A few comments on Vietnam’s Legal Concept of Digital Assets
In recent years, digital assets have been at the forefront of regulatory discussions worldwide. Vietnam is also making an effort to create a legal framework for its 100-billion-dollar market with the issuance of the 2025 Law on Digital Technology Industry – which is the first to introduce the legal definition of “digital assets”, and the Resolution 05/2025/NQ-CP greenlighting pilot program for the cryptographic digital assets market (Resolution 05/2025).
With the effective date of the Law on Digital Technology Industry fast approaching, we have a few comments on the current legal concept of digital assets in Vietnam, which we find to be rudimentary and raises more questions than answers.
To provide essential background for the following discussion, it should be noted that prior to the Law on Digital Technology Industry, under Vietnamese law, only the following are recognised as assets: objects, money, valuable instruments, and property rights.
Ambiguous definition of digital assets
“Digital assets are assets under the Civil Code, expressed in digital form, [and] created, issued, stored, transferred and verified by digital technology on electronic environments.”
The above definition of “digital assets” from the Law on Digital Technology Industry can arguably be interpreted in at least two ways:
Interpretation 1: Digital asset is a mere digital representation of an underlying asset (being one of the four types of assets under the Civil Code), or
Interpretation 2: Digital asset is [something] expressed in digital data form and managed via technology, and itself is recognised as an asset under the Civil Code.
Regarding the former interpretation, although being called an “asset” in its name, it is unclear:
if the digital representation of an asset is also considered an asset under the Civil Code, and if so, which category of asset it would fall into; and
what the legal relation between the underlying asset and its digital representation is, and how it is formed (e.g., by contract (if so, then with whom) or by law).
Regarding the latter interpretation, it is unclear what category of asset a digital asset would fall into (i.e., object, money, valuable paper, or property rights).
Irrelevant and confusing criteria for differentiating digital assets
Based on use case, technology, and other criteria, digital assets in Vietnam are generally classified into three categories:
Virtual assets on electronic environments (Virtual Assets), which are defined as digital assets that could be used for trading or investment (excluding securities, digital form of legal tender, and other financial assets);
Cryptographic assets (Crypto Assets), which are defined as digital assets utilising cryptographic technology or digital technology with similar functionality to verify the [digital] assets during the process of creating, issuing, storing, and transferring (excluding securities, digital form of legal tender, and other financial assets); and
Other digital assets.
Regarding Virtual Assets,
the definition of Virtual Assets failed to cover the “virtual” and “on electronic environments” aspects of the Virtual Assets that make them distinctive from other types of digital assets. Rather, the law only mentions Virtual Assets’ tradability and ‘investable-ness’ as their differentiating factor, which has nothing to do with the “virtual” nor “on electronic environments” aspects; and
it is unclear whether the ability of being used for trading or investment in the definition of Virtual Assets refers to the legal sense or technical sense. We argue that since everything is technically tradable, the latter interpretation would pretty much cover all digital assets. But if the former interpretation is intended by the authority, then there would technically be a digital asset that satisfies the technical requirements of a Virtual Asset (if any) but is not considered a Virtual Asset just because of its legality. We argue that the law should differentiate between (a) recognising and defining something for what it is and (b) governing the legality of creating, owning, using, and trading it.
Regarding Crypto Assets, it seems that its only differentiating factor is the usage of cryptography. In other words, Crypto Assets should be similar to any other digital assets except for the use of cryptography. On the other hand, Resolution 05/2025 stipulates that Crypto Assets must be issued based on a reference asset being a real asset (also commonly referred to as a real-world asset) (RWA), excluding securities and legal tender. This raises the question of whether all digital assets are also just a digital representation of RWA (which is Interpretation 1 of the definition of digital assets discussed above).
Conclusion
As Vietnam’s legal framework for digital assets is still in its early days, we look forward to further clarification and guidance from the government. Since digital assets are being owned and traded by not only sophisticated investors and businesses but also everyday normal people, resolving these legal uncertainties is essential not only for compliance and dispute resolution but also for fostering public trust and market stability.
This blog post is written by Le Thanh Nhat.