Vietnam’s Fintech Sandbox: Toward a Regulatory Framework for Innovation

On April 29, 2025, the Government issued Decree No. 94/2025/ND-CP on the regulatory sandbox in the banking sector. The Decree outlines regulations for testing new products, services, and business models using financial technology (fintech). Key highlights of the Decree are as follows:

1. Scope of application
The Decree No. 94/2025 stipulates three types of fintech solutions are eligible for testing, including:

• Credit scoring
• Data sharing via Open Application Programming Interfaces (Open API)
• Peer-to-peer lending (P2P Lending)

Eligible participants for the fintech sandbox are listed as:

• Credit institutions and foreign bank branches (except for peer-to-peer lending)
• Eligible fintech companies
• Regulatory agencies, customers, and other related organizations and individuals

2. Sandbox period and location

• Duration: Maximum testing period is two years, which can be extended twice, with each extension no more than 1 year.
• Location: Testing is limited to Vietnam and must not be conducted cross-border.
• Testing scope: Must be specified in the Certificate of Participation

3. Eligibility criteria for Fintech company participants

Fintech companies participate under Decree 94 must meet the following requirements at registration and throughout the sandbox period:

Corporate Standing

The company must be a legal entity established and operating lawfully in Vietnam; not undergoing division, separation, consolidation, merger, transformation, dissolution, or bankruptcy.

Legal Representative, General Director Eligibility

The company’s legal representative, general director must:

i) have at least a university degree in economics, business management, law, or information technology;

ii) have at least two-year experience as a manager in a financial institution, and

iii) not fall onto lists of cases prohibited from taking a management position under applicable laws.

4. Additional eligibility criteria for P2P lending companies

Fintech organizations participating in P2P lending trials must fulfill the following additional responsibilities:

• Ownership: No foreign investment is permitted.
• Business activities: Must not include pawnbroking services.
• Company staff: Employees must not participate as borrowers or guarantors.

• Company representatives and managers: must meet specific criteria:

1. be a Vietnamese citizen with no criminal record, not having been subject to administrative penalties in financial, banking or cybersecurity areas, and
2. not concurrently act as the owner or a manager in any other entity or institution providing financial services, banking services, pawn services, intermediary payment services, or multi-level marketing services or the owner of any informal or community loan club.

• Borrowing limits: P2P lending companies are required to establish appropriate measures to determine and monitor the maximum outstanding debt of each borrower on its platform. The company must also obtain and report the borrower’s credit information from CIC to ensure compliance with applicable borrowing limits.
• Operating requirements: must have appropriate measures in place to ensure information security, risk management, and customer protection.

5. Sandbox License framework

Registration procedures and process

Eligible entities must submit an application dossier in accordance with Decree 94 in order to register with the State Bank of Vietnam (SBV) to obtain a Sandbox License. The SBV may consult with relevant ministries to carry out the examination of the application. The appraisal period for the registration dossier is 90 days. Upon completion of this period, the SBV shall issue a Certificate of Participation in the Regulatory Sandbox to applicants that meet the prescribed conditions and criteria. If rejected, the SBV shall provide a written response with reasons.

License Term

The Sandbox License is valid for up to two years and eligible for two extensions of up to one year each, if requested at least 90 days before expiry.

Termination and revocation of Sandbox License

The Sandbox license may be revoked if testing does not begin within 90 days – unless delayed by force majeure – or if the participant violates certain regulations.

Decree No. 94/2025 will take effect on July 1, 2025.

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About Midland & Partners

Midland & Partners is one of Vietnam’s leading law firms, specializing in providing professional, prompt, and continuous legal advisory services in the areas of Business and Corporate issues, M&A, Financial Services and Public Policy Advocacy. With a team of highly qualified, dedicated lawyers who possess deep market insight, Midland & Partners is widely recognized by clients and partners for our strengths in public policy advocacy and business licensing services.

Proposal for Cooperation Opportunity

Through extensive market research and policy analysis, Midland & Partners recognizes the tremendous potential of the fintech sector in Vietnam, particularly with the government’s plan to establish the international financial centers, which presents a significant opportunity for enterprises. Midland & Partners understands that navigating the procedures to obtain a certificate of participation in the Regulatory Sandbox could play a crucial role in your company’s long-term business development strategy.

Midland & Partners therefore proposes a collaborative partnership with your esteemed company. We are confident that such a partnership will bring mutual benefits and lay the foundation for a strong and lasting relationship. We look forward to discussing how we can support your fintech ambitions in Vietnam.

By Phan Thi Phuong Anh – Midland & Partners