VCI Legal – 15 September 2025

 Photo: vietnam.vn

A circulating draft decree sets out a comprehensive framework for banks operating in Vietnam’s planned International Financial Centers (IFCs), covering licensing, prudential limits, foreign-exchange management, and AML/CFT/CPF obligations across 13 chapters. If adopted, the rules would raise entry and compliance bars for both domestic and foreign banks seeking IFC membership.

Key points

• Licensing scope (Arts. 21–23): Conditions for (i) 100% domestically-owned banks, (ii) 100% foreign-owned banks, and (iii) foreign bank branches operating in IFCs. All IFC banks must maintain at least the legal capital and adopt internal AML/CFT/CPF programs compliant with Vietnamese law.
• Domestic banks (headline conditions):
  • Real charter capital (as of Dec 31 prior year) ≥ 2× legal capital.
  • Full compliance with prudential ratios for the previous 12 months; NPL ≤ 3% (or as SBV may set).
  • No administrative violations in the prior 12 months; SBV composite rating A or B.
  • Where applicable, the “parent bank” meets minimum operating history, asset size (≥ VND 100 trillion), and profitability for the past 3 years.
• Foreign banks / branches (headline conditions):
  • No serious regulatory breaches for 5 years, proven international operating experience, and high credit ratings (≥ AA-/Aa3 with stable outlook).
  • Regulator certification of capital adequacy/risk management and 5 consecutive profitable years.
  • Total assets: ≥ USD 10bn (for a wholly-owned bank) or ≥ USD 20bn (for a branch).
• AML/CFT/CPF: Reporting subjects must implement robust programs; IFC entities may apply parent-group AML measures where not inconsistent with Vietnamese law. International wire-transfer reporting threshold: USD 1,000.
• FX ring-fencing: Payments and transfers between IFC members must run through members’ foreign-currency accounts, separating IFC flows from the rest of Vietnam’s payment system.

Why it matters

The decree would formalize a high-standards gateway for banks into Vietnam’s IFCs—balancing openness to cross-border capital with controls on prudential and financial-crime risks. Early alignment with these thresholds can shorten time-to-license if/when the decree is finalized.

What banks should do now

• Gap-check capital and ratings against thresholds; plan capital/top-up if needed.
• Tighten AML/CFT/CPF frameworks and cross-border wire reporting at the USD 1,000 level.
• Document 12-month prudential compliance and NPL ≤ 3%; prepare dossier evidence.
• Confirm FX ops setup to route member-to-member payments via foreign-currency accounts.

About VCI Legal: 

VCI Legal is an award-winning business law firm in Vietnam with a wide range of legal and corporate services, among other things, corporate, banking & finance, tax, labor & HR, real estate and dispute resolution with special focus on international investment disputes, We also offer our specialized type of service called “In-House Counsel Service” with the aim of assisting our clients in dealing with all types of internal and external issues arising from their day-to-day operations and business activities. With our offices in both Hanoi and Ho Chi Minh City, we have a tremendous depth of experience in providing well-reasoned and comprehensive legal advice to not only multinationals and Fortune 500 companies, but also small and medium enterprises.

Our professional team comprises one of the leading law firms in Vietnam with service quality highly recommended and acknowledged by international legal service reviewers such as: The Legal 500, AsiaLaw Profiles, IFLR, KPMG’s Tax Directors’ Handbook, Acquisition International, ACQ Global, Global Law Experts, Finance Monthly, and Chambers & Partners.

For many years, VCI Legal has been ranked among the top law firms in Vietnam for corporate, finance, insurance, taxation, employment, intellectual property and investment. With a “Can Do Attitude” combined with a “Know How” capacity, our firm is big enough to provide comprehensive legal support for any in-house legal matters, yet small enough to care about each of our clients. We undertake each engagement with the mindset of a long-term relationship, with the will to give whatever it takes to understand and fulfill your needs.

Ho Chi Minh City  

Suite P7-42.18, Vinhomes Central Park, 720A Dien Bien Phu, Thanh My Tay Ward, Ho Chi Minh City, Vietnam  

Tel.: (+84) 028 3827 2029  Fax: (+84) 028 3823 4436 

Hanoi  

Suite 1903, Floor 19, W1 Tower, Vinhomes Westpoint, Pham Hung, Tu Liem Ward, Hanoi City, Vietnam  

Tel.: (+84) 024 3936 4985 – (+84) 024 3936 4987 

 Affiliated Offices: Beijing – Shanghai – Hanoi – Ho Chi Minh City – Singapore – New Delhi – Dubai – Doha – Zurich Paris – Rome – Brescia – Washington D.C. – Los Angeles