Nguyen Danh Cong – Partner
Nguyen Thi Thuy Tien – Associate
1. Regulations on Commodity Exchanges
The establishment of Commodity Exchanges is currently governed by Decree No. 158/2006/ND-CP dated 28 December, 2006, detailing the implementation of the Commercial Law on the purchase and sale of goods through Commodity Exchanges. However, as of 15 September, 2026, Decree No. 302/2026/ND-CP issued by the Government on 1 August, 2026 on the establishment of Commodity Exchanges (“Decree 302“) will replace Decree No. 158/2006/ND-CP.
Please note that the Commodity Exchanges within the Vietnam International Financial Center is not within the scope of Decree 302.
2. Conditions for the establishment of Commodity Exchanges
Under Decree 302, an enterprise applying to establish a Commodity Exchange must satisfy the following conditions:
- Being an enterprise established in Vietnam; in the case of a foreign – invested enterprise, the total contributed capital ratio of foreign investors must not exceed 49%.
- Charter capital of VND 1,500 billion or more.
- Having an information technology system that meets the requirements for safe, stable and secure management and operation, including mainly the following contents:
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- An electronic trading platform ensuring smooth, safe operation, capable of processing and storing trading data, order amendments, order cancellations, and matching results in real time;
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- Being capable of connecting and exchanging data with the Clearing Center to ensure that margin, clearing and risk management activities in transactions are carried out accurately and in a timely manner;
Clearing Center:
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- An intermediary organization that carries out clearing activities for the purchase and sale of goods through the Commodity Exchange;
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- An enterprise established under the Law on Enterprises with a minimum charter capital of VND 500 billion, having an information technology system that meets the prescribed requirements and is compatible with, and connected to, the information technology system of the Commodity Exchange;
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- The Ministry of Industry and Trade shall appraise the dossier and approve the organization satisfying the conditions to act as the Clearing Center.
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- A transaction monitoring system capable of tracking, detecting, warning and storing data to serve the management and supervision of commodity trading activities;
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- Requirements on cybersecurity, network information security, data security and backup ensuring technical standards and the ability to restore the system in the event of an incident;
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- Being capable of connecting with members and state management agencies to ensure openness, safety, synchronization, and the provision of accurate and transparent data.
- Having an operational model and organizational structure for the Commodity Exchange, and a plan and roadmap for listing goods manufactured in Vietnam.
- Having a Draft Operating Charter of that satisfies the provisions of Decree 302.
3. Procedures for granting the License for Establishment of a Commodity Exchange
- Licensing authority: Ministry of Industry and Trade
- Licensing procedure:
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- The enterprise shall submit 01 set of dossier to the Ministry of Industry and Trade by one of three methods: direct submission; via postal service; or via the National Public Service Portal.
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- If the dossier is invalid, within 05 working days from the date of receipt of the dossier, the Ministry of Industry and Trade shall issue a written request for the enterprise to amend and supplement it;
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- Within 30 working days from the date of receiving such written request, the enterprise is responsible for supplementing the dossier and submitting it to the Ministry of Industry and Trade;
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- Within 30 working days from the date of receiving a valid dossier, the Ministry of Industry and Trade is responsible for appraising, issuing the License for Establishment of a Commodity Exchange, and approving the Operating Charter of the Commodity Exchange, in cases where all prescribed conditions are satisfied.
In the case of refusal to grant the License, the Ministry of Industry and Trade shall respond in writing, clearly stating the reasons for refusal.
Note: During the appraisal process, the Ministry of Industry and Trade shall take the lead and coordinate with relevant ministries and sectors (the Ministry of Finance, the State Bank, the Ministry of Public Security, other relevant ministries, ministerial-level agencies, and the People’s Committees of relevant provinces/centrally-run cities) to evaluate the dossier for establishment of the Commodity Exchange.
The time limit for a written response shall not exceed 07 working days.
4. Transitional provisions
Applicable to Commodity Exchanges that have been licensed for establishment and have been operating before the effective date of Decree 302, dated 15 September, 2026:
- Compliance period: Within 12 months from 15 September, 2026, these Commodity Exchanges are responsible for fully satisfying the conditions stipulated in Article 5 of Decree 302 (increasing charter capital to the new minimum of VND 1,500 billion; completing the information technology system; finalizing the Operating Charter in accordance with the new regulations, etc.)
- If, upon expiry of the 12-month period, such Commodity Exchange fails to satisfy the above conditions, the Ministry of Industry and Trade shall:
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- Issue a written request for the Commodity Exchange to close out positions and settle financial obligations and other obligations arising from transactions that were legally established;
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- From the time of receiving the written request, the Commodity Exchange shall not be permitted to organize any new trading activities; and
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- After completing the settlement of transactions and the rights and obligations arising prior to the time of revocation of the License, the Ministry of Industry and Trade shall decide to revoke the License in accordance with Article 12 of Decree 302.
5. Comparative assessment
Compared to Decree 158/2006/ND-CP, the legal framework for the establishment of Commodity Exchanges under Decree 302 has been made more comprehensive, in the direction of raising capacity standards while simplifying licensing procedures, ensuring transaction safety appropriate to the market scale, which has grown significantly in recent years. Specifically:
- Raising financial capacity and infrastructure standards: The minimum charter capital has increased from VND 150 billion to VND 1,500 billion; higher requirements on technical, technological infrastructure and system security, ensuring transparent and safe operation as the market becomes internationally interconnected;
- Clearer division of state management responsibilities: The Ministry of Industry and Trade acts as the lead agency, coordinating with the Ministry of Finance, the State Bank, the Ministry of Public Security, other relevant ministries, ministerial-level agencies, and relevant provincial/centrally-run city People’s Committees;
- Simplification of procedures: Shortening the licensing period from 45 days to 30 days and digitizing 100% of the dossier submission process;
- A reasonable transitional roadmap: 12 months for existing enterprises to adapt, without disruption to their operations.
6. Recommendations
- For enterprises
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- Enterprises planning to establish a Commodity Exchange: Prepare required charter capital early to meet the new minimum level and invest in suitable technical infrastructure.
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- Enterprises currently operating an existing Commodity Exchange: Proactively review financial capacity, technical infrastructure, and the content of the Operating Charter in order to promptly supplement and meet the new establishment conditions within the transitional period, so as to avoid future operational disruption.
- For investors
If an investor is currently investing, or plans to invest, in a Commodity Exchange in the coming period, particularly during the 12-month transitional period, the investor should review and work closely with the enterprise to clearly understand its specific plans and roadmap for meeting the new establishment conditions under Decree 302, thereby assessing its ability to comply and the feasibility thereof, in order to minimize risk and best protect its interests in the enterprise.
