Building a Bitcoin treasury business in Vietnam involves navigating complex legal, financial, and operational landscapes. This guide outlines key steps and considerations for a U.S. entrepreneur, covering incorporation, regulations, treasury management, banking, taxation, office setup, hiring, market context, and compliance strategies. Throughout, we cite authoritative sources on Vietnam’s corporate and crypto policies to ensure accuracy.
1. Legal and Regulatory Framework
1.1 Incorporation as a Foreigner
A foreign investor can set up a 100%-foreign-owned enterprise (often a limited liability company, LLC) in Vietnam. The typical process involves:
Investment Registration Certificate (IRC): Apply to the Department of Planning and Investment with an investment plan or feasibility study. Documents include the company charter, business plan, proof of capital commitment, and information on foreign and local investors . Approval usually takes 15–30 working days if all documents are in order.
Enterprise Registration Certificate (ERC): After IRC approval, apply for the ERC at the national Business Registration Office (within the Department of Planning & Investment). Required filings include notarized copies of passports or corporate documents of shareholders, the company charter, the legal representative’s information, and office lease contract . This is typically processed within 3 business days.
Post-Licensing Steps: Once licensed, the company must carve an official seal, register with tax authorities, and open a corporate bank account . The seal must be registered with public security and the bank; a first-year business license tax (0.01–0.1% of charter capital) is paid, and annual license fees (~1–3 million VND) apply.
Foreigners often need additional approvals (e.g. if in a restricted sector) and must appoint a legal representative (Vietnamese or foreigner) responsible for compliance. Vietnamese law generally requires at least one local Vietnamese employee for each foreign worker position (see below).
1.2 Vietnam’s Crypto Laws and Status
Vietnam has historically not recognized cryptocurrencies as legal tender or payment instruments. The State Bank of Vietnam (SBV) prohibits using Bitcoin and other crypto to pay for goods/services . In 2018 the SBV even barred banks from crypto transactions . However, holding and trading crypto is not explicitly illegal. A Ministry of Justice clarification in 2024 confirmed that owning cryptocurrency is not banned, paving the way for regulation in 2025 . In short: Vietnamese law treats crypto as a kind of private “asset” but with no clear legal status.
Key points on current rules:
Use: Crypto is prohibited as a payment method (illegal tender) . Crypto exchanges operate in a gray zone – not fully illegal, but unlicensed . Users can legally buy/sell on (foreign) exchanges under general commercial rules.
Recognition: No Vietnamese law currently defines crypto as currency. The SBV has said crypto can be viewed as a “type of asset,” but it is not defined or regulated under the Civil Code . In accounting terms, crypto would likely be treated as an intangible asset under IFRS (IAS 38), with any trading gains/losses reflected in income (see 1.3 below) .
Upcoming Legislation: In June 2025 Vietnam’s National Assembly passed the Law on Digital Technology Industry, effective January 1, 2026, which for the first time recognizes crypto assets in law . This law formalizes digital assets and envisions licensing crypto exchanges, capital requirements, KYC/AML rules, and specific tax rules for crypto . Thus, while 2025 is a gray area, a clear regulated framework is imminent.
1.3 Holding Bitcoin on the Balance Sheet
Because crypto is not yet a recognized currency or financial instrument in Vietnam, companies should treat Bitcoin on the balance sheet either as intangible assets or as inventory (if held for trading) following IFRS guidelines . No Vietnamese GAAP specifically addresses crypto; PwC Vietnam notes “legislation has yet to recognise cryptocurrencies as either an asset/property or a means of transaction” . In practice, companies record Bitcoin at cost and adjust for impairments (if treated as an indefinite-life intangible) or at lower of cost or net realizable value (if as inventory for sale) .
To legally hold Bitcoin, the company simply maintains custody (e.g. via wallet/private keys) without requiring a special license (since ownership is not illegal). However, robust internal controls are critical. We recommend storing keys offline (hardware or cold wallets), using multi-signature setups, and keeping detailed records. Institutional best practices advise multi-party computation or hardware security module (HSM) wallets with MPC keys, hot-cold key separation, and third-party insurance on custodial wallets . Regular internal and external audits should verify wallet balances against accounting records.
1.4 Reporting and Government Scrutiny
Vietnam’s regulators will scrutinize crypto activities primarily through financial regulation and AML controls. Any crypto-related business must follow general laws on anti-money laundering (AML) and CFT (Countering Finance of Terrorism). While specific crypto-reporting rules are still being finalized, exchanges in Vietnam currently follow KYC/AML norms: for example, local exchanges must collect user identity verification, monitor transactions, and report suspicious activity to authorities .
