Partner Hanoi
"As fintech entities gain formal recognition within Vietnam’s IFC, P2P lending companies are expected to play an increasingly pivotal role in shaping the IFC’s ecosystem."
Vietnamese Market Overview
The global and Vietnamese banking sectors are rapidly transforming through Industry 4.0 technologies. Although these innovations enhance operational efficiency and customer experience, the rise of fintech creates regulatory challenges which include risks related to money laundering, cybersecurity, data privacy and consumer protection.
Besides that, the Resolution for establishing and operating Vietnam’s International Finance Centre (“IFC”) has been passed by the National Assembly on 27 June 2025 and will take effect on 1 September 2025, outlining specific policies to integrate Fintech entities. This bold initiative signals Vietnam’s strategic push to attract global financial services and investments.
Peer-to-Peer (“P2P”) lending has been established in Vietnam since 2013. However, due to the lack of a legal framework, most companies operate under such as financial consulting or IT services, which do not fully reflect the scope of their business activities. This makes it difficult to quantify and manage the companies operating in the P2P lending model. The State Bank of Vietnam (“SBV”) has also assessed that certain P2P lending agreements lack transparency and effective mechanisms to monitor fund usage, which could potentially lead to disputes among the parties.
Therefore, it is necessary for the government to issue regulations to solve these risks and enhance the state management of the P2P lending model. The government has issued Decree 94/2025/ND-CP dated 29 April 2025 on the Controlled Sandbox Regulation (“Sandbox Regulation”) in Banking sector (“Decree 94”), which will take effect from 1 July 2025. Decree 94 outlines the regulations under which fintech solutions to participate in the Sandbox Regulation. As fintech entities gain formal recognition within Vietnam’s IFC, P2P lending companies are expected to play an increasingly pivotal role in shaping the IFC’s ecosystem.
Main contents regarding P2P Lending
a. Scope of application
As of 1 July 2025, Decree 94 will be the primary legislation governing the Sandbox Regulation in the banking sector. It concerns the deployment of new products, services and business models through fintech solutions under the supervision of the SBV. Such solutions include: (i) credit scoring; (ii) Open Application Programming Interface (“Open API”); and (iii) P2P lending. Within these three solutions, there are notable key points regarding the P2P lending mechanism.
Decree 94 applies to credit institutions and foreign bank branches under the Law on Credit Institutions as well as fintech enterprises that have been granted a certificate for participating in the Sandbox Regulation. However, credit institutions and foreign bank branches are excluded from the P2P lending solutions.
b. Terms and definitions
Decree 94 defines “P2P lending” as “a technology-based solution provided by the P2P Lending enterprise to connect information and facilitate loan agreements on a digital platform between borrowers and lenders. The currency used in the P2P Lending is the Vietnamese Dong”.¹ The “P2P Lending enterprise” is “Fintech enterprises provide P2P lending solution for customers”.²
As provided in Decree 94, a fintech company is “an organization that is not a credit institution or a foreign bank branch has a legal establishment license or business registration in Vietnam. It independently provides Fintech solutions or collaborates with credit institutions or foreign bank branches to offer Fintech solutions to the market”.³
Decree 94 also provides definitions for customers using P2P lending solutions, including lenders and borrowers, as follows:
- lenders: Legal entities (including credit institutions and foreign bank branches), and Vietnamese individuals; and
- borrowers: Legal entities (excluding credit institutions and foreign bank branches), and Vietnamese individuals.
Key contacts
"The issuance of Decree 94 marked a solid foundation for the operations of P2P lending companies currently active in Vietnam."
c. Fintech companies eligible to participate in Sandbox Regulation for P2P lending
Decree 94 sets out an eligibility criteria for fintech companies to participate in the Sandbox Regulation. These criteria must be complied with throughout the entire participation period. Notable conditions include:
- fintech companies must not be foreign invested companies;
- the company’s legal representative/General Director must:
- be a Vietnamese citizen;
- not simultaneously be the owner or manager of any financial services, banking, pawn services, multi-level marketing business or informal loan groups; and
- not be a board member (or equivalent) of any credit institution, foreign bank branch or intermediary payment service provider.
- IT and information storage systems must be located in Vietnam and must operate safely and continuously, with independent backup systems; and
- customer and related third-party data must be securely updated, stored and shared on a transparent digital platform, while protecting participants’ information from unrelated parties.
d. Registration and Certificate of Participation
An application dossier must be sent to the SBV for appraisal (with consultation with others competent authorities). After approving, a fintech company will be granted its Certificate of Sandbox Participation and must implement the P2P lending solutions within 90 days from the day the certificate was granted.
The Sandbox Regulation will be effective for a period of two years, starting from the date the Certification of Sandbox Participation is granted. The pilot implementation of fintech solutions must be conducted exclusively within the territory of Vietnam and is strictly prohibited from being carried out across borders.
For P2P lending companies subject to the provision of extending the testing period, each extension is limited to a maximum of one year and can be granted up to two times.
P2P lending companies may only implement P2P lending solutions within the scope specified in the Certificate of Sandbox Participation. These companies are also prohibited from providing guarantees or collateral for customer loans, participating as borrowers or offering P2P lending solutions to pawnshops.
The P2P lending companies will be granted a Certificate of Completion when either:
- the formal legal frameworks for the fintech solution are established; or
- the tested P2P lending solution complies with applicable laws and are not subject to conditional business activities.
During the sandbox mechanism participate period, the P2P lending companies are responsible for:
- periodic reports;
- providing ad-hoc information; and
- reporting customer credit information (both borrowers and lenders) to the National Credit Information Center of Vietnam.
e. Other requirements for P2P lending companies
Know your client (“KYC”) requirement: P2P lending companies are required to verify, cross-check, update and authenticate customer information and data; and establish safeguards to prevent acts of forgery, tampering, or unauthorised modifications that could distort such information or data.
Management of maximum credit limit: P2P lending companies must manage the maximum credit limit for a borrower and ultilise data from National Credit Information Center of Vietnam to ensure that – at the time of execution – the borrower does not exceed the maximum credit limit across one or all P2P lending platforms. The SBV will decide the maximum credit limit for a borrower across all P2P lending platforms participating in Sandbox Mechanism.
Key considerations for the P2P lending solutions in the pilot phase under Decree 94
The issuance of Decree 94 marked a solid foundation for the operations of P2P lending companies currently active in Vietnam. Furthermore, the regulations on P2P lending mechanisms under Decree 94 are expected to attract a number of players in Vietnam and create a competitive market in P2P lending.
It is noted that the Certification of Completion is only legally affected under the Decree 94. A Certificate of Completion does not guarantee that the P2P lending company in question will meet the legal requirements for business and investment when such regulations are in place. The results of the pilot program under Decree 94 only serve as a basis for regulatory agencies to research, develop and finalise the legal framework for P2P lending mechanism.
Decree 94 has only set out the general regulations required for the establishment and management of the competent authorities of fintech solutions. The regulations related to the lending procedures are expected to be addressed once the Decree 94 takes effect in July 2025. It is also expected that these procedures will be further developed based on insights gained during the two-year sandbox period.
Intern Ha Hoang also contributed to this article.
[1] Article 3.3 of Decree 94
[2] Article 3.4 of Decree 94
[3] Article 3.1 of Decree 94
