Decree 302/2026/ND-CP implementation of Commercial Law on commodity exchange transactions

DECREE

Detailing a number of articles of, and providing measures to implement, the Commercial Law regarding trade-in-goods activities through Commodity Exchanges^[1]

Pursuant to Law No. 63/2025/QH15 on Organisation of the Government;

Pursuant to Commercial Law No. 36/2005/QH11;

At the proposal of the Minister of Industry and Trade;

The Government promulgates the Decree detailing a number of articles of, and providing measures to implement, the Commercial Law regarding trade-in-goods activities through Commodity Exchanges.

Chapter I

GENERAL PROVISIONS

Article 1. Scope of regulation

This Decree details a number of articles of, and provides measures to implement, the Commercial Law regarding trade-in-goods activities through Commodity Exchanges, including:

1. Trade-in-goods activities through Commodity Exchanges.

2. Conditions for the establishment of a Commodity Exchange, powers and responsibilities of a Commodity Exchange, and approval of the Operation Charter of a Commodity Exchange.

3. Conditions for the operation of traders engaged in trade-in-goods brokerage through Commodity Exchanges.

4. Management measures in emergency cases.

5. The right to carry out trade-in-goods activities through overseas Commodity Exchanges.

Article 2. Subjects of application

This Decree applies to Commodity Exchanges and other organisations and individuals involved in trade-in-goods activities through Commodity Exchanges.

Article 3. Interpretation of terms

In this Decree, the terms below are construed as follows:

1. Operation Charter of a Commodity Exchange (below referred to as Operation Charter) means rules governing trading activities of the Commodity Exchange, its members and other entities involved in trade-in-goods activities through the Commodity Exchange.

2. Operation Charter of a Clearing Centre means rules governing clearing activities of the Clearing Centre and other entities involved in trade-in-goods activities through a Commodity Exchange.

3. Customer means an organisation or individual other than a member of a Commodity Exchange that carries out trade-in-goods activities through the Commodity Exchange through its member.

4. Trading order means a request sent by a customer or member through the electronic transaction system of a Commodity Exchange, expressing an intention to buy or sell goods through the Commodity Exchange; complies with the provisions on data messages of the law on electronic transactions; is as legally valid as a paper document; and serves as a basis for establishing the rights and obligations of the parties.

5. First trading day means the day on which a forward contract or an option contract is listed for trading commencement.

6. Last trading day means the final day on which a forward contract or an option contract is permitted to be traded.

7. Membership security measure means a member’s depositing of a money amount into a payment account opened at a bank of a Commodity Exchange, or use of valuable papers (owned by that member) under the regulations on security for obligation performance, in order to secure its membership status at the Commodity Exchange.

8. Transaction margining means a customer or member’s depositing of a money amount into a designated account under the regulations of a Commodity Exchange in order to secure the execution of a transaction.

9. Membership fee means a money amount payable by a member to a Commodity Exchange in accordance with the Operation Charter of the Commodity Exchange.

10. Transaction fee means a money amount charged by a member or Commodity Exchange for each transaction.

11. Contract maturity month means the month in which a contract expires and the contracting parties are required to make payment or deliver goods for performance of the contract.

12. Contract liquidation means payment for all contractual obligations that is mandatory for the contracting parties.

13. Interoperability means the connection of the operation of Commodity Exchanges, enabling customers of one Commodity Exchange to trade in contracts listed by another Commodity Exchange.

14. Clearing for trade-in-goods transactions through a Commodity Exchange means the process of conducting operations of margining, reconciliation, transaction confirmation, position management, clearing, determination of payment liability, and transfer of money or transfer of money together with underlying goods on the payment date under regulations.

Article 4. State management

1. The Government shall uniformly manage trade-in-goods activities through Commodity Exchanges.

2. The Ministry of Industry and Trade shall take responsibility before the Government for performing the state management of trade-in-goods activities through Commodity Exchanges, specifically as follows:

a/ To submit to the Government for promulgation, or promulgate according to its competence, legal documents on trade-in-goods activities through Commodity Exchanges;

b/ To decide on the establishment and operation of Commodity Exchanges; to approve the Operation Charter, and modify and supplement or re-issue establishment licences of Commodity Exchanges;

c/ To appraise conditions for and approve organisations that qualify as Clearing Centres;

d/ To carry out interoperability registration procedures for Commodity Exchanges;

dd/ To implement necessary management measures in emergency cases;

e/ To organise the inspection of trade-in-goods-related activities through Commodity Exchanges;

g/ To manage and supervise the market for trade-in-goods activities through Commodity Exchanges, margining, payment, contract liquidation and risk management;

h/ To perform other state management tasks within the ambit of its functions, tasks and powers.

3. The Ministry of Finance shall perform the state management of commodity transactions, specifically as follows:

a/ To coordinate with the Ministry of Industry and Trade in verifying the feasibility of the establishment of a Commodity Exchange;

b/ To coordinate with the Ministry of Industry and Trade in managing and supervising the market for trade-in-goods activities through Commodity Exchanges, margining, payment, contract liquidation and risk management.

4. The State Bank of Viet Nam shall coordinate with the Ministry of Industry and Trade in managing payment and money transfer abroad relating to trade-in-goods activities through overseas commodity exchanges that are conducted through Viet Nam-based Commodity Exchanges that are interoperable with overseas Commodity Exchanges.

5. The Ministry of Public Security shall coordinate with related agencies in verifying information technology systems of Commodity Exchanges and assessing impacts on economic-financial security and social order and safety in cases of market disruption; and assume the prime responsibility for preventing, detecting, investigating and handling violations of law and crimes relating to cybersecurity, cyberinformation security, data security and other fields within the ambit of its functions, tasks and powers.

