September 2025 observed certain regulatory changes on crypto asset, tax and investment sectors.

I.    PILOTING THE CRYPTO ASSET MARKET 

On September 09, 2025, the Government issued Resolution No. 05/2025/NQ-CP (“Resolution 05”) on the pilot implementation of the crypto asset market in Vietnam, of which has taken immediate effect. 

Key issues regarding the crypto asset market are provided under Resolution 05 as follows:

A.    Subjects of Pilot Implementation

According to Article 2.1 of Resolution 05, the pilot subjects include the following entities:

• Cryptoasset service providing organizations (“Service Provider”), which are defined as enterprises performing or providing one or more of the following activities: (i) Organizing the crypto asset market; (ii) Proprietary trading of crypto assets; (iii) Custody of crypto assets; and (iv) Providing the platform for issuance of crypto assets.1 

• Vietnamese enterprises, which have been established under the form of either limited liability companies or joint stock companies, offering and issuing crypto assets through a designated crypto asset issuance platform (“Issuers”). 

• Vietnamese and foreign organizations and individuals investing in crypto assets and operating in the crypto asset market. 

B.    Offering and Issuance of Crypto Assets

The crypto assets must be based on underlying real assets, excluding assets which are securities or fiat currencies. Under this pilot program, crypto assets are only issued or offered to foreign investors and traded among the foreign investors through a licensed Service Provider.2  The Service Provider is obliged to select the crypto assets to be traded and report them to Ministry of Finance, Ministry of Public Securities and State Bank of Vietnam. 

At least 15 days prior to the offering or issuance, the Issuer is required to disclose information on the prospectus on the issuance or offering or issuance of crypto assets on the both websites of Service Provider and the Issuer itself.3  

C.    Organizing of the Crypto Asset Market and Other Principles

The issuance, offering, trading and settlement related to crypto assets must be conducted in VND. Foreign investors are required to open a nominated VND account at the authorized banks for all the transactions related to crypto assets.4 

After 6 months from the date when the first Service Provider is licensed, domestic investors trading crypto assets not through a licensed Service Provider may be subject to administrative penalties or even criminal liabilities.5  

The tax policies applicable to crypto asset transactions shall be applied in accordance with tax regulations or securities until the issuance of specific tax policies exclusively applied to the crypto asset market.6 

II.    DECREE GUIDING THE IMPLEMENTATION OF GLOBAL MINIMUM TAX 

On August 29, 2025, the Government issued the Decree No. 236/2025/ND-CP detailing a number of articles of Resolution No. 107/2023/QH15 (“Resolution 107”) on the application of top-up tax under the Global Anti-Base Erosion (GloBE) Model Rules (“Decree 236”). Decree 236 took effect from October 15, 2025 and shall apply from fiscal year 2024 onward.

Under Resolution 107, as a principle, large multinational enterprises (“MNEs”) are required to pay a minimum 15% level of corporate income tax in each jurisdiction in which they conduct business activities (“GMT Rules”). Accordingly, further guidance for the implementation of Resolution 107 on Decree 236 could be summarized as follows:

A.    Application principles

• Applicable entities: Vietnamese taxpayers being members of an MNE Group 7 which records annual consolidated revenues equal to or exceeding EUR 750 million in at least 2 of the 4 fiscal years immediately preceding to the tested fiscal year of which the tax liability is being determined. Decree 236 stipulates further classification on how to determine the revenue threshold in specific circumstances, and elaborates on entities being excluded from the application of the GMT Rules. 8 

• Tested fiscal year: Tested fiscal year will be the fiscal year of the MNE Group’s Ultimate Parent Entity. Under Decree 236, the fiscal year 2024 generally includes those fiscal years starting on or after 1 January 2024.9 

B.    Safe harbor and relief measures

• Exclusion from Qualified Domestic Minimum Top-up Tax (QDMTT) for initial stage of international investment 10
  The top-up tax amount under QDMTT of an MNE Group shall be deemed to be zero (0) during the initial phase of international investment of a MNE Group], provided that both of the following conditions are satisfied in the given fiscal year: (i) the maximum number of countries where its constituent entities are established is no more than 06 jurisdictions, and (ii) the maximum aggregate book values of tangible assets of all constituent entities in all jurisdictions other than the reference jurisdiction does not exceed EUR 50 million. 

