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

August 25, 2025

Vietnam’s Draft Decrees on Establishment of and Trading in International Financial Centers

Subscribe to Updates

To implement the recently issued Resolution on International Financial Centers in Vietnam (“IFC Resolution”), which is set to take effect on September 1, 2025 (see our previous article), the government of Vietnam is making every effort to formulate and issue guiding decrees—up to eight in total—before the effective date of the resolution. These decrees will establish key principles, define the rights and obligations of stakeholders, and outline permissible business activities within the IFCs, and serve as a foundation for the legal framework of the IFCs.

Below are highlights of two draft decrees that have been released for public consultation.

Draft Decree on IFC Establishment

  • Ho Chi Minh City: The IFC in Ho Chi Minh City will focus on capital markets integrated with asset management services, fund management, insurance, financial products and financial derivatives; banking systems and money market products; fintech and financial innovation through sandbox mechanisms; specialized exchanges and new trading platforms; commodity markets, commodity and commodity derivatives exchanges linked to domestic and international physical commodity markets; and regional supply chain services, logistics hubs, maritime transport, and seaport infrastructure.
  • Da Nang: The IFC in Da Nang will mainly develop green finance and commercial finance for SMEs and innovative enterprises, non-resident organizations and individuals (i.e., offshore financial services); cross-border trade activities linked to free trade zones, high-tech zones, new economic zones, and industrial zones; pilot control mechanisms for emerging models, such as digital assets, cryptocurrencies, and digital payments and transfers; new exchanges and trading platforms; investment funds, remittance funds, and small and medium fund management companies; startups in financial solutions for consumer services, tourism, e-commerce, logistics, and services within free trade zones; and related support, advisory, development, and legal services.
  • Incentives: The People’s Committees of Ho Chi Minh City and Da Nang will need to decide on their list of incentivized sectors and incentive policies.
  • Dedicated agencies: The People’s Committees of Ho Chi Minh City and Da Nang will establish an executive agency and a supervisory agency, which will have certain duties, such as assessing IFC membership applications and operating the IFCs with a one-stop shop function for administrative procedures.
  • IFC membership: The decree will either specify conditions for membership (i.e., decided by the government) or delegate the executive agency to specify conditions for membership. In either case, members of one IFC are jointly recognized at both IFCs in Ho Chi Minh City and Da Nang.
  • Dispute resolution: The establishment of specialized dispute settlement bodies (i.e., a specialized court and an international arbitration center under the IFCs) will be governed by other relevant specialized laws and regulations, such as the Law on the Organization of People’s Courts and regulations of the government on international arbitration centers.

Draft Decree on Policies for Import-Export, Distribution of Goods and Services, Commodity Exchange, and Operation of Mercantile Exchange within IFCs

  • Trading platforms and exchanges: IFC members, subject to satisfaction of statutory conditions and requirements on financial capacity, technology infrastructure, personnel and data privacy, can establish trading platforms and exchanges within the IFCs in commodity and commodity derivatives, carbon credits, cultural and artistic products, precious metals, green financial products, specialized trading platforms, and new forms of trading platforms tailored to evolving development demands.
  • Mercantile exchange: A separate mercantile exchange will be established within the IFCs to organize the commodity and commodity derivatives market in the IFCs. The mercantile exchange will also organize and operate the commodity exchange in the IFCs.
  • Import and export: A special customs regime in the IFCs will be applied to streamline administrative procedures, enhance efficiency, and align with international best practices, such as automated and expedited clearance mechanisms, on-the-spot import and export, bonded warehouses, and container freight stations.
  • Distribution: Traders that are established and operated in the IFCs are permitted to engage in the following distribution activities and distribution supporting services:
    • Distribution activities: Goods trading (including wholesale, retail, export, import); commercial agency; franchising; and other lawful commercial activities, serving internal trade needs of the IFCs or connecting with external markets. Some state management measures in trading are also relaxed for the IFCs, such as the removal of requirements in preparing the Economic Needs Test dossier, obtaining a separate investment in-principle approval, and franchise notification.
    • Distribution supporting services: Logistics, warehousing, storage, and transportation; insurance, banking, and electronic payment services; legal, accounting, and auditing services; and digital services and platforms for sales and supply chain management.

Outlook

These draft decrees demonstrate the government’s delegation of responsibility to ministries and local authorities for completing a comprehensive regulatory framework, while ensuring timely adaptation to the financial market development and fluctuations. To ensure the full and effective operation of the IFCs, continued development and issuance of relevant local laws and regulations, as well as detailed guidelines by the ministries and local authorities, will be essential.

