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THE GOVERNMENT OF VIETNAM |
THE SOCIALIST REPUBLIC OF VIETNAM |
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No. 324/2025/ND-CP |
Hanoi, December 18, 2025 |
ON FINANCIAL POLICIES FOR INTERNATIONAL FINANCIAL CENTERS IN VIETNAM
Pursuant to Law on Government Organization No. 63/2025/QH15;
Pursuant to the Law on corporate income tax No. 67/2025/QH15;
Pursuant to Law on Personal Income Tax No.04/2007/QH12, as amended and supplemented by Law No. 26/2012/QH13, Law No.71/2014/QH13, and Law No. 56/2024/QH15;
Pursuant to Law on Export and import duties No. 107/2016/QH13, as amended and supplemented by Law No. 90/2025/QH15;
Pursuant to Law on Tax Administration No. 38/2019/QH14, as amended and supplemented by Law No. 56/2024/QH15;
Pursuant to Law on Customs No.54/2014/QH13, as amended and supplemented by Law No.71/2014/QH13, Law No.35/2018/QH14 Law No.07/2022/QH15, and Law No. 90/2025/QH15;
Pursuant to Law on Investment No. 61/2020/QH14 as amended and supplemented by Law No. 72/2020/QH14, Law No. 03/2022/QH15, Law No. 05/2022/QH15, Law No. 08/2022/QH15, Law No. 09/2022/QH15, Law No. 20/2023/QH15, Law No. 26/2023/QH15, Law No. 27/2023/QH15, Law No. 28/2023/QH15, Law No. 31/2024/QH15, Law No. 33/2024/QH15, Law No. 43/2024/QH15, Law No. 57/2024/QH15, and Law No. 90/2025/QH15;
Pursuant to Law on Public Investment No. 58/2024/QH15, as amended and supplemented by Law No. 90/2025/QH15;
Pursuant to Law on Public – Private Partnership Investment No.64/2020/QH14, as amended and supplemented by Law No. 03/2022/QH15, Law No.57/2024/QH15, and Law No. 90/2025/QH15;
Pursuant to Law on Bidding No. 22/2023/QH15, as amended and supplemented by Law No. 57/2024/QH15 and Law No. 90/2025/QH15;
Pursuant to Law on Environmental Protection No. 72/2020/QH14;
Pursuant to Law on Enterprises No. 59/2020/QH14, as amended and supplemented by Law No. 76/2025/QH15;
Pursuant to the Law on State Budget No. 89/2025/QH15;
Pursuant to Resolution No. 222/2025/QH15 of the National Assembly of Vietnam on International financial centers in Vietnam;
At the request of the Minister of Finance;
The Government of Vietnam hereby promulgates the Decree on financial policies for International financial centers in Vietnam.
This Decree elaborates and provides guidelines for implementing Article 10, Article 11, Article 12, Article 18, Article 19, Article 24, Article 26, Article 27, Article 31 of the Resolution No. 222/2025/QH15 dated June 27, 2025, of the National Assembly on the International Financial Centers in Vietnam (hereinafter referred to as “Resolution No. 222/2025/QH15”) on financial policies for International financial centers in Vietnam,
1. Members of the International financial centers in Vietnam (hereinafter referred to as “Members”).
2. Investors.
3. Agencies and organizations affiliated to International financial centers in Vietnam.
4. Other agencies, organizations, and individuals relevant to operations of the International financial centers in Vietnam stipulated in Resolution No. 222/2025/QH15.
Article 3. Interpretation of terms
1. Life insurance means a type of insurance for cases where the insured is alive or deceased.
2. Non-life insurance means a type of insurance for property damage and other losses or civil liability towards third parties.
3. Private health insurance means a type of insurance for cases where the insured suffers injuries, accidents, illnesses, and covers the costs of health care.
4. Private placement of shares of startups refers to a form of offering shares using any of the following methods:
a) The shares are only offered to foreign institutional investors and institutional investors who are Members, and fewer than 100 foreign individual investors;
b) The shares are only offered to foreign institutional investors and institutional investors who are Members;
5. International accounting standards are standards issued by the International Accounting Standards Board (IASB), including: International Accounting Standards (IAS), International Financial Reporting Standards (IFRS), interpretations of the International Financial Reporting Standards Interpretations Committee (IFRIC), and interpretations of the Standing Interpretations Committee (SIC) of the International Accounting Standards.
6. Insurer (also insurance company) refers to an enterprise that is established, managed and run as per this Decree to do business in the insurance, reinsurance and reinsurance cession. Insurance companies are classified into life insurance, non-life insurance and health insurance companies
7. Startup refers to an enterprise as per Clause 18 Article 3 of Law on Science, Technology and Innovation No. 93/2025/QH15.
8. Equity crowdfunding refers to a form which startups raise capital from foreign individual investors, foreign institutional investors and institutional investors as Members on the crowdfunding platform at International Financial Centers; investors shall own shares of such startups after contributing capital.
9. Strategic investor participating in the private placement of an startup refer to foreign individual/organization or domestic organization that is a Member, selected by General Meeting of Shareholders or competent level stipulated in its Charter based on financial capacity, technological expertise, and commitment to cooperate with the enterprise for at least 03 years.
10. Foreign investors refer to institutional investors and individual investors defined in Clause 9 Article 3 of Law on Investment.
11. Domestic securities trading organization refers to a securities company or a securities investment fund management company licensed by the State Securities Commission (SSC) to establish and operate securities business according to Law on Securities.
12. Foreign securities trading organization refer to an organization legally established overseas to carry out one or multiple securities operations.
MEMBERS OF INTERNATIONAL FINANCIAL CENTERS
Article 4. Registration, recognition, and termination of membership
1. Membership registration
a) In the case where a juridical person registers to be a Member, it shall send an application to the Executive body.
If the juridical person is an enterprise, the Certificate of Membership Registration is the enterprise registration certificate, except for the case specified in Clauses 4 and 5 Article 10 of Resolution No. 222/2025/QH15.
b) The investor eligible to register as Member must meet the standards of financial capacity, credibility, and have operations in compliance with the development orientation of the International Financial Center as prescribed by the Executive body.
2. Procedure for membership registration
a) The applicant shall submit an application for membership registration to the Executive body in person, by post, or via membership registration and recognition system.
b) The Executive body shall consider approving the application based on the standards of financial capacity, credibility, and have operations in compliance with the development orientation of the International Financial Center.
c) Within 7 working days from the date of receiving the application, the Executive body shall issue the Certificate of Membership Registration. In case of refusal, a written explanation shall be sent to the applicant.
d) An membership registration application includes: an application form for membership registration; explanation of meeting standards of financial capacity, credibility, and have operations in compliance with the development orientation of the International Financial Center as prescribed by the Executive body.
3. Procedure for membership recognition
a) The organization/enterprise shall submit an application for membership recognition to the Executive body in accordance with point a Clause 2 of this Article.
b) The Executive body shall review the application for membership recognition based on the conditions specified in Clause 2 Article 10 of Resolution No. 222/2025/QH15.
c) Within 5 working days from the date of receiving the application, the Executive body shall issue the Certificate of Membership Recognition. In case of refusal, a written explanation shall be sent to the applicant.
d) An membership recognition application includes: An application for membership recognition, a written explanation, and supporting documents approving that the applicant meets the criteria and conditions specified in Clause 2 Article 10 of Resolution No. 222/2025/QH15.
4. Membership termination
The organization/enterprise shall have its membership terminated in the following cases:
a) It decides to terminate membership;
b) The Member fails to meet the standards of financial capacity, credibility, and operations in compliance with the development orientation of the International Financial Center as prescribed by the Executive body in point b Clause 1 of this Article.
c) Upon request of the Supervisory body when the Member commits violations against Vietnamese laws, international treaties to which Vietnam is a signatory during inspections, examinations, and supervision by the Supervisory body.
d) The Member has its establishment and operations license revoked in securities, insurance sector, or its Membership Certificate or operating license revoked for other conditional business lines;
dd) The Member that is a commercial bank/foreign bank’s branch shall terminate membership only in cases where it has the License revoked in accordance with the Decree on licensing for establishment and operation of banks, foreign exchange management, anti-money laundering, counter-terrorist financing, and prevention of financing of proliferation of weapons of mass destruction at the international financial centers in Vietnam.
5. Procedures for Membership termination
a) For cases specified in point a Clause 4 of this Article, within 02 working days from receiving an application for membership termination, the Executive body shall decide to terminate membership and send notifications to relevant authorities.
b) For cases specified in point b, c Clause 4 of this Article, within 15 days prior to the membership termination, the Executive body shall send notifications to the Member in writing or via email.
c) Upon the Membership termination, the organization/enterprise shall exercise rights and obligations with relevant parties that arise during the membership. It shall not receive incentives as prescribed in Resolution No. 222/2025/QH15 and guiding documents from the date of termination. After the Membership termination, the organization/enterprise shall exercise rights and obligations in accordance with the applicable laws.
6. The registration, recognition, and termination of membership shall be carried out on the Membership Registration and Recognition System specified in Article 5 of this Decree.
7. Members must have their head offices at the International Financial Center throughout their operations. Members investing in business lines in the List of conditional business lines must be issued with an operating license or an eligibility license before operating in the International Financial Center
8. Forms and charts for application, recognition, and termination of membership shall be issued by the Executive body.
Article 5. Membership registration and recognition system
1. The Membership registration and recognition system shall be developed, managed, and operated by the Executive body in accordance with Clause 8 Article 10 of Resolution 222/2025/QH15.
2. The Membership registration and recognition shall be managed and operated to ensure connectivity and efficiency in the International Financial Centers.
3. The Membership registration and recognition system shall be connected, integrated, and shares data with the national business registration information system and other information systems to streamline administrative procedures and state management in specialized fields, ensuring data security and effective data sharing.
4. The People’s Committee of Ho Chi Minh City and the People’s Committee of Da Nang city shall d allocate funds for development, operation, and maintenance of the Membership registration and recognition system.
5. The Membership registration and recognition system must have the following features:
a) 24/7 online registration with a multilingual interface (English, Vietnamese).
b) Integration of digital signatures and multi-factor authentication.
c) Real-time monitoring of application status;
d) Integration of various e-payment methods.
dd) Centralized synchronized and interconnected database between 02 International Financial Centers in Ho Chi Minh City and Da Nang city.
6. The Executive body shall publish information about Members on the Membership registration and recognition system and update information about Members whose membership has been terminated in real-time.