• Relief for QDMTT paid: 11
  The top-up tax in Vietnam shall be deemed zero (0) if such tax has already been settled in another country under a QDMTT mechanism. 

• Transitional country-by-country report (CbCR) safe harbor: 12
  Top-up tax in Vietnam shall be deemed zero (0) during the transitional period if the MNE Group qualifies under one of 4 statutory categories provided under Decree 236, including (i) de minimis test 13; (ii) simplified effective tax rate test 14; (iii) routine profits tests 15 or (iv) reporting a loss under a qualified CbCR 16. 

• Permanent safe harbor: 17
  Top-up tax in Vietnam shall be deemed zero (0) for a fiscal year if it meets one of three statutory criteria provided under Decree 236, including (i) de minimis test; (ii) simplified effective tax rate test or (iii) routine profits test. 

III.    AMENDING DECREE ON GUIDING THE LAW ON INVESTMENT

On September 03, 2025, the Government issued Decree No. 239/2025/ND-CP (“Decree 239”) to amend the Decree No. 31/2021/ND-CP (“Decree 31”) guiding the Law on Investment. Decree 239 took effect on its issue date. 

Key takeaways of Decree 239 are illustrated below:

A.    Exemption from adjustment procedure in case of delayed land handover

According to Article 1.5(a) of Decree 239, with respect to investment projects for which use land allocated or leased out by the State or is permitted by the State to repurpose land, the project term and implementation schedule shall commence from the date of issuance of the land allocation decision, land lease decision, or approval of land repurposing, as applicable. However, in the event of a delay in the handover of land, the project term and implementation schedule shall instead commence from the actual date of land handover. 

In this case, pursuant to Article 1.5(b) of Decree 239, the adjustment procedure to the issued investment registration certificate (“IRC”) or investment in-principle approval (“IPA”) is explicitly not required.

B.    Open market access for two sectors

The following sectors have been reclassified from “sectors not open to market access” to “sectors subject to conditional market access” 18:

• The manufacture and trading of weapons, explosive materials, and supporting instruments;

• The manufacture of military materials and equipment; 

• Trading in military and police equipment and supplies.

C.    Streamlined the investment procedures 

Decree 239 also streamlines the licensing procedures by shortening the processing time and reducing the number of dossier sets required. Several procedures have been revised as follows:
 

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1. Article 3.3. of Resolution 05
2. Articles 5 and 6 of Resolution 05
3. Article 6.3 of Resolution 05
4. Articles 4.7 and 13 of Resolution 05
5. Article 7.2 of Resolution 05
6. Article 4.9 of Resolution 05
7. Under Articles 3.2 and 3.3 of Resolution 107, “Group” and “MNE Group” are defined as follows:
   “2. A "Group" means either of the following cases:
   a) A collection of entities that are related through ownership or control such that the assets, liabilities, income, expenses and cash flows of those entities are included in the consolidated financial statements of the ultimate parent entity, and entities that are excluded from the consolidated financial statements on the grounds of size, materiality, or are held for sale;
   b) An entity that is located in one jurisdiction and has one or more permanent establishments located in other jurisdictions provided that the entity is not an entity of another Group.
   3. An "MNE Group" means any Group that includes at least one constituent entity or permanent establishment that is not located in the jurisdiction of the ultimate parent entity.”
8. Article 3 of Decree 236
9. Article 4.4 and Article 23.1 of Decree 236
10. Article 9 of Decree 236
11. Article 10 of Decree 236
12. Article 11 of Decree 236
13. Total revenue less than EUR 10 million and (i) Profit before Income Tax less than EUR 1 million or (ii) loss in this jurisdiction on its qualified CbCR for the fiscal year.
14. Simplified jurisdictional effective tax rate equal to or greater than 15% (for fiscal year 2024), 16% (for fiscal year 2025) and 17% (for fiscal year 2026).
15. The amount of substance-based income exclusion (per GloBE rules) is equal to or greater than profit before income tax on its qualified CbCR for the fiscal year.
16. Having loss on its qualified CbCR for the fiscal year.
17. Article 12 of Decree 236
18. Articles 1.30 and 1.31 of Decree 239
19. Article 1.9 of Decree 239
20. Article 1.10 of Decree 239
21. Article 1.10 of Decree 239
22. Article 1.12 of Decree 239
23. Article 1.16 of Decree 239
24. Decree 239 added changes of project implementation schedule and term due to the delayed land handover, address upon reorganization of administrative units