VCI Legal – January 7,2026

Decree No. 323/2025/ND-CP is a legal instrument promulgated by the Government of Viet Nam on 18 December 2025, providing for the establishment of the International Financial Centre (“IFC”) in Viet Nam, operating in Ho Chi Minh City and Da Nang City. The Decree aims to develop key financial sectors, attract investment, promote the application of financial technology (fintech) and professional financial services, with the objective of developing an IFC of regional and global significance. The Decree comprises seven chapters and twenty-three articles, setting out detailed provisions and implementation guidelines for Articles 8 and 9 of Resolution No. 222/2025/QH15

1. Establishment of an IFC under the “One Centre – Two Destinations” Model

The Decree reaffirms and further emphasizes the policy of establishing an IFC (“IFC”) in Viet Nam. Accordingly, the IFC shall constitute a single, unified legal entity operating at two locations, namely Ho Chi Minh City and Da Nang City. The operational regulations of the IFC shall be approved by the Executive Council of the IFC, have uniform legal effect, and be applied consistently across both locations. All standards, regulations, procedures, rules, operational forms, and licensing criteria applicable within the IFC shall be promulgated in a unified manner and concurrently implemented at both locations.

The operational objectives of the IFC comprise three principal components:
(i) to establish a coherent, transparent legal framework aligned with international practices and standards, possessing competitive advantages to attract international financial institutions and investors from multiple jurisdictions; (ii) to enhance the attraction and concentration of domestic and foreign capital sources, leveraging the reallocation of global capital flows to supplement resources for Viet Nam’s socio-economic development; and (iii) to connect and support value chains in Viet Nam’s strategic sectors, thereby forming an investment bridge to increase value added and strengthen the competitiveness of the Vietnamese economy within global value chains.

Notwithstanding the unified legal and institutional framework, the IFC’s “two destinations” are oriented toward distinct development pathways, corresponding to their respective advantages and geographical positions, as follows:

• Ho Chi Minh City: to develop into an IFC with a comprehensive and diversified financial ecosystem, providing both traditional and specialized financial services; and to harness the synergistic and complementary effects of financial services such as capital mobilization, investment, payments, issuance and trading of financial products, asset management, technology-enabled financial services (fintech), green finance, and other related financial services.
• Da Nang City: to develop into a modern IFC closely integrated with the innovation ecosystem, digital technology, and sustainable finance; to serve as a controlled regulatory sandbox for new financial models; to pioneer the deployment and scaling-up of digital asset products, digital payments, specialized trading platforms and exchanges; and to promote supply chain finance, third-party service providers, and non-deposit-taking lending institutions to complement and support traditional financial markets, thereby forming specialized, flexible, and innovative financial products.

2. Priority Sectors, Industries, Products, and Services of the IFC

The priority sectors, industries, products, and services to be developed within the IFC may be broadly categorized into the following six major groups:

1. Development of infrastructure for the IFC;
2. Green finance and finance aligned with Environmental, Social, and Governance (ESG) criteria;
3. Commodity markets, commodity derivatives, and international trade finance;
4. Financial technology (fintech) and innovation;
5. Investment funds and asset management services;
6. Professional support services and certain other related fields (including legal compliance support, accounting and auditing, risk advisory services, and market research, among others).

3. Operational Regulations and Applicable Law

Decree No. 323/2025/ND-CP confers upon the Executive Council of the IFC the authority to promulgate the Operational Regulations or equivalent instruments governing the organization and operation of the IFC, provided that such instruments remain within the framework of the Constitution, international treaties to which Viet Nam is a party, as well as international practices and standards. In the event of any inconsistency between the prevailing laws (other than the Constitution) and the Operational Regulations, the latter shall prevail. This mechanism may be regarded as a significant legislative innovation, creating a flexible legal space while remaining subject to the overarching framework of the Constitution and international treaties.

4. Organizational Structure and Governance of the IFC

Decree No. 323/2025/ND-CP stipulates that the IFC shall be operated, administered, and managed based on three principal “pillars”: (i) the Executive Body; (ii) the Supervisory Body; and (iii) the Dispute Resolution Body, specifically as follows:

(i) Executive Body: comprising the Executive Council and executive agencies established in each City. The city-level executive agencies are special administrative bodies with legal person status;

(ii) Supervisory Body: managed by the Ho Chi Minh City People’s Committee, headquartered in Ho Chi Minh City, and permitted to establish branches in Da Nang City. The Supervisory Body is a special administrative body with legal person status;

(iii) Dispute Resolution Body: comprising specialized courts and the International Arbitration Centre under the IFC.

5. Financial Mechanism of the IFC

The revenue sources of the IFC include:

• Voluntary contributions and lawful donations from domestic and foreign organizations and individuals, in accordance with applicable laws;
• Revenues generated from the provision of services or other lawful activities as prescribed by law;
• Retained portions of fees and charges allocated to support the operations of the Executive Body and the Supervisory Body;
• State budget allocations and funding for the performance of tasks assigned by competent state authorities; and
• Other lawful sources of revenue and funding.

Such revenues shall be utilized for the following purposes:

• Expenditures for the provision of public services or other tasks assigned by state authorities;
• Expenditures for the operations of agencies and organizations within the IFC; and
• Expenditures for the provision of services or other activities in accordance with applicable laws.

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