Related Professionals

Industries

Fintech

Practices

Banking and Finance

Location

RELATED INSIGHTS​ 

November 7, 2023
Under Thailand’s Royal Decree on Digital Platform Services, domestic and in-scope overseas digital platform operators that are required to notify the Electronic Transactions Development Agency (ETDA) of their operations must do so by November 18, 2023 (or by August 20, 2024, for small or low-impact platforms). This step is one of the essential requirements of the royal decree. Other key information on complying with the royal decree is as follows: The royal decree aims to regulate the operation of “digital platform services,” which refers to the provision of electronic intermediary services that create a connection between consumers, merchants or businesses, or other types of users in order to create an electronic transaction in whole or in part, regardless of whether a service fee is charged. The regulated digital platform services do not include digital platform services intended for offering the goods or services of a single digital platform service operator or an affiliated company that is an agent of the operator, irrespective of whether the goods or services are offered to third persons or to affiliated companies. The royal decree has extraterritorial effect, whereby overseas operators targeting the Thailand market are subject to the royal decree if their services are accessible in Thailand. Overseas operators are required to appoint a local coordinator in Thailand to coordinate with the ETDA. Compliance and Enforcement The ETDA released nine subordinate regulations under the royal decree; these took effect on August 21, 2023 (except for rules on platforms’ terms and conditions, which will take effect on January 3, 2024). Some important points on compliance and enforcement in the subordinate regulations, along with procedural guidance, are listed below. The ETDA has been emphasizing that both domestic and overseas digital platform operators need to notify the ETDA of their operations within the specified timeline (i.e.,
Read More
October 10, 2023
The Royal Decree issued under the Revenue Code B.E. 2481 (1938) on the Exemption from Taxes (No. 779) B.E. 2566 (Royal Decree No. 779), which came into force on August 16, 2023, provides exemptions from corporate income tax (CIT) and value-added tax (VAT) for qualifying transfers of digital tokens for investment. Transfers of these digital investment tokens—as opposed to securities transfers—have been subject to taxes. By establishing CIT and VAT exemptions, Royal Decree No. 779 introduces incentives in order to promote digital investment tokens as a new alternative tool for fundraising. The authorities hope that this will stimulate investment in the country’s economic system and elevate the standards for digital assets in Thailand. The key points of Royal Decree No. 779 are summarized below. Digital Investment Token Definition Royal Decree No. 779 and relevant digital asset regulations define “digital investment tokens” as a type of digital tokens that grant the holder the right to invest in a project or business, with the holders of the digital investment tokens receiving a share of revenue or profits as a return on their investment. In this way, digital investment tokens resemble securities. Tax Exemptions Primary Market Royal Decree No. 779 exempts companies and registered partnerships that legally issue and offer digital investment tokens for sale to the public (i.e., the primary market) from CIT and VAT on income or the value of the tax base earned from the sale. These exemptions apply to all primary market issuance from May 14, 2023, onward. However, the relevant notifications of Thailand’s Securities and Exchange Commission only allow limited companies (private and public) incorporated under Thai law to offer digital tokens for sale. Therefore, registered partnerships will not yet be able to benefit from the tax exemptions in Royal Decree No. 779. If a digital token
Read More
July 26, 2023
Thailand’s Electronic Transactions Development Agency (ETDA) held a briefing session on July 20, 2023, laying out the changes and new requirements in draft sublaws under the Royal Decree on Digital Platform Services. These sublaws are expected to be announced in August 2023. The key changes and new requirements are listed below. The ETDA has drafted guidelines on the methods for identifying active users to give digital platform service operators a better understanding of the calculation methods. The definition of “users” for calculating annual monthly active users (AMAUs) has been reduced in scope to cover only users in Thailand. E-marketplace digital platform services that will suspend or terminate operations for specific users must inform the affected users and provide a period for them to challenge the suspension or termination. Digital platform service operators cannot use the requirements to identify their active users as a legal basis for processing users’ personal data, especially for profiling and tracking activities. The sublaws on announcement of terms and conditions (T&Cs) and changes to T&Cs, once issued, will take effect on January 3, 2024, while the other sublaws will take effect immediately (i.e., August 21, 2023). This shows that the ETDA has acknowledged the private sector’s feedback that the requirements on T&Cs will take more time for operators to comply with. The requirements for changing T&Cs have been adjusted. Under the current draft, the required advance notification period can be exempted if a change in the T&Cs is for the purpose of, for example, rolling out new products or services and improving the platform. Required submissions under the Royal Decree for Digital Platform Services and its sublaws will be made through the ETDA’s online portal. There will likely be no extensions granted for compliance with the Royal Decree for Digital Platform Services and its sublaws
Read More
July 14, 2023
The Bank of Thailand (BOT) has issued new notifications amending regulations for payment businesses that fall under the Payment Systems Act B.E. 2560 (2017) to promote transparency and good governance in the payment industry. Notification No. SorKorChor 2/2566 (“Notification 2”) increases the required qualifications for applicants seeking a license to provide payment services designated as being under the BOT’s supervision, and Notification No. SorKorChor 4/2566 (“Notification 4”) stipulates additional duties and exemptions for certain types of business operators. The notifications were published in the Government Gazette on July 7, 2023, and came into effect the following day. Additional Qualifications Notification 2 expands the list of prohibited characteristics for business operators applying for a license or registration to engage in a designated payment service, and their directors. For example, applicants must not have been ordered to suspend or cease their operations, and their registration or license to engage in financial business or operate a designated payment system or service must not have been revoked. The notification defines “financial business” as including financial institutions, credit card business, personal loan business, securities business, and so on. In addition, applicants’ directors and management must not have prohibited characteristics, such as being involved in the management of a financial business or designated payment system or service that was ordered to suspend or cease its operations. The applicable registration or license also must not have been revoked. Reporting Requirements During the application process, Notification 2 requires applicants to disclose information on shareholders and related parties (including spouses) who hold an aggregate 10 percent or more of the total paid-up shares. Notification 4 imposes this same reporting duty regarding shareholders and related parties but applies it to licensed operators in an ongoing manner. Existing payment service operators must make their first report of this information to
Read More