Vietnam Crypto Exchange Licence: Decision no. 96 Requirements Explained

Key Takeaways:

• Decision No.96/QD-BTC, issued by Vietnam’s Ministry of Finance on 20 January 2026, establishes three administrative procedures that crypto-asset trading market operators must follow: applying for, amending, and revoking a licence to organise a crypto-asset trading market in Vietnam.
• Decision No. 96 establishes the licensing process, covering the application process only. The substantive eligibility requirements of capital, ownership, custody, and compliance are set by Resolution No. 05/2025/NQ-CP, Vietnam’s five-year crypto-asset pilot framework.
• The framework currently concerns enterprises seeking authorisation to organise a crypto-asset trading market. It should not automatically be described as a universal licence for every type of crypto-asset service provider.
• Applicants must be Vietnamese limited liability or joint-stock companies with at least VND 10 trillion (approximately USD 385 million) in contributed charter capital. Additional requirements cover institutional ownership (minimum 65%), foreign ownership (capped at 49%), technology, cybersecurity, and compliance controls.
• The application process begins with the submission of the prescribed documents to the relevant authorities, followed by regulatory review and a licensing decision. The State Securities Commission announced that applications would be accepted from 20 January 2026.
• Licensed operators must continue to meet ongoing requirements, including client-asset segregation, minimum capital thresholds, AML/CFT/CPF and Travel Rule obligations, cybersecurity standards, regulatory reporting, risk management and other operational controls.

Vietnam’s crypto market grew 55% year-on-year, making it the third-largest crypto market in Asia-Pacific by value received, behind India and Pakistan, according to Chainalysis’ 2025 Global Crypto Adoption Index. The country ranked fourth globally. For businesses planning to operate a crypto exchange in Vietnam, understanding the licensing framework and how Decision No. 96/QĐ-BTC fits within it is the essential starting point.

At the same time, Vietnam’s regulatory framework can be difficult to navigate because different instruments serve different purposes. Decision No. 96/QD-BTC, issued by the Ministry of Finance on 20 January 2026, sets out the administrative procedures for granting, adjusting, and revoking a licence to provide services for organising the crypto-asset trading market. Resolution No. 05/2025/NQ-CP sets out the substantive eligibility requirements and establishes Vietnam’s five-year pilot framework for crypto-asset activities.

This article explains where Decision No. 96 sits within Vietnam’s broader crypto framework, how the licensing process works, and what applicants need to have in place before they apply.

Where Decision No. 96 fits in Vietnam’s three-layer crypto regulatory framework

For a long time, digital assets in Vietnam had an unclear legal standing. The utilisation of these assets was quite prevalent, particularly in peer-to-peer transactions and remittance flows. However, no law defined digital assets or identified the authority responsible for supervising them. There was no clear licensing process for businesses and no guidance regarding investing funds for market participants.

That position has been replaced by a framework built in three distinct layers.

The legal recognition layer: The Law on Digital Technology Industry No. 71/2025/QH15, effective 1 January 2026, provides the statutory foundation, i.e., definitions, formal recognition of digital assets, and the general principles of state management that apply to them. It licenses no one. It establishes digital assets as a recognised category in Vietnamese law and allocates supervisory responsibility.

The pilot authorisation layer: Resolution No. 05/2025/NQ-CP, effective 9 September 2025, establishes a five-year pilot covering the offering, issuance, trading, custody, and related crypto-asset services. It sets out the main requirements for who can participate, the conditions they must meet, and their ongoing responsibilities.

The procedural layer: Decision No. 96/QĐ-BTC, issued on 20 January 2026, sets out how businesses can apply for the relevant licence, including required documents, the application process, and the responsible authority.

Vietnam’s move toward a formal crypto framework has been driven by several factors, including growing domestic crypto adoption, international anti-money-laundering expectations, the need for greater oversight of cross-border digital asset flows, and the potential to bring crypto-related activity into the formal tax system.

What is Decision No. 96?

Decision No. 96/QD-BTC, dated 20 January 2026 is an administrative instrument issued by Vietnam’s Ministry of Finance. It makes the pilot framework operable by publishing the procedures through which market participants obtain and maintain authorisation.

It establishes the administrative procedures for licensing operators of crypto-asset trading markets, including required documentation, the submission pathway, and the process for amendment and revocation.

On the flip side, it creates a general legal framework for crypto activity in Vietnam, determining what is lawful or unlawful and setting the qualifying bar. An applicant reading only Decision No. 96 will not learn what capital it needs or what security standards it must meet.

Decision No. 96 focuses on the administrative process for obtaining, amending and revoking authorisation. It does not, by itself, set out the substantive requirements for operating a crypto-asset business. Applicants must also look to the broader pilot framework under Resolution No. 05/2025/NQ-CP for requirements covering areas such as capital, ownership, security and custody.

The instrument also clarifies an institutional split applicants need to understand. The State Securities Commission receives and processes applications; the Ministry of Finance grants the licence. An applicant therefore engages with the SSC throughout the review, while the ministry issues approval.

The three procedures introduced by Decision No. 96

Decision No. 96 sets out three procedures covering the full lifecycle of a licence.

