Most Vietnamese users still trade on foreign crypto exchanges holding no licence in Vietnam. Resolution 05/2025/NQ-CP fundamentally changes the legal position of that activity: inside the pilot framework, only an organisation licensed by the Ministry of Finance may provide crypto-asset services to the Vietnamese market, and every transaction outside that channel sits outside State protection mechanisms. This article analyses three layers: the basis for handling unlicensed foreign exchanges, with the key dividing date of 1 September 2026 when Decree 284/2026/ND-CP takes effect; the concrete legal and asset-loss risks Vietnamese users carry on those venues; and the single licensing route a foreign exchange must take to serve Vietnam lawfully, plus the knock-on liability of Vietnamese enterprises marketing for an unlicensed exchange.
The basis for handling unlicensed exchanges and the 1 September 2026 dividing date
The first legal basis is the channel condition of the pilot framework: providing exchange, custody and other crypto-asset services to users in Vietnam is a conditional activity reserved to domestically licensed organisations. A foreign exchange reaching Vietnamese users through a Vietnamese interface, dong on-ramps via intermediaries or Vietnam-targeted advertising, without a licensed entity in Vietnam, is providing services without a licence, wherever its servers and home licence sit. A licence in a foreign jurisdiction creates no right to provide services into Vietnam, just as a foreign-licensed bank may not freely take deposits from the Vietnamese public.
The dividing date decides which sanction frame applies. From 1 September 2026, Decree 284/2026/ND-CP on administrative sanctions in the crypto-asset field takes effect as the specialised sanction frame for unlicensed service provision, with frame-level measures including fines and strict supplementary measures for serious conduct; this article fixes no concrete amount because provisions must be checked on a real file.
User risks: nobody stands behind your assets on an unlicensed exchange
The first user risk is losing the entire pilot-framework protection mechanism: assets on an unlicensed exchange enjoy no client-asset segregation principle, no Vietnamese supervisor oversight of reserves, and when the exchange fails, freezes withdrawals or is hacked, Vietnamese users must claim under the law and insolvency procedure of the exchange home jurisdiction at high cost and low recovery odds. The second risk is domestic account and money-flow risk: Vietnamese banks may freeze or refuse transactions linked to unlicensed exchanges under their own risk and anti-money laundering policies, leaving money stuck at the deposit and withdrawal step although the exchange account still shows a balance.
Two liability layers must be distinguished to avoid needless panic: the pilot framework and the sanctioning decree target mainly the unlicensed service provision side and organised violations, not the criminalisation of small individual users. But not being the main sanction target does not mean being protected: the user correct position is bearing the entire platform risk personally. A Vietnamese enterprise holding assets on an unlicensed exchange adds audit and internal compliance risk, because the holding has no lawful domestic custody counterparty to confirm balances and cannot pass an ordinary investment approval process.
The lawful licensing route for foreign exchanges and liability of domestic marketing partners
A foreign exchange wanting to serve the Vietnamese market lawfully has exactly one route: participate in a service provider licensed in Vietnam under the pilot framework, whose core conditions include a Vietnamese entity, contributed charter capital of at least VND 10,000 billion at provider level and a maximum 49 percent foreign ownership. The structure means a foreign exchange cannot enter through a service-providing branch or representative office; it must contribute capital, transfer technology or cooperate in operations with a domestic partner within that ownership limit, and all activity with Vietnamese users must run on the licensed entity, including dong trading and settlement, segregated custody and anti-money laundering duties.
The domestic partner in such a circumventing model is also the group with the clearest knock-on risk: a Vietnamese enterprise marketing, referring users or collecting money flows for an unlicensed exchange may be reviewed as participating in or facilitating unlicensed crypto-asset service provision, with administrative sanctions under the corresponding frame and the risk of bank account closure under anti-money laundering policy. Even where the marketing contract says the enterprise provides pure advertising, a commission calculated on the trading volume of referred users makes the actual role far exceed advertising.
Frequently Asked Questions
How is a foreign crypto exchange serving Vietnamese users without a licence handled?
From 1 September 2026, unlicensed crypto-asset service provision is sanctioned under Decree 284/2026/ND-CP, the specialised sanction frame for this field, including fines and strict supplementary measures for serious conduct at frame level. Before that date the conduct is reviewed under securities or monetary and foreign exchange sanction frames according to its nature. For an exchange with no presence in Vietnam, practical measures include market-access blocks such as app removal, payment gateway blocking and handling domestic facilitating partners.
What legal risks and asset-loss risks do Vietnamese users trading on unlicensed exchanges bear?
Users bear three main risks: losing pilot-framework protection, so an exchange failure, withdrawal freeze or hack must be claimed in a foreign jurisdiction at low recovery odds; domestic banks freezing or refusing transactions linked to unlicensed exchanges, leaving money stuck at the on-ramp and off-ramp; and tax and source-of-funds exposure when a large flow returns without documents from a domestic licensed organisation. Sanctions target mainly the unlicensed provision side, but the user position is bearing all platform risk personally with no State protection over assets on those venues.
Through which licensing channel must a foreign exchange go to serve the Vietnamese market lawfully?
The only lawful route is participating in a Ministry of Finance licensed service provider in Vietnam under Resolution 05/2025/NQ-CP: a Vietnamese entity, contributed charter capital of at least VND 10,000 billion at provider level, foreign ownership capped at 49 percent, and dong trading and settlement running on the licensed entity itself. The exchange cannot enter via a service branch or a model where the Vietnamese entity is a marketing shell while trading still runs abroad. The practical path is capital contribution or technology and operations cooperation with a domestic partner within the ownership limit, completing licensing before onboarding Vietnamese users.
Can a Vietnamese enterprise marketing for an unlicensed exchange be jointly liable?
Yes, the knock-on risk is clear. A Vietnamese enterprise marketing, referring users or collecting money flows for an unlicensed exchange may be reviewed as participating in or facilitating unlicensed crypto-asset service provision, face administrative sanctions under the corresponding frame and bank account closure under anti-money laundering policy, especially when commission follows the trading volume of referred users and the role exceeds pure advertising.
FLAT Law Firm checks the exchange licensing status and your marketing cooperation draft before you sign
Commission from an unlicensed exchange always looks attractive until the day the bank closes the account and the first official letter from the regulator arrives. FLAT Law Firm verifies the partner exchange legal status in Vietnam, reviews the commission and money-flow structure in the draft cooperation to locate the point where the enterprise is pulled into unlicensed service provision, and proposes a cooperation structure that activates only when the exchange completes the lawful licensing route.
