VCI Legal – March 20,2026

Currently, the competent authorities are soliciting comments on a draft regulatory framework governing the establishment and operation of Asset Management Companies and Investment Funds within the Vietnam International Financial Center. The draft proposes requirements relating to governance structure, capital adequacy, operational arrangements, and fund registration procedures

1. Asset Management Companies

Asset Management Companies (AMCs) operating in the Vietnam International Financial Center must comply with regulatory requirements relating to establishment, governance structure, capital adequacy, operational arrangements, and ongoing supervision.

1.1 Establishment Requirements

To operate within the International Financial Center, an Asset Management Company must satisfy the following conditions:

• Establish its headquarters within the Vietnam International Financial Center.
• Ensure that management and decision-making functions are effectively exercised within the jurisdiction.
• Operate in accordance with principles of integrity, fairness, and professionalism, ensuring that the interests of investors take precedence over those of the company and its employees.

1.2 Key Personnel and Governance

The Asset Management Company must appoint key management personnel responsible for executive management, regulatory compliance, and anti-money laundering supervision, including:

• Chief Executive Officer (CEO) or General Director
• Compliance Officer (CO)
• Money Laundering Reporting Officer (MLRO)

These individuals must reside in Vietnam and must satisfy fit-and-proper requirements relating to professional competence, qualifications, and ethical integrity.

1.3 Capital Requirements

Asset Management Companies must meet minimum capital requirements depending on the type of activities conducted.

Minimum base capital requirements:

• Management of Public Funds: USD 500,000
• Management of Qualified Investor Funds: USD 500,000
• Management of Exempt Funds: USD 50,000
• Portfolio or Asset Management Services: USD 250,000

In addition to the minimum base capital, the company must maintain liquid assets equivalent to at least 25 percent of annual operating expenses, typically in the form of cash or cash equivalents.

1.4 Operational Infrastructure

To ensure proper governance and investor protection, the Asset Management Company must establish the following operational arrangements:

• Independent Custodian Bank responsible for safekeeping fund assets and ensuring segregation between fund assets and company assets.

• Fund Administrator (required for Public Funds and Qualified Investor Funds) responsible for:
– Calculation of Net Asset Value (NAV)
– Maintenance of investor registry
– Processing subscription and redemption orders
– Preparation of periodic financial reports

• Independent Auditor approved by the International Financial Center responsible for auditing annual financial statements.

1.5 Regulatory Reporting

Asset Management Companies are subject to ongoing reporting obligations, including:

• Quarterly reports on capital adequacy and liquidity.
• Quarterly, semi-annual, and annual compliance reports on internal governance and anti-money laundering measures.
• Annual financial statements audited by an approved independent audit firm.

The Money Laundering Reporting Officer must also prepare annual reports on AML compliance in accordance with international standards.

2. Investment Funds

Investment funds established within the Vietnam International Financial Center must be managed by a licensed Asset Management Company and comply with regulatory requirements relating to fund structure, investor eligibility, operational arrangements, and disclosure obligations.

2.1 Legal Structure of Funds

Investment funds may be established in the following legal forms:

• Contractual Fund
• Unit Trust
• Investment Company

Each fund must appoint a designated fund manager within the Asset Management Company responsible for investment management.

Fund assets must be held by an independent custodian to ensure proper asset segregation.

For Public Funds and Qualified Investor Funds, an independent fund administrator must be appointed.

2.2 Types of Investment Funds

The regulatory framework recognizes three main types of funds:

Public Fund

Characteristics:

• Open to participation by the general public.
• Subject to the most stringent disclosure and investor protection requirements.
• Must maintain high liquidity and diversified portfolios.

Key investment restrictions:

• Diversification across multiple assets.
• Concentration limits on individual issuers.
• Restrictions on borrowing and leverage.

Qualified Investor Fund (QIF)

Characteristics:

• Designed for professional or qualified investors.
• Maximum of 100 investors.
• Minimum investment per investor: USD 500,000.

Investment flexibility:

• May invest in a wider range of assets including private equity, privately issued bonds, and derivatives.
• Leverage may be used within limits disclosed in the prospectus.

Exempt Fund

Characteristics:

• Restricted to institutional investors only.
• Maximum of 50 investors.
• Minimum investment per investor: USD 50,000.

Regulatory regime:

• Most flexible regulatory structure.
• No strict concentration limits.
• Liquidity arrangements determined by agreement with investors.

2.3 Fund Registration Procedure

Before commencing operations, an investment fund must obtain a registration code issued by the competent authority of the International Financial Center.

The application dossier must include the following documents:

Legal documentation

• Fund Charter or Trust Deed
• Board Resolution of the Asset Management Company approving the establishment of the fund
• Fund Registration Form

Offering documentation

• Prospectus or Offering Memorandum describing:
– investment objectives
– investment strategy
– investment restrictions
– risk factors
– fee structure

• Key Investor Information Document (KIID)

Service provider documentation

• Custody Agreement with an independent custodian bank
• Administration Agreement with a fund administrator (if applicable)
• Confirmation from an independent auditor regarding audit services

Personnel and investment governance

• Information on the Investment Committee
• Information on individuals responsible for investment decisions
• Due diligence documentation regarding the sources of capital of seed investors (if applicable)

2.4 Processing Time

The competent authority processes applications for fund registration within 5 to 30 days from the date of receipt of a complete and valid application dossier, depending on the type of fund.

3. Operational Compliance of Funds

During operation, investment funds must comply with regulatory investment limits and operational obligations.

Key compliance requirements include:

• Ensuring segregation of fund assets from the assets of the asset management company.
• Preventing conflicts of interest, including restrictions on purchasing assets from affiliated entities of the asset management company.
• Prohibiting cross-investment between funds managed by the same asset management company.

Where investment limits are exceeded due to market fluctuations or investor redemption activities, the Asset Management Company must adjust the investment portfolio within the prescribed timeframe to restore compliance while ensuring the protection of investor interests. All breaches must be recorded and reported to the supervisory authority if they are not remedied within the permitted period.

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