Key points to note regarding the new regulations on the peer-to-peer lending mechanism
As from 1 July 2025, Decree No. 94/2025/ND-CP (“Decree 94”) on the regulatory sandbox mechanism in the banking sector comes into effect. One of the key issues attracting significant attention under Decree 94 is the peer-to-peer lending (“P2P lending”) solution. This is the first legal instrument that formally recognises the legality of P2P lending in Vietnam. The issuance of Decree 94 opens new development opportunities within a controlled sandbox framework and represents a significant milestone for the P2P lending industry in Vietnam to pilot innovative, safe, and transparent alternative financial solutions, thereby contributing to the implementation of the national financial inclusion strategy. The following article analyses the key new points to note regarding this solution.
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1. Vietnam’s legal framework formally defines and standardizes the P2P lending solution for the first time
Pursuant to Clause 3 Article 3 of Decree No. 94/2025/ND-CP (“Decree 94”), a P2P lending solution is defined as an information-technology-based solution provided by a P2P lending company to connect information and support the conclusion of contracts on a digital platform between a borrower and a lender. The currency used for P2P lending transactions is the Vietnamese dong (VND).
Accordingly, the current legal framework establishes two fundamental principles for the P2P lending mechanism:
– The P2P lending company must apply information technology to connect information and support customers in concluding contracts on a digital platform; and
– Only Vietnamese dong may be used.
A P2P lending solution involves three related parties: the P2P lending company, the lender, and the borrower. Specifically:
(i) The P2P lending company refers to a Fintech company providing the P2P lending solution to customers. A Fintech company—also known as a financial technology company—is an organization that is not a credit institution or a foreign bank branch, legally established or registered to operate within the territory of Vietnam. Such company may independently provide Fintech solutions or cooperate with credit institutions or foreign bank branches to supply Fintech solutions to the market (pursuant to Clauses 1 and 4 Article 3 of Decree 94);
(ii) The lender refers to legal entities (including credit institutions and foreign bank branches) legally established under Vietnamese law, and Vietnamese nationals (pursuant to Clause 8 Article 3 of Decree 94);
(iii) The borrower refers to legal entities (excluding credit institutions and foreign bank branches) legally established under Vietnamese law, and Vietnamese nationals (pursuant to Clause 8 Article 3 of Decree 94).
2. Limitations on the scope, duration, and geographic area of P2P lending pilots
– Pursuant to Clauses 1 and 2 Article 2, Clause 2 Article 3, and Point c Clause 3 Article 6 of Decree 94, a P2P lending company may only provide its solution on a pilot basis upon obtaining approval from the State Bank of Vietnam (“SBV”) in the form of a Certificate of Participation in the Regulatory Sandbox.
– The maximum pilot period for a P2P lending solution is 02 years from the date the SBV grants the Certificate of Participation in the Regulatory Sandbox. The company may request an extension of the pilot period up to 02 times, with each extension not exceeding 01 year. Accordingly, the maximum allowable pilot period is 04 years.
– However, the pilot implementation of P2P lending solutions must be conducted within the territory of Vietnam and cross-border pilot activities are strictly prohibited.
3. Tightening criteria and conditions for participation in the P2P lending sandbox
Pursuant to Clause 1 Article 8 and Article 11 of Decree 94, a Fintech company applying to pilot a P2P lending solution shall be considered for issuance of a Certificate of Participation in the Regulatory Sandbox when the solution satisfies statutory criteria, the company meets the applicable conditions, and such conditions and criteria are maintained throughout the sandbox participation. Specifically:
a) The P2P lending solution must satisfy the following eight (08) criteria:
– It includes technical and professional contents not yet specifically or clearly guided under existing legal regulations with respect to implementation and application;
– It is innovative and provides benefits and added value to service users in Vietnam, especially solutions that support and promote financial inclusion;
– A risk-management framework has been designed and developed to mitigate negative impacts on the banking system and banking–monetary–foreign exchange activities; with plans established to address and remedy risks arising during the pilot process, as well as plans to protect consumer rights;
– The participating organization has reviewed and fully assessed the operational aspects, functions, utilities, and usefulness of the solution;
– It is feasible for market deployment after completion of the pilot phase;
– Measures have been established to identify and manage the maximum outstanding loan amount for each borrower under the P2P lending solution it provides; to report and instantly retrieve borrower information from the National Credit Information Center of Vietnam to ensure compliance with regulations on maximum outstanding loan amounts both at the solution level and across all P2P lending solutions participating in the sandbox;
– Disbursement and payment of loan principal, interest, and fees for transactions under the P2P lending solution must be conducted through the customer’s payment account at a credit institution, a foreign bank branch, or the customer’s e-wallet at an intermediary payment service provider;
– Measures have been established to ensure that the contractual term between lenders and borrowers using the P2P lending solution does not exceed 02 years.