6. Ministries, ministerial-level agencies and provincial-level People’s Committees shall, within the ambit of their functions, tasks and powers, manage trade-in-goods activities through Commodity Exchanges.

Chapter II

ESTABLISHMENT OF COMMODITY EXCHANGES

Article 5. Conditions for establishment of a Commodity Exchange

An enterprise applying for the establishment of a Commodity Exchange must satisfy the following conditions:

1. Being established in Viet Nam; if it is a foreign-invested enterprise, the aggregate holding rate of foreign investors must not exceed 49%.

2. Having the charter capital of VND 1,500,000,000,000 (one trillion and five hundred billion Vietnam dong) or more.

3. Having an information technology system that satisfies the requirements for safe, stable and secure management and operation, specifically as follows:

a/ The electronic transaction platform ensures uninterrupted and safe operation and is capable of processing and storing data on transactions, modifying and cancelling orders and order-matching results based on real time;

b/ The information technology system is capable of being connected and exchanging data with a Clearing Centre to ensure that margining, clearing and transaction risk management activities are carried out accurately and promptly;

c/ The transaction monitoring system is capable of monitoring, detecting, issuing alerts and storing data to serve the management and supervision of commodity trading activities;

d/ The requirements on cybersecurity, cyberinformation security, data security and contingency conform with technical standards and ensure the ability to restore the system upon the occurrence of an incident;

dd/ The information technology system is capable of being connected with members and state management agencies in a manner that ensures openness, security and synchronisation and provides accurate and transparent data.

Detailed requirements for the information technology system are provided in Appendix III to this Decree.

4. Having the model and organisational structure of a Commodity Exchange, together with solutions and a roadmap for listing goods produced in Viet Nam.

5. Having a draft Operation Charter that complies with Article 13 of this Decree.

Article 6. Dossier of application for establishment of a Commodity Exchange

1. An application for establishment of a Commodity Exchange, made according to Form 01.GDN provided in Appendix I to this Decree.

2. A report describing the information technology system and documents proving the applicant’s satisfaction of the conditions for an information technology system as specified in Clause 3, Article 5 of this Decree.

3. A scheme on the operation model and organisational structure of the Commodity Exchange and solutions and roadmap for listing goods produced in Viet Nam for 5 years.

4. A draft Operation Charter of the Commodity Exchange as specified in Article 13 of this Decree.

The Ministry of Industry and Trade shall guide in detail Clauses 2 and 3 of this Article.

Article 7. Issuance of a commodity exchange establishment licence

1. The Ministry of Industry and Trade shall receive dossiers of application for establishment of Commodity Exchanges and verify such dossiers and the conditions for establishment of a Commodity Exchange in accordance with this Decree.

2. During the verification, the Ministry of Industry and Trade shall assume the prime responsibility for, and coordinate with related ministries and sectors in, evaluating dossiers of application for establishment of Commodity Exchanges within the ambit of their functions and tasks specified in Article 4 of this Decree. The time limit for ministries and sectors to issue a written reply is 7 working days.

3. Procedures for issuance of a commodity exchange establishment licence

a/ An enterprise shall submit 1 dossier to the Ministry of Industry and Trade in person, by post or via the National Public Service Portal. If the dossier is submitted in person or by post, its components must be originals or copies; if the dossier is submitted via the National Public Service Portal, its components must be electronic documents as specified by law;

b/ If the dossier is invalid, within 5 working days after receiving the dossier, the Ministry of Industry and Trade shall send a written request to the enterprise for modifying and supplementing the dossier. Within 30 working days after receiving the request, the enterprise shall supplement the dossier and submit it to the Ministry of Industry and Trade;

c/ Within 30 working days after receiving a valid dossier, the Ministry of Industry and Trade shall verify the dossier, issue a commodity exchange establishment licence and approve the Operation Charter of the Commodity Exchange in case the required conditions are fully satisfied. If refusing to issue a licence, the Ministry of Industry and Trade shall issue a written reply, stating the reason.

Article 8. Commodity exchange establishment licences

A commodity exchange establishment licence (below referred to as Establishment Licence) shall be made according to Form 01.GP provided in Appendix II to this Decree. An Establishment Licence shall be issued in paper form and electronic form in accordance with law.

Article 9. Modification and supplementation of Establishment Licences

1. In case a change is made to the contents of its Establishment Licence or Operating Charter, an enterprise shall submit 1 dossier of application for licence modification and supplementation to the Ministry of Industry and Trade in person or by post or via the National Public Service Portal. If the dossier is submitted in person or by post, its components must be originals or copies; if the dossier is submitted via the National Public Service Portal, its components must be electronic documents as specified by law.

2. A dossier of application for modification and supplementation of an Establishment Licence must comprise:

a/ An application for modification and supplementation of the Establishment Licence, made according to Form 02.GDN provided in Appendix I to this Decree;

b/ Supporting documents.

3. In case the dossier is invalid, within 3 working days after receiving the dossier, the Ministry of Industry and Trade shall issue a written request to the enterprise for modifying and supplementing the dossier. Within 7 working days after receiving the request, the enterprise shall supplement the dossier and submit it to the Ministry of Industry and Trade.

Within 10 working days after receiving a valid dossier specified in Clause 2 of this Article, the Ministry of Industry and Trade shall decide on the modification and supplementation of the Establishment Licence. If refusing to modify and supplement the Establishment Licence, the Ministry of Industry and Trade shall issue a notice, stating the reason.

