Background and Legal Context
Peer-to-Peer ("P2P") lending has been operating in Vietnam since approximately 2015, primarily serving individuals and small businesses lacking access to traditional credit channels. Despite its rapid expansion, the sector has remained largely unregulated, operating under the general provisions of the Civil Code 2015. In particular, P2P lending transactions are legally characterized as either: (i) Loan agreements between individual lenders and borrowers; or (ii) Service contracts between platform users and fintech intermediaries.
Recognizing the innovative nature of fintech solutions and the associated regulatory challenges, the Government of Vietnam has promulgated Decree No. 94/2025/ND-CP (“Decree 94”), effective as of 1 July 2025, establishing a pilot regulatory sandbox mechanism for selected financial technology models. This marks the first formal legislative initiative to structure the regulatory landscape for P2P lending activities in Vietnam. The following sections outline key regulatory considerations and implications for P2P lending activities under Decree 94.
Voluntary Paricipation
Voluntary Paricipation. Decree 94 introduces a sandbox framework for P2P lending administered by the State Bank of Vietnam (“SBV”). Participation in this mechanism is voluntary and is not a prerequisite for engaging in P2P lending activities. Fintech enterprises may continue to operate in compliance with existing laws, including the Law on Investment, Law on Enterprises, and the Civil Code, without enrolling in the sandbox program. Nevertheless, participation may confer significant strategic advantages, including enhanced regulatory engagement, risk mitigation, and potential influence over the eventual formalization of industry-specific regulations.
Scope and Eligibility Criteria
Decree 94 defines P2P lending as the use of digital platforms by non-bank fintech companies to connect individual or institutional lenders and borrowers for the execution of loan agreements. Entities eligible to participate in the P2P lending sandbox include:
Operational Limitations
P2P lending companies may only engage in activities expressly stated in their Certificate of Participation issued by the SBV. The following are explicitly prohibited:
These limitations are intended to safeguard the neutrality of the platform, reduce conflicts of interest, and limit regulatory and financial risk exposures.
Regulatory and Operational Requirements
Fintech companies seeking to participate in the sandbox must demonstrate compliance with a robust set of operational, technical, and governance requirements, including:
Failure to comply with these conditions may result in revocation of sandbox certification and termination of participation rights.
Conclusion and Implications
Decree No. 94/2025/ND-CP marks a pivotal development in Vietnam’s approach to regulating financial technology, establishing a structured and supervised environment in which P2P lending models can be tested and refined. While participation in the sandbox is not mandatory, it provides a valuable opportunity for fintech companies to engage proactively with regulatory authorities, demonstrate compliance capabilities, and influence the development of a permanent legal framework.
Entities seeking to enter or expand within Vietnam’s P2P lending market—particularly those involving foreign capital—should undertake a careful review of their ownership structures, regulatory readiness, and long-term strategic alignment with the evolving policy landscape introduced by Decree 94.
1. Background and Legal Context
Peer-to-Peer ("P2P") lending has been operating in Vietnam since approximately 2015, primarily serving individuals and small businesses lacking access to traditional credit channels. Despite its rapid expansion, the sector has remained largely unregulated, operating under the general provisions of the Civil Code 2015. In particular, P2P lending transactions are legally characterized as either: (i) Loan agreements between individual lenders and borrowers; or (ii) Service contracts between platform users and fintech intermediaries.
Recognizing the innovative nature of fintech solutions and the associated regulatory challenges, the Government of Vietnam has promulgated Decree No. 94/2025/ND-CP (“Decree 94”), effective as of 1 July 2025, establishing a pilot regulatory sandbox mechanism for selected financial technology models. This marks the first formal legislative initiative to structure the regulatory landscape for P2P lending activities in Vietnam. The following sections outline key regulatory considerations and implications for P2P lending activities under Decree 94.
2. Voluntary Paricipation
Voluntary Paricipation. Decree 94 introduces a sandbox framework for P2P lending administered by the State Bank of Vietnam (“SBV”). Participation in this mechanism is voluntary and is not a prerequisite for engaging in P2P lending activities. Fintech enterprises may continue to operate in compliance with existing laws, including the Law on Investment, Law on Enterprises, and the Civil Code, without enrolling in the sandbox program. Nevertheless, participation may confer significant strategic advantages, including enhanced regulatory engagement, risk mitigation, and potential influence over the eventual formalization of industry-specific regulations.
3. Scope and Eligibility Criteria
Decree 94 defines P2P lending as the use of digital platforms by non-bank fintech companies to connect individual or institutional lenders and borrowers for the execution of loan agreements. Entities eligible to participate in the P2P lending sandbox include:
§ Borrowers: Vietnamese citizens or Vietnamese legal entities (excluding credit institutions and foreign bank branches);
§ Lenders: Vietnamese citizens or legal entities, including credit institutions and foreign bank branches;
§ Platform operators: Fintech companies lawfully established under Vietnamese law, excluding credit institutions and foreign bank branches, and possessing valid enterprise registration. Notably, Decree 94 expressly restricts that the Platform operator must not be foreign-invested enterprises. Although the Decree does not define “foreign-invested enterprise” reference to the Law on Investment 2020 suggests that foreign-invested enterprise” may include (i) companies with any shareholder being a foreign investor and (ii) companies indirectly controlled by foreign investors in certain stipulated circumstances.
4. Operational Limitations
P2P lending companies may only engage in activities expressly stated in their Certificate of Participation issued by the SBV. The following are explicitly prohibited:
§ Acting as a lender or borrower on their own platform;
§ Providing collateral or guarantees in respect of customer transactions;
§ Offering services to pawnshop businesses;
§ Facilitating cross-border lending or involving offshore investors or borrowers.
These limitations are intended to safeguard the neutrality of the platform, reduce conflicts of interest, and limit regulatory and financial risk exposures.
5. Regulatory and Operational Requirements
Fintech companies seeking to participate in the sandbox must demonstrate compliance with a robust set of operational, technical, and governance requirements, including:
§ Implementation of systems to monitor and control the maximum outstanding debt per borrower, including integration with the Credit Information Center (“CIC”);
§ Utilization of payment accounts or e-wallets for all loan disbursements, repayments, interest, and fee transactions, thereby ensuring that platform operators do not undertake credit activities themselves;
§ Maintenance of adequate IT infrastructure, human resources, data security protocols, and digital platform resilience;
§ Transparency obligations regarding platform operation and disclosure of risks, fees, and borrower information;
§ Periodic reporting to the SBV and CIC on operational data and compliance indicators.
Failure to comply with these conditions may result in revocation of sandbox certification and termination of participation rights.
6. Conclusion and Implications
Decree No. 94/2025/ND-CP marks a pivotal development in Vietnam’s approach to regulating financial technology, establishing a structured and supervised environment in which P2P lending models can be tested and refined. While participation in the sandbox is not mandatory, it provides a valuable opportunity for fintech companies to engage proactively with regulatory authorities, demonstrate compliance capabilities, and influence the development of a permanent legal framework.
Entities seeking to enter or expand within Vietnam’s P2P lending market—particularly those involving foreign capital—should undertake a careful review of their ownership structures, regulatory readiness, and long-term strategic alignment with the evolving policy landscape introduced by Decree 94.