Article 6. Investment operations relevant to International Financial Centers
1. In the case of a project investment at the International Financial Center by a Member subject to investment guideline approval as specified in laws on investment and other relevant laws, such Member must undergo the investment approval procedures as required by investment laws before implementing the project and shall not apply for an investment registration certificate.
2. Investment operations of Members from the International Financial Centers into the rest of Vietnam:
a) Any member falling under the cases specified in Clause 1 Article 23 of Law on Investment must meet the conditions and undergo the investment procedures as for a foreign investor in accordance with investment laws when investing in the form of establishing an economic organization, contributing capital, purchasing shares, purchasing stakes in another economic organization, or investing through a business cooperation contract (BCC) in the rest of Vietnam.
b) Any member falling under the cases specified in Clause 2 Article 23 of Law on Investment must meet the conditions and undergo the investment procedures as for a domestic investor in accordance with investment laws when investing in the form of establishing an economic organization, contributing capital, purchasing shares, purchasing stakes in another economic organization, or investing through a business cooperation contract (BCC) in the rest of Vietnam.
c) Member is eligible to establish an economic organization in the rest of Vietnam without the necessity of a specific investment project. After the establishment, the economic organization shall execute the investment project and undergo investment procedures as required by investment laws;
d) An economic organization may receive the transfer of land use rights to execute the investment project which has its investment guidelines approved in accordance with Law on Investment, Law on Land, and relevant laws if: Such organization is established and has 100% charter capital held by Members; is established by Members and domestic investors; or is established by domestic investors and receives capital contributions, share purchases, or stake contributions from Members.
dd) Any member investing in a business line in the List of business lines with prohibited and restricted market access or the List of conditional business lines in the rest of Vietnam must comply with investment laws and relevant laws.
Upon request for relaxation of market access or requirements for investment, the Ministry managing relevant business lines shall request the competent authority for review and approval.
3. Investment activities from the rest of Vietnam into the International Financial Centers shall comply with Resolution No. 222/2025/QH15, decrees guiding the implementation of Resolution No. 222/2025/QH15, and other relevant regulations.
4. Member shall have the right to execute investment and business activities with organizations and individuals outside the territory of Vietnam. Before engaging in investment activities outside the territory of Vietnam, Members must be approved in writing from the Executive body, except for specialized sectors for which this Decree or specialized laws provide otherwise.
POLICIES ON TAXES, TAX ADMINISTRATION AND ACCOUNTING; FINANCIAL REGIMES IN BANKING SECTOR
Section 1. POLICIES ON TAXES AND TAX ADMINISTRATION
Article 7. Corporate income tax policies, personal income tax policies
1. Corporate Income Tax (CIT)
a) 10% CIT shall apply for 30 years, CIT exemption shall apply for up to 4 years and a 50% reduction on the payable tax shall apply up to 9 more years for income generated by a new investment project in priority business lines in areas of the International Financial Centers.
b) 15% CIT shall apply for 15 years, CIT exemption shall apply for up to 02 years and a 50% reduction on the payable tax shall apply up to 04 more years for income generated by a new investment project not in priority business lines in areas of the International Financial Centers.
c) The duration for applying the preferential tax rate on income generated by a new investment project of an enterprise stipulated in points a and b Clause 1 of this Article shall be calculated from the first year revenue is generated; the duration for applying tax exemption and reduction shall begin from the first year taxable income is generated. In the cases where there is no taxable income in the first 3 years from the first year revenue is generated, the duration for applying tax exemption and reduction shall begin from the 4th year.
d) The enterprise must separately record income from investment projects eligible for CIT incentives specified in points a and b Clause 1 of this Article and income from manufacture or business operations ineligible for CIT incentives; if the enterprise fails to separately record, the income from investment operations eligible for CIT incentives shall equal (=) total taxable income multiplied (x) by the ratio (%) of revenue or deductible expense of manufacture or business operations eligible for CIT incentives to total revenue or total deductible expense of the enterprise in the tax period.
In cases where certain revenue or deductible expense cannot be separately recorded, such revenue or deductible expense shall be determined according to the ratio of revenue or deductible expense of manufacture or business operations eligible for CIT incentives to the total revenue or deductible expense of the enterprise;
dd) During the same period, if the enterprise having income generated by a new investment project within the areas of the International Financial Centers stipulated in points a and b Clause 1 of this Article is entitled to multiple tax incentives for the same income, it may choose to apply the most favorable incentive in accordance with CIT laws.
In cases where the enterprise’s new investment project generates revenue or income in the first year and is eligible for tax incentives less than 12 months, it may choose to enjoy the tax incentives (tax rate, tax exemption, tax reduction) for the investment project from the tax period in which the revenue or income is generated or from the next tax period (registration with the tax authority is required); If the enterprise registers the application of tax incentives in the next tax period, it must determine the amount of tax payable to the state budget on the revenue or income generated by the investment project in the first year as required.
If an enterprise converts its CIT period (including converting from a Gregorian calendar year to a fiscal year or vice versa), the converted CIT period must not exceed 12 months. If the enterprise converts its tax period during the period of entitlement to CIT incentives, it may choose either to apply incentives in the year of conversion or pay CIT at the non-preferential rate in the year of conversion and apply CIT incentives in the next year.
e) In cases where an enterprise has an expansion investment project in priority business lines in the International Financial Centers and in the area of the International Financial Centers, the principles, criteria, and conditions for applying tax incentives shall comply with the applicable CIT regulations.
2. Personal income tax (PIT):
a) Managers, experts, scientists, and those with high professional qualifications working in International Financial Centers, including Vietnamese and foreign nationals, shall be exempt from PIT on income from salaries and remuneration earned from work in the International financial centers until the end of 2030.
Tax shall be exempted consecutively from the month taxable income is generated. In cases where income is generated within a month, the tax exemption period shall include that whole month.
If an individual has income from salaries and remuneration eligible for CIT exemption as per this point and also has income from other salaries and remuneration, the exempt PIT shall be determined as follows:
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Exempt PIT in the tax period |
= |
PIT payable on total income from salaries and remuneration in the tax period |
x |
PIT- exempt income from salaries and remuneration in this Clause |
; |
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Total taxable income from salaries and remuneration in the tax period |
b) Individuals receiving income from the transfer of shares, stakes, or rights to contribute capital to Members shall be exempt from PIT until the end of 2030.
Income from the transfer of shares, stakes, or rights to contribute capital stipulated in this point refers to income from the transfer of all or part of shares, stakes, or rights to contribute capital to Members (including sale of enterprises), excluding income from the transfer of shares, stock options of public companies and registered organizations as prescribed by securities laws.
In cases where an enterprise sells the entirety of an enterprise under the ownership of an individual by transferring capital associated with real estate, it shall declare and pay CIT on real estate transfer;
c) Managers, experts, scientists, and those with high professional qualifications stipulated in point a of this Clause must meet at least the following criteria and conditions: Hold at least a bachelor’s degree or professional certificate recognized by international professional organizations; have at least 5 years of work experience, research, or teaching in the field relevant to the requirements of the International Financial Centers; or have held managerial positions from at least department level at international financial centers overseas or at reputable financial institutions, investment funds, or multinational corporations;
The Executive body shall determine specific criteria and conditions for each professional field in line with the requirements of the International Financial Centers. The Chairperson of the Executive body shall have the authority to determine and select managers, experts, scientists, and those with high professional qualifications based on proposals from the agencies and entities affiliated to the International Financial Centers and Members.
3. In cases where an enterprise/individual has taxable income other than the provisions of this Decree, they shall comply with the applicable law on corporate income tax/personal income tax and laws on tax administration.
Enterprises and individuals in the International Financial Centers are required to register, declare, pay, settle taxes and apply preferential administrative procedures in tax administration as per laws on tax administration. The determination of duration for applying tax incentives, exemption, and reduction shall comply with CIT laws and PIT laws.
4. The list of priority business lines of the International Financial Centers eligible to tax incentives as specified in Clause 1 of this Article is included in the Government’s Decree on establishment of International Financial Centers in Vietnam.
Article 8. Export duty policies, import duty policies
1. Goods and services exported from the International Financial Centers to foreign countries or imported into the International Financial Centers from foreign countries are eligible to duty incentives as prescribed in international treaties to international agreements that the Socialist Republic of Vietnam is a member, Law on Export and import duties No. 107/2016/QH13, Law on Customs No. 54/2014/QH13, and relevant guiding documents.
2. Import duties are exempt for technical equipment and devices, technologies, and software solutions that cannot be produced domestically and are imported to serve the construction of the information infrastructure, operations and management, and development of big data centers of the International Financial Centers, according to the list issued by the Executive body based on the list of domestically produced goods issued by competent authorities in accordance with Clause 5 Article 27 of Resolution No. 222/2025/QH15.
3. Import duties are exempt for goods imported to create fixed assets for investment projects in the International Financial Centers:
a) For goods, raw materials, supplies, and components that cannot be produced domestically and are imported to create fixed assets for investment projects in the International Financial Centers, it shall comply with the list issued by the Executive body based on the list of domestically produced goods issued by competent authorities in accordance with Clause 5 Article 27 of Resolution No. 222/2025/QH15
b) In cases where the International Financial Centers are subject to areas eligible for CIT incentives as prescribed in investment laws, goods imported to create fixed assets for investment projects in the International Financial Centers are exempt from import duties as per Clause 11 Article 16 of Law on Export and import duties No. 107/2016/QH13.
c) During the same period, if the investment project in the International Financial Center stipulated is entitled to multiple tax incentives for the same income, it may choose to apply the most favorable incentive.
4. Notification of the list of duty-free goods; applications and procedures for duty free
a) For goods, raw materials, supplies, and components imported as specified in Clauses 2 and 3 of this Article, the list of duty-free goods intended for import shall be registered (hereinafter referred to as “list of duty-free goods”) The preparation, notification, time and place of notification of the list of duty-free goods shall comply with laws on export and import duties.
b) Applications and procedures for duty exemption, duty declaration shall comply with laws on export and import duties, laws on customs.
Section 2. ACCOUNTING POLICIES
Article 9. Application of International Accounting Standards (IAS/IFRS) and Generally Accepted Accounting Principles (GAAP)
1. A Member, when choosing to apply IAS/IFRS or GAAP stipulated in point e Clause 11 of Resolution No. 222/2025/QH15, shall:
a) Fully and strictly apply without any adjustments to IAS/IFRS or GAAP effective when preparing and presenting financial statements, consolidated financial statements.
b) Apply IAS/IFRS or GAAP consistently to prepare financial statements, consolidated financial statements for at least 01 fiscal year.
c) Decide on the accounting account system regarding account numbers, account names, and recording methods, provided that transactions are recorded accurately and in compliance with accounting principles and IAS/IFRS or GAAP for information presented and disclosed in the financial statements, consolidated financial statements.
d) Decide on forms and charts of accounting records, accounting ledgers, and financial reports used at the entity, ensuring compliance with accounting principles and IAS/IFRS or GAAP and recording a true, fair, complete, and timely, transparent information to facilitate inspections and controls.
