VCI Legal – 20 November, 2025

Vietnam is entering a decisive phase in its ambition to position itself as a competitive regional financial hub. The Government is expediting completion of the Draft Decree on the Establishment and Operation of International Financial Centres (IFCs), with a firm directive from the Prime Minister that the first centres—located in Ho Chi Minh City (HCMC) and Da Nang—must be ready for initial operation within November. This marks one of the fastest regulatory build-outs ever attempted for a financial infrastructure project of national significance.

A Rapid Legal Framework to Support Strategic Vision

The Draft Decree is being crafted to implement the National Assembly’s Resolution 222/2025/QH15, which provides political approval for the IFC initiative. The proposed legislative framework is designed to provide a distinct legal, regulatory, and institutional environment separate from the mainstream financial system—a model inspired by global precedents such as the Dubai International Financial Centre (DIFC), the Singapore IFC ecosystem, and the Astana International Financial Centre (AIFC).

Under the current draft, Vietnam’s IFCs will operate under a dual-tier governance model. Each city will host its own executive body responsible for licensing, supervision of market participants, and day-to-day regulatory functions. A central supervisory authority at the national level will oversee systemic risk, coordinate inter-agency compliance, and ensure alignment with national security and macroeconomic policies. Legal scholars note that this structure balances local autonomy (necessary for IFC competitiveness) with central oversight (essential for financial system safety).

Key Regulatory Features of the Draft Decree

1. Membership and Licensing Regime
The decree outlines a formal membership system for entities wishing to operate in the IFC. Applicants must submit:

• business registration documents;

• audited financial statements for the preceding two years;

• a business plan demonstrating compliance with IFC operating principles; and

• internal governance and AML/CTF protocols.

This framework is intended to ensure transparency while enabling the entry of high-quality institutional players.

2. Capital Flow Liberalisation with Guardrails
One of the most prominent features is the expanded ability for IFC entities to raise foreign capital and engage in international financial transactions. While outbound flows from the IFC into the domestic Vietnamese economy will be more tightly regulated, inbound capital is expected to enjoy greater flexibility. This “controlled corridor” model, used in several international jurisdictions, aims to attract global financial institutions without compromising national monetary stability.

3. Adoption of International Accounting Standards
IFC entities may adopt IFRS, IAS, or certain foreign GAAPs, marking a departure from conventional Vietnamese Accounting Standards. This change is expected to facilitate investments from institutional players accustomed to international reporting practices, and could contribute to Vietnam’s broader accounting reform roadmap.

4. Enhanced Dispute Resolution Framework
The draft contemplates the establishment of specialised financial courts or tribunals, and preserves broad autonomy for parties to choose international arbitration. Such measures are intended to give foreign investors confidence in adjudicative neutrality—one of the most important success factors for global IFCs.

5. Strengthened AML/CTF Regime
In parallel, the State Bank’s draft AML guidelines impose enhanced due diligence obligations, including mandatory reporting of all electronic transfers of USD 1,000 or more. This is seen as a critical safeguard, given increased liberalisation of cross-border financial transactions.

Operational Timelines: November Launch Mandated

A major turning point came when Prime Minister Phạm Minh Chính instructed ministries to finalize and promulgate the decree immediately, ensuring that the IFCs begin operation—in at least a limited, pilot capacity—within the month of November.

The IFC Steering Committee’s Action Plan (Decision 114/QĐ-BCĐTTTC) outlines urgent tasks for the remainder of the year:

• completion of physical facilities in both cities, including HCMC’s designated headquarters;

• finalisation of digital regulatory platforms for licensing and compliance reporting;

• recruitment of technical specialists in financial regulation, AML, and international taxation;

• issuance of secondary regulations on labour mobility, investment incentives, and tax mechanisms applicable to IFC entities.

Local authorities in HCMC have already accelerated renovation of core IFC premises and initiated discussions with major financial groups regarding early-phase tenancy agreements. Da Nang, meanwhile, is finalising zoning, infrastructure integration, and administrative coordination frameworks to synchronise with national policies.

Opportunities and Risks Under Consideration

Experts note that the decree could unlock significant opportunities:

• attraction of multinational financial institutions, asset managers, fintech providers, and international dispute resolution bodies;

• development of a high-end financial services ecosystem, enabling Vietnam to participate more deeply in global markets;

• spillover benefits for legal, accounting, consulting, and technology sectors;

• enhanced cross-border financial integration.

However, the fast-track timeline is not without risks. Commentators warn that:

• regulatory capacity may be strained if institutions are not fully staffed or trained before launch;

• substantial inconsistencies could arise between IFC regimes and existing laws unless harmonisation is carefully managed;

• heightened risk of money laundering and capital flight must be addressed with robust technology infrastructure and strong enforcement mechanisms;

• investor confidence hinges on transparent governance, stable macroeconomic conditions, and credible dispute resolution.

A Defining Moment for Vietnam’s Financial Ambition

The Draft Decree represents one of the most ambitious legal reforms in Vietnam’s recent financial history. If implemented effectively, Vietnam’s IFCs could become strategic gateways for international capital, supporting the country’s long-term goal of transitioning from an emerging market to a higher-value regional financial hub.

Yet the race toward the November operational deadline means that success will depend not only on legislative speed, but also on institutional readiness, legal clarity, and regulatory integrity. The coming weeks will be critical in determining whether Vietnam can strike the delicate balance between rapid deployment and long-term sustainability.

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.

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