Vietnam’s banking sector is entering a transformative phase with Decree 94/2025/NĐ-CP on the Sandbox mechanism, which establishes a legal framework for fintech companies to test new products and services in a controlled environment.
Effective from July 1, 2025, this decree reflects a series of macro-level policies and strategic directives from the Party and the State, aimed at proactively embracing the Fourth Industrial Revolution and accelerating digital transformation.
Decree 94 serves as a pivotal legal instrument, enabling organizations to launch new business models with regulatory backing, while also allowing authorities to monitor, assess risks, and refine the legal framework for future implementation.
At CDR Counsels, we recognize that this mechanism presents significant opportunities—alongside legal challenges—and that strict regulatory compliance will be the key to unlocking its full potential.
After years of operating in a legal vacuum, Decree 94/2025 marks a turning point—opening the door to restructuring and establishing a new order for Vietnam’s fintech market.
Participating companies will operate under the close supervision of the State Bank of Vietnam (SBV), a critical step toward enhancing transparency, improving risk management, and gradually restoring trust among investors and users.
More importantly, the sandbox mechanism allows companies to legitimize their business models by obtaining a Certificate of Sandbox Participation from the SBV—helping them overcome previous barriers to user access.
To ensure system safety and stability, Decree 94 prioritizes testing solutions that have demonstrated practical viability and received broad consensus. Specifically, three types of fintech solutions are being considered for the initial phase of the sandbox:
This is one of the most groundbreaking solutions. Instead of relying solely on traditional credit histories from credit institutions, this technology employs big data and artificial intelligence (AI) to analyze consumer behavior, payment history for utilities such as electricity, water, internet, and even social media activity.
The goal is to create a more comprehensive picture of a customer's reliability. This not only helps banks minimize lending risk but also broadens access to credit for millions of people, especially those who have never used banking services (the unbanked and underbanked), thereby promoting financial inclusion..
This is the core foundation for an open financial ecosystem. Open APIs enable banks and Fintech companies to connect with each other in a safe and efficient manner, creating new and more convenient financial services for users.
For example, a Fintech application can access a user's account data (with their consent) to provide intelligent personal finance management tools or allow consumers to compare loan products across multiple banks on a single platform.
This mechanism not only promotes cooperation but also creates a healthy competitive environment, compelling organizations to continuously innovate to retain customers..
This model directly connects borrowers with individuals who have surplus funds through a technology platform. P2P Lending reduces reliance on intermediary financial institutions, thereby cutting costs and increasing transaction speed.
For small and medium-sized enterprises (SMEs) or individuals with small borrowing needs, this offers an effective fundraising channel. However, P2P Lending also entails risks such as fraud, credit risk management, and consumer protection issues.
Therefore, bringing this model into the "sandbox" environment will enable regulators to monitor, assess, and develop a comprehensive legal framework to oversee and ensure the sustainable development of this service model.
Starting with these three solutions reflects both caution and strategic vision on the part of the State Bank of Vietnam. By focusing on models that have proven effective internationally, Vietnam can learn from global experience, control risks, and quickly introduce formal regulations—laying the groundwork for expanding the sandbox mechanism in the future and staying ahead of new technology waves.
In Vietnam, Fintech companies play a vital role in driving the development of the banking industry. They can be seen as an “extended arm” of traditional banks. Some of their key contributions include:
Enhancing customer experience: Innovative technologies help customers access and use financial services more quickly and conveniently. The explosive growth of cashless payments in recent years owes much to Fintech companies.
Promoting competition and innovation: The presence of Fintech forces banks to improve their services and accelerate digital transformation to boost operational efficiency and retain customers.
Expanding financial inclusion: Fintech brings financial services to underserved populations in remote areas or those who have never used traditional banking services (the unbanked and underbanked), often at lower costs.
Strengthening security: Many Fintech solutions enhance data protection, prevent fraud, and reduce risks in the provision and use of financial services.
However, the rapid development of Fintech also brings legal challenges and potential risks. Crafting and implementing timely regulations to manage this innovation is a complex task. Issues such as customer data protection, cybersecurity, and anti-money laundering remain critical risks that require strict oversight.
The conditions for joining the sandbox are stringent—not all companies have the capacity to meet them, especially pure tech firms or those lacking financial expertise. Approval to participate in the sandbox does not guarantee a business license, particularly once the official legal framework for P2P Lending is introduced.
Moreover, core issues still lack clear guidance, especially in P2P Lending services: interest rate control, bad debt handling, and protection of both lenders and borrowers. In reality, low repayment awareness among some users, along with the existence of “debt evasion” groups, poses significant risks to the sustainability of the model.
Decree 94/2025 sets clear legal requirements: companies must be legally registered in Vietnam and meet criteria related to business type, governance, technical capacity, and accountability. These conditions must be maintained throughout the testing period.
From a technological standpoint, companies must offer innovative solutions that promote financial inclusion, operate stable systems, and maintain transparent processes. While many firms already have solid foundations, upgrades and reviews are needed to meet new standards.
Preparing for sandbox participation is not just a short-term goal—it’s a strategic step toward long-term development. Businesses must build compliant, transparent ecosystems that can adapt to a comprehensive legal framework in the future. This is a game that demands serious investment and long-term vision.
Entering a controlled testing mechanism is a promising journey—but it demands thorough and professional legal preparation. To turn this opportunity into a competitive advantage and navigate potential risks, organizations need a reputable legal partner by their side.
With deep expertise in the finance and banking sector, CDR Counsels is proud to be a trusted advisory firm. We offer comprehensive services to help you:
Analyze and assess legal risks associated with participating in the sandbox mechanism.
Advise on product models, technology solutions, and internal processes that meet the requirements of Decree 94, with a team of seasoned experts in law, product development, and fintech technology.
Prepare accurate registration dossiers for sandbox participation, in compliance with Decree 94 and the requirements of the State Bank of Vietnam.
Support and accompany your business throughout the submission and evaluation process, and during the entire sandbox participation period.
Are you ready to innovate and break through in the Sandbox arena? Contact CDR Counsels today for expert guidance and to build an effective roadmap for your future!
