Vietnamese Tech Companies Aiming to Run a Crypto Issuance Platform: The Licensing Preparation Roadmap

Becoming a crypto-asset service organisation in Vietnam is not an ordinary business registration: Resolution 05/2025 erects a VND 10,000 billion capital fence, a 49% foreign ownership ceiling and a Ministry of Finance licensing regime. An enterprise seeking a licence — especially a joint venture with a foreign partner — must design its capital and shareholder structure to that fence from the very start.

Governing Instruments

The core conditions in Article 8 of Resolution 05/2025: capital and ownership structure

Resolution 05/2025/NQ-CP defines a crypto-asset service organisation as an enterprise established in Vietnam licensed by the Ministry of Finance within the pilot framework, with two hard quantitative conditions: contributed charter capital of at least VND 10,000 billion, and ownership by foreign-invested organisations in charter capital not exceeding 49%. This capital threshold places crypto-asset service organisations among the most highly capitalised financial organisations in the system — on par with a commercial bank — with a clear regulator message: the pilot market is only for organisations with real financial capacity, not for thinly capitalised exchange startups.

The 49% foreign ownership cap has a direct structural consequence for foreign platforms entering Vietnam: they cannot set up a 100% foreign-owned company to operate an exchange; the workable model is a joint venture with a Vietnamese partner holding from 51%, or buying a minority stake in a qualifying Vietnamese organisation. Every “nominee holding” structure to circumvent the cap is excluded by investment law and the pilot regime, and is the point the licensing authority scrutinises most closely because it decides actual control of the pilot market.

The dossier, the licensing authority and post-licensing operating conditions

The licensing authority is the Ministry of Finance — the body chairing the organisation of the crypto-asset market pilot under Resolution 05/2025. The application dossier in structure comprises: the legal entity and capital file (charter, confirmation of fully contributed charter capital of VND 10,000 billion, shareholder list and foreign ownership ratio), the capacity file (executive team and specialist personnel, trading and custody technology systems, risk management, anti-money laundering and security processes), and the operating plan within the pilot framework (the crypto assets planned for listing, the investor categories served, the mechanism segregating client assets from the organisation own assets). Technical detail of each condition group is set by Ministry of Finance guidance texts; an applicant should work with the licensing authority from the pre-filing stage to fix the applicable catalogue.

After licensing, the organisation is under continuous pilot supervision: it may only serve crypto assets and investor categories within the pilot scope, must comply with client asset segregation and preservation rules, report periodically to the regulator, and faces penalties under Decree 284/2026/ND-CP for violations in the crypto-asset field (effective 1 September 2026) — including providing services without a licence. Foreign investors trade in the market only through these licensed organisations, not directly with platforms outside the framework.

Application Analysis

On the roadmap, an enterprise in practice passes three stages: structure design (choosing a joint-venture partner satisfying the 49% cap, fully contributing VND 10,000 billion of charter capital — real contributed capital, not registered capital), pre-filing with the Ministry of Finance (confirming the dossier catalogue and technical conditions applicable), and licensing appraisal. The commonly underestimated point is the contributed-capital requirement: VND 10,000 billion must actually be paid in before licensing, meaning investors must lock a very large amount of capital during a pre-revenue phase — this itself is a commitment test, and the reason the number of licensed organisations during the pilot period will be very limited.

For a foreign investor seeking presence in this market, there are three lawful doors: contributing a minority stake of up to 49% into a licensed service organisation; providing technology and support services to a licensed organisation under a service contract (without holding market-operation control); or waiting for the post-pilot regime. The door that does not exist is operating a trading platform targeting investors in Vietnam from outside the pilot framework — that activity is penalised under Decree 284/2026 with criminal exposure for unlawful business depending on gravity. An enterprise should fix clearly which door it stands at before signing any cooperation agreement with an unlicensed platform.

Recommended Actions

Design the shareholder structure to Article 8 of Resolution 05/2025 from the start: contributed charter capital of at least VND 10,000 billion, foreign ownership at most 49%.
Work pre-filing with the Ministry of Finance to fix the dossier catalogue and technical conditions (systems, custody, anti-money laundering) applicable at filing.
Prepare the three-layer dossier: entity, capital and shareholders; personnel and systems capacity; the operating plan and client asset segregation mechanism.
Design post-licensing compliance inside the operating plan itself: listing scope, investor categories, supervisory reporting and Decree 284/2026 sanctions.

Frequently Asked Questions

What dossier must a technology enterprise prepare to become a crypto-asset issuance platform?

Three dossier layers: (1) entity, capital and shareholders — the file for establishing an enterprise in Vietnam, confirmation of contributed charter capital of at least VND 10,000 billion, the shareholder list and the foreign-block ownership ratio not exceeding 49% under Article 8 of Resolution 05/2025; (2) operating capacity — the executive team and specialist personnel, trading and custody technology systems, risk management, anti-money laundering, customer identification and information security processes; (3) the operating plan within the pilot framework — the crypto assets planned for issuance and listing, the investor categories served, and the client asset segregation and preservation mechanism. The detailed catalogue follows the guidance of the Ministry of Finance — the licensing authority — at filing time.

What are the capital and foreign shareholder conditions of a crypto-asset service organisation under Resolution 05/2025?

Under Article 8 of Resolution 05/2025/NQ-CP: a crypto-asset service organisation must be an enterprise established in Vietnam, with contributed charter capital of at least VND 10,000 billion — actually contributed capital, not registered capital — and ownership by foreign-invested organisations in charter capital of at most 49%. The 49% cap applies to the total ownership of the foreign block, so a foreign platform cannot operate an exchange through a 100% foreign-owned subsidiary in Vietnam; the lawful models are a joint venture with a Vietnamese partner holding the majority, or a minority contribution into a qualifying Vietnamese organisation.

Through which authority does the licensing roadmap for a crypto-asset exchange or platform run?

Through the Ministry of Finance — the body chairing the crypto-asset market pilot organisation under Resolution 05/2025 and the licensing authority for service organisations. The practical roadmap has three stages: designing the enterprise structure to satisfy Article 8 (VND 10,000 billion contributed, foreign ownership at most 49%); pre-filing with the licensing authority to fix the dossier catalogue and technical conditions applicable; and licensing appraisal before services may be provided on the pilot market. Providing services without a licence is penalised under Decree 284/2026/ND-CP from 1 September 2026.

How should an enterprise prepare technology infrastructure and information security to meet licensing conditions?

Under the capacity condition group of the pilot framework: trading and custody systems must segregate client assets from the organisation own assets by wallet and by account; key and digital-asset security mechanisms are required (cold storage, multi-signature, role-based access control); transaction logs must be fully retained for inspection and dispute resolution; customer identification and anti-money laundering processes must connect to reporting requirements; and incident response, backup and disaster recovery plans are needed. The technical detail level is set by Ministry of Finance guidance — an enterprise should check the technical condition catalogue at the pre-filing stage instead of building the system first and verifying afterwards.