In this article, we will analyze in detail and clarify the legal requirements, prerequisites, and dossiers and application process for participating in the Regulatory Sandbox for Peer-to-Peer Lending solutions in Vietnam according to the latest regulations of the Government and relevant guidelines of the State Bank of Vietnam (SBV).
Fintech businesses participate in the peer-to-peer lending pilot mechanism
1. Legal framework for banking Fintech testing mechanism
The Regulatory Sandbox was officially established in Vietnam through the Government's Decree No. 94/2025/ND-CP issued on April 29, 2025 and took effect from July 1, 2025 (Decree 94). This document creates a controlled legal corridor to support innovative activities in the banking and finance sector. The strategic objectives of the Testing Mechanism are concretized in the Decree, towards four main pillars as follows:
Promoting innovation: Modernizing the banking sector and realizing the goal of financial universalization for people and businesses in the direction of transparency, convenience, safety, efficiency and low cost.
Risk assessment: Create a real-world testing environment to evaluate the costs, risks, and benefits of Fintech solutions, thereby supporting the development of solutions that are suitable for market needs and future regulatory frameworks.
Limit risks for customers: Protect customers from potential risks when using new Fintech solutions that have not been regulated in the official legal framework.
Improving legal policies: The results of practical trial implementation are an important basis for competent state agencies to develop and complete the relevant legal framework in this new and risky field of banking and finance.
The scope of testing is limited to three key fintech solutions: Credit Scoring, Data Sharing via Open API Programming Interfaces, and Peer-to-Peer Lending (P2P Lending).
Different from Credit Institutions (CIs), a financial technology company (Fintech) is defined as an organization that is not a credit institution, has a legal business license in Vietnam, independently or cooperates with a credit institution to provide Fintech solutions.
For P2P Lending, the testing mechanism clearly positions the role of the Fintech company as a mere intermediary service. Decree 94 stipulates that P2P lending companies are only allowed to provide solutions to connect information between borrowers and lenders.
The scope of P2P Lending is strictly controlled by strictly prohibiting acts that are capital risk or exceed the test limits: (1) Self-provision of collateral for customers' loans. (2) Conducting activities outside the scope of testing issued in the Certificate. (3) Acting as a customer. (4) Providing P2P lending solutions for pawn companies.
This prohibition proves that the regulator recognizes that P2P Lending is at risk of turning into an illegal capital raising activity if it is not strictly controlled. Therefore, the registration dossier must clarify the ability to manage risks and commit to maintaining the role of technology intermediary, avoiding all forms of participation in the credit risk of loans.
2. Conditions for Fintech to test P2P lending solutions
To participate in the testing of P2P lending solutions, Fintech companies must demonstrate outstanding organizational, human and technical capacity, especially compared to other Fintech solutions such as Open API or Credit Scoring.
Firstly, the conditions for fintech solutions
Organizations are considered for a Certificate of Participation in the Testing Mechanism when the Fintech solution meets the following criteria:
(1) It is a solution with technical and professional content that current legal regulations do not provide specific and clear guidance for implementation and application;
(2) It is an innovative solution, bringing benefits and added value to service users in Vietnam, especially solutions to support and promote the goal of financial universalization;
(3) It is a solution that has designed and built a risk management framework, limiting negative impacts on the banking system and banking - currency - foreign exchange activities; has developed a plan on handling and overcoming risks occurring during the testing process; has developed a plan to protect consumer rights;
(4) It is a solution that has been organized to participate in the Testing Mechanism to fully review and evaluate measures in terms of operation and function, usefulness and usefulness;
(5) It is a feasible solution to be able to supply to the market after completing the testing process.
Secondly, requirements for organizations participating in the mechanism
In general legal terms, the registration organization must be a legal entity legally established and operating in the territory of Vietnam. The organization is also not in the process of division, separation, consolidation, merger, transformation, dissolution, bankruptcy in accordance with the law.
In addition, the P2P Lending testing mechanism applies high standards to the leadership team to minimize ethical risk and ensure governance capacity in a complex financial environment. These standards apply to the Legal Representative, General Director (or Director) of the Company:
Qualification criteria: Must have a university degree or higher in one of the disciplines such as Economics, Business Administration, Law, or Information Technology.
Experience criteria: Must have at least 02 years of experience as a manager or executive of an organization in the field of finance and banking.
The requirement of 02 years of experience in the field of finance/banking for key personnel is an important criterion. It emphasizes the need for the leadership team to have a deep understanding of credit risk management, legal compliance and traditional banking operations, thereby minimizing the risk of operational errors during the pilot process.
Third, strict requirements for facilities and techniques
For P2P Lending activities, the requirements for information technology systems are enhanced to ensure the safety and continuity of services, equivalent to the standards of important financial institutions. In particular, when Fintech enterprises participate in the test, it is mandatory: Information technology systems and information storage systems must be located in the territory of Vietnam; must be operated safely and continuously. In addition, it is imperative to have a backup technical system independent of the main system to ensure uninterrupted operation when incidents occur, especially technical and technological incidents.
The requirement for standalone redundancy systems is a strict technical standard. For a financial model that connects directly to citizens and can process thousands of transactions, service interruptions or data loss due to technology failures can cause serious financial damage and undermine system trust. Therefore, the dossier needs to demonstrate that the technical competence and restoration plan of the system meet this standard.
