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Summary of 2nd Draft Decree On Fintech Regulatory Sandbox in Vietnam


On 5 April 2022, the State Bank of Vietnam (“SBV”) has released the second draft of the decree (“2nd Draft Decree”) on the fintech regulatory sandbox (“Sandbox Program”) for public comments.  Below is a summary of key contents of the 2nd Draft Decree.  After collecting public comments as well as opinions from relevant ministries, ministerial-level agencies, credit institutions and relevant organizations, the final Draft Decree will be appraised by the Ministry of Justice.  Upon receiving appraisal feedbacks from the Ministry of Justice, the SBV will finalize the Draft Decree and submit it to the Government for final approval.
Compared with the first draft released in early June 2020 (“1st Draft Decree"), the 2nd Draft Decree provides a more comprehensive set of regulations, setting out eligibility criteria for entities participating in the Sandbox Program as well as relevant licensing/reporting templates.
1.   Governed Entities

Entities falling under the purview of the 2nd Draft Decree include:1

  • Credit institutions wishing to participate in the Sandbox Program;

  • Fintech companies wishing to participate in the Sandbox Program.  The 2nd Draft Decree defines “fintech companies” as entities:2
    (a) not being credit institutions or branches of foreign banks in Vietnam; and
    (b) providing fintech solutions to the Vietnamese market independently or through collaboration with credit institutions or branches of foreign banks in Vietnam;

  • Other individuals and entities related to the Sandbox Program.  In particular, these include management authorities, customers utilizing the fintech solutions, and partners directly relating to the fintech solutions of the entities participating in the Sandbox Program.3

2.   Fintech solutions covered under the Sandbox Program

The Sandbox Program covers the following fintech solutions (“Fintech Solutions”):4

  1. Extension of credits on technology platform;

  2. Credit scoring;

  3. Open application programming interface (i.e., open API);

  4. Peer-to-peer lending (i.e., P2P lending);

  5. Technology-based solutions (including blockchain and distributed ledger technology (DLT)); and

  6. Other banking support services in line with the Sandbox Program.

3.   Eligibility Criteria and licensing procedures

Credit institutions and fintech companies which wish to participate in the Sandbox Program must obtain a Certificate of Participation in the Sandbox Program (“Participation Certificate”) issued by the SBV.5  Unlike the 1st Draft Decree, under the 2nd Draft Decree, the SBV is delegated to be the main authority in charge of appraising and issuing relevant certificates for the Sandbox Program, without the need of an in-principle approval from the Prime Minister.
The 2nd Draft Decree sets forth in more details the criteria and licensing procedures applicable to entities participating in different types of the aforesaid Fintech Solutions.  In particular:


Fintech Solutions (i), (ii), (iii), (v) and (vi)6

Fintech Solution (iv) (i.e., P2P Lending)7

Criteria on participating entities

1.  Incorporation and status:

  • Being a legal entity duly established and operating in Vietnam;
  • Not being under reorganization, bankruptcy or dissolution in accordance with an issued decision; and
  • Not being within the group of credit institutions under special supervision in accordance with the Law on Credit Institutions.

1.  Incorporation and status:

  • Being a legal entity duly established and operating in Vietnam;
  • Not being under reorganization, bankruptcy or dissolution in accordance with an issued decision; and
  • Having an establishment license/enterprise registration certificate that does not include the pawn business.

2.  Management:

  • Legal representative and (general) director must have professional background or actual experience in business management or in the relevant industry; and
  • Personnel implementing the Fintech Solution must have specialized professional background in the relevant industry.

2.  Management:

  • Legal representative and (general) director should neither have any criminal record nor have been subject to any administrative sanction in the financial, banking or cybersecurity areas.

3.   Requirements on the proposed Fintech Solutions:

  • The technical and professional aspects of such Fintech Solution must be wholly unregulated under Vietnamese laws (i.e., have not been regulated by other laws) or the current legal framework does not provide a clear and/or detailed guidance on the application of such solution;
  • The solution must be a creative solution which can benefit and bring about added value to users in Vietnam – especially those solutions which can support and foster financial inclusion;
  • The solution must be equipped with a risk management system to limit adverse impacts on the banking system and the financial sector of Vietnam, and capable of tackling and reducing risks during the test run;
  • The participating entities must have performed thorough assessment measures on the solutions’ operation and functions; and
  • The solution must be feasible to be distributed into the Vietnamese market upon completion of its test run in the Sandbox Program.

Licensing process

  • The participating entity is required to submit an application dossier to the SBV, which contains several prescribed documents, including detailed proposals on the test run of the proposed Fintech Solutions, technical/professional procedures on the implementation of the relevant Fintech Solutions, estimated expenses and costs for the test run, reporting scheme with the SBV on the test run progress, presentation on the participating entity’s management and governance. In terms of P2P Lending, the application dossier is more complicated, which also includes descriptions on relevant procedures on KYC, internal audit, data collection and protection, rights and duties vis-à-vis customers, risk management plans, account managements, etc.
  • The preparation of the application dossier would take a significant amount of time and efforts for the applicant.
  • The entire assessment and appraisal process may take at the minimum about 65 working days from the date of application, and will be handled mainly by the SBV which may seek further opinions from other relevant ministries (if necessary).

Scope of the test run

  • Based on the specific Fintech Solution and the specific proposal of the applicant, the SBV will decide the scope of the test run of the relevant Fintech Solution in terms of (i) geographic area, (ii) limit on transaction value, (iii) number of customers, and (iv) other aspects as determined by the SBV.

Duration of the test run

  • The term of the Certificate of Participation in the Sandbox Program will not be longer than the term of the establishment license/enterprise registration certificate of the participating entity.
  • The duration of the Fintech Solution’s test run is maximum two (2) years as from the issuance date of the Certificate of Participation in the Sandbox Program, depending on the specific solution and sector. Such duration could be extended by the SBV for multiple times, with each extension not exceeding one (1) year.
  •  The SBV may suspend the applicant’s participation in the Sandbox Program and revoke the issued Certificate of Participation in the Sandbox Program upon occurrence of certain events, including among others, any change to the legal representative or internal restructuring of the participating entity.

Other notes

  • N/A
  • A P2P lender will be responsible for all matters in relation to the test run of the P2P lending activity.
  • A P2P lender will be subject to certain operational restrictions during the duration of the Sandbox Program, including prohibition on providing “loan security measures” or information brokerage services related to lending for stock investment or other high-risk purposes.
  • Executives of P2P lenders must not concurrently own or manage other businesses operating banking and financial services, pawn service, intermediary payment service or e-wallet.


4.   Issuance of Completion Certificate 

Upon completion of the test run under the Sandbox Program, the relevant participating entity will have to submit a report to the SBV on the test run result.  Based on the SBV’s review of such report, as well as further consultation by the SBV with other relevant ministries, the SBV will consider issuing a Certificate of Completion of the Sandbox Program (“Completion Certificate”).  The relevant participating entity which has obtained the Completion Certificate will be able to officially provide the relevant fintech services to the Vietnamese market in accordance with the applicable laws at the time of the Completion Certificate.8

1 Article 2 of 2nd Draft Decree
2 Article 3.2 of 2nd Draft Decree
Article 3.5 of 2nd Draft Decree
4 Article 7 of 2nd Draft Decree
5 Article 3.4 of 2nd Draft Decree
6 Section 1 of Chapter II of 2nd Draft Decree
7 Section 2 of Chapter II of 2nd Draft Decree
Article 23 of 2nd Draft Decree


[Korean version]