
LEGAL UPDATE RELATING TO FINANCE AND CREDIT (MONTHLY LEGAL UPDATE – 07/2025)
1. LEGAL DOCUMENTS ARE EFFECTIVE IN 07/2025
1.1. Decree No. 94/2025/ND-CP stipulating the regulatory sandbox mechanism in the banking sector
- Name of legal document: Decree No. 94/2025/ND-CP issued on 29/04/2025 by the Government stipulating the regulatory sandbox mechanism in the banking sector.
- Effective date: 01/07/2025.
The content should be noted:
- Firstly, stipulating the duration, geographical scope, and scope of the pilot.
Specifically, Article 6 of Decree No. 94/2025/ND-CP stipulates: “Article 6. Duration, geographical scope, and scope of the pilot
- The maximum duration for testing Fintech solutions is 2 years, depending on the specific solution and field, starting from the date the State Bank of Vietnam issues the Certificate of Participation in the Regulatory Sandbox. The testing period may be extended as stipulated in Article 20 of this Decree.
The term of the Certificate of Participation in the Regulatory Sandbox shall not exceed the duration (if any) of the Establishment License or the Business Registration Certificate of the organization participating in the sandbox.
- Geographical scope:
The implementation of Fintech pilot solutions is limited to the territory of Vietnam and shall not be conducted across borders.
- Scope of the pilot:a) Organizations participating in the Regulatory Sandbox may only provide Fintech solutions within the scope defined in the Certificate of Participation in the Regulatory Sandbox;b) Depending on the Fintech solution and the specific proposal submitted by the organization in the sandbox registration dossier, and based on the opinions of relevant ministries, the State Bank of Vietnam shall determine the scope of the Fintech solution’s pilot in the Certificate of Participation in the Regulatory Sandbox;c) Peer-to-peer (P2P) lending companies may only provide P2P lending solutions within the pilot scope specified in the Certificate of Participation in the Regulatory Sandbox issued by the State Bank of Vietnam in accordance with this Decree. P2P lending companies participating in the sandbox are not allowed to engage in business activities not listed in the Certificate of Participation in the Regulatory Sandbox. They may not provide self-guarantees for customer loans, act as borrowers themselves, or offer P2P lending solutions to pawnshops.”
- Secondly, stipulating the conditions and criteria for participating in the Regulatory Sandbox.
Specifically, Article 8 of Decree No. 94/2025/ND-CP stipulates: “Article 8. Conditions and criteria for participating in the Regulatory Sandbox
- Credit institutions not under special control pursuant to the Law on Credit Institutions, and branches of foreign banks, may be considered for issuance of a Certificate of Participation in the Regulatory Sandbox when their Fintech solutions meet the following criteria:a) The solution involves technical and operational content that is not yet clearly or specifically regulated under current legal provisions;b) The solution is innovative, provides benefits and added value to users in Vietnam, especially those that support and promote financial inclusion;c) The solution has a developed risk management framework to minimize negative impacts on the banking and financial-monetary-foreign exchange systems; has contingency plans to address risks during the pilot; and has plans in place to protect consumer rights;d) The solution has been fully reviewed and evaluated by the participating organization in terms of operations, functionality, usability, and usefulness;e) The solution is feasible for market deployment after successful completion of the pilot phase.
- Fintech companies may be considered for issuance of a Certificate of Participation in the Regulatory Sandbox when their Fintech solutions meet the criteria in Clause 1 of this Article and satisfy the following conditions:a) Be a legal entity established and operating lawfully in Vietnam; not undergoing division, separation, consolidation, merger, transformation, dissolution, or bankruptcy in accordance with the law;
- b) The legal representative and General Director (Director) must possess a university degree or higher in economics, business administration, law, or information technology, and have at least 2 years of experience as a manager or executive in an organization in the finance or banking sector, and must not be subject to any legal prohibitions.
- Organizations participating in the Regulatory Sandbox must ensure that they continuously meet all conditions during their participation in the sandbox.”
1.2. Circular No. 03/2025/TT-NHNN on opening and use of VND-denominated accounts for conducting foreign indirect investment in Viet Nam
- Name of legal document: Circular No. 03/2025/TT-NHNN issued on 29/04/2025 by the State Bank of Vietnam on opening and use of VND-denominated accounts for conducting foreign indirect investment in Viet Nam (referred to as the “Circular No. 03/2025/TT-NHNN”).
