Vietnam’s international financial centres take shape: Allen & Gledhill

12 December 2025

Vietnam’s National Assembly has enacted Resolution 222/2025/QH15 (“Resolution”), effective 1 September 2025, establishing the statutory framework for international financial centres (“IFCs”).

Two draft decrees have been issued for consultation as part of the implementation of the Resolution, with a total of eight decrees expected in due course. On 13 August 2025, the Ministry of Finance issued a draft Decree on IFC establishment and governance for public comment (“MOF draft Decree”) and the Ministry of Industry and Trade issued a draft Decree relating to import-export and distribution within IFCs and the set-up and operation of a dedicated mercantile/commodity exchange (“MOIT draft Decree”).

Read together, the Resolution and its draft implementing decrees outline Vietnam’s intended IFC model which we discuss below.

Overview

The Resolution came into effect on 1 September 2025, providing the statutory framework for establishing, operating, managing, and supervising IFCs in Vietnam, and setting out mechanisms and policies available within those centres.

The Resolution applies to IFC members, investors, and all agencies, organisations, and individuals related to IFC operations established under the Resolution.

IFCs are defined as geographically bounded areas established by the Government. The Resolution identifies Ho Chi Minh City and Da Nang as IFC locations, concentrating a diverse ecosystem of financial and supporting services under the special mechanisms/policies set out in the Resolution. Specific geographic boundaries of each IFC will be determined by their respective People’s Committees in accordance with planning law.

Both IFCs are expected to commence operations by the end of December 2025.

Management

Article 4 of the Resolution directs that the two IFCs be developed on unified foundations for governance and supervision, with distinct product orientations for each city, aiming at positioning Vietnam’s centres among leading regional hubs. It also emphasises green finance, international connectivity to major markets and centres, high-quality human capital, and the need to balance development with public interest and national security safeguards. The MOF draft Decree translates these directions into founding principles, including transparency, adherence to international anti-money laundering and counter terrorist financing standards, digital-first administration through a single electronic interface, and calibrated decentralisation to local IFC authorities under central guidance.

Operating orientation of each IFC

Consistent with the Resolution’s requirement that establishing decrees specify objectives and priority sectors, the MOF draft Decree sets an initial operating orientation for both centres. The draft Decree frames the Da Nang IFC as an ecosystem designed to attract global investors, developers, start-ups, and specialist talent in support of its innovation and green finance focus, whereas the Ho Chi Minh City IFC is described primarily in terms of market infrastructure and activities, including a commodities market and exchange. The table below provides more details.

IFC

Proposed focus

Details

Ho Chi Minh City IFC

Promote the concentrated participation of financial capital, technology, and human resources of organisations, financial institutions, banks, and large investment funds, in order to become an IFC that:

· provides specialised financial services; and

· exploits the synergistic and mutual effects of various financial services and support services such as capital mobilisation, investment, savings, payment, and issuance of financial products.

· Capital-market services (asset and fund management, insurance, financial derivatives);

· Banking and money-market products;

· FinTech sandboxing;

· Specialised trading venues, platforms;

· Commodities market and exchange linked to domestic and international physical markets; and

· Related logistics.

Da Nang IFC

· Focus on innovation, applying strategic technologies such as artificial intelligence, cloud computing, quantum, big data, and blockchain to create competitive advantages; and

· Focus on attracting large investors and developers, startups, technology experts and global thinkers to live, work, and create value in Da Nang thanks to a friendly living and working environment, with its own identity, high-quality services, security, safety, and transparent governance.

· Developing:

(a) green finance and trade finance serving small and medium enterprises, innovative enterprises, and offshore financial services;

(b) cross-border trade activities associated with Free Trade Zones (“FTZs”), high-tech zones, open economic zones, industrial zones; and

· Promoting:

(a) the establishment of new trading floors and trading platforms; and

(b) the development of startups by providing financial solutions for consumption, tourism, trade, logistics and associated services in FTZs.

· Attracting investment funds, remittance funds, small and medium-sized fund management companies.

· Providing support activities, consulting, and development of related legal services.