Article 10. Re-issuance of Establishment Licences

1. Procedures for re-issuance of an Establishment Licence in case it is lost, torn or otherwise damaged:

a/ An enterprise shall submit 1 dossier of application for re-issuance of the Establishment Licence to the Ministry of Industry and Trade in person or by post or via the National Public Service Portal. If the dossier is submitted in person or by post, its components must be originals or copies; if the dossier is submitted via the National Public Service Portal, its components must be electronic documents as specified by law;

b/ A dossier of application for re-issuance of an Establishment Licence must comprise an application for re-issuance of the Establishment Licence, made according to Form 03.GDN provided in Appendix I to this Decree;

c/ In case the dossier is invalid, within 3 working days after receiving the dossier, the Ministry of Industry and Trade shall issue a written request to the enterprise for modifying and supplementing the dossier. Within 5 working days after receiving the request, the enterprise shall supplement the dossier and submit it to the Ministry of Industry and Trade.

Within 7 working days after receiving a valid dossier, the Ministry of Industry and Trade shall decide to re-issue the Establishment Licence.

2. Procedures for re-issuance of an Establishment Licence in case it contains an error:

a/ The Ministry of Industry and Trade shall issue a notice on revocation of the licence and request the Commodity Exchange to return the original licence containing the error;

b/ Within 2 working days after receiving the revocation notice from the Ministry of Industry and Trade, the Commodity Exchange shall return the original licence containing the error to the Ministry of Industry and Trade in person or by post;

c/ Within 3 working days after receiving the original licence containing the error, the Ministry of Industry and Trade shall decide to re-issue the Establishment Licence.

Article 11. Operation suspension

1. The Ministry of Industry and Trade shall issue a decision to suspend one, several or all of activities of a Commodity Exchange in case a serious incident occurs in its trading, clearing or delivery system, posing a risk to market safety or affecting economic security and safety, but the incident is remediable.

2. The period of operation suspension shall be specified in the decision of the Ministry of Industry and Trade, depending on the severity and nature of the violation. If the Commodity Exchange cannot remedy the reason for  the operation suspension within the period specified in the decision, the Ministry of Industry and Trade shall consider and decide on the revocation of the establishment and operation licence under Article 12 of this Decree.

3. Within 3 working days from the effective date of the decision on operation suspension, the Ministry of Industry and Trade shall send the decision to the Commodity Exchange subject to operation suspension and related agencies and units, and shall disclose information on operation suspension on the Portal of the Ministry of Industry and Trade.

4. A Commodity Exchange subject to operation suspension shall promptly notify its members, customers and related organisations of the operation suspension and shall take measures to guarantee the lawful rights and interests of customers and members.

5. Operation suspension does neither replace nor exclude responsibility for administratively handling violations of the Commodity Exchange or related parties in accordance with law.

Article 12. Revocation of Establishment Licences

1. The Ministry of Industry and Trade shall decide to revoke an Establishment Licence in the following cases:

a/ The dossier of application for the issuance, modification and supplementation or re-issuance of the Establishment Licence contains fraudulent information or forged documents;

b/ The conditions for establishment of a Commodity Exchange specified in Article 5 of this Decree are no longer maintained or satisfied, or the roadmap for listing goods produced in Viet Nam is not followed;

c/ The Commodity Exchange fails to commence its operation at its head office within 6 months from the date on which its Establishment Licence is issued or modified and supplemented;

d/ No transactions have been conducted for 12 consecutive months without being notified to the Ministry of Industry and Trade;

dd/ Operational reports under this Decree have not been made for 12 consecutive months;

e/ Connection of transaction data has not been made for 45 consecutive days;

g/ The enterprise holding the Establishment Licence is declared bankrupt by the court or subject to dissolution decision in accordance with the law on enterprises;

h/ Other special cases for reasons of national defence, security or national interests;

i/ After suspended from operation under Article 11 of this Decree, the Commodity Exchange fails to remedy the cause of the operation suspension within the period specified in the decision on operation suspension.

2. Within 3 working days from the effective date of the decision on licence revocation, the Ministry of Industry and Trade shall send the revocation decision to the Commodity Exchange subject to licence revocation and related agencies and units, and shall publish information on licence revocation on the Portal of the Ministry of Industry and Trade.

3. Within 5 working days after receiving the decision on licence revocation, the enterprise shall return the original licence to the Ministry of Industry and Trade. The enterprise shall perform obligations relating to the guarantee of the lawful rights and interests of customers, members and other related parties, and shall terminate its operation in accordance with law. Upon fulfilling the above obligations, the enterprise shall report on fulfilment results to the Ministry of Industry and Trade.

Article 13. Operation Charter of Commodity Exchanges

1. The Operation Charter of a Commodity Exchange must have the following principal contents:

a/ Organisational structure, functions and duties of specialised divisions, and internal control and risk management systems;

b/ Conditions, procedures, rights and obligations applicable to all categories of members of the Commodity Exchange;

c/ Trading procedures and methods, types of trading orders, trading time and order-matching principles;

d/ Mechanisms for margining, clearing and delivery, and handling of breaches of payment and delivery obligations in transactions conducted through the Commodity Exchange;

dd/ Measures to ensure the safety of the trading system, risk management and incident handling;

e/ Mechanisms for disclosure of information, reporting and storage of transaction data;

g/ Principles, procedures and mechanisms for monitoring transactions and handling violations committed by members and customers;

h/ Powers and responsibilities of the Commodity Exchange in member management, market supervision and coordination with state management agencies;

i/ Principles of coordination between the Commodity Exchange and the Clearing Centre in operating the trading system, managing margining and clearing, controlling risks, and managing members;

k/ Mechanisms for resolving disputes arising from transactions conducted through the Commodity Exchange, including disputes between the Commodity Exchange and the Clearing Centre, and between members and the Commodity Exchange or the Clearing Centre;

l/ Procedures for modification and supplementation of the Operation Regulation;

m/ Contract templates for all categories of goods traded through the Commodity Exchange.

