You are using an outdated browser and your browsing experience will not be optimal. Please update to the latest version of Microsoft Edge, Google Chrome or Mozilla Firefox. Install Microsoft Edge

January 5, 2026

Eight New Decrees Shaping the Architecture of Vietnam’s International Financial Centers

Subscribe to Updates

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.

Related Professionals

Industries

Fintech

Practices

Banking and Finance

Location

RELATED INSIGHTS​ 

March 14, 2025
The Bank of Thailand (BOT) has published the Draft Guidelines for Digital Fraud Management, which aim to help financial service providers tackle digital fraud and ensure safety and trust in the Thai financial system. These draft guidelines, which are available for public comment until March 18, 2025, provide a comprehensive framework for financial service providers, covering prevention, detection, management, and resolution of digital fraud, as well as support for customers affected by fraud. The BOT tentatively plans to implement these draft guidelines on April 1, 2025, along with circular letters on the minimum required measures for tackling “mule accounts” (deposit or e-money accounts used as tools to receive and transfer funds obtained through the commission of any offense) and measures to strengthen Thailand’s customer due diligence and enhanced due diligence procedures. Under the draft guidelines, “financial service providers” include financial institutions and special financial institutions under the Financial Institution Business Act and payment providers under the Payment Systems Act. Commercial banks, special financial institutions, and operators of transferable e-money services must adhere to every requirement in the draft guidelines. Other financial service providers (e.g., payment providers other than operators of transferable e-money services) can implement the draft guidelines as deemed appropriate to their services, products, and service channels. Digital Fraud Management Requirements The draft guidelines establish the following key requirements: Policy and oversight. Directors and senior executives of financial service providers must set and adopt appropriate “end-to-end” fraud management policies and KPIs to manage digital fraud, covering prevention, monitoring, detection, management, resolution, and support for affected customers. Fraud management processes. Financial service providers must establish a clear framework for managing digital fraud throughout the customer lifecycle, from customer onboarding to service termination, according to industry standards at a minimum and covering at least the following processes: Know your customer
Read More
March 10, 2025
Thailand’s Securities and Exchange Commission (SEC) will officially add USD Coin (USDC) and Tether (USDT) to its list of approved cryptocurrencies for use in digital asset transactions on March 16, 2025. The addition is a significant move that expands Thailand’s digital asset market, aiming to enhance market flexibility and provide more payment options for investors and traders in Thailand’s digital asset ecosystem. Under the SEC regulations, digital asset operators, including digital token issuers, ICO portals, and digital asset exchanges, are only permitted to accept, conduct transactions with, and use “approved cryptocurrencies” as trading pairs. After the addition of USDC and USDT, the full list of approved cryptocurrencies will include: Bitcoin (BTC) Ethereum (ETH) Ripple (XRP) Stellar (XLM) Tether (USDT) USD Coin (USDC) Other cryptocurrencies used for testing programmable payments under the enhanced regulatory sandbox in accordance with the Bank of Thailand’s rules and conditions. For more information on these new additions, or on any aspect of digital assets and cryptocurrency in Thailand, please contact Kobkit Thienpreecha at [email protected], Pornpan Wichawut at [email protected], Napassorn Lertussavavivat at [email protected], or Rujaporn Paritsantik at [email protected].
Read More
February 24, 2025
On January 31, 2025, the Bank of Thailand (BOT) announced a new Notification re: Responsible Lending, replacing a similar notification from 2023. This new notification provides updated measures to assist debtors in different circumstances and clear implementation guidelines for lenders, with the aim of resolving household debt issues. Scope The service providers covered by the notification include banks and nonbanks (e.g., credit card companies, asset management companies, licensed personal loan providers, and nano finance operators) that conduct lending business. New Requirements The notification’s core focus remains loan management throughout the lifecycle of a loan—from credit product development to legal proceedings and debt transfers to other creditors—but with further clarification and detail compared to the 2023 notification. The key revisions in the new notification are summarized below. Advertising standards: The notification tightens requirements in some areas and relaxes them in others. Stricter requirements: It is now clearly stipulated that the BOT oversees taglines that may encourage excessive borrowing. More examples of noncompliant statements are also added (e.g., “Elevate your lifestyle now, pay later”; “Get approved, even with credit challenges”). In addition, advertising material that contains multiple credit products should provide clear minimum and maximum interest rates, especially when there are significant differences in the interest rates of each product. Relaxed requirements: The required information for some marketing activities is now reduced. For example, in marketing events with staff promoting loan products and offering free giveaways, service providers have the discretion to provide effective interest rate information in the manner they deem appropriate, and the advertisement material can display only the mandatory warning statements without providing interest rate details. Encouraging customer financial discipline: The notification requires service providers to implement more elaborate and extensive tools to influence customer behavior (termed “nudging” by the BOT) at every stage of the lending cycle. This
Read More
February 17, 2025
Thailand’s draft Emergency Decree on Technology Crimes Suppression, which we covered in a client alert in January 2025 primarily addressed to telecom operators and financial institutions, is expected to have significant implications for a wide range of business operators.  The draft emergency decree has already been approved by the cabinet but may undergo further developments as it continues in the legislative process. In this article, we will highlight the material impacts of the draft emergency decree on overseas and local fintech operators. Expanded Definition of “Technology Crimes” The definition of “technology crimes” now includes the following acts of forgery or alteration: Forging or altering the identity of individuals and biometric characteristics by utilizing computer or communication systems or other electronic means to commit offenses. Forging or altering symbols, trademarks, or seals of groups (e.g., foundations, community enterprises) or juristic persons, including acts by juristic persons using individuals or juristic persons as nominal directors or shareholders, regardless of whether such individuals or legal juristic persons reside in Thailand. Forging or altering digital or online platforms, regardless of the platform’s location or legal status. Individuals who conspire, utilize, assist, or support the commission of these offenses will face the same penalties as the principal offender. Business Operator Definition The scope of “business operators” is now expanded to cover various fintech and digital asset operators beyond those under the Payment Systems Act (PSA). The draft emergency decree now includes the following operators, whether they are legally authorized or not: Business operators under the PSA and business operators who operate “as if” they are payment system operators Business operators under the Royal Decree on Digital Asset Businesses or business operators who operate “as if” they are digital asset business operators. Foreign exchange business operators. Disclosure and Exchange of Information Business operators must disclose
Read More