Article 8 of Resolution 05/2025/NQ-CP sets two figures that shape the entire capital structure of a crypto-asset exchange in Vietnam: minimum paid-up charter capital of VND 10 trillion, and foreign investors owning at most 49% of the charter capital of the trading market organisation. This article analyses how these two figures operate together with the 65% organisational shareholder condition and the over-35% institutional group, how the 49% cap is computed, and the issue of handling the capital structure when the pilot programme changes.
Governing Instruments
- Article 8 of Resolution 05/2025/NQ-CP — capital: a crypto-asset service provider must have paid-up charter capital of at least VND 10 trillion; “paid-up” charter capital is capital actually contributed by shareholders and members into the enterprise, a condition verified at licensing and to be maintained in operation under the licence management requirements.
- Article 8 of Resolution 05/2025/NQ-CP — organisational ownership structure: at least 65% of charter capital contributed by organisations; of which over 35% of charter capital is contributed by at least 02 organisations in the group of credit institutions, securities companies, fund management companies, insurance companies or technology enterprises — the effective maximum individual shareholding is 35% of charter capital.
- Article 8 of Resolution 05/2025/NQ-CP — the foreign cap: foreign investors may own at most 49% of the charter capital of a crypto-asset trading market organisation service provider — a cap computed on the foreign investor capital ownership ratio at the licensed organisation.
- The principle of determining ownership in financial licensing in Vietnam: a foreign investor ownership ratio is determined including direct ownership and ownership through related organisations under ownership regulations and the licensing authority appraisal file — for the crypto-asset pilot, the licensing authority is the Ministry of Finance and calculation details follow licensing guidance at appraisal time.
- The stability of capital and ownership conditions: licensing conditions under Resolution 05/2025/NQ-CP are maintenance conditions — a change of shareholder structure or capital transfer altering the foreign ownership ratio or the institutional group ratio must be approved by the licensing authority under the licence conditions, similar to the ownership change management principle at licensed financial institutions.
The VND 10 trillion paid-up charter capital figure must be understood correctly before discussing structure: this is real money capital paid into the enterprise at licensing time, and a condition maintained throughout the licensed operation — not a commitment to contribute in the future, and not loan capital recorded as equity. For an investor, the consequence is that VND 10 trillion of cash flow must be raised and locked into the exchange enterprise before the first market revenue, and any “circular contribution” structure through related companies will be looked through in the licensing authority capital source appraisal, as is customary in appraising capital of every financial institution. At the same time, large charter capital is not by itself a guarantee asset for clients: the duty to segregate transacting investor assets from exchange assets is a separate professional requirement in the licensing conditions — the two protection layers (exchange capital and client asset segregation) do not replace each other.
Counsel’s Assessment
The 49% cap is computed on charter capital — the foreign investor capital ownership ratio at the trading market organisation service provider — per the text of Article 8 of Resolution 05/2025/NQ-CP. The question of whether the cap is on capital or on voting rights has this practical answer: in a Vietnamese joint stock company, voting rights attach to ordinary shares, so the charter capital ratio and the voting ratio normally coincide unless the charter creates a voting preference share structure — and any structure decoupling the two ratios is content the licensing authority will examine in appraising the ownership condition, because the purpose of the cap is to limit foreign capital controlling influence over market infrastructure. On indirect ownership: where a foreign investor participates through a holding company — domestic or foreign — its ownership portion at the exchange must still be determined transparently in the licensing file under the beneficial ownership determination principle; a holding structure does not make the foreign element of that capital “disappear” before the appraisal authority. Technical details on converting indirect ownership tier by tier follow Ministry of Finance guidance — an enterprise should obtain confirmation during pre-appraisal instead of designing a structure at the cap edge by itself.
Placing the 49% cap beside the two other ownership conditions reveals the full mandatory capital structure picture: foreign at most 49%, domestic and foreign organisations combined at least 65%, and the financial and technology institutional group alone (credit institutions, securities companies, fund management companies, insurance companies, technology enterprises) at least 2 organisations holding over 35%. In aggregate, the capital portion for individual shareholders is at most 35%, and the domestic portion (Vietnamese organisations and individuals combined) is at least 51%. This is the structure of a market infrastructure controlled by domestic capital, anchored by professional institutions, and open to foreign capital at a large minority — enough for an international exchange to bring in technology, liquidity and governance, but not control. A foreign investor wanting deeper participation than ownership must use contractual tools (technology cooperation, liquidity provision, shareholders agreements within legal limits) rather than expecting the cap to be loosened during the pilot phase.
