[LEGAL UPDATE] An Introduction to Vietnam's New Banking Sandbox Mechanism: Decree 94/2025/NĐ-CP

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Decree No. 94/2025/NĐ-CP, issued by the Government of Vietnam on April 29, 2025, establishes a controlled testing mechanism (Sandbox Mechanism) for novel products, services, and business models underpinned by financial technology (Fintech) solutions within the banking sector.

The key aspects of this significant decree are as follows:

• Eligible Fintech Solutions:

  • Credit scoring.

  • Data sharing through Open Application Programming Interfaces (Open API).

  • Peer-to-peer lending.

• Applicable Entities:

  • Credit institutions and foreign bank branches.

  • Fintech companies (legally established non-credit institutions/foreign bank branches providing Fintech solutions).

  • Competent state agencies.

  • Customers and other relevant organizations/individuals.

• Key Principles of the Participation Review Process:

  • Transparency, objectivity, public accessibility, and fairness in criteria, conditions, and selection.

  • Participation in the sandbox does not guarantee compliance with future general business and investment conditions.

  • Organizations not participating or not approved must comply with existing laws on enterprises and investment.

• Testing Parameters:

  • Duration: Maximum of two years, with potential for extension.

  • Location: Limited to the territory of Vietnam; cross-border testing is prohibited.

  • Scope: As specified in the Certificate of Participation. Peer-to-peer lending companies have specific scope limitations.

• Application Process and Dossiers:

  • Detailed dossiers are required, including application forms, organizational structure descriptions, relevant resolutions, a proposal describing the solution, and a testing plan.

  • The process involves submission, review by the State Bank of Vietnam, coordination with relevant ministries, potential on-site inspections, and issuance or rejection of the Certificate of Participation.

• Conditions and Criteria for Participation:

  • Fintech solution criteria focus on innovation, lack of clear existing regulation, benefits to users, risk management frameworks, consumer protection, evaluation, and feasibility.

  • Fintech companies must also meet conditions regarding legal status, personnel qualifications, and absence of conflicts of interest. Specific criteria apply to peer-to-peer lending solutions and companies, including managing outstanding balances, transaction processing, and IT system requirements.

ALTAS’ Services:

1. Business Licensing Package: including Company Establishment, Investment Registration, and Post-Registration Compliance: We provide guidance on post-registration obligations, such as tax registration, social insurance registration, and Corporate Secretarial Services;

2. Operational/ Specialized Licenses: We assist with obtaining operational licenses for specific business activities and regulated industries such as manufacturing, trading, services, e-commerce, Healthcare, Educational or Food & Beverage (restaurants) etc.;

3. Tax & Accounting & Bookkeeping Services: We assist with all aspects of tax compliance, bookkeeping services, social insurance contributions, and compliance with labor regulations. We also assist with Tax Settlements and Tax Refund for businesses including negotiating with tax authorities and resolving any outstanding tax liabilities;

4. Dispute Resolution including Litigation, Mediation, Arbitration; and

5. Legal Retainer Services upon Client’s demand.

Decree 94/2025/NĐ-CP provides a comprehensive regulatory framework for a banking sandbox in Vietnam. By establishing clear guidelines for participation, testing, supervision, and customer protection, the decree aims to foster innovation within a controlled environment, ultimately supporting the safe and effective integration of Fintech solutions into the financial sector.

Please feel free to reach us via email contact@altas.vn to discuss your specific concerns and explore how we can partner with you to navigate these reforms successfully.

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Written by: Mr. Luong Van Chuong (Chris) – Partner Lawyer at ALTAS Law & Mrs. Nguyen Nhac Thien An (Dorothy) – Managing Director at ALTAS Accounting
Date: May 5, 2025