VCI Legal – 22 January 2026

On 18 December 2025, the Vietnam Government issued Decree 324/2025/ND-CP on financial policies in Vietnam’s IFC, effective the same day. Decree 324 sits within a broader package of eight decrees (Decrees 323–330) issued on the same date to implement the National Assembly’s framework for Vietnam’s IFC. While much attention has focused on tax incentives, Decree 324 is wider in scope. It addresses:

1)  Tax incentives (CIT/PIT) and customs treatment for IFC projects and personnel;

2)  Accounting/reporting flexibility, including the ability to use international accounting standards/GAAP as the legal financial statements;

3)  Licensing and operational rules for securities firms, insurance/reinsurance, and equity crowdfunding platforms within the IFC;

4)  A basis for controlled testing (“sandbox”) for technology-enabled financial services, with details to be issued by the IFC operating authority.

The Decree contemplates IFC operations across Ho Chi Minh City and Da Nang through an integrated member registration system.

Photo of Da Nang City. Source: diff.vn

Key highlights of Decree 324

1. Corporate income tax (CIT) incentives for IFC projects

For new investment projects in the IFC:

–  Priority sectors: 10% CIT for 30 years, with up to 4 years CIT exemption and up to 9 subsequent years at 50% reduction.

–  Non-priority sectors: 15% CIT for 15 years, with up to 2 years CIT exemption and up to 4 subsequent years at 50% reduction.

2. Personal income tax (PIT) incentives through 2030

Decree 324 provides two notable PIT incentives through the end of 2030, including (1) salary/wage PIT exemption for managers, experts, scientists, and highly-skilled persons (Vietnamese or foreign) working in the IFC, and (2) PIT exemption on income from transfer of shares/capital contributions into an IFC “Member” (with an explicit carve-out for certain publicly traded securities).

The Decree also outlines baseline eligibility indicators (e.g., degree/professional certification, experience, senior roles at other international financial centres or reputable institutions), with further determination by the IFC operating authority.

3. Customs/import policy supporting IFC infrastructure and data centres

Decree 324 allows import duty exemption for certain equipment/technology and software not domestically produced imported for IFC information infrastructure, operations/management systems, and large data centres, based on a list issued by the operating authority.

4. Accounting/reporting

A major investor-facing feature is that an IFC Member may choose to apply international accounting standards or generally accepted accounting principles and, if so, is not required to prepare financial statements under Vietnamese Accounting Standards. Such statements are recognized as the entity’s legal financial statements for filing and disclosure.

This can materially reduce dual-reporting friction for multinational groups, but it does not eliminate local filing obligations, Members still submit financial statements to the relevant authorities.

5. Digital member administration (English interface, e-signature, real-time tracking)

Decree 324 contemplates a centralized Member Registration and Recognition System operated by the IFC operating authority, including:

–  24/7 online registration with English and Vietnamese interface;

–  Digital signature and multi-factor authentication;

–  Real-time status tracking and integrated payments.

–  A centralized database synchronized across Ho Chi Minh City and Da Nang.

6. Securities business in the IFC

Decree 324 allows eligible investors to establish securities business organizations in the IFC (structured as a single-member LLC). Permitted scope includes brokerage, advisory, dealing, underwriting, fund management, derivatives, and providing an equity crowdfunding platform for innovative startups in the IFC.

However, Decree 324 also draws a clear perimeter that the securities Member must have its head office in the IFC and cannot expand its network or relocate outside the IFC boundary. It must not provide the covered services/products to Vietnamese nationals or foreigners residing in Vietnam outside the IFC boundary. Selected entry conditions are as follows:

–  Minimum charter capital equivalent VND 800 billion (for a securities business organization as a Member).

–  For foreign investors, the home securities regulator must be an IOSCO member (among other conditions).

7. Insurance and reinsurance: licensing, cross-border positioning, and investment flexibility

Decree 324 provides a licensing and operating basis for insurers, reinsurers and insurance brokers in the IFC, with licences issued by the IFC operating authority.

It also addresses cross-border positioning:

– Reinsurers as Members may provide reinsurance to other Members and foreign insurance/reinsurance businesses, while services into the “rest of Vietnam” must follow Vietnamese reinsurance rules.

–  Members and their employees may purchase insurance from IFC insurers, insurers in the rest of Vietnam, or overseas insurers.

On investments, the Decree permits outbound investment of certain surplus equity components (subject to operating authority approval).

8. Equity crowdfunding for innovative startups

Decree 324 introduces a structured framework for equity crowdfunding via licensed platforms in the IFC, including:

–  Licensing dossier and review steps, and a 30-day timeline to issue a platform licence once a complete dossier is received.

–  Investor money handling through a bank process (including release/unfreezing mechanics after completion).

–  Mandatory cancellation if the raise fails to reach 80% of the registered target (in specified scenarios).

–  Transferability principles for crowdfunded shares (subject to restrictions).

This is a notable development for venture-building activity inside the IFC, while still embedding investor protection mechanics (escrow-style controls, reporting, publication of results).

9. Fintech sandbox

Decree 324 allows for a controlled testing regime for technology-enabled and innovative financial services, with the operating authority to issue detailed criteria, scope, procedures, and approvals.

What to expect in practice (2026 and beyond)

Based on the structure of Decree 324, we expect implementation to be shaped by three practical drivers:

1. Subordinate rules from the IFC operating authority will be pivotal.
   Decree 324 repeatedly empowers the operating authority to issue forms, technical lists (e.g., import exemption list), eligibility specifics (e.g., high-skilled criteria by field), and sandbox rules.
2. IFC entities may need “two-track” structures depending on customer base.
   The Decree’s perimeter rules (not serving Vietnamese nationals / Vietnam-resident customers outside the IFC boundary for certain services) suggest the IFC is designed primarily for international-facing business models.
3. Regulatory coordination and systems build-out will affect timing.
   The digital Member system is ambitious (24/7, bilingual, integrated data and payments, two-city synchronization). Early-stage roll-out may involve phased technical and procedural guidance.

 (This publication is for general information only and does not constitute legal advice.)

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