2. Members applying IAS/IFRS or GAAP to prepare and present financial statements, consolidated financial statements shall not prepare financial statements, consolidated financial statements according to Vietnamese Accounting Standards (VAS)
3. Financial statements prepared according to IAS/IFRS or GAAP are legal reports of the entity, used to submit to competent authorities and disclose financial statements as prescribed by laws.
Article 10. Recipients, reporting periods, and deadlines for submission of financial statements and consolidated financial statements
1. Members must prepare and submit financial statements and consolidated financial statements to the Executive body, the Supervisory body and competent authorities of Vietnam.
2. Reporting periods, deadlines for submission of financial statements and consolidated financial statements shall comply with accounting laws.
Article 11. Responsibilities of members when applying IAS/IFRS or GAAP
1. Members shall be held accountable under laws for the application of IAS/IFRS or GAAP to prepare and present financial statements, consolidated financial statements.
2. Members applying IAS/IFRS or GAAP must declare compliance with IAS/IFRS or GAAP in the Notes to financial statements, consolidated financial statements.
3. When a Member changes its accounting regime or standards into IAS/IFRS or GAAP, it must restate information and explain such change in accordance with IAS/IFRS or GAAP.
4. When applying IAS/IFRS or GAAP, the Member shall comply with this Decree and other accounting laws of Vietnam. In cases where IAS/IFRS or GAAP and accounting laws of Vietnam have provisions for the same matters, the provisions of IAS/IFRS or GAAP shall prevail.
Section 3. ACCOUNTING REGIMES IN BANKING OPERATIONS
Article 12. Accounting regimes for Members engaged in banking operations
A single-member limited liability commercial bank or a branch of foreign bank that is a Member shall apply the financial regime according to the policy of the owner/parent bank or as stipulated in Government’s Decree No. 135/2025/ND-CP dated June 12, 2025 on the financial regime applicable to credit institutions, branches of foreign banks, and the financial supervision and evaluation of the efficiency of state capital investment in wholly state-owned credit institutions and state-invested credit institutions and its amendments (if any).
LICENSE FOR ESTABLISHMENT AND OPERATION OF SECURITIES TRADING ORGANIZATIONS
Section 1. REGULATED ENTITIES, SCOPE OF OPERATIONS, FINANCIAL POLICIES, AND ACCOUNTING POLICIES IN SECURITIES FIELD
Article 13. Regulated entities
Investors engaged in securities operations in the International Financial Centers include: domestic securities trading organizations and foreign securities trading organizations, established as Members to operate in the International Financial Centers in the form of single-member limited liability companies.
1. Securities trading organizations that are Members shall perform securities brokerage, securities investment consulting, proprietary trading, securities underwriting, securities investment fund management; derivative securities trading; provision of securities-related services; provision of capital mobilization platforms for startups in the International Financial Centers.
2. Securities trading organizations that are Members must have their head offices located in the International Financial Centers, must not expand their operational network, and must not relocate their head offices outside the geographical boundaries of the International Financial Centers.
3. Securities trading organizations that are Members shall not directly or indirectly provide financial services, supporting services, financial products and operations specified in Clause 1 of this Article for Vietnamese organizations and individuals or foreign organizations and individuals residing in Vietnam but other than the geographical boundaries of the International Financial Centers.
Article 15. Financial policies, accounting policies
1. Securities trading organizations that are Members shall comply with accounting policies stipulated in point e Clause 1 Article 11 of Resolution No. 222/2025/QH15.
2. Securities trading organizations that are Members are not required to consolidate financial statements with the financial statements of investor that are domestic securities trading organizations.
3. Operations of securities trading organizations that are Members shall be deductable when calculating the prudential ratios of the investors that are domestic securities trading organizations.
Section 2. LICENSE FOR ESTABLISHMENT AND OPERATION OF SECURITIES TRADING ORGANIZATIONS THAT ARE MEMBERS
Section 16. Authority to issue, amend, supplement, and revoke licenses for establishment and operation of securities trading organizations as Members
1. The Executive body has the authority to issue, amend, supplement, and revoke licenses for establishment and operation of securities trading organizations as Members. Fees and charges for issuance, amendments, supplements to licenses for establishment and operation of securities trading organizations as Members shall comply with Article 29 of Resolution No. 222/2025/QH15.
2. The License for establishment and operation of securities trading organizations is also the Certificate of Registration of Membership and includes the following contents:
a) Name of the enterprise;
b) Address of the head office
c) Scope of operations;
d) Charter capital;
dd) Duration of operation;
e) Legal representative(s);
g) Name and address of the owner (investor establishing the securities trading organization in the International Financial Center in Vietnam)
3. Upon issuance of the License for establishment and operation, the securities trading organization as a Member shall submit its enterprise registration application the Executive body. The application and procedures for enterprise registration shall comply with regulations of the Executive body.
The enterprise registration certificate shall be issued within 01 day from the date of receiving the satisfactory application. The enterprise ID number issued by the Executive body is also the enterprise ID number stipulated in enterprise laws.
4. The registration of securities trading organizations shall be conducted in the Membership registration and recognition system. The Executive body shall update information on issuance, amendment, supplement, revocation of the License for establishment and operation and the enterprise registration certificate in the Membership registration and recognition system of the International Financial Centers.
Article 17. Eligibility for issuance of licenses for establishment and operation of securities trading organizations as Members
An investor engaged in securities shall be eligible to establish a securities trading organization as Member if:
1. It is a domestic securities trading organization and:
a) It has at least VND 5.000 billion in contributed capital and equity as its latest annual financial statement which has been audited;
b) The working capital ratio is at least 300% for the last 03 consecutive months before the time of application submission. The expected working capital ratio is at least 300% after contributing capital to establish the securities trading organization as a Member is calculated as the percentage between (the value of available capital in the previous month before contributing capital – the capital contributed to establish the securities trading organization as a Member) and the total value of risk in the previous month before contributing capital.
2. It is a foreign securities trading organization that satisfies the following conditions:
a) It has at least USD 200 million in equity as its latest annual financial statement which has been audited;
b) It is licensed or registered with the securities authority in the home country.
c) The securities authority of its home country is an official member of IOSCO;
3. It has been operating for at least 02 consecutive years without being voluntarily/involuntarily suspended or placed under warning, control, special control status; has a profitable business and has no accumulated loss as its latest annual financial statement which has been audited in the last 02 years before the year of request.
4. The investor must allocate sufficient capital and have a proposed personnel arrangement plan for the securities trading organization as a Member:
a) Capital condition: The minimum charter capital equivalent to 800 billion VND;
b) Personnel condition: a proposed General Director (or Director) and at least 03 holders of securities practice certificates for each securities trading operation proposed for licensing or a certificate/equivalent document proving the permission to practice securities trading overseas.
Article 18. Applications for license for establishment and operation of securities trading organizations that are Members
1. The application form shall be made using Form No. 01.GDN in Appendix I of this Decree.
2. Decisions of competent department of the investor in establishment and operation of a securities trading organization in the International Financial Center, decisions for approving organizational and operational plan of the securities trading organization for the first 5 years in compliance with business line in the International Financial Center, including draft charter of the organization and operations.
The organizational and operational plan must consist of: Scope of operation of the securities trading organization as a Member, proposed charter capital, proposed head office, proposed legal representative and General Director, summary information on the professional qualifications, management experience of persons in charge of management and operation and persons performing securities/derivative securities trading business operations, internal control, risk management; planned information technology system and proposed IT personnel.
3. Copy of the License for the establishment and operation issued by the competent authority or equivalent documents (if the investor is a foreign securities trading organization).
4. Copy of financial reports on monthly prudential ratios for the last 03 months until the month of application submission; and proposals for ensuring the prudential ratios after the capital contribution.
5. Copy of the audited financial reports of the investor for the last 02 years until the years of application submission; in cases where the investor is the parent company, its audited consolidated financial reports for the last 02 years shall be submitted.
6. Draft Charter of the organization and operations of the securities trading organization as a Member must ensure in compliance with relevant laws.
7. List of proposed personnel at the securities trading organization as a Member shall be made using Form No. 02 of the Appendix attached hereto and copies of passports for foreign employees; copies of securities practice certificates in Vietnam or confirmations/equivalent documents proving the permission to practice securities trading in foreign countries for foreign employees.
Article 19. Procedures for issuing license for establishment and operation of securities trading organizations as Members
1. The investor shall submit the application for license for establishment and operation of securities trading organization as a Member to the Executive body, including documents and papers specified in Article 18 of this Decree, in person, by post, or online.
2. Within 05 working days from the date of receiving the application as prescribed in Clause 1 of this Article, if any amendments or supplements are required, the Executive body shall send a written request to the applicant. Within 60 days from the date of receiving the request to amend or supplement, the applicant must complete the application as requested. If the applicant fails to complete the application within the deadline, the Executive body shall cease processing such application.
3. Within 30 days from the date of receiving a satisfactory application as prescribed in Clause 1 of this Article, the Executive body shall send a written request to contribute sufficient capital for business operations. The investor shall use contributed capital to invest in facilities. The remaining portion of the contributed capital shall be frozen in the investor’s account at a member commercial bank or a member foreign bank’s branch. After the contributed capital freezing, the investor shall submit a document confirming the balance of the frozen capital in its account, in which stating the freezing purposes and that such frozen contributed capital shall only be unfrozen upon the issuance of License for the establishment and operation of the securities trading organization as a Member or a written refusal by the Executive body.
4. Within 07 working days from the date of receiving the document confirming the balance of the frozen capital in its account stipulated in Clause 3 of this Article, the Executive body shall issue the license for establishment and operation of securities trading organization as a Member. In case of refusal, a written explanation shall be provided.
