Vietnam’s fintech lenders and platform sponsors now face a split regulatory reality. P2P lending in Vietnam has, for the first time, a lawful path to market through a State Bank of Vietnam (SBV) sandbox that took effect on 1 July 2025. Equity crowdfunding has no such path at all, and confusing the two regimes is a costly mistake for anyone raising capital or lending online in Vietnam.
It remains trapped between securities law thresholds designed for public companies and a private-placement regime that was never built for platform-based fundraising. For founders, platform operators, and investors structuring a raise or a lending product in 2026, that asymmetry is the decision point: one route is licensable today, the other is not, and treating them as interchangeable “crowdfunding” products is the single most common structuring mistake we see at IVLF.
Why P2P Lending in Vietnam Now Has a Legal Home — and Equity Crowdfunding Still Doesn’t
Until 2025, peer-to-peer lending in Vietnam operated in a grey zone: no dedicated licence existed, yet SBV had repeatedly warned that unregulated P2P platforms risked being treated as unlicensed credit intermediation, or worse, disguised consumer lending at usurious interest. Decree No. 94/2025/ND-CP, issued by the Government on 29 April 2025 and effective 1 July 2025, closed part of that gap by creating a controlled regulatory sandbox (“cơ chế thử nghiệm có kiểm soát”) for three fintech solutions: credit scoring, open banking APIs, and P2P lending platforms.
Equity crowdfunding was deliberately left outside the scope of P2P lending in Vietnam under Decree 94. It is not banned, but it is not licensable either — a genuine regulatory gap rather than a prohibition, and the distinction matters for how counsel should advise a client weighing either model. A founder who assumes “crowdfunding” is one regulatory category in Vietnam will misjudge both the timeline and the risk profile of the raise.
What Decree 94/2025/ND-CP Actually Permits for P2P Lending in Vietnam
Decree 94 does not deregulate P2P lending in Vietnam; it channels the activity into a supervised pilot with a defined exit. A company wishing to operate a P2P lending platform in Vietnam must first qualify as a legally established fintech company, must not be a foreign-owned enterprise under the Law on Investment, and must submit a detailed sandbox dossier — testing plan, risk controls, and personnel qualifications — to SBV.
Review of a P2P lending in Vietnam sandbox application runs up to 95 working days: five days for a completeness check and ninety days for substantive assessment and any inter-agency consultation SBV deems necessary. A Sandbox Certificate, once issued, is valid for up to two years and may be renewed twice for one-year extensions. This gives a P2P lending operator in Vietnam a realistic three-to-four-year runway before the framework must graduate into permanent licensing or be replaced by further SBV rulemaking. That runway should shape technology and fundraising planning from day one.
Substantively, the decree imposes real guardrails on every licensed P2P lending platform in Vietnam. Legal representatives and general directors must be Vietnamese citizens with no criminal record and no concurrent role in banking, pawnshop, or multi-level-marketing businesses. Loan terms for P2P lending in Vietnam are capped at two years. All disbursements and repayments must run through licensed Vietnamese bank accounts or e-wallets, denominated exclusively in Vietnamese Dong, and platforms must draw on National Credit Information Centre (CIC) data for borrower screening.
Operators must also manage maximum loan exposure per borrower, maintain Vietnam-based IT systems, report periodically to SBV, and disclose any operational incident within 24 hours. None of this is unusual by regional standards, but it is a meaningfully higher compliance bar than the informal lending-app model that many operators used before the P2P lending in Vietnam sandbox existed. Any operator still running P2P lending in Vietnam informally should treat these requirements as the near-term compliance baseline.
Equity Crowdfunding in Vietnam: A Regulatory Gap, Not a Regulatory Choice
Equity crowdfunding — raising capital from a broad pool of small investors in exchange for shares, typically through an online platform — has no dedicated statute in Vietnam. It must instead survive inside the existing public-offering framework of the Securities Law No. 54/2019/QH14, as amended, which was drafted for conventional IPOs and follow-on offerings, not platform-based fundraising for early-stage companies. That mismatch is the central obstacle facing equity crowdfunding in Vietnam today, and it is the reason equity crowdfunding in Vietnam lags so far behind P2P lending in Vietnam in regulatory maturity.
The Article 15 Problem for Equity Crowdfunding in Vietnam
Article 15 of the Securities Law defines an offering to 100 or more investors, excluding professional securities investors, as a public offering. A public offering in turn requires at least VND 30 billion in charter capital at the time of registration, two consecutive profitable years with no accumulated losses, and a commitment to list on a securities exchange. Almost no Vietnamese startup or SME — the exact population equity crowdfunding is meant to serve — can meet those conditions, which makes a fully compliant public equity crowdfunding raise essentially unavailable today.
