The Legal Status of Digital Assets in Vietnam: Practical Challenges Under the 2025 Digital Industry Law and Resolution 05/2025, and Implications for Foreign Investors
Attorney admitted in Vietnam
NEXORA Law Firm — Managing Attorney
Attorney admitted in Vietnam
Mediator, Bankruptcy Trustee, Outside Statutory Auditor
Table of Contents
01 - The Intersection of Digital Assets and the Traditional Legal System
02 - Position Within the Civil Code Framework
03 - The Definition of Digital Assets — Two Possible Interpretations
04 - Problems With the Classification
05 - Conclusion
06 - Practical Points to Note (Particularly for Foreign Investors)
The concept of a "digital asset" in Vietnam was, for the first time, given express statutory definition through the 2025 Digital Industry Law and Resolution No. 05/2025/NQ-CP. This article examines, from the perspective of a foreign investor, consistency with the Civil Code framework, the problem of classifying virtual assets and crypto assets backed by real-world assets (RWA), the impact on investment and cross-border transactions, and the practical legal risks involved.
01 - The Intersection of Digital Assets and the Traditional Legal System
Amid the rapid global advance of digital transformation, digital assets have come to play an important role in investment, commercial transactions, and asset management. New asset models — crypto assets, tokenized assets, and models based on data or platforms — are diversifying at a rapid pace.
However, this development poses a major challenge to traditional legal systems, because many legal systems have been built on traditional concepts of property such as:
Tangible property
Money
Securities
Traditional property rights
In Vietnam too, the digital asset market is estimated to have reached a scale of tens of billions of US dollars. This makes it urgent to build a clear legal framework capable of both properly regulating the market and promoting its development.
Against this backdrop, two important legislative developments have occurred:
For the first time, the 2025 Digital Industry Law expressly set out a definition of "digital assets"
Resolution No. 05/2025/NQ-CP introduced a pilot regime for the crypto digital asset market
These can be regarded as a significant legislative advance. However, on closer examination, the content of the definitions remains highly abstract, and it is difficult to say that the legal character of digital assets has been sufficiently clarified.
The current provisions are, at this stage, better understood as raising new legal questions rather than providing concrete practical guidance.
02 - Position Within the Civil Code Framework
To consider the significance of digital assets, it is necessary to examine their relationship with the existing Civil Code framework.
Before the enactment of the Digital Industry Law, Vietnam's Civil Code limited "property" to the following four categories:
Objects (things)
Money
Securities
Property rights
This reflects a traditional legislative approach that ties property either to tangible objects or to clearly established legal rights.
Within that framework, objects that exist purely as data — generated, stored, and transferred within an electronic environment — had not consistently been expressly recognized as property.
Accordingly, the introduction of the concept of a "digital asset" is an important step. At the same time, however, it raises the sophisticated question of how this concept is to be reconciled with the Civil Code framework.
The way this definition is structured will have a direct bearing on future civil, commercial, and investment practice.
03 - The Definition of Digital Assets — Two Possible Interpretations
The Digital Industry Law defines a digital asset as follows:
"Property under the Civil Code that is represented in digital form within an electronic environment, and that is generated, issued, stored, transferred, and verified by means of digital technology."
This definition is open to at least two possible interpretations.
3.1. First Interpretation: A Digital Representation of Existing Property
Under this interpretation, a digital asset is not a new category of property, but merely the digital form of existing property.
That is, property falling within one of the four categories under the Civil Code is understood as simply being represented by digital technology.
However, this interpretation leaves the following questions unresolved:
Is the digital form itself to be regarded as independent property?
If so, which category of property does it belong to?
Is the legal relationship between the underlying asset and its digital representation established by statute, or by contract?
If it is contractual, how are the parties and the scope of their rights and obligations to be determined?
3.2. Second Interpretation: An Independent New Category of Property
The other interpretation treats a digital asset as an independent form of property that exists as data and is managed and verified through technology.
However, even under this interpretation, the following points remain unclear:
Under which category of the Civil Code is a digital asset to be classified?
Is a new, independent legal regime for a new category of property right required?
Under either interpretation, the current definition is not sufficiently clear to serve as a basis for uniform application.
04 - Problems With the Classification
Current law classifies digital assets broadly into three categories:
Virtual assets
Crypto assets
Other digital assets
However, this classification also leaves room for confusion.
4.1. The Concept of a "Virtual Asset"
A virtual asset is defined as a digital asset that can be used for trading or investment (excluding securities and legal-tender digital currency).
The problem is that the classification criterion is based not on the "nature" of the asset but on its "usability for trading or investment."
The question that must be asked here is:
Does "usable" refer to technical feasibility?
Or does it mean that it is legally permitted?
From a technical standpoint, many digital assets can indeed be traded. But if an asset is not legally permitted to be traded, is it therefore not a virtual asset?
As a matter of legislative design, "the nature of the object" and "the lawfulness of the act" should be treated separately.
4.2. Crypto Assets and Real-World Assets (RWA)
Resolution No. 05/2025 requires that a crypto asset be issued backed by a real-world asset (an "RWA").
This raises the following questions:
Are digital assets, in principle, limited to digital representations of real-world assets?
Is this consistent with the purely digital asset models that have become common in international markets?
If a link to a real-world asset is treated as a precondition, many internationally common models risk being placed in a legal "gray zone."
05 - Conclusion
The legal framework for digital assets in Vietnam remains a work in progress. Codifying the definition is an important step, but further clarification is still needed with respect to the legal character of digital assets, their relationship to the Civil Code framework, and their classification and applicable regime.
Clarifying the legal nature of digital assets is not merely a theoretical exercise. It is a precondition for:
Uniform application of the law
Prevention of disputes
Reduction of compliance risk
Establishment of market trust
06 - Practical Points to Note (Particularly for Foreign Investors)
While the current regime remains in a transitional stage, investors should bear the following points in mind:
Do not rely solely on commercial labels or technical classification; carefully examine the asset's property character under the Civil Code
Scrutinize investment conditions, licensing requirements, and market access restrictions applicable to cross-border models
Distinguish between recognition of the concept of a digital asset and the legality of the related activity
Continuously monitor developments under the pilot regime and evolving practical operation
Obtain advice from local experts from the earliest stage of transaction design