Question: "I am considering participating in the pilot program for the crypto asset market in Vietnam by establishing or contributing capital to an enterprise providing services of organizing a market for trading crypto assets. I would like to know which administrative procedures the Ministry of Finance has currently published and from what time enterprises may submit dossiers. In addition, what specific conditions must be satisfied regarding legal status, charter capital, shareholder structure, infrastructure, and personnel to be considered for the grant of a license?"
Answer:
During the pilot period for the crypto asset market, the Ministry of Finance publishes and implements the receipt of dossiers for administrative procedures related to the grant, amendment, and revocation of the License for providing services of organizing a market for trading crypto assets. The registering organization is required to submit the dossier under the corresponding procedure and satisfy the conditions prescribed by the Government in Resolution No. 05/2025/NQ-CP.
1. Conditions on legal status, charter capital, and ownership structure
- Legal status: The registering organization must be a Vietnamese enterprise, established and operating in Vietnam under the Law on Enterprises in the form of a limited liability company or a joint stock company, and must have registered business lines and trades related to the provision of services related to crypto assets.
- Charter capital: Contribution of charter capital in Vietnam Dong, with a minimum contributed charter capital of VND 10,000 billion.
- Shareholder and capital-contributing member structure:
(i) at least 65% of the charter capital must be contributed by shareholders or members that are organizations;
(ii) of which, more than 35% of the charter capital must be contributed by at least 02 organizations in the group of commercial banks, securities companies, fund management companies, insurance companies, or technology enterprises;
(iii) capital-contributing organizations must have profits for 02 consecutive years immediately preceding the year of the license application, and the financial statements for the 02 consecutive years immediately preceding must be audited with an unmodified opinion;
(iv) each organization or individual may only contribute capital to 01 organization licensed by the Ministry of Finance;
(v) the total level of capital contribution and share purchase by foreign investors must not exceed 49% of the charter capital.
(Basis: Article 8 and Article 10 of Resolution No. 05/2025/NQ-CP).
2. Conditions on head office, facilities, and personnel
- Head office and facilities: The enterprise must have a lawful working head office and have adequate facilities, technical conditions, office equipment, and a technology system suitable for the provision of crypto asset services.
- Management personnel:
(i) the General Director or Director must have at least 02 years of work experience in an operational division in the fields of finance, securities, banking, insurance, or fund management;
(ii) the Chief Technology Officer or an equivalent position must have at least 05 years of work experience in an information technology division in the fields of finance, securities, banking, insurance, fund management, or technology enterprises.
- Professional personnel: The organization must have at least 10 personnel in the technology department holding diplomas and certificates in cybersecurity information safety satisfying the provisions of Article 50 of the Law on Cyberinformation Security, and must also have at least 10 personnel holding securities practicing certificates working in other operational divisions.
(Basis: Article 8 of Resolution No. 05/2025/NQ-CP; Article 50 of the Law on Cyberinformation Security).
- Pilot administrative procedures and time for receipt of dossiers
- The dossier comprises: an application for a license in the prescribed form enclosed with the charter; the enterprise registration certificate (if not yet posted in accordance with regulations); a list of shareholders and capital-contributing members enclosed with documents evidencing satisfaction of conditions; an explanatory statement of facilities enclosed with documents regarding the head office; a list and information of personnel enclosed with labor contracts; operational procedures; the appraisal document of the Ministry of Public Security regarding the proposed dossier on level-4 information system security; documents evidencing capital contribution in Vietnam Dong and the audit report as required.
- The dossier must be made into 01 original set in Vietnamese. Submission and receipt of results shall be made in person at the State Securities Commission, via public postal services, via the National Public Service Portal, or via the information system for administrative procedure settlement in accordance with regulations.
- The processing time limit under the phased dossier submission mechanism includes review milestones of 20 days and 30 days; there is a mechanism to suspend processing if the dossier is not sufficiently supplemented within 12 months; and there is an obligation to disclose information after being granted the license.
(Basis: Articles 9 and 10 of Resolution No. 05/2025/NQ-CP).
