Ho Chi Minh City, 19 August 2026
Key Takeaway
On 1 August 2026, the Government issued Decree No. 302/2026/ND-CP detailing certain provisions and measures for implementation of the Law on Commerce regarding the trading of goods through the Commodity Exchange (“Decree 302”), replacing Decree No. 158/2006/ND-CP and its amending and supplementing regulations (“Decree 158”). Decree 302 will take effect from 15 September 2026.
Compared to Decree 158, Decree 302 introduces various updates relating to the establishment and operation of the Commodity Exchanges, notably the addition of conditions for establishing the Commodity Exchange, the systematization of regulations on foreign investors’ participation, and the further clarification of market participants. These changes will directly affect businesses planning to establish, invest in, or participate in goods trading activities through the Commodity Exchanges in Vietnam.
What Has Changed?
1. Expansion of Conditions for Establishing the Commodity Exchange
Compared to Decree 158, Decree 302 clearly specifies that an applicant for the establishment of the Commodity Exchange must be an enterprise established in Vietnam and simultaneously satisfy the following requirements:
(a) The total capital contribution ratio of foreign investors must not exceed 49%. Accordingly, compared to Decree 158, the foreign ownership limit remains unchanged at 49%;
(b) The minimum charter capital is VND 1,500 billion, significantly higher than the minimum charter capital of VND 150 billion prescribed under Decree 158;
(c) The information technology system must satisfy requirements for safe, stable and secure management and operation, including the following key elements:
- An electronic trading platform ensuring smooth and secure operation, with the capacity to process and store trading data, order amendments, order cancellations and matching results in real time;
- Capable of connecting to and exchanging data with the Clearing House to ensure the accurate and timely performance of margining, clearing and settlement, and risk management activities in trading;
- A transaction monitoring system capable of monitoring, detecting, alerting and retaining data for the management and supervision of goods trading activities;
- Requirements for cybersecurity, information and network security, and data security, particularly compliance with regulations on personal data protection, as well as backup measures to ensure technical standards and system recovery capabilities in the event of incidents;
- The ability to connect with members and competent state authorities, ensuring openness, security and synchronization, and providing accurate and transparent data;
- Detailed information technology system requirements as prescribed in Appendix III issued together with Decree 302.
(d) Have an organizational and operational model for the Commodity Exchange and a solution and roadmap for listing goods produced in Vietnam; and
(e) Have a draft Charter that satisfies the requirements of Decree No. 302.
Regarding the authority responsible for issuing the License for Establishment of the Commodity Exchange, the Ministry of Industry and Trade will continue to be the authority responsible for receiving and appraising the application dossier. During the appraisal process, the Ministry of Industry and Trade will take the lead and coordinate with relevant ministries and authorities, such as the Ministry of Finance, the State Bank of Vietnam, and the Ministry of Public Security, etc in accordance with their respective functions and duties prescribed under Decree No. 302, to assess the application dossier.
Practical implications: The supplement of requirements concerning the information technology system, operating model and goods listing plan indicates that enterprises will no longer only need to satisfy capital requirements to be considered for licensing. Enterprises planning to establish the Commodity Exchange should prepare the necessary technology infrastructure, governance mechanisms and operating plan from the stage of preparing the establishment application dossier.
For foreign investors considering investment in this sector, the 49% foreign ownership limit and the minimum charter capital of VND 1,500 billion are also factors that should be considered when developing the investment structure.
2. Systematization of Foreign Investment Regulations
Decree 302 dedicates Article 18 specifically to foreign investment in the field of goods trading through Commodity Exchanges.
In terms of substance, Decree 302 does not change the maximum 49% foreign ownership limit in the Commodity Exchange. However, the new regulations systematize the forms of participation by foreign investors, including:
- Contributing capital to an enterprise licensed to establish the Commodity Exchange;
- Establishing a foreign-invested enterprise to apply for the establishment of the Commodity Exchange, provided that the conditions under Decree 302 are satisfied;
- Registering to become a member of the Commodity Exchange; and
- Participating in goods trading through the Commodity Exchange in Vietnam where an account has been opened with a commercial bank or foreign bank branch in Vietnam.
Why Does This Matter?
Although Decree 302 does not expand the scope of foreign investors’ investment, it establishes a more complete and clearer regulatory framework for the forms of market participation. This enables foreign-invested enterprises (FDI) to more readily determine their investment model and applicable legal basis when planning to participate in the goods trading market in Vietnam.
3. Expansion of Membership Structure of Commodity Exchange and Additional Compliance Obligations
In addition to trading members and broker members as previously provided, Decree 302 introduces depository and goods delivery/receipt members, which are organizations designated by the Commodity Exchange to conduct the depository, storage, and delivery/receipt of goods for transactions involving physical delivery.
In addition, Decree 302 introduces obligations for trading members and broker members to comply with personal data protection laws and ensure the safety and confidentiality of customer information during its collection, storage, use and processing. They must also not disclose customers’ personal information, except where disclosure is required by a competent state authority in accordance with the law.
Practical implications: The introduction of depository and goods delivery/receipt members shows that Decree 302 not only regulates trading activities but also expressly recognizes the entities participating in the depository and delivery/receipt process for transactions conducted through physical delivery.
At the same time, the incorporation of personal data protection compliance obligations reflects the trend of integrating new compliance requirements into the operations of Commodity Exchange’s members. The trading members and broker members should review their customer data management procedures to ensure compliance with applicable regulations.
Recommended Actions for Businesses
Businesses, particularly FDI enterprises, should:
- Review their investment plans if they intend to establish, contribute capital to, or participate in the Commodity Exchange in Vietnam to ensure compliance with the conditions under Decree 302.
- Prepare information technology systems, governance mechanisms and risk management measures in line with the new licensing requirements.
- Review customer data management procedures and internal regulations to ensure that the collection, storage, use, processing and protection of personal information comply with applicable laws, particularly for businesses operating as trading members or broker members of the Commodity Exchange.
Our Observations
Decree 302 further develops the legal framework governing the trading of goods through Commodity Exchanges, particularly with respect to the conditions for establishing Commodity Exchanges, mechanisms for foreign investors’ participation, and responsibilities of members. Businesses, particularly FDI, should proactively review their investment plans, operating models and compliance systems to ensure compliance with the new requirements and mitigate legal risks when participating in the market.
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Read the previous Regulatory Notes here: Part 1 | Part 2
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If you would like to discuss how these regulatory changes apply to your business or require tailored compliance advice, please get in touch with our team.
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