The rapid rise of financial technology (Fintech) has brought profound changes to the financial and banking services sector, with the emergence of various innovative solutions such as credit scoring, data sharing via open APIs (Application Programming Interfaces), and peer-to-peer lending. In this context, an increasing number of startups and investors are showing interest in establishing Fintech companies to tap into the vast potential of the market. In particular, the issuance of Decree No. 94/2025/ND-CP has officially allowed Fintech companies to offer Fintech solutions to the market.
What should businesses take into consideration when establishing a Fintech company establishment in Vietnam under Sandbox Regulatory? Viet An Law Firm is pleased to provide legal consultation and answers to our clients’ concerns on this matter.
Table of contents
According to Clause 1, Article 3 of Decree No. 94/2025/ND-CP, a financial technology company (Fintech company) refers to an organization that is not a credit institution or a foreign bank branch, but is legally licensed or registered for business operations within the territory of Vietnam. Such a company may independently provide Fintech solutions or cooperate with credit institutions or foreign bank branches to deliver Fintech solutions to the market.
Fintech solutions include:
To establish a Fintech company under the regulatory sandbox framework, enterprises should pay attention to the following two key procedures:
Procedure for obtaining the Enterprise Registration Certificate (enterprise registration): At the Business Registration Office in accordance with the Law on Enterprises 2020 and Decree No. 01/2021/ND-CP.
Procedure for obtaining the Certificate of Participation in the Regulatory Sandbox: At the State Bank of Vietnam in accordance with Decree No. 94/2025/ND-CP.
This article will focus on the procedure for obtaining the Certificate of Participation in the Regulatory Sandbox when establishing a Fintech company.
For Open Application Programming Interface (Open API) and Credit Scoring solutions.
Pursuant to Clause 2, Article 8 of Decree No. 94/2025/ND-CP, a Fintech company may be considered for issuance of the Certificate of Participation in the Sandbox Mechanism when its Fintech solution meets criteria similar to those applicable to credit institutions and foreign bank branches and satisfies the following conditions:
Legal Status: The entity must be a legal person duly established and legally operating within the territory of Vietnam; it must not be undergoing procedures of division, separation, merger, consolidation, conversion, dissolution, or bankruptcy in accordance with the applicable laws;
Legal Representative and General Director (Director): Must hold at least a university degree in one of the following fields: economics, business administration, law, or information technology, and possess a minimum of two years of experience as a manager or executive within an organization operating in the financial or banking sector; furthermore, must not fall under any categories prohibited by law.
A Fintech company registering to pilot a peer-to-peer lending solution shall be considered for issuance of the Certificate of Participation in the Sandbox Mechanism upon meeting the conditions stipulated in Clause 2, Article 11 of Decree No. 94/2025/ND-CP:
The enterprise must be legally established and operating in Vietnam; it must not be a foreign-invested enterprise; and must not be undergoing procedures of division, separation, merger, consolidation, conversion, dissolution, or bankruptcy in accordance with applicable laws;
The legal representative and the General Director (or Director) must be a Vietnamese national; must not have any criminal record; must not be subject to administrative sanctions in the fields of finance, banking, or cybersecurity; must not concurrently be the owner or manager of any enterprise operating in financial services, banking, pawn services, or multi-level marketing; must not be the owner of any informal rotating savings and credit associations (commonly known as “hui”, “ho”, “bia”, or “phuong”); and must not currently serve as a member of the Board of Directors, Member of the Members’ Council, member of the Supervisory Board, General Director (or Director), Deputy General Director (or Deputy Director), or hold equivalent positions in any credit institution, foreign bank branch, or intermediary payment service provider.
The legal representative and General Director (Director) must hold at least a university degree in one of the following fields: economics, business administration, law, or information technology, and have at least two years of experience as a manager or executive in organizations operating in the financial or banking sector; and must not fall under categories prohibited by law;
The company must meet standards regarding human resources, infrastructure, and technology for the digital platform implementing the peer-to-peer lending solution, ensuring the following minimum requirements:
Information technology systems and data storage systems must be located within the territory of Vietnam, operated securely and continuously; there must be an independent backup technical system to ensure uninterrupted operation in case of incidents, especially technical or technological failures;
Data and information of all customers and related parties must be updated, stored, and shared on a highly secure digital platform, ensuring transparency and publicity among participating parties while simultaneously protecting the information of participants from unrelated parties as prescribed by law;
The information technology system must be tested and evaluated prior to operation;
The technical team must possess specialized expertise to ensure safe and continuous system operation.
The application dossier for participation in the sandbox mechanism regarding Open API solutions and credit scoring shall comply with the provisions of Article 9 of Decree No. 94/2025/ND-CP.
The application dossier for participation in the Sandbox Mechanism for Fintech companies registering to pilot peer-to-peer lending solutions shall include specific documents as prescribed in Article 12 of Decree No. 94/2025/ND-CP.
Notes:
The application dossier must be prepared in Vietnamese. In cases where documents are issued by foreign competent authorities, they must be notarized or certified and legalized by the Vietnamese consulate in accordance with Vietnamese law (except for cases exempted from consular legalization under relevant legislation) and translated into Vietnamese.
Copies of dossiers and documents must be certified true copies or copies issued from the original registers, or copies accompanied by the originals for comparison in accordance with legal provisions. For dossiers submitted electronically, procedures shall comply with regulations on administrative procedures in the electronic environment.
Personal declaration forms prepared by the applicant must have signatures authenticated in accordance with legal regulations.
The dossier may be submitted via postal service or delivered directly to the One-Stop Office of the State Bank, or submitted online through the State Bank’s Public Service Portal or the National Public Service Portal.
Within 5 working days from the date of receipt, the State Bank shall issue a written confirmation acknowledging the complete and valid dossier or request the applicant organization to supplement and complete the dossier components for participation in the Sandbox Mechanism.
Within 90 working days from the date of issuing the written confirmation of receiving a complete and valid dossier, the State Bank shall coordinate with relevant ministries to conduct the dossier appraisal, including on-site inspections if necessary.
Within 15 working days from the date of the State Bank’s request, the relevant ministries shall provide their written opinions on the dossier to the State Bank.
Upon the expiration of the appraisal period as prescribed, the State Bank shall issue the Certificate of Participation in the Sandbox Mechanism to the organization whose dossier meets the prescribed conditions and criteria. In case of refusal, the State Bank shall provide a written response stating the reasons clearly.
The above constitutes consultancy on establishing a Fintech company establishment in Vietnam under Sandbox Regulatory. Clients seeking legal advice or assistance with procedures related to Fintech solutions are kindly invited to contact Viet An Law Firm for the most comprehensive support and consultation.