2. The Operation Charter of a Commodity Exchange must not be contrary to current law and this Decree.

Article 14. Approval of the modified and supplemented Operation Charter of Commodity Exchanges

1. In case of a change made to the contents of the Operation Charter of a Commodity Exchange specified in Article 13 of this Decree, the Commodity Exchange shall submit 1 dossier of application for approval of the Operation Charter to the Ministry of Industry and Trade in person or by post or via the National Public Service Portal. If the dossier is submitted in person or by post, its components must be originals or copies; if the dossier is submitted through the National Public Service Portal, its components must be electronic documents as specified by law.

2. A dossier must comprise:

a/ An application for approval of the modified and supplemented Operation Charter, made according to Form 04.GDN provided in Appendix I to Decree;

b/ The draft Operation Charter.

3. In case the dossier is invalid, within 5 working days after receiving the dossier, the Ministry of Industry and Trade shall issue a written request to the enterprise for modifying and supplementing the dossier. Within 30 working days after receiving the request, the enterprise shall supplement the dossier and submit it to the Ministry of Industry and Trade

Within 20 working days after receiving a valid dossier specified in Clause 2 of this Article, the Ministry of Industry and Trade shall decide whether to approve the modified and supplemented Operation Charter of the Commodity Exchange. If refusing to approve the Operation Charter, the Ministry of Industry and Trade shall issue a notice, stating the reason.

Article 15. Powers and responsibilities of a Commodity Exchange

1. To announce, and organise the implementation of, the Operation Charter of the Commodity Exchange after it is approved by the Ministry of Industry and Trade.

2. To maintain the establishment conditions and comply with law, ensuring that the market is organised and operated fairly and transparently.

3. To approve, suspend or terminate membership status in accordance with law and the Operation Charter of the Commodity Exchange.

4. To monitor members’ performance of their obligations; to handle violations within its competence or propose competent authorities to handle violations.

5. To coordinate with the Clearing Centre in organising the operation of margining, clearing and delivery systems in accordance with law and the Operation Charter of the Commodity Exchange.

6. To implement the roadmap for listing goods produced in Viet Nam based on licence application dossiers.

7. To monitor trading activities in order to detect and prevent violations such as price manipulation, fraud, money laundering and other prohibited acts.

8. To apply measures of warning or imposing position limits or trading limits, and suspending trading within its competence in order to ensure market safety.

9. To coordinate with the Clearing Centre in applying necessary measures upon the occurrence of technical incidents, payment risks or other circumstances that are likely to affect market safety, and promptly report thereon to the Ministry of Industry and Trade.

10. To report and provide information to the Ministry of Industry and Trade on trading activities, risk management and market safety, including risk management procedures, margin levels, position limits, price fluctuation limits and relevant adjustments under regulations.

11. To ensure that information technology infrastructure and trading systems operate safely and continuously with contingency, capable of preventing incident risks.

12. To connect its information technology system to state management agencies for transmission of transaction data to serve the supervision work.

13. To promptly and fully disclose contents of its Establishment Licence, Operation Charter and other information in accordance with law.

14. To request members and customers to provide information and documents necessary for the monitoring, inspection and examination of trading activities.

15. To coordinate with competent state agencies in providing information in accordance with law; to notify and urge members and customers to fully perform their tax, charge and other financial obligations arising from trading activities.

16. To collect trading service charges, membership fee, system use charges and other lawful charges.

17. To organise training, disseminate knowledge and provide professional guidance to members and customers.

18. In case a foreign Commodity Exchange encounters an incident and has to stop trading or falls into other circumstances that are likely to affect interests of customers, to take remedial measures to guarantee customers’ interests and promptly report thereon to the Ministry of Industry and Trade.

19. To receive support considered by competent state agencies in the listing and development of transactions for goods produced in Viet Nam.

20. To exercise other rights and perform other obligations in accordance with law.

Article 16. Clearing Centres

1. A Clearing Centre is an intermediary organisation that carries out clearing activities for trade-in-goods transactions through a Commodity Exchange.

2. A Clearing Centre must be an enterprise established in accordance with the Law on Enterprises, having the charter capital of at least VND 500 billion, and having an information technology system satisfying the requirements specified in Appendix III to this Decree and being compatible and connected with the information technology system of the Commodity Exchange.

3. Appraisal of dossier and approval of an organisation qualifying as a Clearing Centre:

a/ The Ministry of Industry and Trade shall appraise the application dossier and approve an organisation qualifying as a Clearing Centre;

b/ The enterprise shall submit 1 (one) dossier of application for approval of an organisation qualifying as a Clearing Centre to the Ministry of Industry and Trade in person or by post or via the National Public Service Portal. If the dossier is submitted in person or by post, its components must be originals or copies; if the dossier is submitted via the National Public Service Portal, its components must be electronic documents as specified by law;

c/ The dossier must comprise an application for approval of an organisation qualifying as a Clearing Centre, made according to Form 06.GDN provided in Appendix I to this Decree; the Operation Charter of the Clearing Centre; and documents proving the applicant’s satisfaction of the conditions for organising a Clearing Centre as specified in this Decree;

d/ In case the dossier is invalid, within 5 working days after receiving the dossier, the Ministry of Industry and Trade shall issue a written request to the enterprise for modifying and supplementing the dossier. Within 30 working days after receiving the request, the enterprise shall supplement the dossier and submit it to the Ministry of Industry and Trade.