5. Organizations and individuals involved in preparing applications and documents shall be held accountable under laws for the legitimacy, accuracy, truthfulness, and completeness of such applications and documents. Organizations and individuals involved in verifying applications and documents shall be held accountable under laws within the scope related to those documents. Applications and documents must be clear, unequivocal and includes adequate important information that affects decisions of Executive body. During the time when the application is being processes, the applicant shall amend the application if they discover inaccurate information, missing information, or make changes to significant content that should be included in the application as prescribed by law, or if it is necessary to provide explanations on issues that may cause misunderstandings. The Executive body shall handle, approve, and consider the validity of the applications and documents based on the information provided; and it shall not be held accountable for any violations by organizations or individuals that occur before or after submitting the satisfactory applications. Satisfactory applications are those that contain all required papers and the content of those papers is fully declared as per laws.
1. A securities trading organization as a Member that has been granted a License for establishment and operation shall only commence operations from the inauguration date.
2. At least 30 days before the scheduled inauguration date, the securities trading organization as a Member must fully meet the following conditions:
a) It has a sufficient charter capital, a head office, equipment to support business operations in the International Financial Center, adequate qualified personnel in all business departments, a securities trading software system (if necessary), and an appropriate information technology system in line with the organizational and operational plan submitted to the Executive body;
b) It has operational procedures, internal control procedures, risk management procedures, internal regulations on anti-money laundering, anti-terrorism financing, and anti-proliferation of weapons of mass destruction as per laws of Vietnam on anti-money laundering, the Charter of the securities trading organization which has been approved by the owner, and other internal regulations (if any); and it has submitted reports to the Executive body;
c) It has disclosed information on 1 media outlet of the International Financial Center and 1 Vietnamese printed newspaper on about the inauguration of operations, including Name, address of the head office of the securities trading organization as a Member; License for establishment and operation, Certificate of enterprise registration of the securities trading organization as a Member, and the scheduled inauguration date.
3. The Executive body shall suspend the inauguration of operations of the securities trading organization failing to meet the requirements specified in Clause 2 of this Article.
4. The securities trading organization that is a Member must conduct the inauguration within 12 months from the date on which it obtains the License for establishment and operation, except for force majeure events; after the aforesaid deadline, if it fails to do so, the issued License expires. The Executive body shall publish the expiration of the Licenses for establishment and operation on its website.
Section 3. OPERATION OF SECURITIES TRADING ORGANIZATIONS AS MEMBERS
Article 21. Operational principles
1. The Executive body and the Supervisory body, within their duties and powers, are responsible for implementing state management over the operations of securities business organizations that are Members of the International Financial Centers and issue regulations, guidelines on matters relevant to the organization and operation of securities trading organizations as Members of the International Financial Centers.
2. After being granted the License for establishment and operation, the supervisory body shall monitor the ensurance of compliance with conditions for the License for establishment and operation, regulations on operations of securities trading organizations as Members in this Decree, guidelines issued by the Executive body, and relevant regulations.
3. The securities trading organization that is a Member shall operate within the scope of activities specified in its License for establishment and operation. During operations, it must have at least 01 legal representative residing in Vietnam and ensure compliance with Vietnamese laws and related laws.
4. Securities trading organizations that are Members must maintain and comply with the conditions of the license as prescribed in this Decree and ensure that its equity does not fall below the minimum charter capital.
Article 22. Asset management of clients
1. Client assets received and managed by securities trading organizations as Members or entrusted for management are assets of the clients, not the organizations.
2. In the case where a securities trading organization as a Member is terminated, dissolved, or bankrupt, client assets shall be returned to clients after deducting the client’s obligations to the securities trading organization as a Member.
3. Securities trading organizations as Members shall not directly receive and pay cash for securities transactions of clients; they must conduct transactions through member commercial banks or member foreign bank’s branches.
4. Securities trading organizations as Members are prohibited from misusing client funds in any form.
5. Securities trading organizations as Members must manage separately deposit of securities trading funds of each client, manage separately between client funds and company funds.
Section 23. Obligations of securities trading organizations as Members
1. Establish systems for internal control or audit, management of risks, surveillance, monitoring, prevention or mitigation of conflicts of interest from within or transactions with related persons. Prioritize executing client orders over its orders.
2. Separately manage assets for each client, segregate client assets from its assets. When managing funds, a securities trading organization as a Member must have a contract with a commercial bank or a branch of a foreign bank that is a Member to monitor and safeguard the assets of the securities investment fund.
3. Collect and analyze information on financial situation, investment objectives, risk tolerance of clients; ensure that the investment recommendations/advice provided are in line with the financial situation, investment objectives, risk tolerance of clients, except the case where the client fails to provide complete or accurate information.
4. Develop information technology systems, backup databases for safe and continuous operations.
5. Fulfill other obligations as stipulated by the Executive body and other relevant laws.
Article 24. Changes that must be approved by the Executive body
1. The securities trading organization as a member must be approved in writing by the Executive body when changing any of the following contents:
a) Changes related to its License for establishment and operation stipulated in points a, b, c, d, dd, and e Clause 2 Article 16 of this Decree;
b) Voluntary suspension of operations, except in cases of suspension due to force majeure causes;
c) Transfer of all of its contributed capital leading to a change of ownership;
d) Change of General Director (or Director);
dd) Dissolution.
2. A domestic/foreign securities trading organization shall only transfer all of its contributed capital of a securities trading organization that is a Member to another securities trading organization when the transferee is eligible for the License for establishment and operation of the securities trading organization as a Member.
3. Applications and procedures for approval of changes as prescribed in Clause 1 of this Article and the modification, supplementation of the License for establishment and operation of the securities trading organization as a Member shall be carried out in accordance with regulations of the Executive body. Upon the approval for modification, supplementation of the License for establishment and operation of the securities trading organization as a Member, the Executive body shall update the changes in the registration system and recognize the Member.
4. In the case where the change is approved in accordance with Clause 1 of this Article, the securities trading organization as a Member shall:
a) Amend, supplement the Charter to ensure compliance with the approved changes specified in points a, and c Clause 1 of this Article;
b) Publish information on its website and the website of the International Financial Center regarding the changes specified in Clause 1 of this Article within 24 hours from the date of approval.
Article 25. Changes that must be notified
1. A securities trading organization as a Member must notify the Executive body in writing (specifying the content of the change and its reason) within 5 working days for:
a) Changes of name, address of the head office of its owner;
b) Change of its website address;
c) Change of its Charter on organization and operation; issuance or amendments to procedures for business operations, internal control, internal audit, or risk management; issuance or amendments to internal regulations on anti-money laundering, anti-terrorism financing, anti-proliferation of weapons of mass destruction as per Vietnamese laws on anti-money laundering;
d) Change of employees managing or executing business operations, employees carrying out securities business, internal control employees, internal audit employees, risk management employees, employees carrying out anti-money laundering operations as per laws on anti-money laundering, except for employees specified in Clause 1 Article 24 of this Decree.
2. Upon receiving the notice from the securities trading organization as a Member in accordance with Clause 1 of this Article, within 03 working days, the Executive body shall update information in the membership registration and recognition system (if necessary).
Section 26. Voluntary suspension of operations of securities trading organizations as members
1. A securities trading organization as a Member shall only voluntarily suspend its operations when the suspension does not affect the rights of clients (if any) and must send a written proposal (specifying the suspension duration and its reasons), a suspension plan, and a plan for handling valid contracts with clients approved by its competent authority; enclosed with records on contract finalization or documents proving the completion of the transfer of rights and responsibilities for asset management to the replaced securities trading organization as a Member.
2. Within 07 working days from the date of receiving documents as prescribed in Clause 1 of this Article, the Executive body shall issue a written approval for voluntary suspension of operations for the securities trading organization as a Member; in case of refusal, a written explanation shall be provided.
3. The voluntary suspension period shall not exceed 90 days. After this period, the Executive body shall revoke the License for establishment and operation of the securities trading organization as a Member.
4. The securities trading organization as a Member shall send report to the Executive body and the Supervisory body within in 24 hours from the date of reoperation.
Section 27. Involuntary suspension of operations of securities trading organizations as Members
1. The Executive body shall decide to suspend operations of a securities trading organization as a Member if any of the following cases occurs:
a) The application for the issuance/modification of the License for establishment and operation of the securities trading organization as a Member contains false information affecting the licensing eligibility and decision to issue/modify the License for establishment and operation of the securities trading organization as a Member;
b) It operates for improper purposes or outside the scope specified in the License;
c) It commits serious violations of operations of the securities trading organization as a Member according to regulations of the Executive body, leading to security market instability.
2. The involuntary suspension period is 60 days for cases specified in points a and b Clause 1 of this Article; 6 months for cases specified in point c Clause 1 of this Article. After the involuntary suspension period, if the securities trading organization as a Member fails to rectify the violations, it shall have its License for establishment and operation revoked.
3. During the involuntary suspension period, the securities trading organization as a Member shall take the following handling measures or restrictive measures:
a) It is prohibited from entering into or extending agreements relevant to suspended operations, except for exercising rights of the securities it is holding as prescribed by laws; it must settle and transfer accounts as requested by clients (if any);
b) It must establish a rectification plan; send the report thereof to the Executive body monthly or as required.
Article 28. Revocation of license for establishment and operation of securities trading organizations as Members
1. The Executive body shall decide for revocations of Licenses for establishment and operation of a securities trading organization as a Member if any of the following cases occurs:
a) The Member fails to officially come into operation within 12 months from the licensing date; fails to resume operation after the voluntary suspension which is approved by the Executive body;
b) The investor submits a written request for revocation of the license for establishment and operation of securities trading organization as a Member;
c) It fails to rectify violations within the involuntary suspension period;
d) It receives a bankruptcy decision from the competent authority in accordance with law on bankruptcy;
dd) Upon the recommendations of the Supervisory body that it has committed serious violations of the operations of the securities trading organization as a Member according to the laws of Vietnam, international treaties of which Vietnam is a member.
2. Applications and procedures for revocation of the License for establishment and operation of the securities trading organization as a Member shall be carried out in accordance with this Decree and regulations of the Executive body.
3. The Executive body shall publish decisions on revocation of the License for establishment and operation of the securities trading organization as a Member on its website. The securities trading organization that is a Member shall terminate its business activities from the effective date of the decisions on revocation of the License for establishment and operation of the securities trading organization as a Member.
Article 29. Dissolution, shutdown of securities trading organizations as Members
1. The securities trading organization as a Member shall be dissolved in the following cases:
a) It fails to apply for extension or has their submitted applications for extension refused upon expiry of their licensed duration of operation;
a) It is voluntarily dissolved as per decision of the owner and has been approved in writing by the Executive body;
a) It has its License for establishment and operation of the securities trading organization as a Member revoked in accordance with Clause 1 Article 28 of this Decree;
d) Other cases as stipulated by the Executive body.
2. A securities trading organization as a Member shall only be dissolved after all of its debts and liabilities are fully paid.
