Regulatory Sandbox Participation Requirements in Vietnam

A sandbox is a controlled legal testing environment that allows businesses to experiment with new business models in a flexible legal framework, while still being supervised by regulatory authorities. This model has been adopted by many countries to foster innovation without increasing systemic risk. In Vietnam, the Government has recently issued Decree No. 94/2025/ND-CP regulating the sandbox mechanism in the banking sector, applicable to the deployment of new products, services, and business models using financial technology (Fintech) solutions. Thus, what are the regulatory sandbox participation requirements in Vietnam? Below, Viet An Law provides legal consultation and answers to help clients better understand the requirements and procedures for joining the sandbox program.

What is a Sandbox?

A regulatory sandbox is a pilot legal framework a relatively new and flexible approach in legislative techniques that allows for direct, time-limited testing of innovations under regulatory supervision. The sandbox enables real-world experimentation within a defined scope and duration, with appropriate safeguards in place to mitigate risks and prevent any significant impact on the national financial system in case of failure.

Recently, the Government of Vietnam issued Decree No. 94/2025/ND-CP, which regulates the controlled testing mechanism (sandbox) in the banking sector. This applies to the deployment of new products, services, and business models using technological solutions (i.e., financial technology or Fintech), and takes effect from July 1, 2025. The key contents of the decree are as follows:

Fintech Solutions Eligible for the Sandbox Mechanism

The financial technology solutions (Fintech solutions) eligible to participate in the sandbox mechanism include:

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

Eligible Participants in the Sandbox Mechanism

Entities eligible to participate in the sandbox mechanism include credit institutions, branches of foreign banks, and Fintech companies that have been granted a Certificate of Participation by the State Bank of Vietnam.

Duration of the Testing Period

The maximum testing period for Fintech solutions is 02 years, depending on the specific solution and sector, calculated from the date the Certificate of Participation is issued by the State Bank of Vietnam.

The validity of the Certificate of Participation must not exceed the duration (if any) of the organization’s establishment license or business registration certificate.

Testing Environment

The testing of Fintech solutions is restricted to within the territory of Vietnam and may not be conducted across borders.

Scope of Testing

Organizations participating in the sandbox are only permitted to provide Fintech solutions within the scope specified in their Certificate of Participation.

Regulatory Sandbox Participation Requirements in Vietnam in the Sandbox for Open API and Credit Scoring Solutions

Conditions for Credit Institutions and Foreign Bank Branches to Participate in theSandbox

(According to Clause 1, Article 8 of Decree No. 94/2025/ND-CP)

Credit institutions (excluding those under special control pursuant to the Law on Credit Institutions) and foreign bank branches may be granted a Certificate of Participation in the sandbox if their Fintech solution meets the following criteria:

• The solution involves technical and operational aspects that are not yet specifically or clearly regulated under current legal provisions.
• The solution demonstrates innovation, brings benefits and added value to users in Vietnam especially those that support and promote financial inclusion.
• The solution includes a risk management framework, which: Minimizes negative impacts on the banking and financial – monetary – foreign exchange systems; Contains contingency plans for handling and mitigating risks that may arise during the testing period; Provides for the protection of consumer rights.
• The solution has undergone comprehensive internal review and assessment by the organization applying to participate in the sandbox, covering operational, functional, and utility aspects.
• The solution is technically and commercially feasible for deployment to the market after the testing period ends.

Conditions for Fintech Companies

A financial technology company (Fintech company) is an organization that is not a credit institution or a foreign bank branch, possessing a valid establishment license or business registration in the territory of Vietnam; it may provide Fintech solutions independently or in cooperation with credit institutions or foreign bank branches to bring Fintech solutions to market.

According to Clause 2 Article 8 of Decree No. 94/2025/ND-CP, a Fintech company may be considered for a Certificate of Participation in the Sandbox Mechanism when its Fintech solution meets the same criteria as those required for credit institutions and foreign bank branches, and additionally fulfills the following conditions:

• Legal status: The company must be a legal entity lawfully established and operating in the territory of Vietnam; not undergoing division, separation, merger, consolidation, transformation, dissolution, or bankruptcy under the law;
• Legal representative and General Director (Director): Must hold a university degree or higher in one of the following fields: economics, business administration, law, or information technology, and have at least 02 years of experience as a manager or executive of an organization in the finance or banking sector, and must not fall under any prohibited categories as prescribed by law.

Conditions for Participating in the Sandbox for Peer-to-Peer Lending (P2P Lending)

Conditions for Peer-to-Peer Lending Solutions

A Peer-to-Peer (P2P) Lending solution is a technology-based solution provided by a P2P lending company to connect information and facilitate the conclusion of contracts on a digital platform between borrowers and lenders. The currency used in P2P lending solutions is Vietnamese Dong (VND).

