Setting up a company in Vietnam

Conditions for Establishment and Operation of Commodity Exchange at the International Financial Centre (Updated 2026)

The emergence of the International Financial Centre (IFC) marks an important turning point in the integration of Vietnam's financial market with the world. One of the key pillars of this ecosystem is the operation of the Commodity Exchange – a place that not only operates traditional transactions but also opens the way for digital assets and green finance. Pursuant to Resolution No. 330/2025/ND-CP, the legal framework for the establishment and operation of the Commodity Exchange has been established with strict standards regarding financial capacity and technological infrastructure. Notably, for the first time, products such as carbon credits or digital assets (NFTs) are officially included in the list of commodities permitted for trading. The article below will analyze in detail the prerequisite conditions, procedural dossiers, and operational responsibilities that investors need to understand when participating in this potential market.

I. Conditions for establishment and operation of Commodity Exchange at the International Financial Centre in Vietnam

Enterprises permitted to establish a Commodity Exchange must satisfy the following conditions:

1. Being a Member of the International Financial Centre or a company owned or controlled by a Member of the International Financial Centre, in which the capital contribution ratio of the International Financial Centre Member company accounts for at least 49% of the charter capital.

2. In the case of an enterprise with foreign investment capital, the total capital contribution ratio of foreign investors must not exceed 49%.

3. Charter capital from VND 1,500 billion (one thousand five hundred billion dong) or more.

4. Having a model, operational organization, and functions of a Commodity Exchange.

5. Draft Operational Charter suitable with the Government's regulations on buying and selling goods via Commodity Exchange and this Decree.

6. Having an information technology system meeting requirements for management, safe operation, stability, and security, including the following main contents:

a) Electronic trading platform ensuring smooth, safe operations, capable of processing and storing transaction data, editing orders, cancelling orders, and order matching results in real-time;

b) Margin management and clearing settlement system ensuring accurate, timely control of margin obligations, payment, and risk management in transactions;

c) Transaction surveillance system capable of monitoring, detecting, warning, and storing data to serve the management and supervision of commodity trading activities;

d) Requirements on information safety and redundancy ensuring technical standards, cybersecurity, and system recovery capability when incidents occur;

dd) Capability to connect with members and state management agencies ensuring openness, safety, synchronization, and providing accurate, transparent data.

II. Dossier for proposal to establish Commodity Exchange at the International Financial Centre

1. Request form for establishment of Commodity Exchange according to Form No. 01.GDN specified in Appendix I issued with this Decree.

2. Scheme explaining the model, operational organization, and functions of the Commodity Exchange.

3. Draft Operational Charter.

4. Documents describing the information technology system, including the trading platform meeting the Government's regulations on activities of buying and selling goods via Commodity Exchange.

III. Licensing for establishment of Commodity Exchange at the International Financial Centre

1. The Executive Agency at the cities is responsible for verifying the conditions and dossiers proposing the establishment of the Commodity Exchange.

2. Sequence for granting License for establishment of Commodity Exchange

a) The enterprise submits 01 set of dossier to the Executive Agency at the cities via one of three ways: sending directly or via post or via the Electronic single-window administrative system at the International Financial Centre;

b) In case the dossier is not yet valid, within 07 working days from the date of receiving the enterprise's dossier, the Executive Agency at the cities shall issue a document requesting the enterprise to amend or supplement;

c) Within a term of 30 working days from the date of receiving the valid dossier, the Executive Agency at the cities is responsible for verifying and granting the License for establishment of Commodity Exchange in the case of satisfying sufficient conditions according to regulations at Article 4 of this Decree. In case of refusal to grant the License for establishment of Commodity Exchange, the Executive Agency at the cities shall reply in writing, in which clearly stating the reason for refusal.

IV. Commodities permitted to be traded via Commodity Exchange at the International Financial Centre

Commodities permitted to be traded via Commodity Exchange according to regulations at Article 13 of Resolution No. 222/2025/QH15 include but are not limited to groups of agricultural products, energy products, industrial raw materials, metals (including precious metals excluding gold), carbon credits, cultural and art products being digital assets using non-fungible token technology (NFT).

V. Responsibilities of Commodity Exchange at the International Financial Centre

1. Maintain establishment conditions and implement the Government's regulations on activities of buying and selling goods via Commodity Exchange.

2. Operate the Commodity Trading Floor complying with the Operational Charter, ensuring fair competition, complying with international standards on trading, payment, information disclosure, and risk management.

3. Ensure information technology infrastructure, trading, payment, and clearing systems operate safely, continuously, and have capability for redundancy and incident risk prevention.

4. List commodities, commodity contracts, ensuring satisfaction regarding origin, product quality correct with the standards of the contract.

5. Supervise transactions to detect and prevent violation acts such as price manipulation, fraud, money laundering, and other prohibited acts; apply early warning mechanisms, position limits, trading limits to ensure market safety.

6. Approve and terminate membership status of the Commodity Exchange according to the Government's regulations on activities of buying and selling goods via Commodity Exchange; supervise the compliance with obligations of members; handle violations according to authority or propose competent agencies to handle.

7. Organize training, dissemination of knowledge, professional guidance for members and investors to improve understanding and awareness of law compliance.

8. Ensure conditions and implement connection with the information technology system of the state management agency to transmit transaction data serving state management work.

9. Coordinate with the Supervisory Agency of the International Financial Centre (hereinafter referred to as the Supervisory Agency) in the work of supervision, prevention, and handling of violations.

10. Implement activity reporting, transaction data connection according to the guidance of the Executive Agency at the cities.

11. Implement regulations at this Decree and legal normative documents guiding Resolution No. 222/2025/QH15.

12. Implement measures for prevention and control of money laundering, terrorism financing, financing of proliferation of weapons of mass destruction as a reporting subject being a financial institution according to regulations of law at the International Financial Centre.

VI. Conclusion

It can be seen that the new regulations on the establishment and operation of the Commodity Exchange at the International Financial Centre have set a "high-quality filter" right from the input. The requirement for large charter capital (VND 1,500 billion) along with a modern technology system aims to ensure safety, transparency, and international connection capability of the market. Especially, the legalization of NFT and Carbon Credit transactions opens up pioneering opportunities for financial institutions wanting to lead the trends of digital finance and sustainable finance. For the licensing process to take place favorably, enterprises need to carefully prepare the Operational Scheme and Technology Dossier meeting the rigorous standards of the Executive Agency.

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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