Virtual currencies and digital assets are becoming increasingly prevalent in transactions and investment activities, particularly in the fields of technology and finance. However, the use of such assets as capital contributions to enterprises raises unresolved legal issues. At present, Vietnamese law has no specific regulations on this matter, leading to uncertainty regarding the legality of using them for capital contribution. Thus, can investors lawfully contribute capital using these assets? Are there any potential legal risks? The following article will clarify the relevant issues.
1. Legal nature of virtual currency and digital assets
According to Article 105 of the 2015 Civil Code, “assets” are defined as: objects, money, valuable papers, and property rights.
Accordingly, virtual currencies (cryptocurrencies) such as Bitcoin, Ethereum, etc. are not recognized as legal tender in Vietnam.
Under Official Letter No. 5747/NHNN-PC dated 21 July 2017 of the State Bank of Vietnam:
“Bitcoin, Litecoin and other similar virtual currencies are neither currencies nor legal means of payment in Vietnam.”
Furthermore, the Law on Digital Technology Industry 2025 (effective as of 1 January 2026) has initially codified the concept of “digital assets” as assets expressed in the form of digital data, created, issued, stored, transferred, and authenticated by digital technology, including:
- Virtual assets in electronic environments;
- Encrypted assets;
- Other digital assets.
This does not include: securities, legal tender in digital form, or other financial assets.
It is therefore evident that the concepts of “digital currency” or “cryptocurrency” have not yet been specifically regulated by law.
2. Is it permissible to contribute capital using virtual currency?
2.1 Capital contribution by virtual currency
Article 34 of the Law on Enterprises 2020 stipulates that assets contributed as capital include Vietnamese Dong, freely convertible foreign currencies, gold, land use rights, intellectual property rights, technologies, technical know-how, and other assets that can be valued in Vietnamese Dong.
Therefore, virtual currencies cannot be considered lawful assets for capital contribution because:
- They are not recognized as lawful assets under the Civil Code;
- They are not legal means of payment under regulations of the State Bank of Vietnam;
- They are not listed among the categories of capital contribution assets under the Law on Enterprises.
→ Consequently, the use of virtual currency for capital contribution in the establishment of enterprises or in offshore investment is not recognized under Vietnamese law.
2.2 Legal Risks
– Risk regarding legal validity: Capital contributions not recorded in the Enterprise Registration Certificate or in financial statements → The transaction may be deemed null and void.
– Risk of administrative or criminal penalties:
- Pursuant to Point d, Clause 6, Article 26 of Decree No. 88/2019/ND-CP, as amended and supplemented by Point d, Clause 15, Article 1 of Decree No. 143/2021/ND-CP, the act of issuing, supplying, or using illegal means of payment, if not to the extent of criminal prosecution, may be subject to a monetary fine ranging from VND 50 million to VND 100 million.
- If the act shows signs of money laundering, fraud, or misappropriation of assets, it may be subject to criminal prosecution under the Penal Code 2015 (as amended in 2017).
– Risk in dispute resolution:
- Since virtual currencies are not recognized as lawful assets, the Court may refuse to accept jurisdiction or decline to protect the rights and interests of the contributing party.
- Investors may lose their assets entirely if violations are sanctioned or disputes are brought to litigation.
– Risk regarding price volatility and anonymity:
- Cryptocurrencies are highly volatile in price, potentially leading to severe financial risks.
- The anonymity of virtual currencies makes tracing origins and controlling capital flows difficult, which may facilitate illicit activities.
3. Legal Gaps
– Terminologies such as “cryptocurrency,” “virtual currency,” and “digital asset” only appear in guiding documents or administrative instructions, which do not carry full legal effect.
– The Digital Technology Industry Law 2025 is the first legislative instrument that refers to “digital assets” as a lawful type of property. However:
- It does not provide clear regulations on valuation, transfer, or capital contribution by digital assets.
- It does not address cryptocurrencies such as Bitcoin or Ethereum, which are the most commonly used assets in investment practice.
- No specific implementing guidelines have been issued by the Ministry of Justice, the Ministry of Finance, or the State Bank of Vietnam.
– There is no mechanism for management, supervision, or establishment of ownership rights over virtual currencies or digital assets.
– There is no designated regulatory authority, leading to high risks in protecting investor rights.
4. Recommendations for Investors
- Investors should not use virtual currencies for capital contribution or formal investment in Vietnam, as such practices have not been legalized.
- Investors should refrain from speculative investment in digital assets in Vietnam and should wait for a clearer and stricter legal framework (valuation mechanism, registration, and transfer of digital assets, etc.) after the Digital Technology Industry Law 2025 takes effect.
- Investors may consider investing in jurisdictions where cryptocurrencies have been legalized, such as Singapore, Japan, and Thailand.
In the context of an evolving legal framework, investors should exercise caution and carefully assess risks before choosing capital contribution in the form of these assets. Once clearer regulations are established in the future, the application of virtual currencies and digital assets in investment activities will become more transparent and secure.
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TLA Law is a leading law firm with a team of highly experienced lawyers specializing in criminal, civil, corporate, marriage and family law, and more. We are committed to providing comprehensive legal support and answering all your legal questions. If you have any further questions, please do not hesitate to contact us.
1. Lawyer Vu Thi Phuong Thanh, Ha Noi Bar Association
Email: vtpthanh@tlalaw.vn
2. Lawyer Tran My Le, Ha Noi Bar Association
Email: tmle@tlalaw.vn
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