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THE GOVERNMENT OF VIETNAM |
THE SOCIALIST REPUBLIC OF VIETNAM |
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No. 330/2025/ND-CP |
Hanoi, December 18, 2025 |
ON ESTABLISHMENT AND OPERATION OF COMMODITY EXCHANGES IN THE INTERNATIONAL FINANCIAL CENTERS IN VIETNAM
Pursuant to Law on Government Organization No. 63/2025/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. 20/2025/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 Enterprises No. 59/2020/QH14, as amended and supplemented by Law No. 03/2022/QH15 and Law No. 76/2025/QH15;
Pursuant to Law on Commerce No.36/2005/QH11, as amended and supplemented by Law No. 05/2017/QH14, Law No.44/2019/QH14, and Law No. 75/2025/QH15;
Pursuant to Law on Electronic Transactions No. 20/2023/QH15, as amended and supplemented by Law No. 60/2024/QH15;
Pursuant to Cybersecurity Law No. 24/2018/QH14;
Pursuant to Law on Foreign Trade Management No. 05/2017/QH14;
Pursuant to Resolution No. 222/2025/QH15 of the National Assembly of Vietnam on International Financial Centers in Vietnam;
At the request of Minister of Industry and Trade;
The Government of Vietnam hereby issues a Decree on establishment and operation of the commodity exchanges in the International Financial Centers in Vietnam.
This Decree elaborates and provides guidelines to implement Articles 10, 11, 12, 13, 15, and 31 of Resolution No. 222/2025/QH15 of National Assembly of Vietnam on International Financial Centers on establishment and operation of the commodity exchange in the International Financial Centers in Vietnam.
This Decree applies to Mercantile Exchanges, investors, traders, other agencies, organizations, and individuals relevant to the operations of International Financial Centers in Vietnam (hereinafter referred to as “International Financial Centers”).
Article 3. Interpretation of terms
For the purposes of this Decree, the terms below shall be construed as follows:
1. Mercantile Exchange refers to an organization that lists and trades commodities, commodity derivatives, including spot commodity contracts, derivative commodity contracts through order matching, auction, negotiation, or other legal methods.
2. Exchange refers to the trading system of the Mercantile Exchange, including the trading venue and digital platform (trading platform) to conduct transactions of spot commodity contracts and derivative commodity contracts.
3. Trading platform refers to the a technological system, including technical infrastructure, software, databases, and digital applications for trading, management, and confirmation of transactions of commodities, transactions, services or assets in electronic or digital form, ensuring the integrity, traceability, and authentication as per laws.
4. Spot commodity contract refers to a contract for trading commodities on the Mercantile Exchange, where the price is determined at the time of contract conclusion, and delivery and payment are made immediately or within a short period as prescribed by the Mercantile Exchange.
5. Derivative commodity contracts refer to contracts which are listed and on trading exchanges/platforms of the Mercantile Exchange, including futures contracts, options contracts, swap contracts, Contracts for differences, and other derivative contracts.
6. Futures contract refers to a fixed-term contract which is standardized, listed, and traded on the Mercantile Exchange, where the parties commit to buying or selling a certain quantity of commodities at a specified time in the future at an agreed-upon price at the time of contract conclusion.
7. Options contract refers to a contract listed and traded through the Mercantile Exchange, where the buyer has the right (but does not has the obligation) to buy or sell a certain quantity of commodities at an agreed-upon price (exercise price) within a specified period or at a specific time in the future; the seller has the obligation to execute the transaction when the buyer exercises the right.
8. Swap contract refers to a contract listed and traded through the Mercantile Exchange, where the parties commit to swap cash flows, payment obligations, or other economic benefits related to commodities within a specified period, at a price, formula, or agreed-upon calculation method.
9. Contract for difference (CFD) refers to a derivative contract between parties, where the contract is settled by paying the difference between the commodity prices at the time of opening/closing of trading positions.
10. Opening of trading position means establishing a new trading state by executing a buy or sell order of a commodity contract.
11. Closing of trading position means executing a transaction that is the opposite of an open position to close or reduce the volume of buy or sell in the open position.
ESTABLISHMENT AND OPERATION OF THE INTERNATIONAL FINANCIAL CENTERS
Article 4. Establishment and operation of the International Financial Centers
An enterprise shall be eligible to establish a Mercantile Exchange if:
1. It is a member of the International Financial Center; or it is under the management of a member of the International Financial Center, with a capital contribution of at least 49% of the charter capital.
