Resolution 222/2025/QH15: A New Era for the International Financial Center in Vietnam

I. Procedures for Registration, Recognition, and Termination of Membership

1. Organizations and enterprises may register as Members of the International Financial Center upon meeting standards of financial capacity, reputation, and having business activities aligned with the IFC's development orientation as stipulated in this Resolution and its implementing regulations, except for cases specified in clauses 4, 5, and 6 of this Article.

2. The presence of the following entities within the IFC entitles them to request recognition as Members without undergoing the registration procedure:

a) Financial institutions, investment funds, or enterprises listed on the Fortune Global 500 at the time of application (or their direct parent companies), excluding those in banking, securities, or insurance;

b) Domestic financial institutions ranked among the top ten in their respective sectors by charter capital, excluding those in banking, securities, or insurance.

3. Investors must establish a legal entity as a Member within the IFC in accordance with this Resolution and its implementing regulations, except for cases specified in clause 4 of this Article.

4. Investors that are foreign banks or domestic commercial banks must establish a presence in the IFC in the form prescribed in Clause 1, Article 17 of the Resolution.

5. Investors in the securities sector must establish a presence as a limited liability company under an Establishment and Operation License issued by the State Securities Commission. These entities may only provide services within the IFC and abroad. The licensing, scope of activities, and other related matters shall be regulated by the Government.

6. Investors in the insurance sector must establish a presence as a limited liability company under an Establishment and Operation License issued by the Ministry of Finance. The licensing, scope of activities, and other related matters shall be regulated by the Government.

7. Members shall be issued a unique identification code and recorded in the IFC's Member Registry. This code is equivalent to an enterprise code under the National Business Registration Information System.

8. The registration and recognition system, managed by the Operating Authority, includes a member registration portal and a member database, which will share data with relevant agencies to simplify administrative procedures within the IFC.

II. Rights of Members and Foreign Investors

1. Rights of Members:

a) To establish holding companies to mobilize foreign capital and manage investments (commercial banks excluded);

b) To mobilize capital from organizations and individuals outside of Vietnam's territory and non-residents without requiring approval from state management agencies, subject only to reporting and information declaration requirements as regulated by the Government;

c) Foreign debt incurred by a Member with organizations and individuals outside Vietnam's territory is not included in the national foreign debt for the purpose of managing and monitoring foreign debt safety indicators;

d) To freely conduct investment and business activities with organizations and individuals outside Vietnam's territory, non-residents, or other Members in accordance with the license or registration granted to that Member;

e) For newly established enterprises in the finance and banking sectors within the IFC, the Establishment and Operation License also serves as the Certificate of Member Registration;

f) To choose to apply International Accounting Standards (IAS/IFRS) or other Generally Accepted Accounting Principles (GAAP) from countries such as Australia, Brazil, Canada, EU member states, Hong Kong (China), Japan, Mexico, New Zealand, China, India, South Korea, Russia, Singapore, Switzerland, the United Kingdom, the United States, and Vietnam. If a standard other than Vietnamese Accounting Standards is chosen, the entity is exempt from preparing financial statements under Vietnamese Accounting Standards;

g) Other rights as stipulated in this Resolution and its implementing regulations.

2. Rights of Foreign Investors:

a) To own all or part of the shares or capital contribution of a Member;

b) To establish an economic organization within the IFC without needing an investment project and without undergoing the procedures for obtaining an Investment Registration Certificate or in-principle approval for projects within the IFC. Once established, the economic organization shall carry out investment procedures as required by the Law on Investment;

c) To be exempt from the procedures for registering capital contributions or share purchases under the Law on Investment when contributing capital to or acquiring shares/capital in a Member; they only need to notify the change in business registration content, except in the banking sector.

III. Breakthrough Policies on Capital, Fintech, and Green Finance

1. Regulations for Innovative Startups:

a) May be granted an "Innovative Startup Certificate" upon meeting criteria set by the Operating Authority;

b) May raise capital through crowdfunding or private offerings via licensed platforms, with participation from both domestic and foreign organizations;

c) Are entitled to incentives and support, including tax incentives for both the startups and their investors.

d) Must comply with specified reporting and information disclosure regimes.