The over-cap issue arising after licensing — from transfers between shareholders or from the pilot programme ending and a new law changing the ratio — is handled under two principle layers. Layer one, while the licence is in force: every ownership structure change affecting the condition ratios (49% foreign, 65% organisations, over 35% institutions) must comply with the licence conditions and be approved by the licensing authority under the licensed institution change management process; a structure self-made over the cap breaches the licensing conditions and may lead to a requirement to remedy back within the cap or measures on the licence. Layer two, when the pilot programme ends or is legislated with a different ratio: handling the existing structure follows the transitional provisions of the instrument ending or replacing the programme — experience from financial pilots in Vietnam is that the transitional instrument prescribes an adjustment roadmap rather than forcing immediate divestment, but the specific content is known only when that instrument is issued. Therefore, the shareholders agreement from the start needs a structure adjustment clause for law changes (buy-back priority rights, valuation mechanism, ratio reduction roadmap) so transitional risk is allocated by contract instead of by dispute.
Proposed Roadmap
- Design the capital structure under all three constraints simultaneously: paid-up capital at least VND 10 trillion; organisations at least 65% with over 35% from at least 2 prescribed-group institutions; foreign at most 49% of charter capital.
- Determine the foreign ownership ratio including the indirect portion through holdings under the beneficial ownership transparency principle; obtain the licensing authority confirmation in pre-appraisal before finalising an at-cap structure.
- Put transitional clauses into the shareholders agreement: handling over-cap when the law changes, buy-back rights, valuation and a structure adjustment roadmap.
- Every post-licensing ownership change altering the condition ratios must be approved by the licensing authority under the licence conditions — do not transfer on your own into an over-cap position.
Frequently Asked Questions
How must the minimum charter capital of VND 10 trillion of a crypto-asset service provider be paid up and maintained?
Under Article 8 of Resolution 05/2025/NQ-CP, the charter capital must be PAID-UP capital of at least VND 10 trillion — real money actually contributed by shareholders and members into the enterprise at licensing time, not registered capital committed for later contribution. This is a maintenance condition throughout the licensed operation: the enterprise must keep actual paid-up charter capital no lower than the threshold, and every change in capital or ownership structure is managed under the Ministry of Finance licence conditions, similar to the principle for licensed financial institutions. The legality of the contributed capital source is also appraised in the licensing file.
Is the 49% foreign ownership limit computed on charter capital or voting rights, and does it apply to indirect investors?
Article 8 of Resolution 05/2025/NQ-CP provides that foreign investors may own at most 49% of the CHARTER CAPITAL of a crypto-asset trading market organisation service provider — the cap is computed on the capital ownership ratio. In a joint stock company, voting rights attach to ordinary shares so the two ratios normally coincide; a structure decoupling them will be examined by the licensing authority against the purpose of the cap. The indirect ownership portion must also be determined transparently in the licensing file under the beneficial ownership principle — an investor cannot use an intermediary structure to evade the cap; detailed conversion by ownership tier follows Ministry of Finance guidance at appraisal.
Is a foreign investor contributing capital through a holding company counted into the 49% ratio?
Yes, it counts into the foreign investor ownership portion: in licensing appraisal, the licensing authority determines the foreign ownership ratio at the licensed organisation including the portion owned through intermediary tiers under the beneficial ownership transparency principle — a holding company (whether in Vietnam or abroad) controlled by a foreign investor means the capital at the exchange through that holding still carries the foreign ownership element when computing the 49% cap under Article 8 of Resolution 05/2025/NQ-CP. The enterprise should present the full multi-tier ownership chart in the file and seek confirmation of the computation during pre-appraisal with the Ministry of Finance.
How is a shareholder structure over the 49% cap handled when the pilot programme ends or the law changes?
Two situations. While the licence is in force, an over-cap structure from transfers breaches the licensing conditions: an ownership change altering the condition ratios (49% foreign, 65% organisations, over 35% institutions under Article 8 of Resolution 05/2025/NQ-CP) must be approved by the licensing authority, and an over-cap structure may be required to be remedied back within the cap. When the pilot programme ends or is legislated with a different ratio, handling the existing structure follows the transitional provisions of the instrument ending or replacing the programme. Because transitional content is known only when the instrument is issued, the shareholders agreement should already contain structure adjustment, buy-back and valuation clauses for this scenario.
This article has been quality-reviewed by the FLAW AI Legal Council