Fintech Company in Vietnam: Foreign Ownership and Payment Service Licences

If you are planning to enter Vietnam’s digital payments market, you can set up a wholly foreign-owned fintech company. What you need in order to launch, however, depends on whether your product handles customer money.

For instance, if you only build software, you can trade as soon as company registration completes. But if you move or hold customer funds, you need a licence from the State Bank of Vietnam first.

In this article, we will walk you through the licensing conditions for intermediary payment services, the banking sandbox, and how to set up a foreign-owned fintech company in Vietnam.

Can Foreigners Own a Fintech Company in Vietnam?

Foreign investors can hold 100% of a Vietnam fintech company that provides software, IT, data, or intermediary payment services. However, you will have to follow different licensing routes depending on your sector. For foreign investors, fintech businesses usually fall into one of two routes:

• Technology provider: You can own 100% of a company that builds payment software, APIs, merchant platforms, or fraud tools. Once company registration is complete, you can begin trading straight away, since the software itself carries no State Bank licence.
• Licensed payment provider: You can also own 100% of a company that provides intermediary payment services in Vietnam. However, you must first obtain a State Bank of Vietnam licence, meet the relevant capital threshold, and establish the required technology, security, and operating controls.

The dividing line is whether your company touches customer funds. As a technology provider, you build the product and leave the regulated flow to a licensed partner. But as a licensed payment provider, you will hold or move the funds, which falls under the full licensing regime. This shapes everything downstream, from the activities you register to the capital you commit and how far into the payment flow you can reach.

Classifying your fintech business activities

During company registration, you must select relevant activities from Vietnam’s standard industrial classification system, known as VSIC codes. These codes define your permitted business scope. They also shape how authorities assess your foreign-investment application and whether your business needs State Bank approval on top of registration.

Most fintech companies register several codes rather than one, simply because they run several activities at once. A payment platform, for instance, might register a software activity, a data-processing activity, and the payment-service activity that sits behind its licence. 

Each of those carries a separate code. A software code on its own, however, does not entitle your company to provide a regulated payment service.

The current classification comes from Decision No. 36/2025/QD-TTg, known as VSIC 2025, which took effect on 15 November 2025 and replaced the earlier Decision No. 27/2018/QD-TTg. The table below maps the activities most fintech companies register in Vietnam.

Registering codes that accurately reflect your activities is crucial. If your scope is too broad or too narrow, you will either fall out of step with your registered activities, or operate in a regulated sector without the licence for it. 

For this reason, it is advisable to reach out to compliance experts who can verify the VSIC codes that match your products and services. Book a free consultation with Emerhub via the form below.

Licensing Conditions for Intermediary Payment Services in Vietnam

Intermediary payment services in Vietnam are a licensed activity, governed by Article 22 of Decree 52/2024/ND-CP. If your product moves or holds customer money, you need a licence from the State Bank of Vietnam before you launch, no matter how much of the company you own.

Article 22 recognises six formal intermediary payment services:

• Financial switching services
• International financial switching services
• Electronic clearing services
• E-wallet services
• Collection and payment support services
• Electronic payment portal services

Any non-bank organisation that provides these services needs the State Bank licence to do so. Therefore, commercial banks and foreign bank branches sit outside this route, since they operate under the separate banking regime. 

Payment software, by contrast, does not automatically fall under the licence. If your company only writes the technology and a licensed Vietnamese provider runs the regulated flow, the software stays outside the regime. The licence attaches to the party that handles customer funds, not to the vendor behind the product.

The company must be legally established in Vietnam

A foreign payment licence does not carry over to Vietnam. To hold an intermediary payment services licence, you must first incorporate a company in Vietnam.

Once granted, the licence runs for 10 years and is renewable. You then have six months from the date of issuance to launch the registered service.

The State Bank also reviews the people behind the company. Your legal representative, general director, and key officers each must undergo a fit-and-proper assessment before the licence is granted. 

Your systems must meet level 3 information security

Vietnam grades every information system from level 1 to level 5, based on data sensitivity and the potential damage a breach would cause. The framework derives from the Law on Cyberinformation Security No. 86/2015/QH13 and Decree No. 85/2016/ND-CP. For licensed payment providers, you must demonstrate that your system meets at least level 3 before the State Bank clears you to launch.

A level 3 classification means you document and implement a defined set of controls before you go live, then keep them running. These cover:

• A formal security dossier: You prepare a classification dossier for the system and have it approved. This sets out its architecture, the data it handles, and the safeguards around each part.
• Independent assessment: A level 3 system must be assessed by a qualified third party rather than self-certified. 
• Access and data controls: You segregate the network, encrypt customer and transaction data, and restrict system access by role, with logging you can produce on request.
• Incident reporting: You run a monitoring and response process and report security incidents to the authorities within the set timelines.
• Ongoing review: You reassess the system on a fixed cycle and after any material change, since the classification is a live obligation, not a one-time sign-off.

On top of this, Decision No. 2345/QD-NHNN adds specific security measures for online payments and card transactions, such as biometric verification on higher-value transfers. Most payment providers build these in from the start rather than adding them on later.

Capital must match the licensed service

Your charter capital depends on which service you license. Decree 52/2024/ND-CP mandates this for six categories of services, and with two tiers of capital requirements depending on your service.

The first tier sits at VND 50 billion (roughly USD 1.96 million), covering customer-facing services. The second tier sits six times higher, at VND 300 billion (about USD 11.8 million). It covers the infrastructure services that clear and route funds between institutions.

Banking Sandbox for P2P Lending and Open APIs

Vietnam’s banking sandbox gives fintech companies a controlled way to test products that do not yet fit a standard operating licence. It is not an intermediary payment services licence, and it does not give you an automatic right to continue operating once the test ends.