Within 30 working days after receiving a complete and valid dossier, the Ministry of Industry and Trade shall appraise the dossier and issue an approval decision according to Form No. 03/QD-TTBT provided in Appendix II to this Decree. If refusing to issue an approval decision, the Ministry of Industry and Trade shall issue a written reply, stating the reason.

4. A Clearing Centre may provide clearing services to one or more than one Commodity Exchange.

5. Powers and responsibilities of a Clearing Centre:

a/ To manage members’ margins and calculate and clear post-transaction positions;

b/ To implement risk management measures, such as requiring the provision of additional margins, applying a security fund, and adopting a handling mechanism in case members become insolvent;

c/ To report to the Ministry of Industry and Trade on risk management procedures, including principles for calculating margins, and imposing position limits and price fluctuation limits, when goods produced in Viet Nam are listed, and notify the Ministry of Industry and Trade of changes;

d/ To establish a mechanism for monitoring, preventing, responding to and remedying system incidents within the required time limit;

dd/ To promptly disclose clearing, payment and risk management rules;

e/ To provide adequate information to members, state management agencies and related organisations under regulations;

g/ To submit periodical and ad hoc reports on clearing and risk management activities to state management agencies;

h/ To comply with regulations on the prevention and combat of money laundering and terrorist financing;

i/ To coordinate with the Commodity Exchange in handling payment incidents, system risks or disputes arising during the clearing process; to promptly report to the Ministry of Industry and Trade on the occurrence of an incident that is likely to affect market safety;

k/ To perform other responsibilities in accordance with law and decisions of competent management agencies.

Article 17. Reporting on operation and transaction data connection

1. Commodity Exchanges and Clearing Centres shall submit reports on operation and transaction data connection to the Ministry of Industry and Trade.

2. The Ministry of Industry and Trade shall guide in detail Clause 1 of this Article.

Article 18. Foreign investment in trade-in-goods activities through Commodity Exchanges

1. Foreign investors may contribute capital to an enterprise that has obtained a licence for establishment of a Commodity Exchange in Viet Nam, provided that their shareholding or capital contribution ratio does not exceed 49% of the enterprise’s charter capital.

2. A foreign-invested enterprise satisfying the specified conditions may apply for the establishment of a Commodity Exchange.

3. A foreign-invested enterprise satisfying the specified conditions may register to become a member of a Commodity Exchange.

4. Foreign-invested enterprises and foreign nationals holding accounts opened at commercial banks or foreign bank branches in Viet Nam may participate in trade-in-goods transactions through Commodity Exchanges.

Chapter III

MEMBERS OF COMMODITY EXCHANGES

Article 19. Members of a Commodity Exchange

1. Trading members may conduct dealing and brokerage for trade-in-goods activities through Commodity Exchanges.

2. Brokerage members may only carry out commodity brokerage activities through Commodity Exchanges.

3. Depository and delivery members must be organisations designated by Commodity Exchanges to carry out the depository, preservation and delivery of goods in respect of transactions involving physical delivery.

Article 20. Approval of membership status of Commodity Exchanges

1. An enterprise wishing to become a member of a Commodity Exchange may apply for membership status approval from the Commodity Exchange.

2. Based on the conditions specified in this Decree and its Operation Charter, the Commodity Exchange shall consider approving the enterprise’s membership status.

3. If refusing to approve the membership status, the Commodity Exchange shall issue a written reply to the enterprise, stating the reason.

Article 21. Trading members

1. A trading member must satisfy the following conditions:

a/ Being an enterprise established in accordance with the Law on Enterprises;

b/ Having the charter capital of VND 75,000,000,000 (seventy-five billion Viet Nam dong) or more;

c/ Other conditions specified in the Operation Charter.

2. Rights of trading members

a/ To carry out brokerage and dealing activities, or to be authorised to carry out trade-in-goods activities through Commodity Exchanges for customers;

b/ To request customers to provide margins to secure the execution of transactions in case of being authorised to carry out trade-in-goods activities through Commodity Exchanges for customers;

c/ To exercise other rights in accordance with this Decree and the Operation Charter of Commodity Exchanges.

3. Obligations of trading members

a/ To implement measures to ensure membership status and transaction margining before conducting transactions through Commodity Exchanges;

b/ To pay the membership fee, trading charges and other charges in accordance with the Operation Charter of Commodity Exchanges;

c/ To establish internal control, risk management and monitoring systems and prevent conflicts of interest internally and in transactions;

d/ In case of being authorised, to sign authorisation contracts with customers and conduct transactions for customers only after receiving a trading authorisation order from customers;

dd/ To provide customers with adequate, truthful and timely information;

e/ To retain records of transactions with customers;

g/ To execute customers’ trading authorisation orders before dealing orders;

h/ To ensure accounting for each customer’s trade-in-goods activities through Commodity Exchanges separately from dealing activities;

i/ To fully perform the responsibility for protecting customers’ personal data in accordance with the law on personal data protection; to ensure safety and confidentiality of personal information during the collection, storage, use and processing of customer information;

k/ To perform other obligations in accordance with this Decree and the Operation Charter of Commodity Exchanges.