3. Applications and procedures for dissolution, shutdown and revocation of License of the securities trading organization as a Member shall comply with regulations of the Executive body, laws on enterprises and relevant laws.
Article 30. Asset liquidation in case of dissolution, shutdown
1. In cases of dissolution/shutdown in accordance with this Decree, the securities trading organization as a Member shall liquidate its assets under the supervision of the Executive body and relevant authorities (if necessary) and follow procedures for asset liquidation prescribed by the Executive body, in compliance with relevant laws.
2. While supervising the liquidation of assets, if the Member is found insolvent, the Executive body shall issue a decision to termination the asset liquidation. The securities trading organization as a Member shall submit a request to initiate bankruptcy procedures to the Court as per bankruptcy laws.
3. The securities trading organization as a Member undergoing asset liquidation shall pay all costs related to asset liquidation.
INSURANCE POLICY, REINSURANCE POLICY
Section 1. SCOPE, PROVIDERS, AND USERS OF INSURANCE SERVICES
Article 31. Scope of provision and use of services
1. Insurers, insurance brokerage companies, insurance agents, and entities providing ancillary benefit services that are Members shall only provide services to Members, employees of Members, and foreign organizations and individuals.
In cases where insurers, insurance brokerage companies, and entities providing ancillary benefit services provide services in the rest of Vietnam, they shall comply with laws of Vietnam on provision and use of insurance services, insurance brokerage services, and cross-border ancillary services.
2. Reinsurers as Members shall provide reinsurance services to insurers/reinsurers that are Members and insurers/reinsurers overseas.
In cases where a reinsurer provides services to an insurer/reinsurer established and operating in the rest of Vietnam, it shall comply with Vietnamese laws on reinsurance.
3. Members, employees of Members are eligible for insurance participation at insurers established and operating at the International Financial Centers, insurers established and operating in the rest of Vietnam, and insurers operating overseas.
Section 2. LICENSING FOR THE ESTABLISHMENT AND OPERATION OF INSURERS, REINSURERS, INSURANCE BROKERAGE COMPANIES
Article 32. Authority to issue, amend, supplement, and revoke licenses for establishment and operation
1. The Executive body shall issue, amend, supplement, and revoke the License for establishment and operation for insurers, reinsurers, and insurance brokerage companies at the International Financial Centers.
2. The License for establishment and operation of an insurer, reinsurer, or insurance brokerage company shall also serve as its enterprise registration certificate and membership registration certificate.
Article 33. Forms of operational organization
An insurer, reinsurer, or insurance brokerage company shall be established in the form of a limited liability company by investors.
Article 34. Eligibility for issuing licenses for establishment and operation
1. The investor contributing capital to establish an insurer, reinsurer, or insurance brokerage company must be a juridical person.
2. An investor that is a domestic organization established under Vietnamese law (domestic investor) must meet the following conditions:
a) It is an insurer, reinsurer, or insurance brokerage company established and operating in Vietnam as per the Law on Insurance Business;
c) It has operated for at least 05 years prior to applying for the License in the field to be licensed to operate in the International Financial Center;
c) It must ensure the contributed capital in cash, provided that it shall not fall below the minimum amount required by Vietnamese laws on insurance business. Such contributed capital shall be frozen in the investor’s account at a commercial bank or a foreign bank’s branch in Vietnam. Such frozen contributed capital shall only be unfrozen and converted into the charter capital upon the issuance of License for the establishment and operation or refunded in case of license refusal by the Execution body.
In the cases of investment-linked insurance or retirement insurance, the insurer to be established must meet the conditions regarding capital and information technology specified in laws of Vietnam.
d) It has a profitable business for 03 consecutive fiscal years up to the time of application submission;
dd) It has the solvency margin, prudential ratios, and offshore investment conditions as required by Vietnamese laws on insurance business;
e) Borrowed capital and entrusted investment capital from other organizations or individuals are not be used to contribute its capital.
g) The planned personnel including Chairperson of the Board of Members, Director or General Director, legal representative, and actuaries must meet the conditions and standards as stipulated by Vietnamese laws on insurance business (excluding the position of actuaries for insurance brokerage companies).
3. For a foreign investor:
a) It is a foreign insurer, reinsurer, insurance brokerage company, or foreign financial/insurance group;
b) It meets conditions as specified in points b, c, d, e, and g Clause 2 of this Article;
c) It has been licensed to establish an enterprise in the International Financial Center by the competent authority in the country where its head office is located. If a written approval is not required by laws of the home country, a written confirmation of the competent authority/person is required in accordance with laws of that country.
d) It has total assets of at least 2 billion USD (for the investor establishing insurer or reinsurer) or 2 million USD (for the investor establishing insurance brokerage company) in the year proceeding the year of application submission.
Article 35. Application for License for establishment and operation
1. An application for License for establishment and operation includes:
a) A written request for License for establishment and operation made using Form No. 08 in Appendix attached hereto;
b) Copy of the Decision on establishment or enterprise registration certificate or other equivalent documents of capital contributors;
c) Documents on capital contribution for establishing an enterprise in the International Financial Center of the competent authority of capital contributors;
d) Written authorization, copy of citizen ID card or passport of the authorized representative of capital contributors;
dd) Copy of the audited annual financial reports for 03 consecutive fiscal years prior to the application submission;
e) List of beneficial owners, including: full name, date of birth, citizen ID card number or passport number, nationality (if multiple nationalities, all must be listed), address in Vietnam (if applicable), and ownership percentage in the enterprise to be established. This provision shall not apply to insurance brokerage companies;
g) Written confirmations of the frozen balance at a bank licensed to operate in the International Financial Center or a bank licensed to operate in the remaining part of Vietnam, in which specifying the amount of capital contribution frozen of each investor, purposes, periods, and conditions for unfreezing;
h) Written approval of the competent authority in the home country to establish insurers, reinsurers, insurance brokerage companies in the International Financial Center of each foreign investor. If a written approval is not required by laws of the home country, a written confirmation of the competent authority/person is required in accordance with laws of that country.
i) Draft Charter of the organization and operation of the enterprise to be established;
k) A 5-year operation plan in compliance with the business line, in which specifying the planned operations and effectiveness. For an insurer or reinsurer, the plan must also clearly state the types of insurance to be provided, target market, distribution channels, methods of setting aside the technical reserves, reinsurance program, capital investment, solvency, internal control, internal audit, risk management, information technology;
l) Curricula vitae, criminal records, copies of degrees, certificates and other documents proving the eligibility of the person expected to be appointed as Chairperson of the Board of Members, Director or General Director, legal representative or actuary (the actuary title is not applicable to insurance brokerage companies).
2. General standards for submitting and supplementing applications and documents:
a) Applications shall be submitted to the Executive body in person, by post, or online;
b) Criminal record made using the form or equivalent document of a foreigner prescribed by foreign law shall be issued by a competent authority no later than 12 months before the date of application, including full information on criminal convictions;
c) The curriculum vitae must be made no later than 6 months before the date of application;
d) Organizations and individuals involved in preparing applications and documents shall be held accountable under laws for the legitimacy, accuracy, truthfulness, and completeness. If an organization or individual falsifies information in an application for License for establishment and operation, the Executive body shall has the discretion to deny any application for License for establishment and operation for five years from the time the fraudulent acts are detected;
dd) If documents on identity required in the application have been integrated in the National Population Database and the Identity Database, the Executive body shall collect them from these databases and other relevant databases.
Article 36. Procedures for issuing License for establishment and operation
1. Within 30 days of receiving a complete application as prescribed in Clause 1 Article 35 of this Article (except for documents specified in point g, Clause 1, Article 35 of this Decree):
a) If the application is valid, the Executive body shall notify the applicant in writing to freeze the sufficient capital to ensure business operations. After freezing sufficient capital to ensure business operations, the applicant shall submit to the Executive body a written confirmation stipulated in point g Clause 1 Article 35 of this Decree.
b) If the application is invalid, the Executive body shall notify the applicant in writing to supplement or amend the application. The time limit for supplementation or amendment to the application is 6 months from the date of notification. In case the investor fails to supplement or amend the application within the prescribed time limit, the Executive body shall deny the application and provide a written explanation.
2. Within 07 days from the date of receiving the written confirmation stipulated in point g Clause 1 Article 35 of this Decree, the Executive body shall grant a License for establishment and operation to the insurer, reinsurer, or insurance brokerage company according to the Form No. 08 in the Appendix enclosed herewith; at the same time, the Executive body shall approve the principles for the person to be appointed as Chairperson of the Board of Members, Director or General Director, legal representative or actuary in writing.
In case of refusal, a written explanation shall be provided.
Article 37. Official operation
1. An insurer, reinsurer, or insurance brokerage company must officially commence operation within 12 months of issuance of the License for establishment and operation, except in case of force majeure events or circumstantial obstacles. In case of force majeure events or circumstantial obstacles, the insurer, reinsurer, or insurance brokerage company must report on such unexpected events in writing and receive the written consent to extension of the time limit for commencement of official operation from the Executive body; the extension of the time limit shall not be longer than 12 months.
2. An insurer, reinsurer, or insurance brokerage company must carry out the following tasks to officially commence its operations: contribute sufficient charter capital, appoint legal representatives; appoint positions approved in principle by the Executive body; establish organizational structure, internal management, internal audit and issue procedures and regulations as required by laws; deposit the required reserve fund at a bank licensed to operate in the International Financial Center or a bank licensed to operate in the remaining part of Vietnam.
3. The insurer/reinsurer must notify the Executive body in compliance with regulations in Clause 2 of this Article at least 15 days before the official operation date. The Executive body has the right to suspend the official operation of the insurer/reinsurer that fails to meet the requirements specified in Clause 2 of this Article.
Article 38. Revocation of the License for establishment and operation
1. An insurer, reinsure, or insurance brokerage company shall have its License for establishment and operation revoked if:
a) The application for License for establishment and operation contains false information in order to be eligible for obtainment of the License;
b) It fails to officially commence operation within 12 months of issuance of the License for establishment and operation, except in case of force majeure events or circumstantial obstacles. This provision shall not apply to insurance brokerage companies;
c) It is divided, partial divided, acquired, consolidated, or dissolved;
d) It operates not in accordance with the content of the License for establishment and operation;
dd) It undergoes bankruptcy procedures upon a decision of the competent authority.
