Peer-to-Peer (P2P) Lending Regulatory Analysis in Vietnam

Peer-to-peer (P2P) lending is one of the rapidly developing financial technology Fintech solutions in recent times, serving as an alternative to traditional bank loans offered by commercial banks worldwide. In Vietnam, the Government has recently issued Decree No. 94/2025/ND-CP, which allows for the pilot implementation of P2P lending starting from July 1, 2025. Therefore, what exactly is P2P lending? Below, Viet An Law will help our valued clients gain a better understanding of this concept.

P2P lending is one of the Fintech solutions

According to Clause 2, Article 1 of Decree No. 94/2025/ND-CP, financial technology solutions (referred to as Fintech solutions) that are eligible for pilot implementation under the Regulatory Sandbox include:

• Credit scoring;
• Data sharing via open application programming interfaces (Open API);
• Peer-to-Peer lending.

Thus, P2P lending is one of the financial technology (Fintech) solutions and is eligible for pilot implementation under the controlled regulatory sandbox in the banking sector for the deployment of new products, services, and business models through the application of technological solutions.

What is the nature of P2P lending?

According to Clause 3, Article 3 of Decree No. 94/2025/ND-CP, the term “P2P lending” is defined as follows:

“P2P lending solution refers to an information technology application solution provided by a P2P lending company to connect borrowers and lenders, assist in contract conclusion via a digital platform. The currency used in the peer-to-peer lending solution is VND.”

Based on this regulation, P2P lending is characterized by the following features:

Application of information technology

• This is the core characteristic of P2P lending. Lending and borrowing activities are carried out on online transaction platforms, rather than through traditional banks or financial institutions.
• P2P lending companies provide services via websites or mobile applications that connect lenders with suitable borrowers, regardless of their location, making access to credit more convenient and efficient. These platforms provide investment and lending services to a wide range of users, including both investors and borrowers, covering loan types from small, short-term loans to large, long-term loans, and facilitate direct transactions between the parties involved.

P2P lending company

• A P2P lending company is a Fintech firm that provides P2P lending solutions to its customers.
• A P2P lending company does not directly engage in lending activities. It merely offers a digital platform to facilitate connections; it is neither a lender nor a borrower, and it does not use its capital to provide loans.

Users of the P2P lending solution

Users of the P2P lending solution include both lenders and borrowers. These users are provided and connected through the platform operated by the P2P lending company, and include:

• Lenders may be legal entities (including credit institutions and branches of foreign banks) established following Vietnamese law, or Vietnamese citizens. These are typically individuals with idle capital seeking investment returns.
• Borrowers may be legal entities (excluding credit institutions and branches of foreign banks) established under Vietnamese law, or Vietnamese citizens. They are often individuals or small businesses in need of quick loans with simplified procedures.

The lender and the borrower enter into a direct contract with each other, but the process is facilitated by the digital platform provided by the P2P lending company.

Currency used

All transactions must be conducted in Vietnamese dong (VND). This regulation aims to ensure tight control over capital flows and to prevent illegal cross-border financial activities.

Scope of operations

P2P lending companies are only permitted to offer P2P lending solutions within the scope of the Regulatory Sandbox as specified in the Certificate of Participation in the Regulatory Sandbox issued by the State Bank of Vietnam.

A P2P lending company participating in the Sandbox is not allowed to engage in any business activities outside those stated in the Certificate, not permitted to provide or guarantee customer loans, not allowed to act as a borrower or lender on its platform, and not permitted to provide P2P lending services to pawnshop businesses.

Peer-to-Peer (P2P) lending regulatory analysis in Vietnam, effective from July 1, 2025

According to Decree No. 94/2025/ND-CP, a regulatory sandbox for P2P lending will be officially launched starting July 1, 2025. The trial period for P2P lending activities is limited to a maximum of two years. P2P lending companies may only operate within the approved scope set forth in the Certificate of Participation issued by the State Bank of Vietnam. When applying for participation in the Sandbox, companies must comply with Section 2, Chapter II of the Decree, including the following:

Conditions and criteria for participating in the Sandbox

A P2P lending solution will be considered for a Certificate of Participation if it meets the criteria outlined in Clause 1, Article 8 of Decree 94/2025/ND-CP, and the following specific conditions:

• There must be measures in place to determine and manage the maximum outstanding debt per borrower on the P2P platform, and the ability to report and access real-time borrower information from the Vietnam National Credit Information Center (CIC) to ensure compliance with lending limits both on a per-platform and aggregated basis across all P2P platforms in the Sandbox;
• Loan disbursements, payments of principal, interest, and fees must be processed via the borrower’s/lender’s payment account at a licensed credit institution, branch of a foreign bank, or through the customer’s e-wallet provided by a licensed intermediary payment service provider;
• The platform must ensure that the loan contract term does not exceed two years for any transaction conducted within the scope of the Sandbox.