Article 22. Brokerage members

1. A brokerage member must satisfy the following conditions:

a/ Being an enterprise established in accordance with the Law on Enterprises;

b/ Having the charter capital of VND 5,000,000,000 (five billion Viet Nam dong) or more;

c/ Other conditions specified in the Operation Charter of the Commodity Exchange concerned.

2. Rights and obligations of brokerage members

a/ The rights and obligations of brokerage members must comply with the Commercial Law and the Operation Charter of the Commodity Exchange concerned;

b/ To comply with the law on personal data protection; to maintain confidentiality of, store, and refrain from disclosing, customers’ personal information, unless otherwise required by competent state agencies in accordance with law.

Article 23. Termination of membership status

A Commodity Exchange shall terminate membership status of a member in one of the following cases:

1. The member no longer satisfies the law-specified conditions.

2. The member is dissolved, falls bankrupt or terminates operation in accordance with law.

3. The member voluntarily applies for termination of membership status and has its application approved by the Commodity Exchange in accordance with its Operation Charter.

4. The member commits a violation that is subject to termination of membership status under the Operation Charter or relevant regulations.

Article 24. Responsibilities of a member upon termination of its membership status

1. An enterprise having its membership status terminated shall notify its customers of the reason for such termination and of the performance of contractual obligations as authorised by customers.

2. In case of membership status termination under this Decree, the Commodity Exchange may request that member to authorise another member to perform its contractual obligations. If the authorisation fails, the Commodity Exchange may designate another member to perform those obligations.

3. An enterprise having its membership status terminated is obliged to transfer necessary customer information to the authorised or designated member.

4. After a member has been authorised or designated to perform contractual obligations under Clause 2 of this Article, customers’ margins for the member having its membership status terminated shall be treated as customers’ margins for the authorised or designated trading member.

5. An enterprise having its membership status terminated shall pay charges for the performance of contractual obligations to the enterprise authorised by the former or designated by the Commodity Exchange in accordance with the Operation Charter of the Commodity Exchange.

6. An enterprise having its membership status terminated shall perform the obligations that have arisen towards customers and other entities relating to its trading activities at the Commodity Exchange; in case damage is caused to customers, the relevant regulations shall apply.

Chapter IV

TRADE-IN-GOODS ACTIVITIES THROUGH COMMODITY EXCHANGES

Article 25. Rights and responsibilities of individuals and traders participating in transactions

1. All individuals and traders may participate in transactions through Commodity Exchanges.

2. Individuals and traders participating in transactions through Commodity Exchanges shall comply with specialised regulations on trade-in-goods activities through Commodity Exchanges, the Operation Charter and operation regulations of Commodity Exchanges, and other relevant regulations.

Article 26. Goods traded through Commodity Exchanges

1. Goods permitted to be traded through Commodity Exchanges are those not falling into sectors and trades subject to business investment prohibition under law.

2. In case of performance of contracts by physical delivery of goods falling into sectors and trades subject to conditional business investment, individuals and traders must satisfy the business conditions specified by relevant specialised laws.

Article 27. Trading time

1. A Commodity Exchange shall publish the specific trading time, including trading day, trading session, order-matching time, and opening and closing hours of a trading day.

2. A Commodity Exchange may temporarily change the trading time in one of the following cases:

a/ An incident occurs in the trading system, making it impossible to execute trading orders as usual;

b/ More than half of the members experience an incident relating to the trading order transmission system;

c/ A force majeure event or an external obstacle occurs as specified by law.

3. Upon the occurrence of one of the cases specified in Clause 2 of this Article, the Commodity Exchange shall suspend the transactions until the case has been remedied. If it cannot be remedied during a trading session, such trading session shall be deemed to end at the preceding order-matching time.

4. The Commodity Exchange shall promptly announce the cases specified in Clauses 2 and 3 of this Article.

Article 28. Order-matching methods and principles

1. A Commodity Exchange shall organise trade-in-goods transactions using centralised order-matching methods, ensuring openness, transparency and fairness for market participants.

2. Applicable trading methods include:

a/ Periodical order matching: This is a method of determining the matching price at a specified point of time during a trading day in adherence to the principles that the execution price is the price of the largest trading volume; if more than one price satisfies such condition, the price identical or closest to the execution price of the preceding order-matching time shall be selected; if more than one price still satisfies the above condition, the highest price shall be selected;

b/ Continuous order matching with price-time priority: This is a common method under which orders are queued and matched in the order of priority on price and followed by the time at which the order was entered. Buy orders at higher prices and sell orders at lower prices will be prioritised for matching first;

c/ Volume-proportion order matching: This method is applicable to contracts with high liquidity, under which buy orders or sell orders at the same price are allocated the matched volumes in percentage of the total volume of outstanding orders awaiting matching at that price;

d/ Direct quotation: This method is applicable to high-volume transactions or specialised products, under which members or customers submit requests for quotations and receive quotations from one or more qualified trading partner(s), after which transactions are executed if the relevant conditions are satisfied.

3. Based on actual market conditions, characteristics of each type of goods, liquidity, and needs of members and customers, a Commodity Exchange may apply flexibly one or more of the methods specified in Clause 2 of this Article.

Article 29. Disclosure of trading information by a Commodity Exchange

1. A Commodity Exchange shall publicly and transparently disclose information relating to goods trading activities on its trading system in accordance with law and its Operation Charter, including:

a/ The composite trading price index during a trading day for each listed category of goods, including opening price, closing price, highest price, lowest price and matched prices;

b/ Trading results for each order-matching method, including category of goods, total volume of goods matched during the day, and volumes of buy orders and sell orders at matched prices;

c/ Aggregated transaction data by product, excluding identification information of traders, organisations or individuals participating in transactions;

d/ Information relating to price fluctuation limits, open positions and trading volumes during the session;

dd/ Notices of and warnings about abnormal price fluctuations, trading volumes, system interruptions or market circumstances (if any) that require attention.

