The establishment of a Vietnam International Financial Centre (IFC) is a key policy initiative that has garnered significant attention both domestically and internationally. Amidst increasingly deep global economic integration and the strong shift in international capital flows, Vietnam, with its strategic geographical position and dynamically developing economy, is presented with a golden opportunity to position itself on the global financial map. This article will provide a detailed analysis of the current legal framework governing International Financial Centre in Vietnam. 

1. The Steering Committee on the Vietnamese IFC

• Head: Mr. Pham Minh Chinh – Prime Minister, responsible for promulgating the regulations on the implementation and operation of IFC  

• Deputy Head:  

• Mr. Nguyen Hoa Binh – Permanent Deputy Prime Minister  

• Mr. Nguyen Van Nen – Secretary of the Ho Chi Minh City Party Committee  

• Mr. Nguyen Van Thang – Minister Ministry of Finance  

• Ms. Nguyen Thi Hong – Governor of the State Bank of Vietnam  

• Mr. Nguyen Van Quang – Secretary of the Da Nang City Party Committee  

• The commissioners are deputy ministers of relevant ministries, chairman of the People’s Committees of Ho Chi Minh City and Da Nang City, Deputy Chief Justice of the Supreme People’s Court, etc. 

The primary responsibilities of the Committee include guiding the orientation and strategy for the development of the IFC in Vietnam; steering the formulation and advancement of institutions and policies applicable to the IFC to ensure thoroughness and consistency in accordance with National Assembly Resolution No.222/2025/QH15 (“Resolution No.222”); and directing the establishment and functioning of agencies and organisations within the Vietnam IFC, etc. 

2. Members of IFC2

To register as a member of the IFC, one must fulfil the criteria of financial capability, repute, and possess a field of activity aligned with the developmental objectives of the IFC.  

The entities listed below, possessing a commercial presence at the IFC, are entitled to request acknowledgement as members without the necessity of registering as members of the IFC:  

• Financial institutions, investment funds, or enterprises listed on the Fortune Global 500 by Fortune Magazine at the time of registration, or their direct parent companies, excluding those engaged in banking, securities, and insurance;   

• Financial institutions among the top ten domestic enterprises by charter capital in each respective sector, excluding banking, securities, and insurance;  

Note:  

• Investors are required to create a legal entity as a Member at the IFC, adhering to the stipulations of the Resolution and accompanying documents;   

• Foreign banks or domestic commercial banks must establish a presence at the IFC as either: (i) a single-member limited liability commercial bank; or (ii) a foreign bank branch. 

• Investors in the securities sector are required to establish a commercial presence as a limited liability company, under the Establishment and Operation License granted by the State Securities Commission;   

• Investors in the insurance sector must similarly establish a commercial presence as a limited liability company, per the Establishment and Operation License issued by the Ministry of Finance. 

The Government is in the process of developing and promulgating a Decree on IFC, which includes a draft of several provisions on registration and recognition of IFC members. Pursuant to Article 7 of the Draft Decree on the Establishment of the International Financial Center (“Draft Decree”), the IFC member registration and recognition would be defined as follow: 

Firstly, presence at the IFC is required.  

• Investors must create a legal entity to become a Member of the IFC 

• Foreign banks or domestic commercial banks seeking to invest must incorporate as either a one-member limited liability commercial bank or a branch of a foreign bank.  

• Investors in the securities sector must create a limited liability company under a licence granted by the State Securities Commission. 

• Investors in the insurance sector should create a limited liability company under a licence granted by the Ministry of Finance.  

Secondly, standards on financial capacity, reputation, and field of operation  

Option 1: Standards are determined according to the draft Decree  

• Not subject to the prohibition of establishment and operation in Vietnam;   

• Comply with regulations regarding anti-money laundering and anti-terrorism financing;   

• Have a high level of prestige in the field of operation in Vietnam, the region, and internationally;   

• Have a stable financial situation and a high credit rating from international rating organisations (BB or higher);  

• Have an effective and transparent business model and operation;   

• Possess intellectual property assets;  

• Recognises advanced technology;   

• Possesses a reputable and highly qualified team of leaders and managers; 

• Possesses high-quality human resources;  

• Commit to cooperate, promote domestic private enterprises, train human resources for Vietnam,…  

Option 2: Standards defined by the IFC Governing Body 

3. 14 policies pertinent to Members of IFC3

• Foreign exchange: Members in the IFC are allowed to use foreign currency for most transactions, enjoy flexible cross-border capital flows, and can borrow or lend in foreign currency under specified conditions, subject to reporting and compliance requiremen 

• Tax incentives: Exemption or reduction of corporate income tax for a certain period of time for financial institutions operating at IFC; Exemption of personal income tax for foreign experts working at IFC in the initial phase… 

• Land: Prioritise the provision of pristine land and diminish leasing expenses for financial infrastructure development projects. 