Structuring the raise as a private placement to fewer than 100 investors avoids public-offering registration but creates a different exposure: the law and its implementing decrees give no clear test for whether an online platform soliciting the general public, even if allocations are later capped below 100 investors, has already conducted an act of public solicitation. Regulators and market commentary have flagged this as unresolved, meaning a platform that markets broadly but allots narrowly is operating on an unverified legal theory rather than a settled statutory exemption for equity crowdfunding in Vietnam.
No decree implementing the Securities Law currently creates a crowdfunding exemption analogous to Regulation Crowdfunding in the United States or the crowdfunding-specific prospectus exemptions used in the EU and UK. The State Securities Commission (SSC) has not published a dedicated equity crowdfunding licensing pathway, and none of the 2025 amendments to the Securities Law or Decree 245/2025/ND-CP address platform-based equity fundraising directly. Confirmation with the State Securities Commission is recommended: any client-specific structuring should be confirmed against SSC’s current administrative guidance before a raise is marketed, since informal SSC practice can shift faster than the published statutory text.
Comparing the Three Pathways
The table below sets out how a P2P lending in Vietnam sandbox participant, a conventional licensed lender, and an equity crowdfunding platform each sit under current Vietnamese law. It is a structuring reference, not a substitute for a facts-specific legal opinion, and it should be read alongside the narrative analysis above for either P2P lending in Vietnam or equity crowdfunding in Vietnam.
| Feature | P2P Lending Sandbox (Decree 94/2025) | Traditional Licensed Lending (Credit Institution) | Equity Crowdfunding |
|---|---|---|---|
| Legal basis | Decree 94/2025/ND-CP, effective 1 July 2025 | Law on Credit Institutions 2024 | No dedicated statute; forced into Securities Law 2019 public/private offering rules |
| Licensing authority | State Bank of Vietnam (Sandbox Certificate) | State Bank of Vietnam (full credit institution licence) | State Securities Commission (no crowdfunding-specific process exists) |
| Foreign ownership | Prohibited — must be wholly Vietnamese-owned | Permitted, subject to statutory foreign ownership caps | Governed by general foreign ownership limit (FOL) rules by sector; unclear application to platform-based raises |
| Term / duration limits | Loan term capped at 2 years; certificate valid up to 2 years, renewable twice | No statutory term cap; standard prudential limits apply | Not applicable — equity, not debt |
| Regulatory certainty | High — defined dossier, timeline, and supervision regime | High — mature, long-established framework | Low — public/private offering classification remains genuinely unresolved |
| Practical availability today | Open for qualifying Vietnamese fintechs since 1 July 2025 | Open, but capital and prudential requirements are prohibitive for early-stage fintechs | Not licensable as a standalone product; only private-placement workarounds exist, with legal risk |
Foreign Ownership: The Structuring Constraint That Changes Everything for Fintech in Vietnam
For international sponsors, the foreign ownership rule under Decree 94 is not a technicality — it is dispositive for any P2P lending platform in Vietnam with cross-border capital behind it. A platform seeking sandbox status must not be classified as a foreign-owned enterprise under the Law on Investment, and its legal representative and general director must be Vietnamese nationals. This effectively excludes direct majority foreign ownership of the licensed entity. Indirect participation through minority stakes, technology licensing, or service agreements with a wholly Vietnamese-owned operating company remains a structuring option worth testing against current SBV practice.
Commentators have also noted a potential tension between this P2P lending in Vietnam nationality-based restriction and Vietnam’s commitments under the EVFTA and CPTPP, though Vietnam has filed reservations permitting restrictions specifically on pilot or sandbox programs — a defense regulators are likely to rely on if the restriction is ever challenged. Risk rating: High for any foreign investor seeking direct control of a P2P lending platform in Vietnam; Medium for structures using a Vietnamese-controlled operating entity paired with a separate technology or servicing arrangement, subject to substance and anti-circumvention scrutiny by SBV.
The same foreign ownership caution applies, by extension, to any foreign-backed equity crowdfunding platform in Vietnam, even though no sandbox decree governs that activity yet. A foreign sponsor building either a P2P lending or an equity crowdfunding platform should model both the direct-licensing route and a locally-controlled joint-venture route before committing to a technology build, since the ownership answer will differ sharply between the two product lines.
Consumer Protection and Enforcement Exposure in P2P Lending in Vietnam
Decree 94 layers consumer protection obligations onto every licensed platform offering P2P lending in Vietnam: full pre-contractual disclosure of loan terms, interest, and fees; mandatory KYC and fraud-prevention controls; annual audited financial statements; and a requirement that all funds move through traceable, licensed payment channels. What the decree does not do is cap interest rates or fees for P2P transactions specifically — pricing is left to the general usury ceiling under the Civil Code and related consumer credit rules, an area where enforcement has historically been active against unlicensed lenders charging disguised interest through fees.
Operating P2P lending in Vietnam outside the sandbox — or continuing informal P2P-style lending without a Sandbox Certificate — now carries materially higher exposure than before 1 July 2025, because the existence of a lawful pathway makes the absence of a licence harder to characterize as mere regulatory lag rather than deliberate non-compliance. Legacy platforms offering P2P lending in Vietnam that launched before the decree should treat migration into the sandbox as urgent, not optional.