2. Development of the Green Finance Market:

a) Financial products meeting specific criteria may receive "green certification" and be issued and traded at the IFC;

b) Issuers of and investors in green financial products are entitled to incentives and support, including tax incentives;

c) Issuers of green financial products must comply with specified reporting and information disclosure regimes.

3. Members in the insurance and reinsurance market may apply simplified procedures to develop and deploy new solutions.

4. The Government will build a transparent and in-depth market information system and improve risk management frameworks (ORM, MRM, CRM) in line with international best practices.

IV. A Summary of 'Unprecedented' Tax Incentives

1. Corporate Income Tax (CIT):

a) For new investment projects in priority sectors within the IFC, a preferential CIT rate of 10% for 30 years shall be applied. This includes a tax exemption for up to 4 years and a 50% tax reduction for the subsequent 9 years.

b) For new investment projects in other sectors within the IFC, a CIT rate of 15% for 15 years shall be applied. This includes a tax exemption for up to 2 years and a 50% tax reduction for the subsequent 4 years. c) If a project is eligible for multiple different tax incentives, the enterprise may choose the most favorable one.

2. Personal Income Tax (PIT):

a) A 100% PIT exemption on salaries and wages for managers, experts, scientists, and highly-skilled professionals (both Vietnamese and foreign) working in the IFC. This is effective until the end of 2030.

b) A 100% PIT exemption on income from the transfer of shares, capital contributions, or the right to contribute capital in an IFC Member. This is effective until the end of 2030.

c) The Government shall define the criteria for identifying individuals eligible for these PIT incentives.

3. Other Taxes: Goods and services imported to or exported from the IFC will benefit from preferential import/export duty rates and procedures in accordance with international treaties to which Vietnam is a signatory.

4. Tax Administration: All tax registration, declaration, and settlement shall comply with the Law on Tax Administration.

V. Special Policies on Visas, Labor, and Residence for Experts

A world-class financial center can only thrive by attracting the brightest minds. Recognizing this, Resolution 222 removes administrative barriers to create an open and attractive environment for international experts, managers, and their families.

• Long-term Visas and Residence:

  • Issuance of visas and temporary residence cards with a validity of up to 10 years for strategic investors, experts, managers, and their accompanying family members.

  • Opportunity to be considered for permanent residence cards for high-level experts, scientists, and senior managers with long-term contributions to the IFC.

• Priority Entry and Exit Procedures:

  • A "one-stop shop" mechanism will be established to expedite immigration procedures.

  • Priority lanes will be designated at international airports in Ho Chi Minh City and Da Nang to save time for IFC personnel.

• Work Permit Exemption:

  • Foreigners working in the IFC who meet specified professional standards will be exempt from the requirement to obtain a work permit.

VI. Conclusion

The enactment of Resolution No. 222/2025/QH15 is a historic turning point for Vietnam's economic and legal landscape. It not only lays the foundation for a modern and integrated financial center but also demonstrates a dynamic and progressive governance mindset, ready to innovate to seize opportunities. For domestic and international investors, this opens a rare door to immense business potential on an entirely new playing field.

However, the path forward requires prudence. The IFC model operates within a distinct and evolving legal framework, demanding an approach that is both decisive and cautious. To maximize benefits and mitigate risks, businesses must build a clear action plan: engage closely with local legal experts, design flexible contracts and business structures to adapt to change, and maintain a mechanism for closely monitoring regulatory updates.

Future success will belong not to the observers, but to those who can best navigate this dynamic legal environment, proactively seizing the moment to become part of the success story of Vietnam's International Financial Center.

The information contained in this article is general and intended only to provide information on legal regulations. DB Legal will not be responsible for any use or application of this information for any business purpose. For in-depth advice on specific cases, please contact us.

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