Resolution No. 222/2025/QH15 dated June 27, 2025, of the National Assembly of Vietnam (the “IFC Resolution” – see our previous article) set out the foundational legal framework for the establishment and development of Vietnam’s first-ever International Financial Centers (IFC). In furtherance of this framework, on December 18, 2025, the government of Vietnam issued eight implementing decrees to provide detailed regulatory guidance and to operationalize the IFC Resolution in practice.

The Eight Implementing Decrees: An Integrated Regulatory Ecosystem

The new decrees governing the IFC include the following:

1. Decree No. 323/2025/ND-CP on the establishment of the IFC.
2. Decree No. 324/2025/ND-CP on financial policies applicable within the IFC.
3. Decree No. 325/2025/ND-CP on labor, employment, and social security within the IFC.
4. Decree No. 326/2025/ND-CP on land and environmental matters within the IFC.
5. Decree No. 327/2025/ND-CP on entry, exit, and residence of foreign nationals in the IFC.
6. Decree No. 328/2025/ND-CP on the International Arbitration Center of the IFC.
7. Decree No. 329/2025/ND-CP on banking licensing, foreign exchange management, and anti-money laundering and combating the financing of terrorism (AML/CFT) within the IFC.
8. Decree No. 330/2025/ND-CP on the establishment and operation of commodity exchanges within the IFC.

Taken as a whole, these eight decrees translate the IFC Resolution into a coherent and fully operational legal regime governing the establishment, organization, and functioning of Vietnam’s IFC. Collectively, they demonstrate that Vietnam’s IFC framework is best understood not as a collection of isolated incentives, but as a deliberately designed and integrated regulatory system.

The Legal Architecture of the IFC: Four Interlocking Pillars

Read together, the decrees seem to be designed to address four core regulatory questions from the outset: (i) what the IFC is, from a legal and institutional perspective; (ii) who may participate in the IFC and what activities are permitted; (iii) how people, capital, and projects operate on a day-to-day basis within the IFC; and (iv) how disputes are resolved, with a level of legal certainty sufficient for cross-border and international transactions.

Viewed through this lens, the eight decrees collectively form four interlocking pillars, including (i) institutional foundations; (ii) market and financial regulation; (iii) operational enablement, and (iv) dispute resolution and enforcement. Each pillar performs a distinct regulatory function, and together they create the structural coherence necessary for the IFC to operate as a stable, transparent, and investable system.

Pillar 1: Institutional Foundation and Scope of Activities

At the core of the IFC regime is Decree 323, which establishes the Vietnam IFC as one integrated system with two locations, namely:

• Ho Chi Minh City, positioned as a comprehensive international financial center, focusing on traditional and specialized financial services; and
• Da Nang, oriented toward innovation-driven and emerging financial activities.

Crucially, Decree 323 also introduces the IFC Operating Regulation and confirms the principle that, in the event of inconsistencies between the IFC regime and other laws (other than the Constitution), the IFC rules prevail.

Another significant feature of Decree 323 is the List of Priority Sectors, Products, and Services for Development in the IFC, set out in an annex, which defines the categories of activities that the IFC is intended to accommodate, promote, and regulate. Most notably, Section 4 of the annex provides a detailed and explicit catalogue of priority activities in fintech and financial innovation, including the provision of infrastructure and products related to digital assets and decentralized finance (DeFi). The scope of these priority activities also encompasses other emerging financial models such as asset tokenization, stablecoins, Web3-based applications, and regulatory technology (regtech).

Taken together, these elements define what the IFC is, i.e., a legally distinct regulatory space operating within Vietnam’s legal system, but subject to a specialized governance framework.

Pillar 2: Entry Requirements, Financial Policies, and Risk Control

Once the institutional foundations and scope of priority activities are established, the IFC framework turns to the questions of who may participate in the IFC and what financial policies and activities may be undertaken, together with the associated risk management and control mechanisms.

Decree 324 elaborates the financial, investment, and operational mechanisms applicable to entities operating within the IFC. An important aspect of this decree is the registration, recognition, and termination of IFC membership, which serves as the legal gateway for accessing the IFC’s special regulatory treatment. In addition, Decree 324 introduces a relatively open framework for tax and accounting policies within the IFC, including the application of international accounting standards (IAS/IFRS), and provides the legal basis for a wide range of financial services, from securities and insurance to fintech and equity crowdfunding. The decree also develops the sandbox mechanism for fintech and innovation-driven financial services, as initially provided under Article 24 of the IFC Resolution. The criteria, conditions, scope of application, and procedures for registration, assessment, and licensing of sandbox participation are expected to be further specified by the IFC Executive Council.

Matters relating to the licensing and operation of banks, capital flows, and financial safety are addressed in Decree 329. This decree establishes the legal framework for a system of IFC member banks operating with greater flexibility than under the domestic banking regime, particularly in foreign exchange transactions and cross-border activities, while maintaining stringent compliance and risk management requirements aligned with international standards. Further, all IFC members are subject to obligations on anti-money laundering, counter-terrorist financing, and counter-proliferation financing under this decree.

Complementing this, Decree 330 introduces a dedicated legal framework for the establishment and operation of commodity exchanges within the IFC. It permits the formation of commodity trading platforms and the trading of a wide range of derivative instruments, including futures, options, and other derivatives. It is worth noting that Decree 330 clarifies that the goods permitted to be traded via commodity exchanges under Article 13 of the IFC Resolution include not only traditional commodities, but also certain digital assets, specifically cultural and artistic products structured as non-fungible tokens (NFTs).

Pillar 3: Operational Enablement and Human Capital

Beyond financial regulations, the IFC framework also addresses the practical conditions required for daily operation:

• Decree 325 establishes a tailored labor and employment regime for the IFC, including flexibility in the recruitment and management of foreign professionals.
• Decree 327 sets out special entry, exit, residence, and long-term stay arrangements for foreign investors, experts, and key personnel working in the IFC.
• Decree 326 addresses land use and environmental matters, clarifying land allocation, land use rights, and environmental compliance for IFC projects.

These measures reflect a policy recognition that the IFC mechanism competes not only on tax or regulatory treatments, but also on ease of operation, availability of talent, and infrastructure readiness.

Pillar 4: Dispute Resolution

The final pillar concerns how disputes are resolved, an issue of particular importance for cross-border financial transactions.

Decree 328 establishes a specialized International Arbitration Center within the IFC. The decree permits, in defined circumstances, the application of foreign governing law and limits judicial intervention where parties have validly agreed to arbitration. This approach aligns dispute resolution within the IFC with international commercial expectations, while remaining embedded within Vietnam’s legal framework.

Outlook

The IFC Resolution and its eight implementing decrees mark a significant structural development in Vietnam’s financial regulatory landscape. Taken together, they establish a special legal foundation for the operation of the IFC and signal Vietnam’s intention to develop the IFC as a functioning, internationally oriented financial ecosystem, rather than a purely experimental or incentive-driven model.

At the same time, the framework reflects an expectation that implementation will be phased and adaptive. While the current decrees establish the core legal framework, further refinement through subordinate guidance and regulatory practice is anticipated as the IFC transitions from establishment to full operation. The breadth and internal coherence of the framework suggest that participation in the IFC will require careful structuring, ongoing compliance planning, and a clear understanding of how the IFC regime interacts with Vietnam’s general legal framework.

As the regime continues to evolve, market participants will need to closely monitor regulatory developments and supervisory approaches, and adopt a proactive and strategically informed legal approach to manage regulatory risk while positioning themselves to capture opportunities within Vietnam’s emerging international financial centers.