2. In the case of a foreign-invested enterprise, the total capital contribution ratio of foreign investors must not exceed 49%.
3. It has the charter capital of at least 1,500 billion VND.
4. It has an organizational model, structure, and functions of a Mercantile Exchange.
5. It drafts an operational charter in accordance with the Government’s regulations on commodity exchange through the Mercantile Exchange and this Decree.
6. It has an information technology system that meets the requirements for safe, stable, and secure management and operation, including:
a) An electronic trading platform ensuring stable and secure operations, with the ability to process and store transaction data, amend orders, cancel orders, and match orders in real-time.
b) A margin and clearing management system ensuring accurate and timely control of margin, clearing, and risk management in transactions.
c) A transaction monitoring system for tracking, detecting, alerting, and storing data to serve the management and monitoring of commodity exchange;
d) Requirements for information security and backup in compliance with technical standards, cybersecurity, and system recovery capabilities upon incidents;
dd) Connection between members and regulatory bodies, ensuring openness, safety, synchronization, and provision of accurate and transparent data.
Executive bodies in cities shall elaborate Clause 6 of this Article.
Article 5. Application for establishment of Mercantile Exchange
1. The application for establishment of a Mercantile Exchange shall be made using Form No. 01.GDN in Appendix I of this Decree.
2. Proposal on the model, structure, and functions of the Mercantile Exchange.
3. Draft operational regulations.
4. Written description of the information technology system, including the trading platform in compliance with the Government’s regulations on commodity exchange through the Mercantile Exchange.
Article 6. Issuance of license for establishment of Mercantile Exchange
1. Executive bodies in cities shall appraise the conditions and applications for establishment of the Mercantile Exchange.
2. Procedures for issuing a license for establishment of a Mercantile Exchange
a) Enterprises shall submit 01 application to the Executive body in person, by post, or via the single-window administrative system at the International Financial Center;
b) If the application is not satisfactory, within 7 working days from the date of receiving, the Executive body shall request the enterprise to amend or supplement in writing;
c) Within 30 working days from the date of receiving a satisfactory application, the Executive body shall consider issuing the license for establishment of a Mercantile Exchange in accordance with Article 4 of this Decree. In case of refusal, a written explanation shall be provided.
Article 7. License for establishment of Mercantile Exchange
The content of the License for establishment of a Mercantile Exchange (hereinafter referred to as “Establishment License”) shall comply with Form No. 01.GP in Appendix II attached hereto.
Article 8. Amendments and supplements to Establishment License
1. In case of any changes to the content of the Establishment License, the enterprise shall submit 01 application for amendments or supplements to the Establishment License to the Executive body of the city in person, by post, or via the single-window administrative system at the International Financial Center;
2. The application for amendments or supplements to the Establishment License includes:
a) A written request for amendments or supplements to the Establishment License made using Form No. 02.GDN in Appendix I attached hereto;
b) Documents proving amendments or supplements.
3. Within 15 working days from the date of receiving the satisfactory application as prescribed in Clause 2 of this Article, the Executive body of the city shall decide amending or supplementing the Establishment License. In case of refusal, a written explanation shall be provided.
Article 9. Re-issuance of Establishment License
1. In the case where the Establishment License is lost, torn, or damaged, the procedures for reissuing are as follows:
a) Enterprises shall submit 01 application for reissuing the Establishment License to the Executive body in person, by post, or via the single-window administrative system at the International Financial Center;
b) The application for reissuing the Establishment License shall be includes a written request made using Form No. 03.GDN in Appendix I attached hereto;
c) Within 07 working days from the date of receiving the satisfactory application, the Executive body of the city shall decide reissuing the Establishment License.
2. In case of any errors or discrepancies in the Establishment License, the Executive body of the city shall revoke and reissue the Establishment License.
Article 10. Suspension of operations and revocation of Establishment License
Executive bodies of cities shall suspend operations and revoke the Establishment License in the cases stipulated by the Government’s regulations on commodity exchange through the Mercantile Exchange.
Article 11. Management measures in emergency cases
1. In case there are any risks of market instability in commodity exchange, affecting economic and financial security, public order, social safety, or serious violations against laws on exchange operations of the Mercantile Exchange in the International Financial Center, the Ministry of Industry and Trade may apply one or multiple of the following measures in emergency cases: Suspend or restrict trading operation on the Mercantile Exchange’s system, apply special control over the information technology system; publish emergency information on market and potential risks; restrict or suspend violators from accessing the system to ensure technical safety, transparency, and market stability.
