Name
Global FinTech Guide
Country _ Name
Vietnam
SectionTitle
ICO/token sale
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Companies and projects have increasingly relied on the sale of digital assets, or tokens, as a means of fundraising. These tokens generally do not grant the holders an ownership interest in the issuing company or project, but may provide governance rights, access rights or other utility. This has been conducted through public sales known as initial coin offerings (ICOs), proliferation through token generation events (TGEs) or private sales, among other mechanisms.  While showing characteristics of traditional methods of fundraising, there are a range of unanswered questions related to the legal classifications of such products. As ICOs and TGEs will usually be distributed online and internationally, there is usually no single legal framework applying to such transaction, and the legal framework of each market in which the tokens may be offered or sold needs to be considered.

Introduction

Attitude of the country towards ICOs/token sales

The form of Initial Coin Offering (ICO) through public sales of tokenized units was relatively common in Vietnam during the period of 2017–2018, especially among small and medium-sized enterprises such as tech startups. However, the market has begun to be less interested and more cautious toward this fundraising method, primarily due to the risks involved and the high potential for fraud. In Vietnam. Typical examples of fraudulent ICOs include the Pincoin and iFan projects, operated by Modern Tech, which defrauded over 30,000 investors out of a combined total of USD 660 million.

Vietnamese authorities have issued numerous public warnings regarding the risks associated with investing in and trading virtual currencies. More recently, Pi Network — one of the emerging cryptocurrencies listed on exchanges like OKX and MEXC — was flagged by police authorities for showing signs of operating as a multi-level investment scheme. It was accused of lacking transparency, posing risks of asset misappropriation, and engaging in unlawful collection of user data.

Similar to other activities involving digital assets, ICOs/token sales currently fall into a legal gray area. Currently, the SBV maintains the position that virtual currencies are not considered currency and are not recognized as legal means of payment under Vietnamese law. This position potentially leaves ICOs unprotected under Vietnamese law.

Recently, Vietnam enacted the Digital Technology Industry Law, which officially recognizes virtual assets and crypto assets as forms of digital property that can be used for exchange or investment. This suggests that Vietnam is moving toward a formal regulatory approach for crypto-related fundraising. Additionally, the draft Resolution on the Pilot Implementation of the Crypto Asset Market, proposed by the Ministry of Finance in early 2025, aims to create a regulated framework for digital assets, including ICOs and token-based instruments. The pilot program will require licensing for ICOs and tokens, which must be traded on approved platforms under strict state supervision. The resolution seeks to balance innovation with risk management, such as preventing money laundering and financial instability. Overall, these steps reflect Vietnam’s strategy to integrate blockchain technology into its digital economy and gradually build a comprehensive legal framework for sustainable market development.

In sum, given the ongoing development of legislation and the government's favorable stance toward crypto assets, businesses can reasonably anticipate forthcoming regulations on other crypto-related activities, thereby facilitating compliance efforts among relevant stakeholders.



Legal affairs

Presence of any explicit regulation on ICOs and the issuance of token/coins

Vietnam has not issued a legal framework governing ICOs or token sales. It should be noted that cryptocurrency/tokens are currently not considered a means of payment, or valid capital mobilization tool in Vietnam. The Draft Resolution on the Pilot Implementation of the Crypto Asset Market in Vietnam proposes a state-supervised framework for the issuance, trading, and ownership of digital assets, aiming to address regulatory gaps while fostering innovation and financial stability.



Presence of any explicit restrictions on ICOs or the issuance, distribution and/or transfer of token/coins

There are certain restrictions under the Draft Resolution on the Pilot Implementation of the Crypto Asset Market in Vietnam, such as in order to issue crypto assets, (i) the crypto asset issuer must be a Vietnamese enterprise registered as either a limited liability company or a joint-stock company under the Enterprise Law; and (ii) crypto assets must be issued based on real underlying assets, excluding securities or fiat money except for stablecoins. The issuing organization must comply with the regulations on foreign ownership of assets serving as the basis for issuing tokens (if any). Crypto assets may only be issued, offered for sale to foreign investors, and traded among foreign investors through service providers of crypto assets that are licensed by the Ministry of Finance. Additionally, the issuance and management of stable crypto assets will be further guided by the SBV.

It is expected that the official Resolution on the Pilot Implementation of the Crypto Asset Market in Vietnam may be issued in August 2025.



Obligations and requirements to issue token/coins

There are currently no specific legal requirements governing the issuance of tokens or coins under Vietnamese law.

However, there are certain obligations and requirements as discussed in section (iii) above. As the Draft Resolution on the Pilot Implementation of the Crypto Asset Market in Vietnam is still under the draft form. Enterprises are encouraged to closely follow its development, especially in the context that the regulator indicated that it would be officially issued soon.



Classification of token/coins in the jurisdiction

The Digital Technology Industry Law offers a broad definition of virtual and crypto assets. In particular, “digital assets” is officially recognized to fall in the concept of assets under the Civil Code, particularly the assets represented in the form of digital data, created, issued, stored, transferred, and authenticated through digital technology in an electronic environment. However, as it serves primarily as a general framework, enterprises should adopt a cautious approach when classifying tokens or coins. A definitive classification and assessment of their legality in Vietnam will require further guidance through implementing regulations, such as decrees under the Digital Technology Industry Law and the official Resolution on the Pilot Implementation of the Crypto Asset Market in Vietnam.



Presence of a duty to publish a prospectus bevor offering token/coins to investors

There are currently no specific legal requirements governing the issuance of tokens or coins under Vietnamese law. Enterprises need to await further guidance from the regulators in this regard.



Presence of AML/KYC requirements that are needed to be fulfilled regarding (i) the initial issuance of token/coins and (ii) any following transfer of token/coins to third parties

Given the lack of a clear regulatory framework for the initial issuance of tokens or coins and the transfer of tokens or coins to third parties, there is currently no regulation under the AML legal regime that has a direct implication on such activities (also known as cryptocurrency-related businesses) in Vietnam.  

On a related note, under Directive No. 02/CT-NHNN dated 13 April 2018 issued by the SBV on strengthening the control of transactions and activities related to virtual currencies, credit institutions and intermediary payment service providers are obligated to monitor and promptly report suspicious transactions involving virtual currencies to the SBV, in accordance with AML regulations. This indicates that AML/KYC obligations may be indirectly enforced for suspicious transactions related to virtual assets like tokens or coins.



Additional comments regarding (i) the legal situation for ICOs/token/coins and (ii) any following transfer of token/coins to third parties

N/A



Economic conditions

Market size for ICOs/token sales and existence of any previous regulated ICO/token sales in the jurisdiction
The digital asset and cryptocurrency market in general in Vietnam is experiencing rapid and significant growth. According to a report by cryptocurrency payment gateway Triple-A as of 2023, Vietnam ranks second globally in terms of cryptocurrency ownership, with nearly 21 million people, equivalent to 21.2% of the population, holding digital assets. According to Chainalysis, a prominent blockchain analytics company, Vietnam attracted over USD 100 billion annually in crypto asset inflows from 2022 to 2024, which is more than double the country’s yearly foreign direct investment during the same period.

Some projects such as Bcnex and HVA Investment JSC attempted to launch ICO/token sales in Vietnam. However, none have been officially approved or regulated under the law. Until a formal framework is introduced, ICO/token sales remain effectively unregulated and carry significant legal and enforcement risks for both issuers and investors.



Additional comments regarding the economic situation for ICOs/token sales or what companies must be aware of in this business area

N/A

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