Companies should expect future obligations such as regular financial reporting to tax/financial authorities, and possibly crypto-specific disclosures when the new law’s implementing regulations are issued . For now, maintain compliance by:
Following standard AML/KYC practices on any crypto trading or payments.
Keeping transparent books: record all crypto transactions with dates, amounts, and VND values (use exchange rates from a licensed source) as a prudent measure .
Reporting crypto-derived income under the general framework (see Tax section). Note: Vietnamese courts have so far ruled crypto gains are not taxable due to lack of legal definition , but authorities are preparing clear rules.
2. Financial Operations
2.1 Managing a Corporate Bitcoin Treasury
A corporate Bitcoin treasury requires careful risk management. Best practices include:
Asset Custody: Use secure hardware or institutional wallets with multi-signature controls. For example, store keys on separate secure devices or use a trusted custody service (e.g. BitGo, Fireblocks) with MPC and insurance . Keep the majority of funds in offline “cold” wallets, using “hot” wallets only for necessary liquidity.
Diversification and Allocation: Define a clear policy for how much of the treasury is in Bitcoin vs. cash. Given crypto’s volatility, many companies cap allocations and periodically rebalance (some hedge with derivatives or stablecoins).
Governance: Implement strong internal controls. Require multiple approvals for large transactions. Maintain an immutable audit trail of all key accesses and transfers. Use compliance tools to screen transactions for sanctioned addresses or illicit activity. Fireblocks notes that treasury platforms should allow granular transaction limits and real-time monitoring .
Insurance and Audit: Where possible, obtain third-party insurance covering crypto custody risk. Conduct regular audits of wallet holdings and reconcile with accounting figures. Ensure finance/audit teams understand blockchain records so they can verify balances on-chain.
Compliance: Even before detailed local rules, ensure any crypto trading is done through reputable channels (exchanges or OTC desks that follow global AML standards).
In summary, adopt institutional-grade security (MPC/HSM wallets, multisig) and governance (dual signers, documented policies) to safeguard the treasury . A modern crypto treasury management platform (if available) can provide unified dashboards, transaction monitoring, and compliance checks .
2.2 Banking Options for Crypto Businesses
Vietnamese banks currently have limited engagement with crypto. The SBV’s ban on crypto payments means banks do not openly support crypto services, and in practice most banks will not provide accounts for businesses whose activities are known to be crypto-related . The 2018 central bank directive explicitly forbade commercial banks from handling crypto transactions .
Consequently, crypto businesses in Vietnam often rely on alternative solutions:
Standard Corporate Accounts: A Vietnam-incorporated company can open a VND bank account for fiat operating needs (e.g. receiving dong revenue, paying salaries). These accounts should be used only for legal transactions; if crypto is converted to dong, it’s wise to treat it as a conventional sale of intangible assets and document it thoroughly. Banks may be alerted if they see large, frequent crypto-related inflows.
Overseas Banking: Some businesses open foreign bank accounts (e.g. in Hong Kong, Singapore or through digital banks that allow crypto business) to facilitate dollar transactions and crypto conversions. This avoids SBV restrictions but requires compliance with both Vietnamese and foreign regulations.
Payment Providers: Global payment processors (e.g. Wise, PayPal) or e-wallets might be used for certain cross-border transactions, though Vietnam restricts some foreign payment systems. Careful KYC is still required.
Peer-to-Peer / OTC: Many Vietnamese crypto traders use P2P or over-the-counter (OTC) platforms to swap crypto and fiat. A company might also use OTC brokers for large Bitcoin trades, but must keep records and possibly declare the resulting dong funds as business income.
In all cases, maintain clear contracts and records. Advise local banks only of conventional business activities, and segregate crypto flows where possible. As new regulations take hold (e.g. licensed crypto exchanges), more banking services may become available, but as of 2025 traditional banking in Vietnam remains cautious toward crypto.
2.3 Tax Implications for Bitcoin Holdings
Vietnam’s tax treatment of crypto is unsettled. Historically, the General Department of Taxation issued guidance (2016) treating crypto trading as subject to VAT (10%) and corporate income tax (20%) (since crypto was viewed like movable property) . However, that guidance has not been rigorously enforced. Local courts have ruled that Bitcoin is not recognized as a taxable commodity or payment medium, voiding attempts to collect VAT/CIT on crypto gains .
Current practice (mid-2025):
Corporate Tax (CIT): The standard rate is 20% of net income . If crypto is interpreted as an investment asset, any realized gains (dong received when selling crypto) could be treated as taxable income at 20%. No crypto-specific CIT exemption exists yet.