b) The Fintech company must satisfy the following four (04) conditions:
– First, it must be a legally established and operating enterprise within Vietnam; it must not be a foreign-invested enterprise; and it must not be undergoing division, separation, consolidation, merger, conversion, dissolution, or bankruptcy under the law;
– Second, its legal representative and General Director (Director) must be Vietnamese nationals, have no criminal record, and must not have been administratively sanctioned in the fields of finance, banking, or cybersecurity; must not concurrently be owners or managers of enterprises engaged in financial services, banking, pawn services, multi-level marketing; must not be owners of informal rotating credit groups (hụi, họ, biêu, phường); and must not concurrently hold governing positions (e.g., board members, supervisors, general directors, deputy general directors, and equivalent titles) at credit institutions, foreign bank branches, or intermediary payment service providers;
– Third, the legal representative and General Director (Director) must possess at least a university degree in economics, business administration, law, or information technology, and have at least 02 years’ experience as a manager or executive in the financial or banking sector; and must not be subject to any legal prohibitions;
– Fourth, it must meet personnel, facility, and technical standards for the digital platform used to deploy the P2P lending solution, including:
+ Information technology systems and data storage systems must be located within Vietnam, operated safely and continuously, and must include a backup technical system independent from the main system to prevent interruptions, especially those due to technical failures;
+ Customer and related-party data must be updated, stored, and shared on a digital platform with high security, ensuring transparency among participating parties while protecting confidential information from unauthorized parties in accordance with the law;
+ The IT system must be tested and evaluated prior to operation;
+ Technical staff must possess appropriate expertise to ensure safe and continuous system operation.
4. Establishing a transparent process for appraisal and licensing of P2P lending sandbox participation
Pursuant to Articles 12 and 13 of Decree 94, the procedures for issuance of the Certificate of Participation in the Regulatory Sandbox are clearly defined regarding dossier components, process, and the authority of relevant individuals and organizations. Accordingly:
– An enterprise applying to participate in the P2P lending sandbox must prepare 02 sets of application dossiers and 06 CDs containing scanned copies of all documents, submitted to the SBV’s One-Stop Service Department. The dossier components are specified under Article 12 of Decree 94.
Note: Dossiers must be prepared in Vietnamese. Documents issued, notarized, or certified by competent foreign authorities must be legalized in accordance with Vietnamese law (unless exempt from legalization) and translated into Vietnamese (pursuant to Clause 1 Article 7 of Decree 94).
– Within 05 working days from receipt of the dossier, the SBV shall confirm the dossier’s validity or request supplementation.
– Within 90 working days from issuing the confirmation of receipt of a valid dossier, the SBV shall conduct an appraisal (including onsite inspections).
– Within 15 working days from the SBV’s written request, relevant authorities must provide their opinions.
– Upon appraisal, the SBV shall either:
+ Issue the Certificate of Participation in the Regulatory Sandbox; or
+ Reject the application in writing, stating the reasons.
– Within 90 days from the issuance of the Certificate of Participation, the enterprise must commence the pilot implementation. If the enterprise fails to begin the pilot within such timeframe, the Certificate may be revoked (pursuant to Point đ Clause 1 Article 19 of Decree 94).
5. Strengthening reporting obligations and control mechanisms to protect customers during the P2P lending pilot
– The reporting and information-provision obligations of Fintech companies participating in the P2P lending sandbox are clearly defined and strictly regulated under Decree 94, particularly in Article 15, which provides:
+ The Fintech company must periodically report and provide ad-hoc information on the pilot process, arising risks, and pilot implementation results as required by the SBV; and must submit quarterly reports on operational indicators of the P2P lending solution;
+ Within 15 days from completion of half of the pilot period stated in the Certificate or extension approval, the Fintech company must submit a preliminary evaluation report;
+ At least 90 days prior to the end of the pilot period, the Fintech company must submit a final pilot evaluation report.
– To protect customers’ lawful rights and interests during the pilot implementation, the Fintech company must:
+ Issue and provide risk-warning guidelines;
+ Ensure accurate, sufficient, and truthful disclosure of information regarding the P2P lending solution under pilot and applicable fees, rights, and obligations of the parties;
+ Issue regulations on data confidentiality and data-processing mechanisms;
+ Ensure compliance with internal procedures and adopt risk-control measures for personal data; periodically assess risks and ensure preventive measures;
+ Establish a mechanism for receiving and resolving customer complaints.
6. Benefits and challenges of the P2P lending solution under the current regulations
Benefits:
– The P2P lending solution provides a reliable channel connecting individuals and organizations in need of loans with banks. This allows banks to access new customer segments while reducing risks associated with unlawful lending activities.
– The controlled P2P lending sandbox marks significant progress and creates substantial potential for innovation in Vietnam’s financial and banking sectors.
Challenges:
– Decree 94 and existing regulations on credit activities of banks do not provide detailed rules governing lending activities conducted by banks through P2P lending solutions. This means all existing legal requirements applicable to traditional bank lending continue to fully apply without relaxation or exemption.
– Decree 94 also imposes specific requirements and limitations that Fintech companies must carefully consider. For example:
(i) The borrower must be a legal entity established under Vietnamese law or a Vietnamese citizen;
(ii) Maximum outstanding loan amounts are strictly controlled pursuant to the Governor of the SBV’s decision (the maximum outstanding loan per borrower at a single P2P lending solution provider is VND 100 million, and the maximum total outstanding loan per borrower across all P2P lending providers is VND 400 million under Decision No. 2866/QĐ-NHNN);
(iii) Only Fintech companies with a clear project approved by the SBV may participate, and the pilot duration may not exceed 02 years.
Overall, Decree 94 establishes a clear legal corridor and defines a new legal framework for P2P lending activities in Vietnam, contributing to the mitigation of credit risks and non-performing loans. While strict controls remain in place, this marks an initial step acknowledging innovation and affirming the role of the regulatory sandbox in developing the Fintech market in Vietnam.
This article is intended for general informational purposes only and does not constitute legal advice for any specific case. The legal provisions referenced herein are effective as of the date of publication and may have been amended, supplemented, replaced, or become invalid at the time the reader refers to this document. Readers are advised to consult with legal counsel before applying the information herein.
For any inquiries or legal service needs, please contact CBI Law Firm (Công ty Luật TNHH CBI) for assistance.