2. If the License for establishment and operation is revoked according to Clause 1 of this Article, such enterprise shall:
a) Immediately cease entering into new insurance contracts, reinsurance contracts, or written agreements with clients when executing insurance brokerage company services; not enter into new contracts or contract extensions related to insurance business operations.
b) In case of revocation of the License for establishment and operation as specified in points a and d Clause 1 of this Article, for valid contracts or agreements in force, the enterprise and clients shall return what has been received. The enterprise shall pay damages caused by its actions (if any) according to contracts or written agreements.
c) In case of revocation of the License for establishment and operation due to dissolution or shutdown:
The insurer shall pay insurance claims as agreed in the insurance contract if the event occurs before the revocation of the License.
The insurer shall refund the policyholder/assured with the surrender value or insurance premiums paid corresponding to the remaining time of the insurance contract for each insurance product after deducting reasonable and legitimate costs, except in cases where the parties have agreed otherwise.
3. The Executive body shall specify procedures and applications for revocation of the License for establishment and operation.
Article 39. Division, partial division, acquisition, consolidation of insurers and reinsurers
1. The division, partial division, consolidation, or acquisition of an insurer/reinsurer shall meet the following conditions:
a) It should not cause harm to the legal rights and interests of policyholders, employees, and the State of Vietnam;
b) It complies with relevant laws and regulations;
c) The prospective investor contributing capital to the insurer, reinsurer, or insurance brokerage company after division, partial division, consolidation, or acquisition shall meet the conditions specified in Articles 34 and 35 of this Decree;
d) The insurer, reinsurer, or insurance brokerage company formed after division, partial division, consolidation, or acquisition shall meet the conditions specified in Article 33 of this Decree.
2. Applications and procedures for division, partial division, consolidation, or acquisition shall comply with guidance provided by the Executive body.
Article 40. Dissolution of insurers, reinsurers, and insurance brokerage companies
1. An insurer, reinsurer, or insurance brokerage company shall be dissolved in the following cases:
a) It is dissolved voluntarily;
b) The operating period specified in its License for establishment and operation expires;
c) It has the License for establishment and operation revoked as specified in points a, b, and d Clause 1 Article 38 of this Decree;
d) Other cases as prescribed by laws.
2. The dissolution of an insurer, reinsurer, or insurance brokerage company must be approved in writing by the Executive body.
3. The insurer, reinsurer, or insurance brokerage company shall only be dissolved after all of its debts and liabilities are fully paid and not in the process of dispute resolution at the dispute resolution agency in the International Financial Center. The relevant managers and insurers, reinsurers, and insurance brokerage companies shall share joint liabilities for the debts of such insurer, reinsurer, or insurance brokerage company.
4. The debt payment shall be carried out in the following priority order:
a) Salaries, severance pay, social insurance, private health insurance, unemployment insurance, and other benefits for employees based on employment contracts;
b) Payment of damages and insurance claims upon request based on agreed values in insurance contracts or refund insurance premiums by the insurer/reinsurer;
c) Tax debts;
d) Other debts.
5. After completing the debt payment as prescribed in Clause 4 of this Article, the insurer, reinsurer, or insurance brokerage company shall undergo the dissolution procedures according to the guidance of the Executive body.
Article 41. Bankruptcy of insurers and reinsurers
1. An insurer or a reinsurer shall undergo the bankruptcy procedures if:
a) It fails to correct the state causing them to be subject to the control measure in accordance with laws on insurance business;
b) The Executive body shall issue the written instruction on termination of application of the control measure to the controlled insurance enterprise specified in point a Clause 1 of this Article.
2. The Executive body shall specify bankruptcy procedures.
Article 42. Changes to be approved or notified
1. An insurer, reinsurer, or insurance brokerage company must be approved in writing by the Executive body before making any of the following changes:
a) Its name and place of its head office;
b) Its charter capital.
c) Content, scope, and duration of operations;
d) Transfer of all of its contributed capital leading to a change of ownership;
c) Division, partial division, acquisition, consolidation, dissolution;
e) Change of Chairman of the Board of Members, General Director or Director, Actuary (the actuary title is not applicable to insurance brokerage company)
2. An insurer, reinsurer, or insurance brokerage company shall submit an application for approving changes prescribed in Clause 1 of this Article to the Executive body. Applications and procedures for approving changes specified in Clause 1 of this Article shall comply with Vietnamese laws on insurance business.
3. within 20 working days from the date of receiving a satisfactory application:
a) If the application meets the requirements, the Executive body shall approve in writing (for changes prescribed in point e Clause 1 of this Article) or reissue a License for establishment and operation for changes specified in points a, b, c, d, and dd Clause 1 of this Article.
b) If the application fails to meet the requirements, the Executive body shall reject the application and provide a written explanation.
4. Upon approval of the changes specified in Clause 1 of this Article, the insurer, reinsurer, or insurance brokerage company shall follow these procedures:
a) Amend, supplement the Charter to align with the approved changes;
b) Publish changes on the website of the Executive body or the International Financial Center within 7 working days from the approval date.
5. An insurer, reinsurer, or insurance brokerage company shall send a notification to the Executive body within 15 days from the date of the following changes:
a) Changes in its Operating Charter;
b) Changes in its beneficial owners.
Section 3. OPERATIONS OF INSURERS, REINSURERS, AND INSURANCE BROKERAGE COMPANIES
Article 43. Operational content
1. An insurer shall be involved in the following range or area of business activities:
a) Insurance, reinsurance, or reinsurance cession business;
b) Management of funds and investment of funds generated in the insurance industry;
c) Provision of insurance ancillary services;
d) Other activities directly related to the insurance industry.
2. A reinsurer shall be involved in the following range or area of business activities:
a) Reinsurance, or reinsurance cession business;
b) Management of funds and investment of funds generated in the reinsurance industry;
c) Other activities directly related to the reinsurance industry.
3. An insurance brokerage company shall be involved in the following range or area of business activities:
a) Root insurance brokerage company;
b) Reinsurance brokerage company;
c) Provision of insurance ancillary services.
4. The area of business activities of insurers, reinsurers, and insurance brokerage companies established and operating in Vietnam shall comply with Vietnamese laws on insurance business;
Article 44. Corporate governance structure of insurers, reinsurers, and insurance brokerage companies
1. An insurer, reinsurer, or insurance brokerage company shall have a governance structure consisting of the Board of Members, Director or General Director, and Supervisory Board (if any).
2. The manager/executor of an insurer, reinsurer, or insurance brokerage company must meet the requirements and standards as specified in the Vietnamese laws on insurance business, except for requirement of residing in Vietnam during their office term, provided that there is at least 01 legal representative resides in the International Financial Center or in the rest of Vietnam
3. In the case of changing the Director or General Director or Actuary, within 75 days from the date he/she ceases to hold the position, the insurer, reinsurer, or insurance brokerage company shall submit a valid application for approving change of Director or General Director or Actuary (the provision regarding Actuaries shall not apply to insurance brokerage companies).
4. Insurers and reinsurers shall carry out internal control, internal audits, and risk management stipulated in Vietnamese laws on insurance business.
Article 45. Suspension of the execution of rights and obligations of Chairperson of Board of Directors, Director or General Director, and Actuary
The suspension of the execution of rights and obligations of Chairperson of Board of Directors, Director or General Director, and Actuary shall comply with Vietnamese laws on insurance business and the following provisions:
1. The Executive body has the authority to suspend the execution of rights and obligations of Chairperson of Board of Directors, Director or General Director, and Actuary of an insurer/reinsurer; Chairperson of Board of Directors, Director or General Director of an insurance brokerage company at the International Financial Center if he/she no longer meets eligibility requirements and standards prescribed in Vietnamese laws on insurance business.
2. Within 75 days from the date on which the Executive body issues the suspension decision, the insurer, reinsurer, or insurance brokerage company at the International Financial Center shall submit a valid application for approving a new Chairperson of Board of Directors, Director or General Director, or Actuary to the Executive body. The provision on Actuaries shall not apply to insurance brokerage companies;
3. Persons whose rights and obligations are suspended as per Clause 1 of this Article shall be responsible for being involved in the process for handling of issues and violations concerning personal liabilities upon the request of the insurer, reinsurer, or insurance brokerage company at the International Financial Center.
Article 46. Insurance operations
1. Insurers may offer the following insurance types, services, and products:
a) Non-life insurers may offer non-life insurance and private health insurance products, each of which has the maximum insurance term of 01 year.
b) Life insurers may offer life insurance and private health insurance products.
c) Health insurers may offer private health insurance products.
2. Insurance contracts must be carried out in accordance with Vietnamese laws on insurance business. The dispute resolution method for insurance contracts shall comply with regulations for dispute resolution at the International Financial Center.
3. Insurers shall take proactive responsibility in formulating and developing insurance products. Rules, terms, and premiums must comply with Vietnamese laws on insurance business.
4. Insurers must comply with the following provisions:
a) Apply and obtain approval from the Executive body for methods and basis of insurance premium calculation be for implementation, except for certain insurance products such as motor vehicle insurance, non-participating plans in endowment insurance, whole-life insurance, and hybrid insurance, life insurance products, and private health insurance products with a maximum insurance term of 01 year.
b) Apply and obtain approval from the Executive body for methods of setting aside the technical reserves, principles of separating equity and life insurance premiums, and profit-sharing for life insurance products (if applicable) before implementation
5. Reinsurers must apply and obtain approval from the Executive body for methods of setting aside the technical reserves before implementation.
6. In case of modifying or supplementing the methods of setting aside the technical reserves; adjusting the basis of insurance premium calculation; or modifying the rules, conditions, terms of insurance products affecting the premium calculation method and basis, the insurer shall submit an application to the Executive body. This provision shall not apply to cases where the method or basis for calculating insurance premiums or the rules, conditions, or terms of an insurance product are changed but do not exceed 10% of the total premiums, or do not exceed 10% of the premiums for each specific customer group.
7. Applications and procedures for approving application or modifying method/basis for insurance premium calculation, setting aside the technical reserves, separating equity and life insurance premiums, profit-sharing for life insurance products shall comply with Vietnamese laws on insurance business.
Article 47. Financial investment
1. An insurer or a reinsurer shall conduct financial investment activities as follows:
a) Capital sources for investment include: Equity; idle capital from technical reserves and other lawful sources as regulated by laws.
b) Capital sources from technical reserves and equity corresponding to the minimum solvency margin or prescribed capital, whichever is higher; or the equity meeting the requirements for prudential ratios and solvency: must be invested in the International Financial Center or in the remaining part of Vietnam. Investment principles and ratios shall be in accordance with Vietnamese laws on insurance business.
c) Capital sources from equity exceeding the prescribed capital or minimum solvency margin, whichever is higher; or the remaining owner’s capital after deducting the capital meeting the requirements for prudential ratios and solvency: are allowed to be invested outside of the International Financial Center after obtaining written approval from the Executive body.