2. Information relating to trading results of customers, trading members, brokerage members and other organisations and individuals as market participants may only be disclosed in aggregated data but not as specific information, unless otherwise consented to in writing by related organisations or individuals or requested by competent state agencies.

3. The form, timing, content and frequency of information disclosure must comply with the Operation Charter of the Commodity Exchange.

Article 30. Transaction margining

1. Transaction margining must comply with the Operation Charter of a Commodity Exchange.

2. The Commodity Exchange shall specify the initial margin required for placement of a trading order, which must not be lower than 5% of the value of each trading order.

3. Within a time limit stated in the Operation Charter of the Commodity Exchange, members and customers shall provide additional margins in case of price fluctuations. If additional margins are not provided within the required time limit, the Commodity Exchange may liquidate the contract.

4. In case the balance of its/his/her account exceeds the required margin level, a member or customer may withdraw the excessive amount.

Article 31. Contract trading period

The trading period of a contract through a Commodity Exchange shall be counted from the first trading session of the first trading day of the contract to the last trading session of the last trading day of the contract.

Article 32. Methods of contract performance

1. Trading parties to a forward contract may choose either of the following methods for contract performance:

a/ Clearing through the Clearing Centre on the date on which the contract is performed;

b/ Delivery through a depository and delivery member, or direct delivery by customers for high-volume transactions or specialised products.

2. Trading parties to an option contract may choose either of the following methods for contract performance:

a/ Exercising the option right by a method specified in Clause 1 of this Article;

b/ Not exercising the option right.

3. Before the last trading day of a contract, in pursuance to the Operation Charter of the Commodity Exchange, the Commodity Exchange shall request trading members to choose a method of contract performance specified in Clauses 1 and 2 of this Article.

4. Trading members shall send a notice to the Commodity Exchange in accordance with its Operation Charter in case they choose to perform the contract by delivery method.

5. If choosing to perform the contract by delivery method, within a time limit specified by the Commodity Exchange, the trading member is obliged to:

a/ Pay money into the account, if it is the buyer;

b/ Deliver goods through a depository and delivery member, if it is the seller.

Article 33. Management measures in emergency cases

1. In case there occurs a risk of instability of the commodity trading market, affecting economic-financial security or social order and safety, or there are signs of a serious violation of law relating to trading activities, the Ministry of Industry and Trade may, in coordination with the Ministry of Public Security and competent state agencies, apply one or more of the following emergency measures:

a/ To decide, when necessary, to adjust position limits and price fluctuation limits applicable to goods listed in Viet Nam in each period, on the basis of reports of the Commodity Exchange to ensure market safety and control system risks;

b/ To suspend or restrict electronic transactions on the trading system of the Commodity Exchange for a specified period in order to prevent speculation, manipulation or market disruption, or to ensure the safety of the technical system;

c/ To apply a special control regime to the information technology system, such as enhanced monitoring of system access, encryption of transaction data, upgrading of security infrastructure, and control of input and output data in order to prevent information security incidents or illegal interference;

d/ To disclose urgent information relating to prices, trading volumes, abnormal market developments and latent risks in order to ensure transparency, stabilise market sentiment and prevent speculation and price manipulation;

dd/ To restrict or suspend access to the trading system by organisations or individuals that show signs of disrupting or manipulating the market, violating regulations or failing to comply with trading rules;

e/ In case a dispute arises or an incident occurs between a Commodity Exchange and a Clearing Centre that poses a risk to market safety, the Ministry of Industry and Trade may request the parties to apply necessary measures to ensure system safety, stabilise the market and protect interests of members participating in transactions.

2. In case of application of a measure specified in Clause 1 of this Article, the Ministry of Industry and Trade shall publicly announce the reason for and scope of application and validity period of the measure and provide guidance to related organisations and individuals.

Article 34. Authorisation for carrying out trade-in-goods activities through Commodity Exchanges

1. Organisations and individuals other than trading members of a Commodity Exchange may authorise a trading member to carry out trade-in-goods activities through the Commodity Exchange.

2. The authorisation shall be made under an authorisation contract for carrying out trade-in-goods activities, specifying the content of authorisation, rights and obligations of the parties, financial responsibilities, conditions for handling risks, and other related matters.

3. A trading authorisation order shall be made for each specific transaction on the basis of the signed authorisation contract. An authorisation order may be made in writing or in another electronic form, enabling the retention, verification and recording of the time of creation, transmission, receipt, modification or cancellation of the order in accordance with the law on electronic transactions.

4. A trading member may conduct trade-in-goods transactions for a customer only after receiving a valid authorisation order from the customer.

5. In case a customer requests in writing the modification or cancellation of a trading order, the trading member shall modify or cancel the corresponding trading order in case such order has not yet been matched.

6. A trading member shall fully and securely retain records relating to authorisation, including the authorisation contract for carrying out trade-in-goods activities, authorisation orders, requests for modification or cancellation of orders, and other relevant records and documents for a law-specified period.

Article 35. Members’ notification of executed transactions

1. Immediately after executing transactions for a customer, the member shall notify the customer in writing or by another electronic means of order placing results through the Commodity Exchange.

