Drafting the Digital Asset Law: Unlocking New Resources for Growth
For digital assets to truly become a resource for the economy, Vietnam needs to refine its legal framework, classify assets based on their true nature, and standardize underlying assets, data, and investor protection mechanisms. These key points were emphasized by Ms. Nguyen Van Hien, Vice President and General Secretary of the Vietnam Blockchain and Digital Assets Association, during an interview with the Financial and Investment Newspaper.
Reporter: The overall master plan for reforming Vietnam’s financial market—aligned with achieving high and continuous growth targets through 2045—includes guidelines for drafting a Digital Asset Law. What opportunities will this open up for Vietnam’s blockchain and digital asset market?
Ms. Nguyen Van Hien: The most important point of the plan is that digital assets and blockchain have been placed within the overall financial market reform, rather than being viewed as an isolated technology sector. Under this framework, legislation regarding digital assets and crypto assets will be researched and drafted between 2028 and 2029.
A complete and increasingly tight legal corridor will open up four major opportunities:
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Building a clear legal foundation: This will allow regulators to classify each asset type and apply appropriate management mechanisms accordingly.
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Expanding products and capital mobilization channels for the economy: The plan sets out a roadmap from regulatory sandboxes to digitized securities, real-world asset (RWA) tokenization, digitized bonds, digitized investment funds, and custody and settlement services operating on distributed ledger technology (DLT). Concurrently, regulations governing securities, real estate, housing, land, civil law, and foreign exchange will be reviewed to pave the way for new product developments and international capital inflows.
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Forming a diverse digital financial services ecosystem: Once digital products are legally recognized and categorized, the market will require not just trading exchanges, but also custodial organizations, settlement providers, audit firms, valuation agencies, data analytics services, cybersecurity providers, and technical infrastructure developers.
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Enhancing trust and attracting institutional capital: Banks, investment funds, insurance companies, and foreign investors typically only enter the market when asset rights, custody mechanisms, risk handling procedures, and legal liabilities are established. A Digital Asset Law designed synchronously with specialized sectoral laws can serve as the foundation for these institutional players to participate on a larger scale with long-term horizons.
Reporter: In your view, what criteria should the Digital Asset Law use to classify crypto assets to accurately reflect their true nature while preventing overlap with securities, banking, and civil laws?
Ms. Nguyen Van Hien: I believe the Digital Asset Law needs to specify the three groups of crypto assets already outlined by the Government in Decision 1413/QD-TTg:
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Crypto assets used for payment;
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Utility tokens;
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Security tokens / digitized real-world assets (RWA).
Asset classification should be based on economic function, holder rights, and issuer obligations, rather than relying solely on the token’s name.
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For payment crypto assets: The primary criterion is whether the token is used to transfer value, pay for goods and services, or maintain a stable value. The law needs to consider backing assets, redemption rights, issuer repayment obligations, and scope of use. Tokens functioning similarly to payment instruments or e-money must align with banking, payment, foreign exchange, and anti-money laundering (AML) laws.
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For utility tokens: The main criterion is the right to access or use a specific product or service. If a token simultaneously grants rights to profits or cash flows, or is issued primarily to raise capital, it must be regulated according to its underlying nature.
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For security tokens / RWAs: The law must clearly identify the rights represented by the token and its underlying asset. If it carries the nature of shares, bonds, or fund certificates, securities law should take precedence.
To minimize legal overlap, the Law should establish the principle of “classification by primary economic nature and application of the corresponding specialized law”:
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Payment-focused assets will be primarily governed by banking and payment laws;
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Utility tokens will connect with civil, commercial, consumer protection, and data laws;
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Security tokens / RWAs will fall under securities law, civil law, and specialized laws governing the underlying assets (such as land, real estate, or commodities).
For multi-functional tokens, corresponding legal obligations should apply simultaneously, or the primary function should be determined based on product design, issuance structure, and the actual rights of buyers.
Reporter: To turn digital assets into a resource for economic growth, which priority policies should Vietnam focus on to promote real-world asset tokenization, capital mobilization, and new business models?
Ms. Nguyen Van Hien: To promote real-world asset tokenization and make RWA an effective capital mobilization channel for the economy, I believe policies should focus on four priority areas:
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Standardizing legal structures and assets: Clear regulations are needed on which asset types qualify for tokenization, ownership rights, legal status, collateral assets, and the rights represented by the tokens. Only assets with clear documentation, verifiable status, and appraisable value should be brought onto RWA platforms.
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Standardizing data and reporting regimes: Businesses must harmonize data regarding financials, cash flows, valuations, and collateral, while establishing regular update mechanisms so regulators and investors can verify the correspondence between tokens and underlying assets.
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Enhancing compliance capacity and risk management: Policy should mandate the integration of KYC (Know Your Customer), AML, custody, operational permissioning, and transaction monitoring right from product design. Roles and responsibilities must also be clearly demarcated between asset owners, issuers, custodians, and distribution platforms.
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Developing product and investor strategies: In the initial phase, priority should be given to relatively structured products such as bonds, funds, loans, or cash-flow-generating assets. Target investor segments should also be carefully selected, prioritizing institutional, professional, and international investors first.（Vietnam Crypto Exchange）
Reporter: Thank you very much!