Value-Added Tax (VAT): General VAT is 10% on goods/services . The 2016 guidance said crypto exchange fees are VATable, not the coins themselves. This area is unclear, but companies should prepare to potentially charge VAT on exchange fees or related services.
Personal Income Tax (PIT): If company shareholders take profits in cryptocurrency, standard PIT brackets (5–35%) may apply, but that’s a personal issue rather than corporate tax.
Withholding Taxes: No special withholding tax for crypto trades is currently defined. Standard 5–20% withholding tax on services might apply if paying foreign individuals (unlikely for Bitcoin itself).
Reporting: Even though Vietnam has no explicit crypto tax filings yet, we advise companies to:
Keep detailed trading records (dates, Bitcoin amount, VND value of each transaction).
Treat crypto sales as sales of an intangible asset. Report any realized profit under “other income” on corporate tax returns.
Deduct crypto-related expenses (e.g. mining costs, transaction fees) per normal tax rules.
Future changes: The new Digital Tech law calls for “tailored tax rules” on digital assets . Some analysts expect a 20% capital gains tax on crypto profits and a 10% VAT on exchange fees from 2026 onward, but until detailed decrees are issued, treat tax on crypto gains as potential CIT. In practice, until explicit rules appear, companies should reserve funds for potential tax liabilities and consult local tax experts.
Table – Vietnam Tax Rates (2025)
Tax Type
Standard Rate
Notes
Corporate Income Tax (CIT)
20%
Applies to net profit (including crypto gains) . Foreign tax treaties may reduce rates for foreign shareholders.
Value-Added Tax (VAT)
10%
On most goods/services. Crypto exchanges’ fees likely VATable; coins themselves are not legal “goods” .
Withholding Tax (on services)
5–10%
Standard withholding (5% local services, 10% foreign services). Potentially applies to crypto service fees (if determined).
Personal Income Tax (PIT)
5–35%
For individuals. Profits from crypto trading (if any) fall under PIT after thresholds.
Other
—
No wealth or inheritance tax; no luxury tax currently applies to crypto.
(Sources: Vietnam tax law and guidance ; policy interpretations .)
3. Operational Setup
3.1 Office Space, Licensing, and Employment Law
Office Requirement: Vietnamese law requires every registered company to have a physical office address. Many foreigners use serviced offices or rent space in business centers in HCMC or Hanoi. The lease agreement (with landlord) is submitted during registration .
Business Licenses: After obtaining the ERC, the company must post its business license at the office and display its seal. An annual business license tax (based on revenue or capital) is due each year. If the company engages in specialized activities (e.g. financial services), additional permits would be needed—but pure crypto holding/trading is not a regulated “industry” yet. No crypto-specific license exists as of 2025 .
Employment Regulations: Vietnam’s Labor Code governs hiring and working conditions. Key points:
Foreign staff (including the legal representative) generally need a work permit and visa (work permits valid up to 2 years) . To hire a foreigner, the company must justify the need and post local job openings first. (Alternatively, short-term visits might avoid permits under certain conditions.)
Foreign executives are often capped (e.g. typically no more than 50% of management positions can be foreign-owned). Vietnamese law effectively requires one qualified Vietnamese candidate be hired or offered the position before a foreigner can fill it.
Vietnamese staff must sign labor contracts (bilingual) and be paid in VND. Employers contribute roughly 22–25% of payroll to social insurance, health insurance, unemployment insurance, and union fees .
Probation periods, notice requirements, and severance follow the Labor Code. Cultural note: building personal relationships and formal HR practices are important; use local HR expertise to ensure compliance.
3.2 Hiring Staff (Local or Remote)
Foreign-owned businesses can hire Vietnamese employees on their own payroll or use Professional Employer Organizations (PEOs) for easier compliance. Hiring locals can be advantageous for market knowledge and navigating bureaucracy. For specialized crypto expertise, there is a small but growing talent pool (blockchain developers, blockchain lawyers, etc.) primarily in HCMC and Hanoi tech hubs.
For remote work: Vietnam generally treats even remote work done by residents as subject to local labor and tax law. If you hire freelancers or part-timers (common for overseas specialists), they should register as self-employed or with an agency.
Whether local or remote, ensure all compensation and contracts meet Vietnamese legal standards. Respect cultural norms (e.g. “Tet bonus” – Lunar New Year bonus) to attract talent.
Wallets & Keys: Use hardware wallets (e.g. Ledger, Trezor) or institutional key-management systems. Multi-signature (“multisig”) setups are recommended (e.g. 2-of-3 scheme where three keys are held by different officers or entities) to prevent single-point failure. Keep recovery seeds offline in secure vaults.