Granting a licence to organise a crypto-asset trading market

This is the initial authorisation an eligible entity requires to establish and operate a crypto-asset trading market in Vietnam. The procedure identifies who may apply, what the licence covers, and the required documentation and submission steps.

The applicant is the entity that will organise and operate the trading market, so the licence attaches to the operating company rather than to individual services it offers. Eligibility is determined by the pilot framework’s conditions, which is why preparation almost always begins before an application is drafted.

Amending an existing licence

A licence is granted based on a specific approved scope and set of circumstances. When those change materially, the operator must return to the regulator rather than proceed on the existing authorisation.

Triggers typically include changes to the approved scope of activities, changes in ownership or shareholding structure, changes to corporate particulars, and material changes to the operational or technical arrangements on which approval was based. Once a complete amendment request is submitted, the Ministry of Finance processes it within 7 working days.

Revoking a licence

The third procedure covers withdrawal of an existing licence where the applicable legal or regulatory grounds are met. Grounds generally include failure to maintain the conditions on which the licence was granted, serious or persistent breach of obligations, and cessation of the licensed activity.

Revocation means loss of authorisation to operate the trading market. The operator is then responsible for an orderly wind-down, including managing client positions and returning client assets. This is why custody architecture and client-asset segregation are important ongoing operational safeguards, not just requirements considered during the licence application. Where revocation is initiated at the operator’s own request, the Ministry of Finance responds within 5 working days.

The State Securities Commission of Vietnam began accepting applications under these procedures on 20 January 2026.

Where the licensing requirements actually come from

Decision No. 96 tells an applicant how to apply. Resolution No. 05/2025/NQ-CP establishes what the applicant must qualify for. These are two different procedures.

Separating the two is the most useful thing a market-entry team can do when planning a Vietnam application, because the work that consumes time and budget sits almost entirely on the pilot side.

Understanding the distinction between Decision No. 96 and Resolution No. 05 is essential for market-entry planning, because the substantive requirements of capital, corporate structure, custody, and compliance come from the pilot framework, not from the administrative licensing decision.

Operators entering the pilot should expect to demonstrate:

• Charter and paid-up capital: Applicants must have at least VND 10 trillion (approximately US$385 million) in contributed charter capital, and the capital must be contributed in Vietnamese dong.
• Corporate form and foreign-ownership limits: Applicants must be Vietnamese enterprises established as either limited liability companies or joint-stock companies. Institutional shareholders or members must contribute at least 65% of the company’s charter capital. At least two eligible organisations, including commercial banks, securities companies, fund management companies, insurers or technology enterprises, must together contribute more than 35% of charter capital. Total foreign ownership cannot exceed 49% of the company’s charter capital.
• Custody and segregation of client assets: Clients’ assets are kept apart from the operator’s own property and not used for proprietary purposes.
• Security and technology standards: Management of vital aspects, operational strength, business-continuity procedures, and independent control over technical processes.

Technology and cybersecurity requirements covering critical information infrastructure protection, operational resilience, business continuity planning, and independent control over technical systems.

• Compliance with AML and KYC: Verified identity of clients, sanctions-checking and risk evaluation of clients, keeping records, as well as reports on suspicious activities in accordance with Vietnamese AML.
• Travel Rule application and monitoring: Sending and maintaining reports about money transfer initiator and receiver for the eligible transactions, as well as continuous monitoring of transactions.

Compliance with Vietnam’s Travel Rule obligations, including the transmission of originator and beneficiary information when carrying out qualifying virtual asset transfers, together with continuous transaction monitoring and auditable records.

• Governance, reporting, and capital maintenance: Fit-and-proper standards for key personnel, internal approval controls, periodic reporting, and continuing capital maintenance.

How the licensing application process works

Preparing and submitting the application to the SSC

• The applicant prepares the required licensing dossier based on Decision No. 96 and the substantive conditions in Resolution No. 05/2025/NQ-CP.
• The applicant submits the application to the State Securities Commission (SSC), which acts as the receiving and processing body.
• The dossier should demonstrate that the applicant already meets the applicable requirements, including corporate structure, capital, personnel, technology, security, custody, risk management and compliance requirements.

Review stages and decision

• The SSC receives and checks the application. For the initial set of documents, the Ministry of Finance (MoF) has up to 20 days after receiving a complete and valid dossier to issue a document allowing the applicant to proceed.
• The applicant then has up to 12 months to submit the remaining required documents.
• Once the MoF receives the complete dossier, it coordinates with the Ministry of Public Security and the State Bank of Vietnam. It has 30 days to review the application and issue or refuse the licence.

Documentation checklist

• Application form
• Enterprise registration and company charter
• Shareholder/member and ownership information
• Evidence of contributed charter capital
• Audited financial statements and relevant capital-contribution evidence
• Facilities and infrastructure documentation
• Personnel information and employment documentation
• Required internal procedures and policies
• Technology and information-system security documentation
• Custody and client-asset management procedures
• Risk management, AML/CFT/CPF and internal-control procedures
• Transaction monitoring and other operational procedures required under the pilot framework

The application dossier must demonstrate both the applicant’s corporate eligibility and its ability to operate the licensed crypto-asset services securely and in compliance with the pilot framework.