A Fintech company applying to pilot a P2P lending solution will be considered for the Certificate of Participation in the Regulatory Sandbox if the solution meets the above-mentioned criteria and the company fulfills the following specific conditions:

• Being an enterprise that is legally established and operating within the territory of Vietnam, is not a foreign-invested enterprise, is not in the process of division, separation, merger, acquisition, transformation, dissolution, or bankruptcy by the provisions of law;
• The company’s legal representative and General Director (Director) must be a Vietnamese national; have no criminal record; not be subject to administrative penalties in the fields of finance, banking, or cybersecurity; must not concurrently be the owner or manager of an enterprise operating in financial services, banking, pawn services, or multi-level marketing; must not be the head of informal lending groups (such as “hui”, “ho”, “bieu”, or “phuong”) or hold positions such as member of the Board of Directors, member of the Members’ Council, member of the Supervisory Board, General Director (Director), Deputy General Director (Deputy Director), or equivalent positions at credit institutions, foreign bank branches, or intermediary payment service providers;
• The company’s legal representative and General Director (Director) must hold at least a university degree in one of the fields of economics, business administration, law, or information technology, and have at least two years of experience in a managerial or executive position at an organization in the financial or banking sector, and must not fall under any legal prohibitions as prescribed by law;
• Must meet minimum requirements in terms of human resources, infrastructure, and technical capacity for the digital platform implementing the P2P lending solution.

Application dossier for participation in the Sandbox

The application dossier for a Fintech company registering for the P2P lending Sandbox must include specific documents, such as:

• Application form for participation using Form No. 03 of Appendix I attached to Decree 94/2025/ND-CP.
• Documentation describing the organizational and management structure for the implementation of the P2P lending solution registered for the Regulatory Sandbox.
• Resolution of the Members’ Council, Board of Directors, General Meeting of Shareholders, or written approval by the authorized representative of the owner, in accordance with the authority specified in the Company Charter, approving the proposal describing the P2P lending solution registered for the Regulatory Sandbox.
• Proposal describing the P2P lending solution registered for the Regulatory Sandbox.
• Testing plan, including: estimated time, location, and scope of testing, estimated funding for the testing activities, expected resources participating in the pilot, principles of communication and reporting with the State Bank during the pilot phase; and the termination plan to ensure feasibility in fulfilling obligations to customers and stakeholders after the sandbox participation is discontinued.
• Personnel documentation: Curriculum vitae, judicial record certificate (issued within 06 months prior to the submission date), copies of diplomas and certificates proving qualifications and professional competency of the legal representative and General Director (Director); documents from the authorized representative of the organization where the legal representative or General Director (Director) has worked or is currently working, confirming position and duration of tenure, or copies of documents proving the position and duration of service at the organization.
• Copies of documents proving that the Fintech company has been legally established and is operating in accordance with the law, including: Establishment license or equivalent legal documents, and the company’s Charter.

Procedures for registering participation in the Regulatory Sandbox

• Submission of application: via postal service or direct submission to the One-Stop Department of the State Bank of Vietnam;
• Receipt of application: Within 05 working days from the date of receipt, the State Bank shall issue a written confirmation of receipt of a complete and valid dossier or request the organization to supplement or complete the application;
• Evaluation of application: Within 90 working days from the date of issuing the confirmation of complete dossier receipt, the State Bank shall coordinate with relevant ministries to appraise the application, including on-site inspections if necessary;
• Issuance of Certificate: After the appraisal period, the State Bank shall issue the Certificate of Participation in the Regulatory Sandbox to the applicant organization if the application meets all conditions and criteria.
• Implementation of solution: Within 90 days from the date of issuance of the Certificate of Participation in the Regulatory Sandbox by the State Bank, the

A certified organization must implement the P2P lending solution within the scope specified in the Certificate.

Notes on the reporting obligations of peer-to-peer lending companies

• The State Bank of Vietnam has the authority to require organizations participating in the Regulatory Sandbox to provide relevant information periodically or on an ad-hoc basis regarding the testing process;
• Organizations participating in the Regulatory Sandbox are responsible for submitting periodic reports and providing ad-hoc information on the testing process, arising risks, and testing outcomes to the State Bank of Vietnam as prescribed.
• Organizations participating in the Regulatory Sandbox are responsible for submitting quarterly reports on the operational indicators of the Fintech solution under testing.
• Reports must be submitted after half of the testing period has elapsed and again before the end of the testing period;
• P2P lending companies are responsible for reporting customer credit information (including both borrowers and lenders) to the Vietnam National Credit Information Center, following the decision of the Governor of the State Bank of Vietnam.

In reality, P2P lending through lending apps has rapidly proliferated in Vietnam in recent years. However, due to the lack of a legal framework, this activity poses significant risks to users. In particular, many individuals have taken advantage of this model to disguise illegal “black credit” operations online, with exorbitant interest rates and fees. Therefore, the introduction of regulations allowing for pilot implementation is expected to be an important step in shaping a suitable legal framework for the sustainable development of Fintech in Vietnam.

The above provides clarification on the question: What is Peer-to-Peer (P2P) Lending Regulatory Analysis in Vietnam? Should you require legal consultation on P2P lending or other financial solutions, please contact Viet An Law Firm for the best support and advice!