What are digital assets? What are the conditions for granting a license to operate a digital asset trading market?

What are digital assets? What are the conditions for granting a license to operate a digital asset trading market?

Deputy Prime Minister Ho Duc Phoc has just signed and promulgated Resolution No. 05/2025/NQ-CP dated September 9, 2025, of the Government on piloting the digital asset market in Vietnam. This Resolution takes effect from September 9, 2025; the pilot period will last for 5 years.

The pilot participants include: organizations providing digital asset services; organizations issuing digital assets; Vietnamese organizations and individuals as well as foreign organizations and individuals investing in digital assets and operating in the digital asset market in Vietnam within the scope prescribed by this Resolution.

What are digital assets?

Digital assets are a type of digital property that uses encryption technology or similar digital technology to authenticate the asset during its creation, issuance, storage, and transfer. Digital assets do not include securities, digital forms of legal tender, and other financial assets as prescribed by civil and financial laws.

A digital property is an asset under the Civil Code, expressed in the form of digital data, created, issued, stored, transferred, and authenticated by digital technology in an electronic environment.

Conditions for Granting a License to Operate a Digital Asset Trading Market

A digital asset service provider is an enterprise that performs or provides one or more of the following services/activities:
a) Operating a digital asset trading market;
b) Proprietary trading of digital assets;
c) Custody of digital assets;
d) Providing a platform for issuing digital assets.

According to Article 8 of Resolution No. 5/2025/NQ-CP, the specific conditions for granting a license to provide digital asset trading market services are as follows:

1. Must be a Vietnamese enterprise, registered to operate in the business lines of providing services related to digital assets, established in the form of a limited liability company or a joint-stock company in Vietnam in accordance with the Law on Enterprises.

2. Charter capital contribution must be made in Vietnamese Dong (VND), with a minimum contributed charter capital of 10,000 billion VND.

3. Conditions for shareholders and capital-contributing members:

• At least 65% of the charter capital must be contributed by institutional shareholders/members, in which at least 35% of the charter capital must be contributed by at least two (02) institutions that are commercial banks, securities companies, fund management companies, insurance companies, or enterprises operating in the technology sector;

• Institutional shareholders/members must have legal person status, operate profitably for two consecutive years preceding the year of the license application; their financial statements for the two preceding years must be audited with an unqualified audit opinion;

• Organizations and individuals may only contribute capital to one digital asset service provider licensed by the Ministry of Finance;

• The total ownership by foreign investors (through capital contribution or share purchase) in a digital asset service provider shall not exceed 49% of its charter capital.

4. Must have a head office, adequate physical facilities, technical infrastructure, office equipment, and technology systems appropriate for providing digital asset services.

5. Personnel requirements:
   a) The General Director (Director) must have at least two (02) years of experience working in the professional departments of organizations in the fields of finance, securities, banking, insurance, or fund management;
   b) The Chief Technology Officer (or equivalent position) must have at least five (05) years of experience working in the IT department of organizations in finance, securities, banking, insurance, fund management, or technology enterprises;
   c) Must have at least 10 employees in the technology department holding diplomas/certificates in cybersecurity that meet the requirements under Article 50 of the Law on Cybersecurity; and at least 10 employees holding securities practice certificates working in other professional departments.

   6. Must have the following operational procedures:
   a) Risk management and information security procedures;
   b) Procedures for providing a platform service for the issuance of digital assets;
   c) Procedures for custody and management of client assets;
   d) Trading and settlement procedures;
   đ) Proprietary trading procedures;
   e) Procedures for anti-money laundering, counter-terrorism financing, and prevention of proliferation financing of weapons of mass destruction;
   g) Information disclosure procedures;
   h) Internal control procedures;
   i) Transaction monitoring procedures;
   k) Procedures for preventing conflicts of interest, resolving customer complaints, and compensating customers.

   7. The information technology system of a digital asset service provider must meet Level 4 standards of information system security in accordance with the law on information security before being put into operation and exploitation.