Expected timeline and fees

This should be a simple timeline, rather than repeating the whole review process:

The 12-month period is not a 12-month review period. It is the maximum period the applicant has to submit the remaining documents after being allowed to proceed. 

¹ The 12-month period is the window for the applicant to submit the remaining documents, not a regulatory review period.

What happens after approval

• Once the licence is granted, the operator can conduct the licensed activity under the scope of the licence.
• The operator must publish the required information, including its official service commencement date, within 7 working days.
• It must commence operations within 30 days of receiving the licence, subject to the applicable force-majeure provision.
• After commencement, the operator becomes subject to the pilot framework’s ongoing obligations, including client-asset segregation, transaction monitoring, AML/CFT/CPF, information security, reporting and record-keeping.

How Vietnam’s Three Regulatory Layers Govern Crypto Exchange Operators 

Ongoing obligations after licensing

Authorisation under the pilot is conditional and continuing. The obligations that follow a grant fall into several categories.

• Reporting and audit: Periodic reporting on operations, client assets, and financial position, supported by independent audit.
• Incident reporting: Prompt notification of security incidents, operational failures, and events affecting client assets, within the framework’s specified timeframes.
• Capital maintenance: The capital threshold is a continuing condition, not a one-time entry test. Falling below it is a compliance event.
• Amendment and revocation triggers: Material changes to scope, ownership, or operating arrangements require amendment. Persistent breach or failure to maintain licence conditions exposes the operator to revocation.
• Continuous compliance and transaction monitoring: Screening, Travel Rule information transfer, and transaction monitoring run continuously and must produce auditable records on demand.

How to prepare for a Vietnam crypto exchange licence

Establish a local entity and confirm eligibility: Set up the required corporate structure in Vietnam and verify that the entity type and ownership structure fit the pilot’s eligibility rules before committing resources.

Meet the capital and ownership requirements: Confirm the charter-capital threshold and any foreign-ownership cap against the pilot framework, and ensure the funding and shareholding structure can satisfy them from day one.

Build compliant custody and key-management architecture: Establish institutional-grade custody with client-asset segregation and secure key management, using MPC or HSM-backed approaches. Regulators assess this as part of the licensing review, and building it post-application creates timeline risk.

Stand up the compliance stack: Put AML, KYC, Travel Rule and transaction-monitoring capabilities in place, ideally through proven integrations rather than internal builds.

Acquire the expected security certifications: Prepare for the certification and audit bar, for example, ISO 27001, ISO 27701, and SOC 2 Type II, that regulated operators are typically asked to demonstrate.

Prepare SSC documentation: Assemble the application pack before the review window, mapping each pilot condition to the specific document that evidences it.

How Liminal supports enterprise crypto exchange infrastructure

Liminal provides institutional wallet and custody infrastructure for regulated exchanges, fintechs, banks, and digital asset businesses entering markets such as Vietnam. The platform is built around MPC-based key management and policy-driven governance, and is certified to ISO 27001, ISO 27701, and SOC 2 Type II.

It is designed to help operators meet licensing conditions and scale digital asset operations while maintaining operational resilience:

• Institutional MPC wallet and key-management architecture
• Policy-driven transaction governance through Firewall
• Client-asset segregation and multi-chain wallet operations
• AML, Travel Rule, and screening integrations with TRM Labs and Notabene
• APIs and enterprise integrations for exchange and treasury systems.
• Custody and client-asset segregation: Institutional MPC wallet architecture with client-asset segregation, meeting the pilot’s custody and key-management requirements.
• Transaction governance: Policy-driven transaction controls through Firewall, supporting internal control and AML obligations.
• Travel Rule and AML compliance: Integrated Travel Rule and screening capabilities via TRM Labs and Notabene.
• Multi-chain and exchange operations: Multi-chain wallet infrastructure and APIs for exchange and treasury system integration.
• Regulatory certifications: ISO 27001, ISO 27701, and SOC 2 Type II, aligned with the security standards required under the pilot framework.

What Decision No. 96 means for crypto exchange operators in Vietnam

Decision No. 96/QĐ-BTC gives businesses a defined administrative route for applying for a licence to organise the crypto-asset trading market in Vietnam. However, obtaining the licence depends on meeting the substantive conditions set out in the broader pilot framework in Resolution No. 05/2025/NQ-CP.

Prospective operators need to do more than complete an application form. Before operating under the pilot, they must show that they meet the required corporate, capital, ownership, staffing, technology, security, custody, risk-management, and AML/CFT/CPF requirements. This includes VND 10 trillion in contributed charter capital and the required institutional participation.

Getting a licence is only the start. Licensed providers must continue to protect client assets, maintain information security, monitor transactions, meet AML/CFT/CPF obligations, keep records, and comply with reporting and other ongoing requirements throughout the pilot.

For businesses entering Vietnam, the distinction is simple: Decision No. 96 sets out the licensing process, while Resolution No. 05 sets out the operating requirements. A business must meet both before it is ready to enter the market.