IT Security: Protect any connected systems with enterprise-grade cybersecurity (firewalls, encryption). Regularly update and audit systems. If using online platforms or APIs, ensure strong authentication and limit access by IP or device.
Audit Processes: Document all procedures. Conduct periodic security audits and penetration tests. Reconcile wallet balances (on-chain) with the treasury ledger monthly. Engage a third-party auditor (e.g. a Big Four firm) for annual checks if the treasury is large.
Table – Key Security Measures for a Bitcoin Treasury
Measure
Purpose
Multisignature Wallets
Requires multiple keys to authorize transfers, reducing fraud risk.
Cold Storage (Offline)
Keeps majority of funds offline, safe from hacking.
Institutional Custody
Optional: third-party crypto custodian with insurance (e.g. BitGo).
Detailed Logging/Audit
Immutable record of all transactions for verification.
Automated Alerts
Notify management of large or suspicious transactions in real-time.
Combining these measures mitigates technical and operational risks (see Section 5 on risks).
4. Market Context and Strategic Considerations
4.1 Vietnam’s Stance on Crypto and Blockchain
The Vietnamese government’s view is pragmatic but cautious. On one hand, Vietnam has one of the world’s highest cryptocurrency adoption rates: Chainalysis ranks Vietnam among the top 5 globally in crypto usage for several years . The population is young and tech-savvy, driving high interest in blockchain and crypto (estimates suggest over 15–20% of Vietnamese have held crypto, with about 17 million owners ).
On the other hand, regulators worry about financial stability and illicit finance. Vietnam is working blockchain and crypto into its long-term digital economy strategy (e.g. Politburo Resolution 57/2024 calls for digital transformation by 2045). The new Digital Technology law and related regulations aim to create a formal framework for blockchain innovation with safeguards. It even offers tax incentives and subsidies for digital tech firms . In summary: the government acknowledges crypto’s popularity and potential, and is moving to regulate (not ban) it – which will favor compliant businesses.
4.2 Competitive and Cultural Landscape for Crypto Ventures
Competitive Landscape: Vietnam’s crypto market is still immature. There are few notable homegrown crypto firms besides some mining operations and over-the-counter traders. Most crypto activity is on foreign or regional platforms. However, Vietnam has a strong blockchain developer community (outsourcing software to global crypto projects) and hosts several crypto/fintech meetups. An overseas crypto company could find a niche by being early to market once regulations are clear.
Cultural Factors: Vietnamese traders are accustomed to high volatility and have embraced decentralized apps (DeFi, NFTs) via mobile. Trust in foreign technology is high, but trust in local financial products can be low (due to past scams). For a foreign business, establishing credibility is crucial. Engaging local advisors and partners can help bridge the cultural gap and demonstrate commitment.
Foreign vs Local Business: As a foreign-owned entity, you may face extra scrutiny (e.g. needing special approvals for a crypto exchange business) and sometimes higher capital requirements. But you may also enjoy advantages: international expertise, capital, and the novelty factor in Vietnamese media. The government is actively courting foreign blockchain investment, so being a reputable foreign player could receive a relatively warm welcome. Just be prepared for bureaucratic hurdles and plan longer timelines than a purely domestic startup.
4.3 Strategic Advantages and Barriers
Advantages:
High Adoption: Early access to a crypto-hungry population .
Incentives for Tech: Possible tax breaks or funding for digital startups under new laws .
Untapped Market: Low local competition in regulated crypto services; room to educate consumers.
Talent Pool: Growing pool of affordable blockchain developers and engineers in cities.
Barriers:
Regulatory Uncertainty: Rules still evolving (until 2026 law takes effect, plus sub-decrees) . Must adapt business model if scope changes.
Banking/Payments: No easy banking support for crypto flows (see 2.2), which complicates operations.
Legal Interpretation: Courts have found crypto is not legally recognized as property , which could deter some investment strategies.
Perception: Crypto still has a stigma of risk/scam; a treasury business must work extra to build trust (transparency, audits, etc.).
One strategic approach: join official pilot programs. Vietnam is planning a “regulatory sandbox” for crypto trading platforms . Participating in such pilots (when announced) can help shape regulations and signal good faith to regulators. Also, partnering with local fintech/blockchain associations can provide early regulatory insights and networking.
5. Risks and Compliance
5.1 Regulatory and Legal Risks
Policy Changes: Vietnam’s crypto laws are in flux. A strategy suitable today may need revision when the new law is implemented. Mitigation: Monitor legal developments closely (e.g. via legal counsel) and design flexibility (e.g. structuring business to allow pivot if needed).
