Electronic payment services play a critical role in the digital economy. However, operating such financial services requires strict compliance with a highly regulated legal framework. The following  article provides a comprehensive legal analysis to help enterprises mitigate risks, ensure compliance, and avoid engaging in payment intermediary services without the license.

I. What legal risks and severe sanctions may an enterprise face for providing payment intermediary services without a license?

Providing payment intermediary services without a license constitutes a particularly serious violation of law, directly infringing upon the State’s regulatory authority over monetary and banking activities.

If detected by inspectors of the State Bank of Vietnam or law enforcement authorities, the enterprise may face a combination of severe sanctions. From an administrative perspective, the company may be subject to substantial monetary fines of up to 500 million VND, together with remedial measures requiring the disgorgement of all unlawful profits generated from the unauthorized operations.

Furthermore, technical systems, servers, and API gateways may be required to cease operation or be dismantled immediately, disrupting the entire service chain and potentially paralyzing commercial activities involving customers and business partners.

More seriously, if customer funds are lost, misappropriated, or if system failures result in significant damage, the legal representative, chief executive officer, or other responsible individuals of the enterprise may face criminal prosecution for offenses relating to violations of banking regulations or fraudulent appropriation of property.

II. Understanding the provision of payment intermediary services without a license

1. What does providing payment intermediary services without a license mean?

Currently, Vietnamese law does not provide a specific legal definition of “providing payment intermediary services without a license”. However, under Point 1, Article 22 of Decree No. 52/2024/ND-CP, payment intermediary services include the following:

  • Financial switching services;
  • International financial switching services;
  • Electronic clearing services;
  • E-wallet services;
  • Collection and disbursement support services; and
  • Electronic payment gateway services.

The provision of payment intermediary services is subject to regulations issued by the State Bank of Vietnam. Accordingly, payment intermediary services may generally be understood as the provision of electronic infrastructure connecting customers, merchants, and banks for the purpose of facilitating payment transactions.

Unauthorized business activities in such a sector occur when an organization independently establishes a platform, charges service fees, or manages customer funds through mechanisms such as payment gateways, e-wallets, collection services, or disbursement services without obtaining a License for the Provision of Payment Intermediary Services from the State Bank of Vietnam.

2. At what revenue or transaction threshold is the unlicensed provision of payment intermediary services considered particularly serious?

At present, there is no specific legal provision establishing a fixed revenue threshold or transaction volume as an independent basis for determining criminal liability solely for operating payment intermediary services without a license.

However, under Article 206 of the Criminal Code 2015 (as amended by Clause 48, Article 1 of the amended Criminal Code 2017), concerning the offense of violating regulations on banking operations and other banking-related activities, criminal proceedings may be initiated where unauthorized payment service activities conducted without approval from the competent State authority under the Law on the State Bank of Vietnam and the Law on Credit Institutions cause damage ranging from 100,000,000 VND to 300,000,000 VND.

The greater the damage caused, the more serious the criminal offense will be considered.

Therefore, the principal criterion for assessing criminal liability is the amount of loss or damage incurred rather than the revenue generated by the enterprise.

3. Does integrating a foreign payment gateway into a Vietnamese website constitute unlicensed payment intermediary services?

Whether integrating a foreign payment gateway into a Vietnamese website constitutes unauthorized payment intermediary services depends entirely on the purpose of use. If a business integrates a payment gateway solely to receive payments for its own products or services, such activity constitutes a legitimate commercial operation.

Conversely, under Clause 1, Article 22 of Decree No. 52/2024/ND-CP, where the enterprise uses the gateway to collect payments on behalf of third parties, thereby acting as an intermediary between buyers and other sellers, the activity may be deemed the provision of payment intermediary services.

In such circumstances, if the enterprise has not satisfied the licensing requirements prescribed under Clause 2, Article 22 of Decree No. 52/2024/ND-CP, it may be subject to administrative sanctions ranging from 150,000,000 VND to 250,000,000 VND under Clause 6, Article 31 of Decree No. 340/2025/ND-CP.

In short, collecting payments for one's own goods or services is lawful, whereas collecting payments on behalf of third parties requires a license.