2. In case of applying the measures as prescribed in Clause 1 of this Article, the Ministry of Industry and Trade shall publish the reasons, scope of application, effective period, and guidelines for implementation for relevant organizations and individuals.
Article 12. Commodities permitted to be traded through Mercantile Exchange
Commodities permitted to be traded through Mercantile Exchanges in accordance with Article 13 of Resolution No. 222/2025/QH15 include, but are not limited to agricultural products, energy products, industrial raw materials, metals (including precious metals except gold), carbon credits, cultural and artistic products that are non-fungible token (NFT).
1. A clearing center refers to an organization that provides clearing services for commodity exchange transactions through the Mercantile Exchange in the International Financial Center.
2. A clearing center is organized as a subsidiary of the Mercantile Exchange, which must have the charter capital of at least 500 billion VND and an information technology system in compliance with the Exchange’s technology system.
3. An organization shall be appraised and recognized as a qualified clearing center if:
a) The Excutive body of the city appraises and approves the application for approval of the clearing center;
b) Each subsidiary of the Mercantile Exchange shall submit 01 application to the Excutive body of the city in person, by post, or via the single-window administrative system at the International Financial Center to be recognized as a clearing center;
c) The application for approval includes: a written request for approval of the clearing center made using Form No. 04.GDN in Appendix I attached hereto; documents proving compliance with the conditions to organize the clearing center as prescribed in this Decree;
d) Within 30 working days from the date of receiving a satisfactory application, the Executive body shall appraise and decide approving the organization as a qualified clearing center. In case of disapproval, a written explanation shall be provided.
4. A clearing center may provide clearing services for one or multiple Mercantile Exchanges.
5. A clearing center shall:
a) Manage the margins of members and conducting position calculations and clearing after transactions;
b) Apply risk management measures, including: margin calls, guarantee funds, and handling of settlement fails of members;
c) Establish mechanisms for monitoring, prevention, response, and system failure recovery within the specified time limits;
d) Timely publish the clearing, payment, risk management rules;
dd) Provide comprehensive information to members, regulatory bodies, and relevant organizations as required;
e) Send periodic and ad-hoc reports on clearing and risk management to regulatory bodies;
g) Comply with anti-money laundering and anti-terrorism financing regulations;
h) Other responsibilities as stipulated by law and decisions of the competent authorities
6. The clearing center may charge service fees based on agreements with the Mercantile Exchange.
Article 14. Responsibilities of Mercantile Exchange
1. Maintain the conditions for establishment and comply with the Government’s regulations on commodity exchange through the Mercantile Exchange.
2. Operate the exchange platform in compliance with the operational regulations, ensuring fair competition; comply with international norms in trading, payment, information disclosure, and risk management.
3. Ensure the safety, continuity, and resilience of the information technology infrastructure, trading systems, payment systems, and clearing operations; anticipate and prevent contingency risks;
4. List commodities and commodity contracts, ensuring compliance with the origin, quality, and contract standards of the commodities.
5. Monitor transactions to detect and prevent violations such as price manipulation, fraud, money laundering, and other prohibited acts; apply mechanisms of early warning, position limits, and trading restrictions to ensure market safety.
6. Approve and terminate the membership status of the Mercantile Exchange in accordance with the Government’s regulations on commodity exchange through the Mercantile Exchange; inspect members’ compliance with obligations; handle violations within authority or request competent authority to handle.
7. Provide training, knowledge dissemination, and guidance to members and investors to improve knowledge and compliance with laws.
8. Ensure and establish connections with information technology systems of regulatory bodies to transmit transaction data for state management purposes.
9. Cooperate with the Supervisory body of the International Financial Center (hereinafter referred to as “Supervisory body” in monitoring, prevention, and handling of violations.
10. Report activities and data connectivity as guided by the Excutive bodies in cities.
11. Implement the provisions of this Decree and legislative documents guiding Resolution No. 222/2025/QH15.
12. Implement anti-money laundering, anti-terrorism financing, and anti-proliferation financing measures for mass destruction weapons as reported by financial organizations according to the laws at the International Financial Center.
Article 15. Members of Mercantile Exchange
1. Members of the Mercantile Exchange are enterprises that meet the conditions specified by the Mercantile Exchange and have their membership status approved by the Mercantile Exchange.