Exchange Risk: Operating an unlicensed crypto exchange in Vietnam will be illegal and penalized under new rules . If planning to trade, do so through licensed international exchanges or await a local license scheme.
AML/CFT Compliance: As laws tighten, ensure all transactions comply with anti-money laundering regulations. Implement robust KYC on any customer/dealer interactions. The planned Digital Tech law explicitly includes AML provisions and KYC requirements for crypto services .
5.2 Technical and Security Risks
Cybersecurity: Loss or theft of private keys can wipe out the treasury. Mitigation: Use multisig and cold storage as described. Regularly test backups and recovery procedures.
Volatility: Bitcoin’s price risk is inherent. Define a risk limit (e.g. max % of treasury in BTC) and consider hedging if appropriate (using futures or options outside Vietnam). Don’t overexpose company funds. IFR commentary warns that companies treating Bitcoin as their sole business expose themselves to “a classic gamble” risking bankruptcy if prices crash . Treat crypto allocation as one tool in a diversified strategy.
Operational: Mistakes in transactions (e.g. sending to wrong address) are irreversible. Countermeasure: Use hardware wallets with address verification, require transaction sign-off by multiple executives, and conduct small test transfers for new counterparties.
5.3 Reputational Risks
Association with Scams: Crypto has a mixed reputation. Maintain clear communication: stress due diligence, regulation compliance, and professional governance. Avoid anything that could be construed as unregistered securities or Ponzi schemes.
Market Expectations: If Bitcoin prices fall, public perception of a Bitcoin-centric business can sour quickly. Prepare transparent reporting to shareholders and set realistic performance expectations (don’t promise guaranteed gains).
5.4 Staying Compliant in a Changing Environment
Legal Updates: Engage a local Vietnamese law firm with fintech experience to review business practices regularly. Stay informed of decrees and circulars following the 2026 law.
Regulator Engagement: Build good relations with regulators (e.g. SBV, MOF) by meeting them, attending consultations, and possibly joining industry groups. Consider participating in the government’s sandbox pilot for exchanges .
Internal Compliance Program: Even before detailed crypto rules, institute company-wide policies on anti-corruption, AML, data privacy, and consumer protection (the new law emphasizes user protection as well). Training staff on these policies is essential.
Audit and Reporting: Keep impeccable records. As regulations emerge, you may need to report holdings or transactions to authorities. Prepare internal reports that could easily be adapted for official filings. Early adoption of best-practice KYC/AML tools will smooth future license applications.
By proactively addressing these risks, a company can adapt as Vietnam’s framework matures. As IFR notes, Bitcoin treasury strategies are still new in Asia; prudent risk management (treating crypto as one asset among many) is advised .
6. Example Frameworks and Case Studies
No prominent Vietnamese company is publicly known for a Bitcoin treasury strategy (as the practice is new to the region). However, broader Asian examples illustrate the model:
Asia (Non-Vietnam) Case: Some public companies in Japan and Korea have adopted Bitcoin treasuries. For example, Japan’s Metaplanet (a hospitality firm) announced plans in 2025 to raise over $5 billion to accumulate Bitcoin, targeting 210,000 BTC by 2027 . Korean media company K Wave Media also launched a BTC accumulation strategy in mid-2025 . According to research, about 61 companies globally (over 20 in Asia) now hold Bitcoin as part of their balance sheet . These firms view Bitcoin as a diversification against USD exposure and a way to attract “tech-savvy” investors.
Global Context: U.S. examples like MicroStrategy (renamed Strategy) and Jack Dorsey’s Block set precedents for corporate treasury Bitcoin. Their experiences underline both the potential upside and the need for strong governance. Vietnam’s context differs (no local capital markets for crypto stocks yet), but these cases show a possible roadmap: raise capital (e.g. via equity or debt) specifically to buy Bitcoin, while retaining a clear core business.
Crypto-Native Models: In lieu of a corporate treasury, many crypto projects (like exchanges or blockchains) effectively hold Bitcoin as reserves. For instance, some Southeast Asian crypto exchanges maintain treasuries to support liquidity or staking services. These are not widely publicized but are analogous frameworks. Studying their approaches to custody, compliance, and community trust can inform a treasury strategy.
In summary, while Vietnam lacks a homegrown Bitcoin-treasury company to date, the regional trend and technical guidelines above can serve as a template. If Vietnam’s regulations continue liberalizing, more local ventures may emerge and benefit from this early strategic planning.
Sources: Authoritative legal, financial, and business publications (Vietnam Briefing, Vietnam Investment Review, leading crypto media, and legal firm analyses) were used to compile this guide , ensuring up-to-date and reliable information on Vietnam’s corporate and crypto environment.