A P2P lending solution may be considered for issuance of a Certificate of Participation in the Sandbox Mechanism when it meets the same criteria as credit institutions and foreign bank branches, and also satisfies the following conditions under Clause 1 Article 11 of Decree No. 94/2025/ND-CP:

• Has measures to identify and manage the maximum outstanding loan balance for each borrower using its P2P lending solution; provides real-time reporting and access to borrower information through the Vietnam National Credit Information Center, to ensure compliance with regulations on maximum loan limits per borrower across both the individual platform and the entire ecosystem of P2P lending solutions participating in the sandbox;
• The disbursement and repayment of loans, interest, and fees related to customer transactions on the P2P lending solution must be conducted through the customer’s payment account at a credit institution, foreign bank branch, or via the customer’s e-wallet at a licensed intermediary payment service provider;
• Has mechanisms in place to ensure that loan contract terms between borrowers and lenders using the P2P lending solution in the sandbox do not exceed 02 years.

Conditions for Fintech Companies Registering to Pilot Peer-to-Peer Lending Solutions

A Fintech company applying to pilot a Peer-to-Peer (P2P) Lending solution may be considered for issuance of a Certificate of Participation in the Sandbox Mechanism when the solution meets the criteria applicable to P2P lending solutions mentioned above, and fulfills the following specific conditions:

Legal Status

The enterprise must be legally established and operating within the territory of Vietnam; it must not be a foreign-invested enterprise, and must not be in the process of division, separation, merger, transformation, dissolution, or bankruptcy as prescribed by law.

Legal Representative and General Director (Director)

• Must be a Vietnamese national; have no criminal record; not be subject to administrative sanctions in the fields of finance, banking, or cybersecurity; and not concurrently be an owner or manager of any enterprise operating in financial services, banking, pawn services, multi-level marketing; must not be the head of informal credit groups such as “hui, họ, biêu, phường”; and must not concurrently hold key positions (Board of Directors, Board of Members, Supervisory Board, General Director, Deputy General Director, or equivalent titles) in any credit institution, foreign bank branch, or payment intermediary service provider.
• Must hold a university degree or higher in economics, business administration, law, or information technology, and have at least 02 years of management or executive experience in the finance or banking sector; must not be subject to any legal prohibitions.

Human Resources, Facilities, and Technology Requirements

• Must meet technical and personnel standards for operating a digital P2P lending platform, with at least the following minimum requirements:
• IT systems and data storage must be located within Vietnam’s territory, with safe and continuous operation; a backup technical system independent from the main system must be in place to ensure uninterrupted service in the event of technical or technological failures.
• All customer data and information of related parties must be updated, stored, and shared on a secure digital platform that ensures transparency among participants, while protecting their information from unrelated parties in accordance with the law.
• The IT system must be tested and evaluated before being put into operation.
• The technical team must be professionally qualified to ensure safe and continuous operation of the system.

Thus, compared to Fintech companies registering to pilot Open API or Credit Scoring solutions, Fintech companies applying to test P2P lending solutions must meet stricter conditions, especially in terms of legal representative, general director, and technical infrastructure and human resources.

Note on preparing documentation to demonstrate eligibility and criteria for participating in the sandbox

The application dossier for participating in the regulatory sandbox for Open API and credit scoring solutions shall be prepared in accordance with Article 9 of Decree No. 94/2025/ND-CP. The application dossier for participation in the sandbox by Fintech companies registering to pilot peer-to-peer (P2P) lending solutions shall include specific documents as stipulated under Article 12 of Decree No. 94/2025/ND-CP.

In addition, applicants must prepare supporting documents to demonstrate compliance with the eligibility criteria for sandbox participation and develop a detailed proposal describing the P2P lending solution, as guided in Appendix II and Appendix III attached to Decree No. 94/2025/ND-CP.

For example:

• Regarding the criterion “The solution contains technical and operational elements that are not yet clearly and specifically guided by existing legal regulations for implementation and application”, the application dossier must specifically cite the legal provisions directly governing the solution; identify the practical difficulties and challenges arising from the lack of detailed legal guidance during the deployment of the Fintech solution. The dossier should also reflect a review and listing of relevant legal regulations that the organization applying to participate in the sandbox must comply with during the provision of the Fintech solution.
• Regarding the project proposal for the peer-to-peer (P2P) lending solution “Explanatory document of the P2P lending solution”, the content must include: a description of the procedures and operations for implementing the P2P lending solution; a demonstration version (demo); a technical explanation; and a technical test acceptance report with the cooperating organization (if applicable).

The above is a legal advisory on the conditions for regulatory sandbox participation requirements in Vietnam. If clients have any legal inquiries or need assistance with the application process for obtaining the Certificate of Participation in the Sandbox Mechanism, please contact Viet An Law Firm for the most timely and effective support!