Decree 94/2025/ND-CP, took effect on 1 July 2025, with the SBV reviewing applications and issuing a Certificate of Participation in Controlled Testing to approved applicants. It applies to three solutions: 

• Peer-to-peer lending: A platform that connects lenders and borrowers on a digital platform.
• Open APIs: Secure data sharing between banks and approved third-party providers.
• Technology-based credit scoring: Technology that assesses creditworthiness using data and automated methods.

Before applying, you need a Vietnam entity, a working product, and a clear testing plan. Your application must show how you will manage technology, data, fraud, operational, and customer-protection risks.

The certificate lets you test only the approved solution, within the scope set by the State Bank.  Each pilot runs for a maximum of two years from the certificate date, with limited extensions beyond that. All testing stays within Vietnam, since the sandbox does not allow cross-border operation during the trial.

How to Set Up a Foreign-Owned Fintech Company in Vietnam

How far you travel through these steps depends on your activity. A software provider can start trading once the company is set up, while a payment provider has to clear the State Bank licence before it launches. 

For steps tailored to your product, Emerhub's local advisors give you the full breakdown and handle the sequence on your behalf.

1. Establish the foreign-invested company

We first confirm your proposed company name is available on the National Business Registration Portal then file the name reservation. Our local agents register the company under the business lines and VSIC codes that match your activities.

A foreign-invested company needs two certificates. The Investment Registration Certificate (IRC) approves your investment project, and the Enterprise Registration Certificate (ERC) creates the company itself. To open the file, we prepare and submit the dossier with all mandatory documents:

• Passport copies for individual investors, or the certificate of incorporation and business registration extract for a corporate investor, consular-legalised
• Proof of financial capacity, such as recent bank statements, audited financial statements, or a capital commitment letter
• An investment project proposal covering objectives, capital, location, and timeline
• A lease agreement or ownership documents for the registered office address
• The company charter and the list of members or shareholders
• Passport copies of the proposed legal representative in Vietnam

2. Open a corporate bank account and contribute capital

With the company registered, banking comes next. Vietnam requires every foreign-invested company to route its investment capital through a direct investment capital account (DICA), held at a single licensed bank. Your charter capital comes in through this account, and your profits later flow back out through it.

A key reality check for foreign companies is that banks run tighter checks on foreign-owned accounts. This stretches your onboarding to several weeks, provided your documents are in order. With Emerhub as your local compliance partner, you can leverage our established network with local and international banks in Vietnam to streamline the process.

Once the account is open, you contribute the charter capital at the tier your licence requires. Under the Law on Enterprises, it must be paid within 90 days of the ERC. This is especially important for payment providers, since the State Bank wants proof of capital before it grants the licence.

3. Apply for the relevant State Bank approval

Your route through this step depends on what your company does:

• A payment provider applies for the intermediary payment services licence.
• A sandbox product applies for a certificate of controlled testing.

• A software-only company needs neither. You can operate right after registration, since the licence attaches to the party that runs the regulated flow, not to the technology vendor. Many foreign fintechs enter this way first, then map a route to their own licence later.

Whichever route applies, we handle the application for you. For a payment provider, we prepare and file the licence dossier set out in Decree 52 and Circular 40/2024/TT-NHNN:

• The licence application form
• A resolution from your board or shareholders approving the service plan
• The service plan itself, setting out how the service operates
• A technical solution document that meets level 3 information security
• Qualification records for your legal representative, director, and key officers
• Proof of the charter capital

Once we file, the State Bank appraises a complete and valid dossier within 60 days, then grants the licence or refuses it in writing with reasons. The 60-day clock starts only from a complete file, so we’ll ensure every document is in order before filing for the license.

4. Register for tax and set up operations

Alongside the licence application, we handle the tax registrations that let your company start operating. Your tax code (mã số thuế) doubles as your enterprise code and is issued when the company is registered. From there, we register you for value-added tax, set up electronic invoicing, and file your initial tax declarations with the local tax authority.

With these in place, your company can trade, hire, and sign contracts. Bear in mind that payment providers can activate the regulated service only once the State Bank licence lands. In contrast, software providers are cleared for operations from the day you complete company registration.

5. Meet your ongoing data and service obligations

Once you are live, two duties sit on top of your licence: protecting customer data, and running your service within its conditions.

The Law on Personal Data Protection No. 91/2025/QH15, in force since 1 January 2026 under Decree No. 356/2025/ND-CP, governs the identity, transaction, and credit data a fintech holds. The rules cover consent, cross-border transfers, and breach reporting. A cross-border breach can cost up to 5% of your prior-year revenue in Vietnam.

Your licensed service then carries its own conditions. As an e-wallet provider, for example, you must:

• Link each wallet to the customer's own bank account or debit card
• Hold a payment guarantee account that covers the total balance across all wallets
• Verify each new user's identity against their ID, including a biometric check under Circular 41/2025/TT-NHNN

Set up a Fintech Company in Vietnam with Emerhub

Setting up a fintech company in Vietnam means ensuring your legal structure matches the payment service it plans to provide. As your local compliance partner, Emerhub can handle this on top of preparing the foreign-investment and company-registration filings on your behalf.

For licensed payment businesses, we coordinate the corporate setup and prepare the documents that support the State Bank application. We also complete the tax registration, direct investment capital account arrangements, and ongoing corporate compliance once your company is operating.

If you plan to enter as a software provider first, we register the wholly foreign-owned technology company. Then, we’ll help you plan the corporate and contractual boundaries between your entity and the licensed Vietnamese payment provider.

Talk to our local experts to discuss your fintech setup in Vietnam. We can provide the applicable requirements and routes aligned with your intended plans.