Than Trong Ly - Partner
Nguyen Thi My Linh - Junior Associate
On 29 April 2025, the Government of Vietnam officially promulgated Decree No. 94/2025/ND-CP (“Decree 94”), the first legal instrument establishing a controlled regulatory sandbox mechanism (“Sandbox”) in the banking sector, which takes effect from 01 July 2025. This Decree establishes a crucial legal framework for Fintech operations, allowing financial technology companies (“Fintech Companies”) to pilot new products and services not yet specifically regulated under the existing legal system, under the close supervision of the State Bank of Vietnam (“SBV”) to mitigate risks to the financial system and users. This article outlines the legal conditions, application requirements and key notes for Fintech Companies considering participation in the Sandbox pursuant to Decree 94.
Conditions, application dossier and procedure for Fintech Companies to participate in the Sandbox
No. |
Content |
Credit Scoring / Open API Data Sharing
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Peer-to-Peer Lending (“P2P Lending”) |
1. |
Conditions for the Fintech Companies[1]
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In respect of P2P Lending, Fintech Companies shall additionally be required to satisfy the following specific conditions:
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2. |
Conditions for the Fintech Solution[2]
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In the case of P2P Lending activities, the following additional conditions must be satisfied:
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3. |
Application dossier[3]
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4. |
Application procedure [4] |
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Testing duration, scope and geographical limitations[5]
The duration of participation in the Sandbox shall be determined by the SBV based on the nature of each specific solution and sector, but shall not exceed 02 years from the issuance date of the Certificate, unless extended in accordance with applicable regulations. The testing period must not exceed the remaining validity of the Establishment License or Enterprise Registration Certificate of the enterprise. Accordingly, Fintech Companies must ensure they retain valid legal operating status for at least the duration of the proposed testing period to avoid rejection of the application or interruption during implementation. Furthermore, Fintech Companies may only implement their Sandbox solutions within the territory of Vietnam. Cross-border testing is not permitted and the solutions may only be offered within the scope specified in the Certificate.
Fintech Companies engaged in P2P Lending are subject to certain additional restrictions aimed at mitigating systemic financial risks. In particular, they are prohibited from (i) providing guarantees or security for customer loans; and (ii) acting as borrowers or providing P2P Lending platforms to pawnshop businesses.
Reporting obligations and information disclosure [6]:
STT |
Report/Event |
Deadline |
Submission Method |
Note |
1. |
Quarterly periodic report on the operational indicators of the solution |
No later than the 15th day of the first month of the subsequent quarter |
The reporting information system of the SBV |
Using the template provided in Appendix IV Decree 94. The quarterly reporting period shall be calculated from the 1st day of the first month to the last day of the final month of the quarter. |
2. |
Interim evaluation report during the testing period |
Within 15 days from the date on which half of the testing period has been completed
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Using the template provided in Appendix IV Decree 94 |
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3. |
Final evaluation report on the testing results
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At least 90 days prior to the end of the testing period
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For the purposes of extension, termination, modification, or application for the Certificate of Completion of the testing phase
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4. |
Ad-hoc report in the event of significant risks or incidents |
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Email: tt@sbv.gov.vn
The reporting information system of the SBV
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Using the template provided in Appendix VI Decree 94 |
5. |
Change of Legal Representative or General Director (or Director) |
Within 30 days from the effective date of the change |
By written submission, accompanied by supporting documents evidencing compliance with the conditions set forth in Decree 94
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6. |
Customer credit information report (applicable to P2P Lending) |
As decided by the Governor of the SBV |
Vietnam National Credit Information Center (CIC) |
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Suspension and termination of the testing phase[7]
The SBV shall have the authority to consider the suspension of the testing phase and revoke the Certificate if deemed necessary under circumstances specified in Article 19 Decree 94. Fintech Companies are required to prepare an exit strategy from the outset, as set out in the application dossier, to ensure that, upon being requested to cease participation, they can fully discharge all obligations to customers and relevant parties. Immediately upon receiving the SBV’s decision on the suspension, the Fintech Companies must cease marketing and offering its Fintech solution to new customers and publicly announce the termination of the testing phase on its official website.
Data privacy and information security[8]
Throughout the Sandbox period, Fintech Companies shall be responsible for ensuring the security and confidentiality of customer information during and after the use of their Fintech solutions. This includes the establishment of internal regulations on data protection during storage and transmission (such as encryption, anonymization and consent-based third-party sharing), prevention of unauthorized access, fraud, or theft of personal data, as well as conducting periodic risk assessments and promptly notifying customers in the event of any change in the level of risk. Any collection, use or transfer of customer information must be based on the customer’s consent or pursuant to a request from a competent authority.
Conclusion
Decree No. 94/2025/ND-CP marks a significant milestone in establishing a regulatory framework for the pilot implementation of Fintech activities in Vietnam. It creates a legal basis for pioneering Fintech Companies to deploy new service models in a lawful and controlled environment. However, to effectively seize this opportunity, Fintech Companies must proactively study the provisions of Decree 94 and the relevant guidelines issued by the SBV, develop appropriate technological solutions, prepare comprehensive application dossiers and ensure their operational capacity throughout the entire testing period.
Here is our advice on Vietnam opens Fintech Sandbox: Key requirements for eligible companies. If you are interested or need legal advice regarding these requirements, do not hesitate to contact us for timely and in-depth support. Please visit our DIMAC Website and other News Category to get the latest updates on legal advice and market experience sharing.
[1] Article 8.2 và 11.2 Decree 94
[2] Article 8.1, Article 11.1 Decree 94
[3] Article 9, Article 12 Decree 94
[4] Article 10, Article 13 Decree 94
[5] Article 6.1 Decree 94
[6] Article 15 Decree 94
[7] Article 19 Decree 94
[8] Article 16 Decree 94
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