and its valuation and verification mechanism. Issuance outside these layers, including issuance through a foreign vehicle offered into Vietnam, sits outside the Resolution 05/2025/NQ-CP pilot framework.
What must a crypto-asset issuance prospectus contain and who is responsible for its information?
A prospectus must contain the issuer and primarily responsible individuals, a description of the underlying asset with its rights basis and valuation and verification mechanism, the crypto asset characteristics including total supply and holder rights, the plan for using collected proceeds, and a risk warning written for the specific issuance. Responsibility for prospectus truthfulness rests with the issuer and the signing individuals: false information or omission of a material fact can be sanctioned under Decree 284/2026/ND-CP, lead to issuance suspension and require damages to buyers.
How long do the issuer disclosure duties last after issuance?
The duty lasts while the crypto asset remains in circulation: periodic disclosure on the underlying asset status and use of proceeds against the published plan, and ad hoc disclosure of disputes or movements in the underlying asset, valuation mechanism changes or events affecting holder rights. Disclosure runs through the service provider channel where the asset trades so all holders receive information simultaneously. The issuer should designate a disclosure owner and a dedicated internal approval process, because late disclosure of adverse events is the largest sanction risk of the post-issuance phase.
How do issuance conditions differ for foreign and domestic investors?
The difference sits not in issuance conditions but in access channels and buyer-side compliance: both groups buy through a Vietnam-licensed service provider and settle in Vietnamese dong under Resolution 05/2025/NQ-CP; foreign investors additionally observe foreign exchange management on money flows and the limits applied through the service provider, where foreign ownership is capped at 49 percent at provider level. The issuer may not organise a parallel offering outside the pilot channel for foreign investors, and the prospectus must describe this single lawful distribution channel truthfully.
FLAT Law Firm structures the issuance and drafts the prospectus with you from the underlying asset up
The costliest mistake of a crypto-asset issuance is discovering that the underlying-asset structure fails the Resolution 05/2025/NQ-CP gate after money has been spent on technology and marketing. FLAT Law Firm starts by appraising the underlying asset and token holder rights, testing the structure against the intended licensed listing venue, and only then drafts the prospectus and the post-issuance disclosure process for the enterprise. Organisations considering an issuance inside the pilot framework may send a description of the underlying asset and the intended token structure for a legal feasibility assessment before preparing the prospectus registration file.
