Entering the Vietnamese Virtual Asset Market: Practical Operations and Legal Risk Advisory

In September 2025, the Vietnamese government announced a resolution to launch pilot programs for virtual assets based on the Digital Asset Law framework, signaling a decisive move to formally incorporate the virtual asset industry into the regulatory system.

This resolution reflects the government’s intention to strictly regulate and supervise the entire lifecycle of virtual assets, including token issuance, distribution, and trading. As a result, successful market entry will require partnerships with credible local institutions and a deep understanding of Vietnamese regulatory and compliance requirements.

• Minimum Capital Requirement: A minimum capital of VND 10 trillion (approximately KRW 526 billion) is required.

• Shareholding Structure: At least 65% of total equity must be held by local institutional investors, such as banks, securities firms, and insurance companies.

• Foreign Investment Restrictions: Foreign ownership is capped at 49%, making collaboration with local partners essential.

• VND-Only Transaction Principle: All token issuance, trading, and settlement must be conducted exclusively in Vietnamese Dong (VND). The issuance of assets backed by fiat currencies or securities is strictly prohibited.

For projects seeking to enter the Vietnamese market through IEO/ICO, NFT, P2E games, or real-world-asset–linked platforms, careful consideration is required with respect to local entity structures, including subsidiaries and joint ventures, as well as internal decision-making frameworks.

Decent Law Firm goes beyond theoretical legal analysis and provides practice-oriented, integrated solutions tailored to real-world business needs.

✅Project-Specific Corporate Structuring

We design optimal corporate structures aligned with each project’s objectives and characteristics. Rather than merely establishing local entities, we compare and analyze subsidiaries, joint ventures (JVs), and other structures, taking into account regulatory constraints such as the requirement that tokens be issued only under the name of a local entity. Our advisory covers governance design and internal decision-making structures to ensure both compliance and operational efficiency.

✅Token Issuance and System Implementation Consulting

We support all practical steps required to build a compliant and sustainable token economy. This includes token functionality modeling (utility/governance), minting mechanisms, whitepaper drafting, investor protection measures, and the design of AML/KYC systems—ensuring that the project’s vision is implemented smoothly within the regulatory framework.

✅English-Language Contracts and Investment Structuring under New Regulations

Cross-border businesses require internationally standardized English-language legal documentation. We draft and review marketing and development service agreements, investment agreements between local and foreign parties, and partnership MOUs in compliance with new regulations. In particular, we proactively identify and control legal risks arising during investment structuring for local institutional investors and joint venture arrangements.

✅AML, Compliance, and Regulatory Trend Reporting

To help clients navigate complex regulatory environments, we provide practical guidance rather than abstract theory. We develop comprehensive compliance manuals covering Vietnam’s AML, data protection, KYC, and tax regulations, and regularly deliver analytical reports on the latest regulatory trends, case law, and administrative guidance in both Vietnam and Korea to support proactive risk management.

The Virtual Asset Practice Group at Decent Law Firm possesses extensive hands-on experience and specialized expertise in advising virtual asset and token-based businesses.

If you are considering entering the Vietnamese virtual asset market, consult with Decent Law Firm’s virtual asset specialists today. Through structured advisory on corporate structuring, licensing strategies, local partnerships, and regulatory interpretation, we help pave the way for a successful and compliant market entry.