• Fintech & Innovation: Investors permitted to undertake Fintech trials will be exempt from legal obligations pertaining to standards and technical regulations for technology, products, and services; will not be bound by business conditions, licensing procedures, or guarantees regarding the business conditions of products, technologies, and services; and will be absolved from administrative, disciplinary, and civil liability to the State for damages incurred during the trial due to objective reasons while adhering to the trial protocol. 

• Exit, entry and residence: Attract high-quality human resources via flexible visa policies and settlement support for foreign experts. 

• Banking: Banks operating in the IFC may be established as 100% foreign-owned single-member LLCs or foreign bank branches, applying the parent bank’s standards on accounting and prudential ratios if aligned with IAS/IFRS or equivalent. Otherwise, and for domestic banks, Vietnamese regulations apply. All entities must be licensed by the competent authority. 

• Capital market: Tax incentives and other regulatory incentives is applicable to innovative start-ups rising capital via crowdfunding or private and enterprises providing green financial products traded within the IFC. 

• Construction and Environment: Construction procedures in the IFC are streamlined—investors are exempt from preparing detailed planning, obtaining construction permits, or securing standard approvals. 

• Infrastructure: Infrastructure projects in the IFC benefit from prioritized funding, flexible PPP mechanisms, tax and import incentives, and streamlined procedures (such as exemption from investment approvals). 

• Trading: Export, import, and distribution activities in the IFC enjoy customs procedures similar to priority enterprises, broad allowances for goods entry and clearance (excluding prohibited items). The specific incentives policies will be regulated by Government. 

• Fees and charges: IFC-related fees and charges are managed by the People’s Councils of Ho Chi Minh City and Da Nang, with authority to adjust or introduce new ones (excluding court fees and centrally retained revenues), and all collections – after deducting operating costs – are retained locally for up to 10 years to reinvest in infrastructure. 

• Labor, employment and social security: Hire workers, including foreigners, without any quota limitations or associated procedures. 

• Investment Strategist: Strategic investors possess distinct rights and responsibilities that differ from other investors. The regulatory authority will promulgate regulations regarding the criteria and procedures for the selection of strategic investors. 

• Incentive policies by sector: Green finance; Digital assets and FinTech; Commodity and derivatives markets; Other sectors as decided by the Government. 

4. Dispute resolution mechanisms in investment and commercial activity at the IFC4

Investors, Members and related parties may use dispute resolution methods in accordance with Vietnamese law. Disputes between members or between Members and investors outside the IFC may be resolved at one of the following agencies: (i) Foreign arbitration; (ii) International arbitration; (iii) International arbitration center under the IFC; (iv) Vietnamese arbitration.  

In which, if a dispute is resolved at the International Arbitration Center under the ITC, the Decision and award of the Arbitration Council under this agency is a final judgment and is enforceable. In addition, the disputing parties have the right to agree to waive the right to request the Court to annul the decision to recognize the successful conciliation or the legally. 

The dispute resolution mechanism is a crucial element in fostering confidence and safeguarding the rights and interests of investors in international financial centres (IFCs). Consequently, Vietnam is formulating a draft Law on Specialised Courts at the International Financial Centre to swiftly address practical needs, execute the Politburo’s directive, and efficiently implement Resolution No. 222. The following are key points of the draft Law on Specialised Courts at the IFC: 

• Applicable Law at the Specialized Court: (1) The law governing investment and business activities at the IFC shall be applied. Where the law on investment and business activities at the IFC is silent, other Vietnamese laws shall be applied; (2) he parties are entitled to agree on the application of foreign law, foreign case law (precedents), or international commercial customs to resolve disputes, provided that at least one participating party is a member of the IFC. Foreign law, foreign case law, and international commercial customs shall not be applied if the consequence of such application contravenes the fundamental principles of Vietnamese law. 

• Organization of the Specialized Court: One Specialized Court shall be established in Ho Chi Minh City, which shall have jurisdiction to resolve disputes arising from the IFC located in both Ho Chi Minh City and Da Nang. The Specialized Court shall handle cases through two instances: the first instance and the appellate instance (phúc thẩm). 

• Specialized court Judges: 

• Foreigners designated as Judges of the Specialised Court must fulfil the following criteria: (i) They must be a foreign judge, attorney, or expert with relevant professional expertise; (ii) They must have a minimum of 10 years of experience in adjudicating cases within the jurisdiction of the Specialised Court; and (iii) They must fulfil additional conditions and standards established by the Supreme People’s Court. 

• Vietnamese citizens designated as Judges of the Specialised Court must fulfil the subsequent criteria: (i) They must be a public servant, expert, attorney, university lecturer, or scientist; (ii) They must be proficient in adjudicating cases within the jurisdiction of the Specialised Court in English; (iii) They must possess advanced qualifications in law and have experience in procedural participation; and (iv) They must meet additional conditions and standards as stipulated by the Supreme People’s Court.. 

• Judges of the People’s Courts, as stipulated by the Law on Organization of People’s Courts, must satisfy the following: (i) Possess professional knowledge and work experience in the field falling under the jurisdiction of the Specialized Court; and (ii) Have a suitable level of English proficiency to handle cases at the Specialized Court 

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