The State Bank of Vietnam (SBV)
3. Detailed instructions for dossiers to participate in the trial of the P2P Lending mechanism
The application for participation in the P2P Lending pilot mechanism must be built based on the official forms of Decree 94 and must highlight the organization's innovation, technical capacity, and commitment to compliance.
Legal documents to be prepared by Fintech companies
Appendix I of Decree 94/2025/ND-CP provides a list of document templates and official document requirements that Fintech companies are required to prepare and submit to the SBV.
(1) Application: Fintech companies applying for P2P lending solutions must use Form No. 03 (Form of application for a certificate of participation in the controlled testing mechanism in the banking sector, applicable exclusively to Fintech companies registering for P2P lending solutions).
(2) Documents proving legal status: Includes a copy of the Establishment License or equivalent documents, and the company's charter.
(3) Proof of competency: Documents proving that key personnel (Legal representative, General Director) meet the standards of qualifications and at least 02 years of management/executive experience in the field of finance and banking.
Requirements for explanation of P2P lending solutions
The P2P Lending Solution Explanation is the core document, where the Fintech company presents in detail its professional activities and technical capacity to convince the SBV that the company is qualified and meets the requirements to participate in the P2P Lending mechanism.
The core content of the Notes includes:
Process description: A detailed description of the processes and operations of implementing the P2P Lending solution, including how to register, credit appraisal, order matching mechanism between lenders and borrowers, disbursement, payment and debt collection processes.
Technical demonstration: A demo of the solution to illustrate the actual operation.
Technical and infrastructure explanation: A detailed explanation of technical issues related to digital platforms, especially meeting the requirements of storage systems in Vietnam, continuous security and independent redundancy systems.
Record of cooperative test: Record of acceptance of technical testing with the cooperating organization (if there is cooperation with a credit institution or other organization).
In the dossier, the registrant needs to specify the expected scope of operation of the Fintech solution for the SBV to consider and decide and clearly state in the Certificate of Participation. These factors include, but are not limited to: transaction limits and the maximum number of customers participating in using the solution. In addition, the dossier needs to show its commitment to compliance by reviewing and listing relevant legal regulations that the organization must ensure compliance in the process of providing P2P Lending solutions. Clarifying the commitment to comply with the law and risk management mechanism (especially liquidity risk, credit risk and contract dispute risk) is a key factor for the SBV to assess the feasibility and level of control of the solution.
4. Process of reviewing dossiers and issuing certificates
The application review process represents the flexibility of the regulator, but at the same time requires high professionalism and thorough preparation of compliance.
The registration organization shall submit the dossier to the SBV. The review mechanism is established to be "open" and highly supportive for innovative organizations.
In the process of registering to participate in the trial, the SBV encourages businesses to actively research, supplement and complete the dossier to ensure that it fully meets the terms and conditions of Decree 94. If the dossier is reviewed by the management agency and the opinion is not approved, the unsatisfactory contents will be indicated. More importantly, enterprises are allowed to supplement the dossier again if they commit to participate in the testing mechanism. This mechanism is a major departure from the traditional licensing process, helping Fintech companies mitigate the risk of being completely eliminated due to initial formal or technical shortcomings, thereby optimizing the preparation process.
If the application is approved, the SBV will issue a Certificate of Participation in the Testing Mechanism. This certificate clearly defines the approved duration and scope of operation.
For a maximum period of 02 years of testing, the P2P company must strictly comply with the approved limits, including the outstanding debt limit, the scope of customers, and the obligation to report data to the CIC. If there is a need to adjust the solution or the scope of the test, the enterprise must submit an application for adjustment according to regulations.
Upon completion of the pilot phase (up to 24 months), the organization must submit an Application for a Certificate of Completion of the Trial.
The criteria for the participating organization to be certified to complete the test and the issuance of the Certificate of Completion of the test include:
(1) The testing process was assessed as not violating the law.
(2) Fintech solutions are not part of a conditional business line.
(3) Or when official legal regulations related to Fintech solutions have been issued and come into effect.
The results of the trial will be used as a practical basis for competent state agencies to complete the legal framework. If the P2P Lending solution meets the requirements of the SBV, businesses can be officially licensed in the form of credit connection intermediary services or as a basis for requesting amendments and promulgating new specialized laws to recognize this new model.
Businesses need to be well prepared for the post-testing phase, including developing a clear and quantitative set of criteria for evaluating test results to support the legalization of the model. The legalization roadmap needs to be announced early and transparently so that participating entities can actively invest and control risks, avoiding operating in legal ambiguity after the sandbox ends.
The P2P Lending pilot mechanism under Decree 94 is an important legal step, helping Fintech companies shift their operations from a "legal gray area" to a controlled creative space. However, registration requires strict preparation in terms of compliance and technical capacity. Successful participation in the pilot mechanism will be a solid foundation for P2P Lending in Vietnam to develop safely, effectively, and with a clear legal orientation, and at the same time create a premise for the sustainable development of the digital financial ecosystem in Vietnam.
Lawyer Nguyen Van Phuc
HM&P Law Firm