III. Legal framework governing the provision of payment intermediary services without a license

1. Licensing requirements for payment intermediary service providers

Pursuant to Clause 2, Article 22 of Decree No. 52/2024/ND-CP, a non-bank entity seeking a license from the State Bank of Vietnam must satisfy stringent requirements, including:

  • Possessing an Enterprise Registration Certificate or Establishment License issued by a competent authority and not being in the process of division, separation, merger, consolidation, conversion, dissolution, or bankruptcy during the licensing application process. Entities providing financial switching or electronic clearing services must not engage in business activities other than payment intermediary services;
  • Having fully contributed charter capital of at least 50 billion VND (for e-wallet services and collection/disbursement support services) or up to 300 billion VND (for financial switching services);
  • Having a service provision scheme approved by the competent authority;
  • Ensuring that the legal representative and General Director possess at least a university degree and a minimum of five years of direct experience in finance or banking;
  • Meeting international standards relating to information technology infrastructure, cybersecurity, data protection, and system security.

Additional requirements may apply depending on the specific type of payment intermediary service involved.

2. Licensing procedures to avoid risks associated with unauthorized payment intermediary services

Pursuant to Article 24 of Decree No. 52/2024/ND-CP, the licensing process generally includes the following steps:

- Step 1: Preparation of the application dossier

The applicant must prepare one complete dossier comprising:

  • An application for a License to Provide Payment Intermediary Services;
  • A resolution of the Members’ Council, Board of Directors, General Meeting of Shareholders, or an authorization document issued by the owner's authorized representative approving the payment intermediary service scheme and technical solution proposal;
  • The payment intermediary service scheme;
  • A technical solution description;
  • Documents relating to senior management personnel;
  • Copies of documents evidencing the lawful establishment and operation of the applicant organization;
  • Written commitments and supporting documents from owners, founding members, or founding shareholders demonstrating the maintenance of the actual value of charter capital.

- Step 2: Submission of the dossier

The application dossier may be submitted directly, by post, or through the National Public Service Portal to the State Bank of Vietnam.

- Step 3: Appraisal and licensing

Within 60 working days from the receipt of a complete and valid dossier, the State Bank of Vietnam will review the application and conduct inspections and assessments of the applicant’s technology systems.

If all conditions are satisfied, the Governor of the State Bank of Vietnam will issue the license. If the application is rejected, the applicant will receive a written explanation specifying the reasons for refusal.

3. What services fall within the scope of payment intermediary services?

Pursuant to Clause 1, Article 22 of Decree No. 52/2024/ND-CP, payment intermediary services are categorized as follows:

  • Financial switching services;
  • International financial switching services;
  • Electronic clearing services;
  • E-wallet services;
  • Collection and disbursement support services; and
  • Electronic payment gateway services.

Accordingly, any enterprise developing software that performs any of the above six financial transaction functions is required to obtain the appropriate license before commencing operations.

4. Administrative sanctions for providing payment intermediary services without a license

Pursuant to Clause 6, Article 31 of Decree No. 340/2025/ND-CP on administrative sanctions in the monetary and banking sector, providing payment intermediary services without a license issued by the State Bank of Vietnam may result in fines ranging from 150,000,000 VND to 250,000,000 VND.

Additionally, under Point a, Clause 8 of the same Article, the violating organization must disgorge all unlawful profits obtained from the violation.

Consequently, the combined effect of fines and profit recovery measures may significantly impair cash flow and potentially force small and medium-sized enterprises into insolvency.

5. Mitigating circumstances in criminal cases involving unlicensed payment intermediary services

If the violation results in serious consequences and criminal proceedings are initiated under Article 206 of the Criminal Code 2015 (as amended by Clause 48, Article 1 of the amended Criminal Code 2017), mitigating circumstances may be considered under Article 51 of the Criminal Code 2015. Potential mitigating factors include:

  • Voluntarily compensating customers for all financial losses incurred;
  • Committing the offense for the first time and under less serious circumstances;
  • Making a full confession and demonstrating genuine remorse;
  • Actively cooperating with law enforcement authorities by providing server data and assisting in dismantling money laundering networks operating through the platform.

IV. Questions regarding the provision of payment intermediary services without a license

1. Can the competent authorities impose an exit suspension on company executives involved in providing payment intermediary services without a license?