- Effective date: 16/06/2025.
The content should be noted: Obligations of authorized banks.
Specifically, Article 7 of Circular No. 03/2025/TT-NHNN stipulates: “Article 7. Obligations of authorized banks
- Examine and retain relevant documents and records in accordance with actual transactions to ensure that the provision of foreign exchange services is performed for proper purposes and in compliance with legal regulations. Be held accountable under the law for the adequacy and validity of dossiers for opening indirect investment accounts.
- Issue internal regulations on dossiers, procedures, and processes for opening and using indirect investment accounts, and publicly notify such regulations to foreign investors for compliance. Internal regulations must at least include the following contents:a) Regulations on dossiers, procedures, and processes for opening indirect investment accounts;b) Regulations on agreements on the opening and use of indirect investment accounts;c) Regulations on the use of indirect investment accounts;d) Regulations on dispute settlement and complaint handling, and forms for requests for such settlement or complaints;dd) Regulations on risk management in the opening and use of indirect investment accounts in accordance with Article 5 and Article 6 of this Circular.
- Authorized banks shall be fully responsible under the law for the opening, closure, and execution of collection and payment transactions via indirect investment accounts for foreign investors.
- Comply with the regulations of law on anti-money laundering and combating the financing of terrorism and proliferation of weapons of mass destruction.
- Strictly comply with and guide clients in complying with the provisions on the opening and use of indirect investment accounts as stipulated in this Circular and other relevant legal regulations.”
2. LEGAL DOCUMENTS ARE ISSUED IN 06/2025
2.1. Consolidated Document No. 05/VBHN-NHNN prescribing operation of payment agents
- Name of legal document: Consolidated Document No. 05/VBHN-NHNN issued on 10/06/2025 by the the State Bank of Vietnam prescribing operation of payment agents.
- Consolidated date: 10/06/2025.
The content should be noted: This document consolidates: The Circular No. 07/2024/TT-NHNN dated June 21, 2024 of the Governor of the State Bank of Vietnam prescribing operation of payment agents, which has been effective since July 01, 2024 and the Circular No. 06/2025/TT-NHNN dated May 30, 2025 on amendments to clause 7 Article 7 of the Circular No. 07/2024/TT-NHNN dated June 21, 2024 of the Governor of the State Bank of Vietnam prescribing operation of payment agents, which comes into force from July 01, 2025.
2.2. Consolidated Document No. 07/VBHN-NHNN stipulating the delivery, receipt, preservation and transport of cash, precious assets and valuable papers
- Name of legal document: Consolidated Document No. 07/VBHN-NHNN issued on 20/06/2025 by the the State Bank of Vietnam stipulating the delivery, receipt, preservation and transport of cash, precious assets and valuable papers.
- Consolidated date: 20/06/2025.
The content should be noted: This document consolidates: The Circular No. 01/2014/TT-NHNN dated January 6, 2014, of the Governor of the State Bank of Vietnam stipulating the delivery, receipt, preservation and transport of cash, precious assets and valuable papers, and took effect on February 20, 2014; the Circular No. 12/2017/TT-NHNN dated August 31, 2017, of the Governor of the State Bank of Vietnam, amends and supplements certain articles of Circular No. 01/2014/TT-NHNN dated January 6, 2014, stipulating the delivery, receipt, preservation and transport of cash, precious assets and valuable papers, and took effect on October 16, 2017; the Circular No. 14/2019/TT-NHNN dated August 30, 2019, of the Governor of the State Bank of Vietnam, amends and supplements certain articles of circulars regulating the periodic reporting regime of the State Bank of Vietnam, and took effect on October 15, 2019; Circular No. 19/2021/TT-NHNN dated November 24, 2021, of the Governor of the State Bank of Vietnam, amends and supplements certain articles of Circular No. 01/2014/TT-NHNN dated January 6, 2014, stipulating the delivery, receipt, preservation and transport of cash, precious assets and valuable papers, and took effect on January 8, 2022; and the Circular No. 05/2025/TT-NHNN dated May 19, 2025, of the Governor of the State Bank of Vietnam, amends and supplements certain articles of Circular No. 01/2014/TT-NHNN dated January 6, 2014, stipulating the delivery, receipt, preservation and transport of cash, precious assets and valuable papers, and took effect on May 19, 2025.