2. The investment activities of insurance brokerage companies must ensure safety, liquidity, efficiency; comply with regulations, take responsibility for investment activities. Insurance brokerage companies are not allowed to invest in any form for capital-contributing investors or related parties of capital-contributing investors in accordance with the Law on enterprise.
Article 48. Financial management and accounting
1. Insurers, reinsurers operating in the International Financial Centers shall comply with regulations on prudential ratios, reserves, solvency, and intervention measures, technical reserves, separation of equity and life insurance premiums, financial safety, compulsory reserves in accordance with Vietnamese laws on insurance business.
2. Insurers, reinsurers, and insurance brokerage companies shall implement accounting policies in accordance with point e Clause 1 Article 11 of Resolution No. 222/2025/QH15 and Articles 9, 10, and 11 of this Decree.
Section 4. OPERATIONS OF INSURANCE AGENTS, PROVISION OF ANCILLARY INSURANCE SERVICES
Article 49. Conditions for activities of insurance agents, provision of ancillary insurance services
Conditions for activities of insurance agents and provision of ancillary insurance services include:
1. Activities and services are provided by limited liability companies registered as Members; procedures for application/termination of Membership shall comply with this Decree.
2. An employee directly engaged in activities of an insurance agent, provision of ancillary insurance services of an insurance agent or an organization providing ancillary insurance services must meet the following conditions:
a) He/she has legal capacity;
b) He/she hold a certificate in insurance issued by insurance training institutions legally established and operating in Vietnam or overseas, which is appropriate to the insurance types, products, operations, and ancillary services provided.
Article 50. Principles for activities of insurance agents, provision of ancillary insurance services
Rights and obligations of insurance agents and organizations providing ancillary insurance services; principles for activities of insurance agents, provision of ancillary insurance services shall comply with Vietnamese laws on insurance business.
POLICIES ON CAPITAL MARKET DEVELOPMENT AND REGULATORY SANDBOX FOR STARTUPS AND FINTECH COMPANIES
Section 1. ORGANIZATIONS PROVIDING CROWDFUNDING PLATFORMS FOR STARTUPS
Article 51. Regulations on organizations providing crowdfunding platforms
1. Organizations providing crowdfunding platforms (hereinafter referred to as platform providers) are securities trading organizations licensed by the Executive body.
2. Platform providers are enterprises that carry out and provide any of the following services and activities:
a) Organize crowdfunding platforms for startups at the International Financial Centers;
b) Advise on crowdfunding activities for startups;
c) Manage the shareholder register of startups. Startups may only manage their shareholder register through a platform provider.
Article 52. Eligibility for License to provide crowdfunding platforms
1. It is a securities trading organization that is a Member.
2. It has operational procedures for providing crowdfunding platforms, monitoring crowdfunding activities, and managing shareholder registers.
3. The information technology system must ensure standards for safety, stability, cybersecurity, and ability to monitor crowdfunding activities.
Article 53. Applications and procedures for issuance of License to provide crowdfunding platforms
1. An application for issuance of License to provide crowdfunding platforms includes:
a) A written request for License to provide crowdfunding platforms made using Form No. 03 in Appendix attached hereto;
a) Establishment and operation license of the Member;
c) Operational procedures stipulated in Clause 2 Article 52 of this Decree;
d) Documents proving that the information technology system meets the requirements specified in Clause 3 Article 52 of this Decree.
2. Documents in paper applications specified in Clause 1 of this Article shall be originals or copies extracted from master registers or certified copies. The application shall be submitted in person at the Executive body, by post or online through the Financial Center as regulated by law.
3. If the application is incomplete as prescribed in Clause 1 of this Article, within 07 working days from the date of receiving the application in accordance with Clause 2 of this Article, the Executive body shall request the applicant to supplement the application.
4. Within 30 working days from the date of receipt of a complete application as prescribed in Clause 1 of this Article, the Executive body shall issue the License to provide crowdfunding platforms; in case of refusal, a written explanation shall be provided.
Article 54. Revocation of License to provide crowdfunding platforms
1. A platform provider shall have its License revoked by the Executive body in the following cases:
a) Upon a request to revoke the License to provide crowdfunding platforms issued using Form No. 07 of the Appendix enclosed herewith;
b) Upon dissolution, bankruptcy, acquisition, division, or consolidation as per laws.
2. Within 05 working days from the date of receiving the request specified in point a Clause 1 of this Article, the Executive body shall respond in writing regarding the revocation of the License to provide crowdfunding platforms of the platform provider.
3. Within 05 working days from the date of receiving the notification of dissolution, bankruptcy, acquisition, division, or consolidation, the Executive body shall revoke the License to provide crowdfunding platforms of the platform provider.
4. Upon revocation of the License to provide crowdfunding platforms, the platform provider shall:
a) Immediately terminate its business activities listed in the License and notify on its website;
b) Transfer client’s assets to the platform provider chosen by clients or designated by the Executive body within in 45 days from the date of revocation of the License to provide crowdfunding platforms;
c) Report to the Executive body after fulfilling the obligation of transferring client’s assets stipulated in point b of this Clause.
5. The Executive body shall elaborate the revocation of the License to provide crowdfunding platforms and publish information thereby.
Section 2. CROWDFUNDING FOR STARTUPS
Article 55. Crowdfunding eligibility of startups at International Financial Centers;
1. A startup shall be eligible for crowdfunding in the following cases:
a) It is the holder of a Certificate issued by the Executive body in accordance with point a Clause 1 Article 18 of Resolution No. 222/2025/QH15;
b) It has a crowdfunding plan for corresponding to projects and business development plan for the next 3 years approved by the competent authority of the enterprise;
c) Crowdfunding rounds must be at least 6 months apart from the end of the latest crowdfunding round and at least 6 months apart from the end of the latest offering round;
d) Crowdfunding shall comply with the applicable laws on foreign exchanges at International Financial Centers;
dd) Each startup shall only raise a maximum of 700.000 USD within a 12-month period;
e) An startup shall only conduct crowdfunding for a project within a 12-month period on a platform licensed by the Executive body.
2. Eligibility for investors:
a) Investors participating in crowdfunding include domestic organizations as Members, foreign persons, and foreign organizations.
b) Investors must hold shares for a period of 6 months from the end of the crowdfunding round.
c) Investors are not allowed to transfer shares to non-Member Vietnamese investors.
3. Platform providers shall review investors’ eligibility to participate in crowdfunding rounds in accordance with Clause 2 of this Article.
Article 56. Applications for crowdfunding of startups at International Financial Centers;
1. An application for crowdfunding of startups at the International Financial Centers includes:
a) Written application for crowdfunding made using Form No. 01 enclosed herewith;
b) Certificate of startup issued by the Executive body;
c) Enterprise establishment license or equivalent documents;
d) Crowdfunding plan enclosed with the project, including: project information; crowdfunding purposes; amount of capital to be crowdfunded; utilization plan for the crowdfunded fund, including provisions for offsetting any expected funding shortfall to implement the project;
dd) Enterprise development plan for the next 3 years, including: enterprise operations, business plans for the next 3 years, and relevant risks.
2. Documents in paper applications specified in Clause 1 of this Article shall be originals or copies extracted from master registers or certified copies. The application shall be submitted and returned to the platform provider in person, by post or online.
Article 57. Procedures for crowdfunding of startups at International Financial Centers
1. Startups applying for crowdfunding shall submit an application to platform provider for crowdfunding.
2. During the time when the application is being processes, the platform provider may request the applicant to amend or supplement the application, provided the information is accurate, truthful, and complete, protecting rights and interests of investors.
3. During the time when the application is being processes, the applicant shall amend the application if they discover inaccurate information, missing information, or make changes to significant content that should be included in the application as prescribed by law, or if it is necessary to provide explanations on issues that may cause misunderstandings.
4. Within 10 working days from the from the date of receiving complete and valid application, the platform provider shall issue a written confirmation that the startup meets the crowdfunding conditions and publish it on the website; in case of refusal, a written explanation shall be provided.
5. Within 30 days from the disclosure of the information on crowdfunding of the startup stipulated in Clause 4 of this Article, the platform provider shall accept investment registration information from investors and receive a 10% deposit of the total registered shares into a restricted account opened at a bank or foreign bank branch that is a Member.
6. Within 1 working day from the end of share subscription and deposit placement, the platform provider shall notify the startup of the list of investors who have registered for share subscription. If the total registered capital exceeds the planned crowdfunding amount, the platform provider shall selects investors according to chronological order, based on the time of valid deposit placement.
7. Within 05 working days from the date of receiving notification from the platform provider, the investor shall transfer the remaining share subscription funds to the restricted account stipulated in Clause 5 of this Article to complete the crowdfunding round. The platform provider must not use the funds in the restricted account for the crowdfunding round in any form.
8. Within 3 working days from crowdfunding completion as stipulated in Clause 7 of this Article, the platform provider shall:
a) Send notification of list of investors who have completed their contributions to startups;
b) Request the bank to unfreeze the account receiving the crowdfunding funds and transfer the funds to the account of the startup. Upon successful transfer, the platform provider shall send the proof of transfer to the startup;
c) Send report on crowdfunding round results, including the proof of transfer, to the Executive body;
d) Discloses information on the crowdfunding round results on its website.
9. Investors receiving shares after the crowdfunding round shall become the shareholders from the record of the ownership of shares in the shareholder register (in written paper/electronic form).
Article 58. Cancellation of crowdfunding rounds
1. The platform provider shall cancel a crowdfunding round in the following cases:
a) At the end of the deadline for subscribing for shares, the subscribed capital fails to reach 80% of the capital to be crowdfunded.
b) At the end of the deadline for crowdfunding, the crowdfunded capital fails to reach 80% of the capital to be crowdfunded.
2. Within 7 working days from the date of cancelling the crowdfunding round, the platform provider shall refund the deposit to investors in the cases specified in point a Clause 1 of this Article or refunds the funds to investors in the cases specified in point b Clause 1 of this Article.
Article 59. Transfer of shares
1. Shares raised from crowdfunding of startups shall be freely transferred, except for cases where the transfer is restricted or prohibited. The transfer of shares is conducted through a contract agreed upon by the parties at the startup or through shareholder management services provided by the platform provider chosen by the startup.
2. The startup must record changes in shareholders in the shareholder register within 24 hours as requested by the relevant shareholder.