Where the Digital Technology Industry Law Intersects — and Where It Doesn’t
Vietnam’s Law on Digital Technology Industry (No. 71/2025/QH15), passed 14 June 2025 and taking effect 1 January 2026, introduces the country’s first statutory categories for “virtual assets” and “coded assets,” alongside AML/CFT obligations for digital asset service providers. It is a significant development for token-based fundraising and crypto-asset businesses, but on the current text it does not create, extend, or otherwise touch an equity crowdfunding framework, and it does not amend the P2P lending in Vietnam sandbox created by Decree 94.
Sponsors exploring a token-based alternative to equity crowdfunding or to P2P lending in Vietnam — for instance, a security-token offering — should treat that as a separate, still-developing regulatory track, not a shortcut around the Securities Law’s public-offering thresholds. Implementing decrees under Law No. 71/2025/QH15 had not been finalized as of this article’s publication date, and any structuring built around them should be revisited once those decrees are published, in the same way that early P2P lending in Vietnam structuring had to be revisited once Decree 94 was finalized in April 2025.
Practical Structuring Takeaways for P2P Lending and Equity Crowdfunding in Vietnam
The checklist below distills how IVLF advises clients weighing P2P lending in Vietnam against an equity crowdfunding structure, based on the current state of Decree 94 and the Securities Law.
- A Vietnamese fintech seeking to operate P2P lending in Vietnam lawfully should apply for SBV sandbox status under Decree 94 rather than launching informally; the 95-working-day review process should be built into the go-to-market timeline from the outset.
- Foreign sponsors cannot directly control a sandboxed P2P lending entity in Vietnam; ownership and governance structuring — including the choice of legal representative — needs to be resolved before the sandbox dossier is filed, not after.
- Equity crowdfunding platforms currently operate in legal grey space in Vietnam; any live platform soliciting Vietnamese investors should be reviewed against the Article 15 public/private offering threshold before the next funding round, ideally alongside a broader foreign investment structuring and market entry advisory review of the sponsor’s overall Vietnam entry structure.
- Consumer-facing disclosure and KYC obligations under Decree 94 should be built into onboarding flows now, since SBV supervision of P2P lending in Vietnam sandbox participants is active from day one of testing, not merely at renewal.
- Any parallel plan to use token-based or digital-asset fundraising as a workaround for equity crowdfunding in Vietnam should be evaluated against the Law on Digital Technology Industry only once its implementing decrees are published, given the law’s 1 January 2026 effective date.
Considering a P2P lending sandbox application or an equity crowdfunding structure in Vietnam? The right answer depends on your ownership structure, target investor base, licensing history, and the specific documents you intend to use — general commentary like this cannot substitute for a facts-specific review. IVLF Advisors offers a confidential, NDA-safe preliminary risk review and feasibility consultation with a Partner or Senior Counsel to assess your specific structure against current SBV and SSC practice before you file or launch. Contact IVLF Advisors for a fintech regulatory consultation.
Frequently Asked Questions
Is P2P lending in Vietnam legal right now?
Yes, but only for platforms holding a Sandbox Certificate under Decree 94/2025/ND-CP, which took effect 1 July 2025. Operating P2P lending in Vietnam outside this framework carries significant legal and enforcement risk.
Can a foreign investor own a P2P lending platform in Vietnam?
Not directly. Decree 94 requires sandboxed P2P lending platforms in Vietnam to be wholly Vietnamese-owned, with Vietnamese legal representatives and general directors. Indirect participation structures require careful, case-specific review.
Is equity crowdfunding legal in Vietnam?
There is no dedicated equity crowdfunding statute. Platforms must fit within the existing Securities Law 2019 public or private offering rules, and the line between the two for platform-based solicitation remains unsettled.
How long does SBV take to approve a P2P lending sandbox application?
Up to 95 working days: five days for a completeness check and ninety days for substantive review, though timelines can extend where SBV requests clarifications or inter-agency consultation.
Does the new Digital Technology Industry Law help equity crowdfunding platforms in Vietnam?
Not currently. It creates categories for virtual and coded assets effective 1 January 2026 but does not establish or amend any equity crowdfunding framework under the Securities Law.
Vietnam’s regulators have moved decisively on P2P lending in Vietnam while leaving equity crowdfunding to develop informally — a gap likely to persist until the SSC issues dedicated guidance or the Securities Law is further amended. For any sponsor or platform operator weighing either model in 2026, the practical next step is a structure-specific licensing and ownership review before capital is raised or loans are disbursed, not after a platform is already live with Vietnamese users. This article is general information as of its publication date and is not legal advice for a specific transaction or platform.
This article is provided for general information only and does not constitute legal advice for any specific case. Regulations may change – please consult a qualified professional before acting. Should further analysis be required, please contact one of our lawyers below.