2. In case an order is matched, the member shall notify the customer of the following matters:

a/ Form of transaction;

b/ Goods traded;

c/ Time and date on which the transaction was executed;

d/ Number of contracts sold or purchased;

dd/ Transaction price;

e/ Total value of the transactions executed;

g/ Transaction charge;

h/ Other matters as agreed with the customer.

3. Immediately after receiving the notice of transaction execution under Clauses 1 and 2 of this Article, if detecting that the notice is incorrect or inappropriate, the customer may file a complaint about the notified matters to the member concerned.

4. In case a contract is performed by delivery method, the member shall notify the customer of the matters specified in Clause 2 of this Article and the following matters:

a/ Name of the warehouse;

b/ Name of the seller or the buyer;

c/ Warehouse certificate number;

d/ Other matters as agreed upon by the parties.

5. In case a notice of transaction execution is made electronically, it is required to ensure the integrity of data and retain electronic trails serving inspection, collation and dispute resolution in accordance with the law on electronic transactions.

Article 36. Notification of customer accounts by trading members

1. Trading members shall regularly notify customers, in writing or by another electronic means, of the status of customer accounts.

2. In case the margin is below the required level as agreed by the parties, a trading member shall immediately notify such to the customer and request the customer to provide additional margins sufficient to meet the required margin level.

3. Customers may file complaints with trading members if disagreeing with the latter-provided information on the status of customer accounts. Trading members shall respond to customers in writing or by another appropriate means.

Article 37. Trade in goods through overseas Commodity Exchanges

1. Vietnamese traders may participate in trade-in-goods activities through overseas Commodity Exchanges through Viet Nam-based Commodity Exchanges that have registered for interoperability.

2. Payments and remittances relating to trade-in-goods transactions through overseas Commodity Exchanges shall be made through credit institutions licensed to conduct foreign exchange activities in accordance with relevant regulations on foreign exchange management.

Article 38. Registration of interoperability

1. A Commodity Exchange wishing to trade in contracts listed by another Commodity Exchange shall carry out procedures for registration of interoperability. The applying Commodity Exchange shall submit 1 dossier to the Ministry of Industry and Trade in person or by post or through the National Public Service Portal. If the dossier is submitted in person or by post, its components must be originals or copies; if the dossier is submitted through the National Public Service Portal, its components must be electronic documents as specified by law.

2. A dossier of application for registration of interoperability must comprise:

a/ An application for registration of interoperability, made according to Form 05.GDN provided in Appendix I to this Decree;

b/ A copy of the arrangement on interoperability cooperation between the Viet Nam-based Commodity Exchange and the foreign Commodity Exchange or a member of the overseas Commodity Exchange, certified by the Vietnamese overseas mission and accompanied by a lawful translation certified by a competent translation organisation. The arrangement must specify the scope and form of interoperability and the mechanism for connecting trading, payment and clearing systems;

c/ Templates of the contracts traded through the interoperability arrangement.

3. Within 5 working days after receiving the Commodity Exchange’s dossier of application for registration of interoperability, the Ministry of Industry and Trade shall examine the dossier. If the dossier is incomplete or invalid, the Ministry of Industry and Trade shall issue a written request for the Commodity Exchange to supplement and complete the dossier. Within 30 working days after receiving the request, the Commodity Exchange shall supplement the dossier and submit it to the Ministry of Industry and Trade.

4. Within 20 working days after receiving a complete and valid dossier, the Ministry of Industry and Trade shall appraise and assess the dossier and issue an approval decision according to Form No. 02/QD-LT provided in Appendix II to this Decree. In case of approval refusal, the Ministry of Industry and Trade shall issue a written refusal, stating the reason.

Article 39. Export and import of goods

The export and import of goods for delivery under contracts for conducting trade-in-goods activities through Commodity Exchanges must comply with regulations on foreign trade management.

Chapter V

ORGANISATION OF IMPLEMENTATION

Article 40. Effect

1. This Decree takes effect on September 15, 2026.

2. From the effective date of this Decree, the following Decrees cease to be effective:

a/ The Government’s Decree No. 158/2006/ND-CP of December 28, 2006, detailing the Commercial Law regarding trade-in-goods activities through Commodity Exchanges;

b/ The Government’s Decree No. 51/2018/ND-CP of April 9, 2018, amending and supplementing a number of articles of the Government’s Decree No. 158/2006/ND-CP of December 28, 2006, detailing the Commercial Law regarding trade-in-goods activities through Commodity Exchanges.

Article 41. Transitional provisions

1. Within 12 months from the effective date of this Decree, Commodity Exchanges for which an Establishment Licence had been issued before the effective date of this Decree must satisfy the conditions specified in Article 5 of this Decree and are not required to carry out again the procedures for issuance of a Commodity Exchange Establishment Licence.

2. Past the time limit specified in Clause 1 of this Article, if a Commodity Exchange fails to satisfy the required conditions, the Ministry of Industry and Trade shall issue a written request for the Commodity Exchange to settle its positions and deal with financial obligations and other obligations arising from lawfully established transactions. From the date of receipt of the Ministry of Industry and Trade’s request, the Commodity Exchange may no longer organise trading activities.

After completing the settlement of transactions and dealing with the rights and obligations arising before the revocation of the licence, the Ministry of Industry and Trade shall decide to revoke the licence under Article 12 of this Decree.

Article 42. Implementation responsibility

Ministers, heads of ministerial-level agencies, chairpersons of provincial-level People’s Committees, and related organisations, units and individuals shall implement this Decree.-

On behalf of the Government
For the Prime Minister
Deputy Prime Minister
PHAM GIA TUC

* The Appendices to this Decree are not translated.