Establishment of exchange and trading platforms

Exchanges and trading platforms established within the IFC can operate in the following areas:

· Commodity and commodity derivatives trading	· Trading of precious metals
· Carbon credit trading	· Green financial product trading
· Trading of cultural and artistic products	· Other new trading transactions and platform types based on development needs

The MOIT draft Decree proposes a dedicated mercantile/commodity exchange inside the IFCs, with exchanges to follow IOSCO principles for transparency, market integrity, investor protection, and connectivity with overseas exchanges. The draft Decree notes that members of the IFCs are able to establish trading floors and platforms provided they meet conditions relating to charter capital, human resources, and technology infrastructure. They must also be licensed to do so.

The draft also proposes five other exchange types relating to a variety of sectors, including carbon credits and rare metals.

Land use and infrastructure planning

The MOF draft Decree requires Ho Chi Minh City and Da Nang to reserve land for IFC development and permits the local IFC operating authority to propose to its People’s Committee land use purposes and functional zones, including premises for members and strategic investors, conference and commercial facilities, technology areas and housing, subject to approval and consistency with approved regional and city plans. It also sets conditions for any future adjustment of an IFC, including completion of infrastructure under approved plans and minimum occupancy thresholds for registered investors.

IFC investment projects in priority development sectors or occupations or that are large-scale are allocated land or leased land for a maximum term of 70 years. For projects in other sectors, the maximum land use term is 50 years. The Resolution provides that this term can be extended upon expiry. In addition, enterprises with foreign investment capital are allowed to mortgage land use rights for allocated or leased land with one-time land rental payment and assets attached to land at foreign credit institutions to borrow investment capital.

Membership of IFCs

A member of the IFC is an entity that is registered or recognised as a member or one that has been granted a licence to establish and operate and includes:

commercial banks, foreign bank branches, securities companies, insurance enterprises, and reinsurance enterprises;
investment funds and asset management enterprises;
market infrastructure organisations;
FinTech and digital asset organisations;
organisations providing consulting and support services;
non-financial organisations; and
other entities as prescribed by the Government.

Members’ key rights include the following:

Ability to establish capital management companies (holding companies) to mobilise capital from abroad and manage investment, except where the member is a commercial bank;
Ability to mobilise capital from organisations and individuals outside Vietnam;
Debts to organisations and individuals outside Vietnam are not included in the country’s foreign debt in the management and supervision of foreign debt safety indicators;
Able to freely conduct investment and business activities with individuals and organisations outside Vietnam, non-residents, and with non-members in accordance with their licences;
For financial and banking enterprises newly established in the IFC, the required Licence for Establishment and Operation within the IFC (“Licence”), discussed further below, will also serve as their membership registration certificate; and
Ability to choose to follow International Accounting Standards (“IAS/IFRS”) or accounting principles from various countries, bypassing Vietnamese standards.

The Resolution also sets out rights of foreign investors in relation to operating in the IFCs. Specifically, foreign investors in the IFCs can wholly or partially own shares in members and establish companies without needing an investment project or formal registration. However, once established, the organisations implementing the investment project must carry out investment procedures in accordance with the provisions of the law on investment.

Foreign investors, with the exception of those in the banking sector, are also exempt from registration procedures relating to capital contributions or share purchases, and need only notify changes to business registration.

In order to register as an IFC member, an entity must meet specific criteria - including financial capacity, reputation, and alignment with the IFC’s development objectives as required by the Resolution and its implementing Decrees issued by the Government.

The Resolution also and establishes a fast-track recognition mechanism for large or strategic institutions. Accordingly, qualifying Fortune Global 500 entities and the top 10 domestic financial institutions (by charter capital) may request recognition without registration, except those operating in the banking, securities, or insurance sectors.

Recognition as a member does not replace sectoral licences which is also addressed in the Resolution as set out below.

Banking sector

Members engaging in banking activities must obtain a Licence from the State Bank of Vietnam to operate in the form of a one-member limited liability bank or a foreign bank branch and conduct one or more permitted banking activities at the IFC.