The risk of competent authorities imposing an exit suspension on executives of a company that provides payment intermediary services without obtaining the required license is significant. Under Clause 5, Article 36 of the Law on Exit and Entry of Vietnamese Citizens 2019 and Clause 5, Article 17 of the Law on Tax Administration 2025, taxpayers and legal representatives of enterprises that are subject to enforcement of administrative decisions on tax administration, or individuals who have been reported, accused, or prosecuted in criminal cases involving financial misconduct, may be subject to an exit suspension by the competent authorities.

Accordingly, in order to preserve their right to international travel and overseas business activities, company executives must fully comply with all obligations relating to the payment of fines and cooperation with investigative authorities.

2. Can a shareholder who contributes capital but does not participate in management be considered an accomplice in the unlawful provision of payment intermediary services?

Pursuant to Article 17 of the Criminal Code 2015 regarding accomplice liability, criminal responsibility depends on the specific awareness and conduct of each individual involved.

If a shareholder merely contributes capital to a technology company for the purpose of receiving dividends, does not participate in the Board of Directors, does not vote on the development of unlawful collection and disbursement services, and has no knowledge of such violations, that shareholder shall not take criminal liability.

However, if the investigating authority can establish that the shareholder was fully aware that the enterprise was operating without the required license but nevertheless voted in favor of the relevant business activities at the General Meeting of Shareholders, or directly provided funding for the establishment of server systems facilitating the unlawful operations, the shareholder may be subject to criminal prosecution as an instigator or aider and abettor.

Even where criminal liability is not imposed, the shareholder’s lawful capital contribution may still be at risk of becoming worthless if the company is suspended from operations and burdened with substantial liabilities.

3. How will the security deposit maintained with a partner bank be handled if the enterprise is found to have provided payment intermediary services without a license?

At present, there is no specific legal provision establishing an automatic mechanism for confiscating the entire security deposit of an enterprise that is administratively sanctioned under banking regulations.

In practice, enterprises that integrate APIs with commercial banks for payment processing are often required to maintain a settlement security account (security deposit). Once the competent authorities determine that the enterprise has been operating unlawfully, the police authority may immediately issue an account freezing order to facilitate the investigation, secure enforcement of judgments, compensate affected users, or satisfy obligations relating to administrative fines and disgorgement of unlawful profits under Article 129 of the Criminal Procedure Code 2015.

4. How long does pre-trial detention typically last in investigations concerning the unlawful provision of payment intermediary services?

Where criminal proceedings are initiated under Article 206 of the Criminal Code, the duration of pre-trial detention for investigation purposes is determined in accordance with Article 173 of the Criminal Procedure Code 2015 and depends on the classification of the offense.

For less serious offenses, the maximum detention period is two (02) months and may be extended once for a period not exceeding one (01) additional month.

However, cases involving financial technology services are often highly complex and require extensive extraction and analysis of electronic data. If the offense is classified as an especially serious crime, the initial detention period may be four (04) months and may be extended up to three (03) additional times. As a result, the total detention period during the investigation stage may reach sixteen (16) months or even longer.

5. Can company executives have their personal assets confiscated, or only assets related to the unlawful payment intermediary business activities?

Pursuant to Article 47 of the Criminal Code 2015, the general principle is that the State may confiscate only the instruments and means used in the commission of the offense (such as servers and computer systems) and assets or funds derived from criminal activities.

Lawfully acquired personal assets of company executives, such as residential property or vehicles purchased with legitimate income earned prior to the offense, are generally not subject to confiscation for state ownership.

Nevertheless, if a court orders the individuals concerned to compensate victims for damages and they fail to voluntarily comply with the judgment, enforcement authorities may, under the laws governing civil judgment enforcement, seize and auction their lawful personal assets to satisfy such compensation obligations.

V. Why should enterprises seek legal counsel from NPLaw regarding compliance strategies to avoid violations related to unlicensed payment intermediary services?

NPLaw is committed to providing clients with a comprehensive legal compliance roadmap designed to eliminate the risks of administrative sanctions and ensure that enterprise payment systems operate in full compliance with applicable laws and regulations.

Entrusting legal protection to experienced professionals allows enterprises to focus on growth and innovation with confidence, knowing that their operations are supported by a robust legal framework.

The foregoing information is provided for reference purposes only. Should you require detailed advice regarding a specific matter, please contact NPLaw Firm for immediate legal assistance.