On April 29, 2025, the Government promulgated Decree No. 94/2025/ND-CP providing regulations on the controlled testing mechanism (Sandbox) in the banking sector for the implementation of new products, services, and business models through the application of technological solutions (“Decree 94”), with the aim of supporting innovation, promoting financial inclusion, and developing financial technology (Fintech) models.
Peer-to-peer lending (P2P Lending) is one of the three Fintech solutions eligible for pilot testing under this Decree, alongside credit scoring and data sharing via Open API.
Below, ATA Legal Services summarizes several key contents relating to peer-to-peer lending and the peer-to-peer lending solution under the testing mechanism provided in Decree 94:
1. What is Peer-to-Peer Lending?
According to Decree 94, peer-to-peer lending is a solution that uses technology to directly connect borrowers and lenders on a digital platform provided by a Fintech company, using Vietnamese Dong as the means of payment. This model operates without the involvement of traditional financial intermediaries such as banks or finance companies.
In practice, Vietnam has seen the emergence of various platforms (applications, websites) operating under this model in recent years—connecting capital providers with borrowers—such as Fiin Credit, Tima, Moneyveo, etc. However, this model has yet to be officially recognized or regulated under any legal instrument.
2. Conditions for Peer-to-Peer Lending During the Testing Period
Decree 94 sets forth the following conditions for conducting peer-to-peer lending under the testing mechanism:
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The lender must be a legal entity (including credit institutions and foreign bank branches) established under Vietnamese law, or an individual holding Vietnamese nationality;
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The borrower must be a legal entity (excluding credit institutions and foreign bank branches) established under Vietnamese law, or an individual holding Vietnamese nationality; and must not be the Fintech company or a related party thereof;
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The loan agreement must be established on a peer-to-peer lending solution provided by a Fintech company legally incorporated or registered for business in Vietnam, and holding a Certificate of Participation in the Testing Mechanism;
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The term of the loan agreement must not exceed 02 years.
3. Conditions for Fintech Companies to Participate in the Testing Mechanism
a. Conditions for the Peer-to-Peer Lending Solution:
A peer-to-peer lending solution shall be considered for issuance of a Certificate of Participation in the Testing Mechanism if it meets all of the following criteria:
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It contains technical or operational features that are not clearly or specifically regulated under current legislation;
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It is innovative, delivers benefits and added value to users, and supports the goal of promoting financial inclusion in Vietnam;
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It has measures in place for risk management, incident handling during the testing period, consumer protection, and mitigation of adverse impacts on the financial system;
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It has been fully tested and assessed by the testing entity in terms of function, usability, effectiveness, and market readiness;
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It includes controls on the maximum outstanding loan balance per borrower;
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All loan, interest, and fee transactions must be conducted through customer payment accounts or e-wallets;
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It has mechanisms to ensure that loan agreements do not exceed a term of 02 years.
b. Conditions for the Fintech Company Providing the Solution:
Legal and nationality requirements:
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Must be a Vietnamese enterprise; not a foreign-invested enterprise;
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Must not be undergoing division, separation, merger, consolidation, conversion, dissolution, or bankruptcy.
Leadership requirements:
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The legal representative and General Director (Director) must be Vietnamese nationals, have no criminal record, and must not have been subject to administrative penalties in finance, banking, or cybersecurity;
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Must not simultaneously be the owner or manager of a business providing financial, banking, pawn, or multi-level marketing services; involved in rotating savings and credit associations (hui/ho/bieu/phuong); or a senior manager in a credit institution, foreign bank branch, or intermediary payment service provider (including Members of the Board of Directors, Members’ Council, Supervisory Board, General Director (Director), Deputy General Director (Deputy Director), and equivalent positions);
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Must possess a university degree or higher in economics, business administration, law, or information technology, and have at least 02 years of experience in managing or operating in the fields of finance or banking; and must not fall under any legal prohibitions.
Infrastructure and human resources requirements:
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The IT and data storage systems must be located in Vietnam and have an independent backup system to ensure continuous operation;
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Customer data must be stored and shared on a digital platform with high security, transparency, and in compliance with legal regulations;
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The IT system must be tested and evaluated before being put into operation;
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The company must have a qualified technical team capable of operating the system safely and continuously.
4. Duration and Scope of the Testing Mechanism
Testing duration: Up to 02 years from the date the Certificate of Participation in the Testing Mechanism is issued by the State Bank of Vietnam, with the possibility of extension as prescribed.
Scope of testing:
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Testing activities are limited to Vietnamese territory, not allowed to be conducted across borders, and must comply with the scope defined in the Certificate;
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The company may only conduct peer-to-peer lending activities. It may not provide loan guarantees to customers, act as a customer, or offer the lending solution to pawn businesses.
In summary, Decree 94 represents a significant step forward in the formalization of Fintech activities in the banking sector, especially peer-to-peer lending—a model that has grown considerably in the market but lacks a clear legal framework in Vietnam. Allowing this model to be tested under controlled conditions helps refine the structure, create a safer and more transparent capital access channel for individuals and businesses, and mitigate the risks of black credit and usurious lending practices.
Decree 94 takes effect as of July 1, 2025.
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