Vietnam's New Crypto Exchange Licensing Framework: What the 05/2025 Directive Means

Vietnam just shifted from a gray‑area market to a tightly regulated crypto arena. The government’s Resolution No. 05/2025/NQ-CP is a five‑year pilot that obliges every crypto exchange to meet massive capital, ownership and technical standards. If you run a platform, hold cryptocurrencies, or simply trade as a user, you’ll feel the impact within weeks.

Key Takeaways

• Minimum charter capital is 10 trillion VND (≈ USD 379 million), with 65 % required from Vietnamese institutional investors.
• Foreign ownership cannot exceed 49 %; all transactions must settle in VND.
• Licensing authority: Ministry of Finance, via a new Crypto Asset Regulatory Department.
• Compliance costs range from $1.9 million to $7.6 million per exchange.
• Only 3‑5 exchanges are expected to qualify in the first year, serving up to 5 million users.

What the 05/CT‑TTg Directive Actually Says

The resolution, signed by Deputy Prime Minister Ho Duc Phoc on 9 September 2025, translates the June 2025 Digital Technology Industry Law into concrete rules for crypto trading platforms. It creates a five‑year pilot (2025‑2030) that treats cryptocurrencies as a regulated asset class while outlawing fiat‑backed stablecoins and any issuance of tokens tied directly to securities.

Key provisions include:

1. Capital Requirement: A minimum charter capital of 10 trillion VND. At least 6.5 trillion VND must be contributed by Vietnamese institutional investors.
2. Ownership Limits: Foreign shareholders may own no more than 49 % of a licensed exchange.
3. Transaction Currency: All crypto‑related trades must be settled in Vietnamese dong; direct foreign‑currency settlements are prohibited.
4. KYC/AML Standards: Exchanges must integrate with the State Bank of Vietnam’s monitoring system and follow the 2023 AML amendment.
5. Technical Standards: Platforms must use blockchain technology compliant with the National Cryptography Standard TCVN 13057:2025.

These rules kick in immediately, but the first licensees get a six‑month grace period to achieve full compliance.

Licensing Mechanics - How an Exchange Gets Approved

The Ministry of Finance created a dedicated Crypto Asset Regulatory Department (CARD) with 45 staff members to process applications. The actual process, outlined in Draft Circular 35 released on 17 September 2025, looks like this:

• Application Window: Opens within 30 days of the circular’s publication.
• Documentation: Proof of at least three years of financial‑services experience, audited financial statements, and verified capital deposit within 15 banking days.
• Review Timeline: First licenses expected 90‑120 days after the application window opens.
• Grace Period: Six months from license issuance to meet all technical and operational conditions.

Because the capital ceiling is so high, most local startups will need to partner with large state‑linked banks or sovereign wealth funds to qualify.

Regional Benchmarks - How Vietnam Stacks Up

The Vietnamese ceiling is roughly 27‑times higher than Thailand’s and outpaces Singapore’s tier‑1 requirement. The 49 % foreign cap sits between Thailand’s open policy and China’s total ban, while the VND‑only rule mirrors Indonesia’s rupiah‑only approach but diverges from Malaysia’s more flexible stance.

Impact on Exchanges, Investors and Users

For exchanges: The capital hurdle forces consolidation. Duane Morris Vietnam estimates compliance expenses between $1.9 million and $7.6 million. Smaller platforms like the hypothetical “HanoiTrader88” will either seek a strategic partner, merge, or shut down.

For institutional investors: The requirement of 65 % institutional capital is a double‑edged sword. It promises stability, but also locks out many venture funds that lack a Vietnamese‑registered entity.

For retail users: A 2024 Chainalysis report showed 63.8 % of crypto activity in Vietnam ran through stablecoins. With fiat‑backed stablecoins banned, users must shift to VND‑pegged tokens or other asset‑backed models, potentially slowing transaction speed and increasing fees.

Surveys illustrate the split: 68.3 % of users welcome regulation for safety, yet 79.6 % think the capital bar is too high, and 41.2 % say they would migrate to offshore platforms if domestic options shrink.

Implementation Challenges - Who’s Struggling?

The CARD’s 45‑person team is far short of the estimated 120 staff needed to monitor 21 million users. This staffing gap could delay enforcement, especially given the six‑month grace period that many analysts deem insufficient for a market shift of this magnitude.

Technical integration is another bottleneck. Licensed exchanges must connect to the State Bank’s real‑time VND settlement gateway on the NDAChain blockchain, launched in July 2025. Early adopters report integration costs of $2 million‑plus and an average 3‑month development timeline.

Legal complexities also arise. The foreign‑ownership ceiling means that any existing foreign‑run platform must restructure its equity, potentially triggering cross‑border tax implications and requiring approval from the Ministry of Finance.

Future Outlook - What’s Next After 2025?

The pilot includes mandatory reviews at 12, 24 and 36 months. If market stability metrics improve, the Ministry may lower the capital requirement or relax the foreign‑ownership limit. The World Bank’s Digital Economy Assessment (Sept 2025) predicts that regulated crypto could contribute 1.2‑1.8 % of Vietnam’s GDP by 2030, aligning with the nation’s goal to push the digital economy to 20 % of GDP.

Fitch Solutions forecasts that, assuming successful implementation, Vietnam could rank as the third largest regulated crypto market in Southeast Asia by 2028, trailing only Singapore and Thailand, with annual transaction volumes of $15‑20 billion.

Tax policy is also on the horizon. By 15 Nov 2025 the Ministry will finalize crypto‑tax rules: 0.1 % on gains under 100 million VND and 0.3 % on larger amounts. This modest rate aims to capture revenue without discouraging legitimate trading.

In short, the 05/CT‑TTg directive is a high‑stakes gamble: it could cleanse the market of fly‑by‑night operators and attract institutional capital, or it could shrink the ecosystem to a handful of state‑aligned giants, pushing traders offshore. The next twelve months will reveal which side wins.

Frequently Asked Questions