Section 3. PRIVATE PLACEMENT FOR STARTUPS
Article 60. Eligibility for private placement for startups at the International Financial Centers
1. An startup shall be eligible for private placement in the following cases:
a) It is a joint-stock company issued with a Certificate by the Executive body in accordance with point a Clause 1 Article 18 of Resolution No. 222/2025/QH15;
b) It has projects and business development plan for the next 3 years approved by the competent authority of the enterprise;
c) Private placement rounds must be at least 6 months apart from the end of the latest private placement round and at least 6 months apart from the end of the latest crowdfunding round;
d) Private placements shall comply with the applicable laws on foreign exchanges at International Financial Centers;
2. Conditions for investors:
a) Participants in the private placement include strategic investors, organizational investors as Members, and foreign institutional investors;
b) The transfer of shares from private placement is restricted for at least 3 years for strategic investors and at least 1 year for institutional investors from the completion date of the private placement, except for transfers between institutional investors or enforcement of effective judgments/decisions, arbitral awards, or inheritance. Investors are not allowed to transfer shares to non-Member Vietnamese investors.
Article 61. Approval of private placement plans of startups at the International Financial Centers
The private placement plan of startups must be approved according to its Charter (or equivalent legal document).
Article 62. Transfer of private shares
1. Private shares of startups shall be freely transferred, except for cases where the transfer is restricted or prohibited. The transfer of shares is conducted through a contract at the private placement platform or through shareholder management services provided by the platform provider chosen by the startup.
2. In the case of transfer through a contract, documents must bear signatures of the transferor and the transferee or their authorized representatives.
3. Investors receiving shares after a private placement shall become the shareholders from the recording of ownership of shares in the shareholder register (in written paper/electronic form).
4. The startup must record changes in shareholders in the shareholder register within 24 hours as requested by the relevant shareholder.
Section 4. POLICIES ON GREEN BONDS AND REGULATORY SANDBOX FOR STARTUPS AND FINTECH COMPANIES
1. Green bonds are bonds issued by the Government, local authorities, or enterprises in accordance with the laws on bonds, laws on environmental protection to raise capital for environmental protection and investment projects that provide environmental benefits.
2. The issuance, registration, custody, listing, trading, and disclosure of information about green bonds shall comply with laws on bonds and environmental protection.
3. Green bond issuers and green bond investors shall be entitled to incentives stipulated by laws on other preferential programs issued by the Executive prescribed in Clause 1 Article 25 of Resolution No. 222/2025/QH15. An investment project shall be verified to under the green taxonomy upon request of the issuer in accordance with Resolution No. 21/2025/QD-TTg on environmental criteria and verification of investment projects under the green taxonomy.
4. If green bonds are issued by the People’s Committee of Ho Chi Minh City or the People’s Committee of Da Nang City, the issuance must be report to the People’s Council for project approval.
Article 64. Green finance standards and green financial products
The Executive body shall publish international standards for green finance and green financial products issued and traded at the International Financial Centers, except for green bonds as prescribed in Article 63 of this Decree.
Article 65. Regulatory sandbox for startups and fintech companies
1. The establishment and operation of insurers applying technology and innovation shall comply with the policies for regulatory sandbox for startups and fintech companies of the Executive body.
2. The Executive body shall elaborates criteria, selection conditions, scope of application, procedures, registration, evaluation, licensing for regulatory sandbox for startups and fintech companies in accordance with Article 24 of Resolution No. 222/2025/QH15.
POLICIES FOR STRATEGIC INVESTORS, POLICIES FOR DEVELOPMENT OF TECHNICAL AND SOCIAL INFRASTRUCTURE
Article 66. Retention of revenue generated in the International Financial Center by the central government budget
1. The retention of revenue generated in the International Financial Center retained by the central government budget shall comply with Clause 2 Article 27 of Resolution No. 222/2025/QH15, including:
a) Revenues wholly retained by the central budget specified in points dd, e, g, and q Clause 1 Article 36 of Law on State Budget No. 89/2025/QH15;
b) Shared revenues specified in points a, b, c, and d Clause 2 Article 36 of Law on State Budget No. 89/2025/QH15.
2. The domestic revenue generated in the International Financial Center and retained by the central government budget shall not serve as a basis to determine the bonus for revenues in excess of those in the estimate and reinvestment in accordance with Clause 3 Article 61 of Law on State Budget No. 89/2025/QH15 and specific mechanisms of Ho Chi Minh City and Da Nang City.
Article 67. Management, use, payment of state capital, and revenue sharing mechanism in PPP projects
The management, use, payment of state capital, and revenue sharing mechanism in PPP projects in the International Financial Centers shall comply with Government’s Decree on financial management mechanism of PPP projects and settlement mechanism for projects using BT contracts.
Article 68. Investor appointment, excluding infrastructure projects applying public investment procedures
1. Investor appointment for PPP projects
a) Investor appointment for infrastructure PPP investment projects shall apply to projects stipulated in stipulated by the PPP laws and infrastructure projects in the International financial centers stipulated in Clause 8 Article 27 of Resolution No. 222/2025/QH15;
b) Procedures for investor selection shall comply with corresponding Government’s regulations on elaborating certain provisions of Law on Public – Private Partnership Investment.
2. Investor appointment for business investment projects
a) Investor appointment for business investment projects shall apply to projects stipulated by laws on bidding for selecting investors;
b) Procedures for selecting investors shall comply with corresponding Government’s regulations on elaborating certain provisions of Law on Bidding regarding the selection of investors for projects involving land use, projects which require bidding in accordance with laws on specific sectors and fields.
3. The Executive body shall determine the PPP projects and business investment projects subject to investor appointment in accordance with Clause 6 Article 27 of Resolution No. 222/2025/QH15.
Article 69. Investor selection in special cases, excluding infrastructure projects applying public investment procedures
1. Investor selection in special cases for PPP projects
a) Investor selection in special cases for infrastructure PPP investment projects shall apply to projects stipulated in stipulated by the PPP laws and infrastructure projects in the International financial centers stipulated in Clause 8 Article 27 of Resolution No. 222/2025/QH15;
b) Procedures for investor selection shall comply with corresponding Government’s regulations on elaborating certain provisions of Law on Public – Private Partnership Investment.
2. Investor selection in special cases for business investment projects
a) Investor selection in special cases for business investment projects shall apply to projects stipulated in stipulated by the laws on bidding for selecting investors and infrastructure projects using non-budgetary sources in the International financial centers stipulated in Clause 9 Article 27 of Resolution No. 222/2025/QH15;
b) Procedures for selecting investors shall comply with corresponding Government’s regulations on elaborating certain provisions of Law on Bidding regarding the selection of investors for projects involving land use, projects which require bidding in accordance with laws on specific sectors and fields.
3. The Executive body shall determine the PPP projects and business investment projects subject to investor appointment in special cases in accordance with Clause 6 Article 27 of Resolution No. 222/2025/QH15.
Article 70. Direct contracting for infrastructure projects of the International Financial Centers funded by public investment capital
1. Based on the scale, nature, and completion progress of packages and projects, the employer may apply direct contracting for infrastructure projects of the International Financial Centers funded by public investment capital in accordance with this Article or apply contractor selection in special cases in accordance with Article 71 of this Decree.
2. Infrastructure packages and projects of the International Financial Centers shall apply direct contracting in accordance with point c Clause 7 Article 27 of Resolution No. 222/2025/QH15.
3. Based on the progress of the packages, the employer shall follows standard or expedited direct contracting procedures specified in Article 79, Clause 2 and Clause 3 Article 80 of Government’s Decree No. 214/2025/ND-CP dated August 4, 2025.
Article 71. Contractor selection in special cases for infrastructure projects of the International Financial Centers funded by public investment capital
1. Infrastructure packages and projects of the International Financial Centers shall apply contractor selection in special cases in accordance with point c Clause 7 Article 27 of Resolution No. 222/2025/QH15.
2. The employer shall follow the following procedure:
a) Develop and approve the contractor selection plan;
b) Negotiate and finalize the contract with the contractor who possesses sufficient capacity and experience;
c) Approve and publish contractor selection results;
d) Sign and manage the contract implementation.
The contract must include all contents to scope, work content to be performed, performance time, and quality standards to be achieved, and contract value. The signing and management of contract implementation shall comply with Article 34 and Article 35 of Government’s Decree No. 214/2025/ND-CP dated August 4, 2025;
dd) Information disclosure regarding the contractor selection plan, contractor selection results, and other bidding information shall comply with Article 7 and Article 8 of the Bidding Law.
In cases of failure to meet the requirements for implementation of a package or project when applying procedures and regulations specified in this Clause, the employer shall approve another contractor selection procedure to select a contractor possessing sufficient capacity and experience, ensuring the progress, quality, and efficiency of the package.
Article 72. Supplementing to the List of projects eligible for credit investment
The list of investment projects in the International Financial Centers shall be added to the List of projects eligible for credit investment enclosed with Government’s Decree No. 78/2023/ND-CP dated November 7, 2023 amending and supplementing certain provisions of Government’s Decree No. 32/2017/ND-CP dated March 31, 2017.
INSPECTION, EXAMINATION, SUPERVISION IN INTERNATIONAL FINANCIAL CENTERS
Article 73. Inspection, examination, supervision
1. The Supervisory body shall supervise Members based on operational activities, financial status, risk management, and compliance with laws as stipulated in the Regulation of the International Financial Center, this Decree, and other relevant regulations.
2. The Supervisory body shall conduct inspections and examination of Members as stipulated in the Regulation of the International Financial Center, this Decree, and other relevant regulations.
Article 74. Handling of violations in International Financial Centers
1. The Supervisory body shall prevent and handle violations by Members in accordance with the Regulation of the International Financial Center, this Decree, and other relevant regulations.
2. The authority to impose penalties, administrative violations, enforcement of administrative penalties, and rectification measures for Members shall comply with the Regulation of the International Financial Center, this Decree, and other relevant regulations.
Article 75. Report and information disclosure
The Executive body shall provide guidelines for report and information disclosure for Members.
Article 76. Implementation clauses
1. This Circular comes into force from December 18, 2025.
2. Where legislative documents referenced in this Decree are replaced, amended, or supplemented, the newer documents shall apply.
Article 77. Responsibility for implementation
Ministers, heads of ministerial-level authorities, heads of Governmental authorities, the Chairperson of the People’s Committee of Ho Chi Minh City, the Chairperson of the People’s Committee of Da Nang City, relevant agencies and individuals shall implement this Decree.
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PP. MINISTER Pham Minh Chinh |