2. Members of the Mercantile Exchange shall adhere to the Government’s regulations on commodity exchange through the Mercantile Exchange and the operational regulations of the Mercantile Exchange.
Article 16. Rights and responsibilities of traders
1. Members of the International Financial Center, foreign individuals and traders that are not business members of the Mercantile Exchange are allowed to entrust business members to conduct commodity exchange through the Mercantile Exchange.
2. Traders on the Mercantile Exchange must comply with the Government’s regulations on commodity exchange through the Mercantile Exchange and the operational regulations of the Mercantile Exchange.
3. In the case of executing contracts involving the delivery of commodities subject to conditional businesses, traders must meet the business conditions stipulated by laws.
EXPORT AND IMPORT FOR EXECUTING COMMODITY EXCHANGE CONTRACTS THROUGH THE MERCANTILE EXCHANGE
Article 17. Exported/imported commodities for executing commodity exchange contracts through the Mercantile Exchange
The execution of exchange contracts on the Mercantile Exchange involving the delivery of commodities shall receive incentives according to the Decree on financial policies within the International Financial Center.
Article 18. Eligibility for incentives
1. Possess documents proving that the commodities comply with Article 17 of this Decree.
2. Incentive policies on import tax, export tax, and other incentives policies on customs procedures shall comply with this Decree on financial policies within the International Financial Center.
3. Commodities subject to specialized inspections (food safety, health, environment, agriculture, science and technology, defense, security) shall comply with the regulations and procedures for inspection, supervision, and authority of the corresponding managing authority.
Article 19. Responsibilities of the Ministry of Industry and Trade
1. Cooperate with supervisory bodies to inspect the operations of Mercantile Exchanges and commodity exchange through Mercantile Exchanges.
2. Cooperate with other relevant agencies to implement regulations on incentives, handle violations against export-import and commodity exchange regulations in this Decree.
Article 20. Responsibilities of Execution bodies of cities
1. Organize the appraisal of applications for the establishment of Mercantile Exchange of members of the International Financial Center.
2. Issue, reissue, suspend, and revoke the Establishment License.
3. Approve the list of commodities manufactured in Vietnam permitted to be exchanged based on the proposal of the Mercantile Exchange and in compliance with laws.
4. Approve the list of contracts of Mercantile Exchanges for linked transactions.
5. Consider deciding the supplementation, modification, suspension, or termination of transactions for each specific commodity to ensure market stability, economic security, and national interests.
6. Appraise approve organizations eligible to be clearing centers.
7. Develop and operate a real-time data connectivity system to ensure the transmission of all transaction data to the Ministry of Industry and Trade and relevant regulatory bodies for monitoring, management, and market analysis.
Article 21. Responsibilities of the supervisory bodies
1. Issue mechanisms for inspecting and monitoring commodity exchange in accordance with Resolution 222/2025/QH15 and relevant laws. The inspection and monitoring mechanisms include controlling activities such as listing, issuance, transfer, and trading of commodity derivative contracts according to international practices.
2. Conduct periodic inspections based on risk control criteria for commodity exchange at the Mercantile Exchange.
3. Conduct ad-hoc inspections when there are signs of violations against regulations on market transparency, market manipulation, money laundering or non-compliance with exchange regulations.
4. Propose and request competent authorities to apply measures for handling violations.
5. Supervise the operations of the Mercantile Exchange and commodity exchange activities through the Mercantile Exchange within the International Financial Center.
Article 22. Responsibilities of other regulatory bodies
1. Ministries, ministerial-level authorities, and Governmental authorities shall, within their jurisdiction, be responsible for promulgating, guiding, and implementing policies and laws to apply incentives for the operations of the International Financial Center and commodity exchange activities through the Mercantile Exchange; cooperate with Execution bodies in cities and supervisory bodies to manage and handle violations.
2. The People’s Committees of Ho Chi Minh City and Da Nang City shall ensure technical infrastructure, warehouses, logistics services, security, and order to serve import-export activities and commodity exchange through the Mercantile Exchange; cooperate with regulatory bodies and relevant agencies to manage, supervise, and handle issues arising within the city.
1. This Circular comes into force from December 18, 2025.
2. Where legislative documents referenced in this Decree are replaced, amended, or supplemented, the replaced, amended, or supplemented documents shall apply.
Article 24. 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, organizations, and individuals shall comply with this Decree.
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PP. MINISTER Pham Minh Chinh |
