On 27 June 2025, as a foundational step for establishing an international financial hub in Vietnam, the National Assembly of Vietnam adopts the Resolution 222 on the International Financial Center (IFC) in Vietnam (specifically in Ho Chi Minh City and Da Nang City) (Resolution 222). However, when compared to international best practices, the Resolution reveals several weaknesses that may deter international investors.

Based on a comparative analysis, here are the main drawbacks:

Isolation from Vietnam domestic markets – Perhaps the most important benefits of investing in an IFC in Vietnam is the opportunity to access Vietnam domestic capital and financial market. Unfortunately, Resolution 222 does not clearly contemplate how an IFC member can invest or interact with Vietnam domestic capital and financial market. Without a better access to Vietnamese domestic markets, investors from regional financial centers may have less incentives to move to the IFC in Vietnam.
Unstable and unpredictable legal framework: Resolution 222 took effect from 1 September 2025. After five years, the legal framework contemplated by Resolution 222 will be reviewed by the National Assembly and may be replaced by a Law on International Financial Center. Existing projects can continue to operate under “existing” legal frameworks at such time. Given the amount of implementing legislation and the infrastructure required, it may take one to two years for the IFC to be up and running. Accordingly, investors may only have around three to four years to actually run theirs businesses before a potential new law will be issued. During the operation of the IFC, a regulation can be issued to limit the rights of IFC members to ensure “national interests” and “prevent threats against national security”. This provision is very broad and vague and could allow IFC regulators to change their regulations at any time.
Complex and Overlapping Governance: Instead of a streamlined "one-stop-shop" authority, the Resolution establishes a multi-agency management model, including an Operating Authority, a Supervisory Authority, and a separate dispute resolution body. Crucially, licensing for key sectors like insurance and securities remains with the Ministry of Finance and the State Securities Commission, creating bureaucratic overlap and undermining the promise of simplified administrative procedures.
Over-Reliance on Subsequent Regulations: Many critical details regarding the term of IFC, priority industries, criteria for incentives, foreign exchange and banking regulations, immigration and labour, and investment mechanisms are deferred to future government decrees. This creates significant uncertainty and delays for investors, who need a complete and predictable legal framework to make informed decisions.
No Breakthrough for the Capital Market: A critical omission is the lack of a provision for a separate, dedicated stock exchange within the IFC. A key feature of leading IFCs is a stock exchange where securities can be listed and traded in foreign currency, exclusively for international investors and IFC members. The Resolution's focus on niche markets like green finance or crypto may not be sufficient to build a major financial hub.
No favorable measure for loans from the IFC to the Vietnam market: The Resolution does not provide a special mechanism for loans originating from the IFC into the domestic Vietnamese market. It appears that such a loan would be treated as a standard foreign loan, subject to existing regulations. Accordingly, there is no inherent incentives for existing foreign lenders who operate out of existing regional financial hub like Hongkong or Singapore to move to the IFC in Vietnam. In addition, this misses an opportunity to create preferential treatment that would encourage domestic businesses to raise capital through the IFC, thereby boosting its activity and integration with the local economy.
Inadequate Legal and Dispute Resolution Framework: The framework creates legal uncertainty. The ability to apply foreign law is limited by a vague clause preventing anything "contrary to the fundamental principles of Vietnamese law." The Resolution also fails to provide for the automatic recognition of judgments from reputable foreign courts and limits international arbitration options, weakening investor confidence in legal recourse.
Unclear Role of Strategic Investors: The role of strategic investors appears to have been downgraded from a master developer of the entire IFC complex to simply "anchor tenants." This may lead to a lack of cohesive vision and fragmented infrastructure development, as there is no single entity responsible for the overall project's success.
Unclear definition and legal status of “IFC member”: The Resolution introduces the term "IFC Member" but fails to clarify its legal status. It is uncertain whether an IFC Member is considered an enterprise under Vietnam's Enterprise Law and Investment Law. This ambiguity creates questions about corporate governance, liability, and operational procedures. For instance, it is unclear where a holding company established by an IFC Member would be domiciled and whether it would also gain IFC membership status. In the case a commercial bank registers to be an IFC member, the competent authorities to accept such registration is unclear, and depending on subsequent guiding regulations.
Silence on the anti-money laundering framework in IFC: There should be specific regulations on preventing money laundering, terrorist financing, and financing the proliferation of weapons of mass destruction in accordance with international regulations and practices. At the same time, research should be conducted to have some exemptions and exceptions for low-risk countries or organizations.
Uncompetitive and Short-Term Tax Incentives: The proposed tax incentives are less attractive than those in other special economic zones in Vietnam. A significant flaw is that the personal income tax (PIT) exemption for foreign experts and managers is set to expire at the end of 2030. This short timeframe is a major disincentive for attracting and retaining the long-term global talent needed to build a successful IFC.

While Resolution 222 provides a basic framework, its success is contingent on the government's ability to address these shortcomings in its implementing decrees. To be truly competitive, the detailed regulations must be transparent, predictable, and compelling enough to convince the global financial community that Vietnam is a serious and secure destination for investment.

This blog is written by Ha Kieu Anh and Nguyen Quang Vu.

An AI “Deep Research” report by Gemini 2.5 on Resolution 222 can be found here.

Vietnam Business Law