For a foreign crypto exchange to operate legally in Vietnam, current requirements almost completely eliminate the possibility of independent operation. The familiar model in other markets would not be applicable.
First of all, international exchanges are not allowed to operate directly under a foreign legal entity. This means they are required to establish a company in Vietnam under the Enterprise Law if they want to apply for a license.
Next is the ownership limit. The maximum foreign Capital ratio is only 49%. In other words, exchanges are forced to form joint ventures with domestic partners and accept the Vai of minority shareholders, no longer having absolute control as before.
Furthermore, the requirements for partners are quite stringent. Foreign exchanges need to cooperate with capable Vietnamese organizations such as banks, securities companies, investment funds, or large technology companies. The Capital structure must ensure that at least 65% comes from domestic organizations, with more than 35% belonging to at least two domestic financial or technology organizations.
The next major hurdle is the registered Capital . The minimum is set at 10,000 billion VND, equivalent to approximately 400 million USD, and must be fully contributed in VND. This figure is not suitable for small-scale models or market experiments.
In terms of operations, the requirements are also high. These include a level 4 information security system, a full KYC/AML process, a team of specialized personnel, headquarters located in Vietnam, and must pass a cybersecurity assessment from the Ministry of Public Security.
The key point is that the story isn't just about licenses. The issue lies in the control structure. When faced with ownership restrictions and forced joint ventures, foreign exchanges must Chia power with their Vietnamese partners. This forces them to change their operations, management practices, and even market strategies.
In short, to enter Vietnam, crypto exchanges not only need to meet legal requirements. They must also accept joint ventures, reduce their control, and restructure their entire operating model. This is a major hurdle, but it also reflects a shift towards stricter market regulation.
