Real-estate tokenisation (RWA) is the best-selling idea of the digital asset market: slice a building into millions of small parts for investors to trade like shares. But in Vietnam, between the idea and legality stand three layers of law: the crypto-asset pilot framework of Resolution 05/2025, land and housing law on transferring rights in the real asset, and the Law on Securities if the model touches a public offering.
Governing Instruments
Layer one: crypto assets may only trade inside the licensed pilot framework
Resolution 05/2025/NQ-CP establishes a pilot regime for the crypto-asset market in Vietnam for a 5-year term: crypto assets are issued and traded through service organisations licensed by the Ministry of Finance, with the condition that a crypto-asset service organisation has contributed charter capital of at least VND 10,000 billion and foreign ownership of at most 49% (Article 8). The Law on Digital Technology Industry 71/2025/QH15 recognises digital assets as a category of property under civil law from 1 January 2026, creating the conceptual foundation for the whole market. The direct consequence for every RWA model: a token attached to real estate can only be lawfully issued and traded inside this pilot framework — through a licensed organisation, to investors eligible to join the pilot market — not on any spontaneous platform.
Activity outside the pilot framework carries its own sanctions: Decree 284/2026/ND-CP prescribes administrative penalties in the crypto-asset field (effective 1 September 2026), alongside the general sanctions for unlawful securities offerings and illegal capital mobilisation where the model shows corresponding signs. A project organiser must therefore check the status of every link: the token issuer, the trading service organisation, and the entity holding the real asset — each link under its own legal standard.
Layer two: a token does not by itself transfer rights in the real asset
The core limit of real-estate tokenisation in Vietnam lies in real-asset law: land use rights and house ownership transfer only through contracts in the statutory form, notarisation and registration of changes at the land registration authority. A token recorded on a digital ledger — however the market prices it as “a part of the building” — is not a land use right certificate and creates no right in the real estate for its holder. The token holder rights, if any, are contractual rights against the issuer: the right to receive income distributions, redemption rights, voting rights within the issuance terms — all obligational relations with the issuer, not real rights in the building.
Layer three is the Law on Securities: if a tokenisation model is structured as a public offering to raise capital into a real-estate project, with profit expectations from the issuer management efforts, it risks being characterised as a securities offering and must satisfy the public offering conditions of the Law on Securities 54/2019/QH14 (Article 15) — which an ordinary token issuance cannot meet. The boundary between “a crypto asset inside the pilot framework” and “a publicly offered security” has no detailed demarcation text at the time of writing; a serious project should seek the regulator view before issuing rather than self-characterise.
Application Analysis
An RWA model can be lawfully deployed in practice, with a structure more modest than the advertising: the real asset is held by a holding entity (SPV) fully compliant with land and real-estate business law; the token issued inside the pilot framework records economic rights by contract with the SPV (rental revenue sharing, priority redemption rights), traded through a licensed service organisation; project information is disclosed to the transparency standard of the pilot market; and the offering documents state the true nature: the buyer holds contractual rights against the SPV, not land use rights. This structure still delivers the real value of tokenisation — fractionalising to add liquidity to economic rights — without promising what the law does not allow.
For an investor buying an RWA token, legal diligence comprises four questions: is the token issued inside the pilot framework or outside it; who owns the real asset and has it been independently audited and valued; where are token holder rights recorded (issuance terms, contracts) and how are they enforced if the SPV defaults; and does the project show signs of a public securities offering or multi-level capital mobilisation. Missing one clear answer, the investment should be priced as an unsecured loan into a real-estate project — because in obligational substance, that is exactly the token holder position.
Recommended Actions
- Design the RWA model from the real asset upwards: the SPV holding the asset complies with land and housing law first, the token structure second.
- Issue and trade only through a licensed crypto-asset service organisation inside the Resolution 05/2025 pilot framework; check that organisation capital and foreign ownership ratio.
- State the true nature of token holder rights (contractual rights against the issuer) in issuance documents, never describing them as real-estate ownership.
- Seek the regulator view on the boundary with a public securities offering before issuing, where the model involves raising capital from the public.
Frequently Asked Questions
Are crypto assets attached to real assets such as real estate recognised by Vietnamese law?
Yes, at two distinct levels that must be separated: (1) digital assets are recognised by the Law on Digital Technology Industry 71/2025/QH15 as a category of property under civil law from 1 January 2026, and crypto assets are issued and traded within the Resolution 05/2025/NQ-CP pilot framework through service organisations licensed by the Ministry of Finance; (2) but that recognition applies to the token itself as a digital asset — it does NOT automatically turn the token into a right over the attached real estate: land use rights and house ownership still transfer only through contracts in proper form, notarisation and registration of changes under land and housing law. The token holder has contractual rights against the issuer, and no direct right in the real estate.
How do tokenised real estate and tokenisation differ legally from traditional securitisation?
Three differences: (1) the object of the right — traditional securitisation converts asset cash flows into securities (bonds, fund certificates), instruments named and directly governed by the Law on Securities 54/2019/QH14; tokenisation creates a crypto asset within the Resolution 05/2025 pilot framework, a digital asset whose substance is contractual rights recorded on a digital ledger; (2) the transfer mechanism for the underlying asset — in securitisation, transferring the asset or cash flows to the issuer vehicle is tightly legislated with registration and centralised depository; in tokenisation, the real asset remains titled to the holding entity and the token changes nothing in that asset registration; (3) the trading channel — securities trade on exchanges with registration and depository organisations under the Law on Securities; tokens trade through crypto-asset service organisations licensed within the pilot framework.
How are the rights of an investor buying a token attached to real estate in Vietnam protected?
The level of protection depends on whether the token sits inside the pilot framework. Inside it: the investor trades through a licensed organisation with segregated client assets, has a complaint channel to the regulator, and token holder rights are enforceable through Vietnamese courts as a contractual relationship with the issuer and the asset-holding entity. Outside the pilot framework: the contract risks being treated as void for violating the legal framework, assets cannot be traced, and recovery from a platform with no presence in Vietnam is very difficult. In all cases, the protected right is a contractual right — receiving income distributions, requesting redemption under the issuance terms — not a right in the real estate.
During the pilot period, must RWA issuance go through a licensed exchange?
Yes. Resolution 05/2025/NQ-CP organises the crypto-asset market as a licensed pilot model: crypto assets — including tokens attached to real-world assets — may only be issued and traded through crypto-asset service organisations licensed by the Ministry of Finance (with conditions of contributed charter capital of at least VND 10,000 billion and foreign ownership of at most 49% in Article 8). Issuing or offering RWA tokens through spontaneous platforms or unlicensed foreign exchanges is activity outside the pilot framework, penalised under Decree 284/2026/ND-CP from 1 September 2026, with the added risk of being characterised as an unlawful securities offering where capital is raised from the public.