Context: A fintech investor entering Vietnam in 2026 faces a licensing map unlike any other sector: the same app may need a payment-intermediary licence, must enter the sandbox, or need no financial licence at all — depending on whether it touches customer money.
Legal Basis and How It Applies
The first classification question of the legal map is whether the model performs an activity licensed by the State Bank. Providing payment-intermediary services (e-wallets, payment gateways, collection and payment support) requires a licence under Decree 52/2024/ND-CP on non-cash payments, with capital, personnel and technical-system conditions; foreign ownership in a payment intermediary is capped at 49% of charter capital. Banking activities under the Law on Credit Institutions 32/2024/QH15 are reserved to credit institutions; P2P lending, credit scoring and Open API currently have a testing path only through the sandbox of Decree 94/2025/ND-CP. The rest — accounting software, financial-management tools that do not hold customer money — is ordinary technology business under the Investment Law 143/2025/QH15 (effective 1 March 2026, replacing Investment Law 61/2020/QH14).
The map’s second layer is the horizontal regimes applying to every model: personal data protection under Law 91/2025/QH15 and Decree 356/2025/ND-CP, anti-money laundering under Law 14/2022/QH15 where the entity is a reporting subject, and foreign-exchange management for investment flows in and out, including investment capital accounts under the ICA mechanism replacing the former DICA under Circular 38/2026/TT-NHNN, which replaced Circular 06/2019/TT-NHNN (effective 18 August 2026). An investor who draws the map in this order — classify the activity, then the licence, then horizontal regimes — avoids the most common error: negotiating a share purchase only to discover the model needs a licence the seller never had.
Application in Practice and Common Pitfalls
In the legal due diligence of a fintech deal, three documents must be read before all others: the licence or testing approval for the model, the user data-processing consent file, and the reporting history with the State Bank. A fintech’s value sits in the validity of these three things more than in the user numbers on the pitch deck.
Action Checklist
The steps below turn the analysis above into concrete work:
- First, test your own situation against this ground: The first classification question of the legal map is whether the model performs an activity licensed by the State Bank.
- Record the application point specific to this case instead of copying conclusions from another case: Banking activities under the Law on Credit Institutions 32/2024/QH15 are reserved to credit institutions; P2P lending, credit scoring and Open API currently have a testing path only through the sandbox of Decree 94/2025/ND-CP.
- Prepare the evidence and file relating to the following point before dealing with authorities or partners: In the legal due diligence of a fintech deal, three documents must be read before all others: the licence or testing approval for the model, the user data-processing consent file, and the reporting history with the State Bank. A fintech’s value sits in the validity of these three things more than in the user numbers on the pitch deck.
- Answer the question clients ask most directly with this conclusion, and keep it on file: It depends on whether the model touches customer money: payment intermediation needs a licence under Decree 52/2024/ND-CP; P2P, credit scoring and Open API go through the Decree 94/2025/ND-CP sandbox; software that does not hold customer money needs only ordinary investment and business registration under Investment Law 143/2025/QH15.
Frequently Asked Questions
What licences does opening a fintech company in Vietnam require?
It depends on whether the model touches customer money: payment intermediation needs a licence under Decree 52/2024/ND-CP; P2P, credit scoring and Open API go through the Decree 94/2025/ND-CP sandbox; software that does not hold customer money needs only ordinary investment and business registration under Investment Law 143/2025/QH15.
How much of a fintech company may a foreign investor own?
For a payment intermediary, foreign ownership is capped at 49% of charter capital under Decree 52/2024/ND-CP. Pure technology models outside financial licensing follow the general market-access conditions of the Investment Law — which is why model classification must precede fixing the ownership ratio in negotiations.
Which fintech activities need State Bank permission?
Activities needing State Bank permission include banking operations of credit institutions under the Law on Credit Institutions 32/2024/QH15, providing payment-intermediary services, and testing sandbox solutions. Support technology that holds no money and does not present itself as providing financial services needs no separate financial licence.
This article has been quality-reviewed by the FLAW AI Legal Council