Banks which are 100% foreign-owned and foreign bank branches may apply the accounting policies and standards of their parent banks, including IAS/IFRS unless the parent does not adopt those standards; in which case Vietnamese accounting and prudential standards will apply. Domestically owned banks must comply with Vietnamese accounting, provisioning, and risk-management requirements.

Securities sector

Investors operating in the securities sector must establish a limited liability company under a Licence issued by the State Securities Commission. These entities may only provide services at international and foreign financial centres. The licencing, scope, and operational requirements are to be detailed in Government regulations.

Insurance sector

Investors in the insurance sector must likewise establish a limited liability company under a Licence issued by the Ministry of Finance. The licencing process, permitted scope of activities, and operational conditions will also be governed by implementing Government regulations.

Tax incentives and other benefits

The Resolution provides for tax incentives to be applied in the IFCs.

Tax	Applicable incentives	Notes
Corporate Income Tax (“CIT”)	· Priority sectors: 10% CIT rate for 30 years, with up to four years of exemption and nine additional years at 50% reduction. · Non-priority sectors: 15% CIT rate for 15 years, with up to two years of exemption and four additional years at 50% reduction.	Priority sectors will be designated by the Government.
Personal Income Tax	· Exemption on income earned by managers, experts, and scientists working in IFCs until 2030. · Exemption on income from the transfer of shares or capital contributions in IFC Members until 2030.	Incentives apply to individuals working within IFCs or dealing in Member equity interests.
Export and import duties	· Goods and services exported from IFCs to foreign countries or imported into IFCs enjoy preferential export/import tax rates and procedures consistent with international treaties to which Vietnam is a member and laws on export tax and import tax. · A special customs mechanism is envisaged for goods traded via IFC exchanges, targeting maximum eight-hour clearance, AI- and blockchain-based e-declarations, and limited specialised inspections.	-

Foreign exchange policy

Article 16 of the Resolution establishes a liberalised foreign currency framework for transactions within and across the IFCs.

Members may conduct, list, quote, price, and settle transactions in foreign currency for activities and services between IFC members, as well as between members and overseas organisations or individuals. Dealings between IFC members and domestic entities that are not IFC members must, however, comply with Vietnam’s general foreign exchange regulations.

Members are permitted to borrow foreign currency funds from offshore lenders, subject to statutory reporting and disclosure requirements. They may also borrow in foreign currency from IFC members being licenced credit institution or foreign bank branches within the IFC. In addition, members may lend foreign currency to non-member organisations in Vietnam, provided those borrowers meet applicable registration and purpose-of-loan conditions.

Foreign investors may freely transfer capital, profits, and lawful revenues into and out of the IFCs in foreign currency, through payment accounts opened with IFC-licenced credit institutions or foreign bank branches. Transfers related to investment activities between IFC members must likewise be routed through their respective foreign-currency accounts.

Members that are 100% foreign-owned may undertake outbound investment and lending from the IFC without the usual foreign-exchange administrative procedures, subject to account-opening and reporting obligations. Other members must comply with Vietnam’s general outward-investment foreign exchange rules.

Transactions framework

Use of foreign law

Parties are permitted to choose foreign law to govern investment and business transactions within an IFC where at least one party is a foreign person or organisation, subject to Vietnamese public-policy limits and with specific treatment for immovable property transactions.

Use of English as an official working language

The Resolution allows English to be used as an official working language (or English accompanied by a Vietnamese translation) within IFCs. Specifically, Article 7 provides that English may be used for transactions, operations, regulations and records in an IFC, with Vietnamese translations where specified, and that interactions with foreign organisations and individuals and dispute resolution may be conducted in English.

Labour, employment policies

Members are allowed to proactively recruit workers, including foreign workers, according to job requirements without limit on proportion of foreign workers, without having to carry out procedures to determine the need to use foreign workers and without having to announce the recruitment of Vietnamese workers.

The Resolution also provides for expedited visa and temporary residence permits for a term of up to 10 years to foreigners who are investors, experts, managers, and highly qualified workers working for enterprises that are headquartered in IFC. Such foreigners may also be able to avail themselves of favourable policies in relation to obtaining permanent residence.