In the context of increasing capital demand, capital mobilization intermediaries play an important role in connecting enterprises with investors. However, such activities involve numerous legal risks if not implemented in compliance with legal regulations. The following article clarifies the legal framework and main issues that should be noted.

I. Current situation relating to capital mobilization intermediaries

In recent years, the activities of capital mobilization intermediaries in Vietnam have developed rapidly alongside the increasing demand of business expansion and financial resources of enterprises. Intermediary models have become increasingly diverse, including securities companies, investment advisory organizations, crowdfunding platforms, and financial brokerage entities.

However, in practice, the market still reveals many shortcomings. Some organizations operate without fully satisfying legal conditions and even take advantage of the intermediary title to conduct illegal capital mobilization, creating potential fraud risks. In addition, many enterprises and investors still lack sufficient legal knowledge, leading to participation in non-transparent capital mobilization activities and causing financial losses.

Furthermore, although the legal framework governing the activities of capital mobilization intermediaries has gradually been improved, there remain legal gaps for new models, especially those operating on technology platforms. It creates an urgent need for strengthening state management while also improving legal awareness among market participants.

II. Concept of capital mobilization intermediaries

1. What is a capital mobilization intermediary?

A capital mobilization intermediary is an organization or individual holding a connective role between parties seeking to raise capital and investors, through consulting, brokerage, or organizing forms of capital mobilization in accordance with legal regulations.

In practice, these entities do not directly use the mobilized capital but perform the function of financial intermediation, supporting enterprises in accessing capital sources and helping investors identify suitable investment opportunities, based on compliance with relevant legal provisions.

2. What are the legal characteristics of capital mobilization intermediaries?

Capital mobilization intermediaries possess specific legal characteristics associated with the finance and investment sector. 

  • First, it is a conditional business line, and many forms require licensing.
  • Second, these entities do not directly use the mobilized capital but only perform intermediary functions such as consultancy, brokerage, guarantee and warranty, or connection between investors with enterprises. Therefore, their rights and obligations are limited to the intermediary scope and do not create ownership rights over the capital source.
  • Third, the activities of intermediaries are subject to strict management and supervision by State authorities, such as the State Bank of Vietnam or the State Securities Commission of Vietnam, depending on their field of operation.
  • Fourth, these entities are obligated to disclose information transparently and truthfully, comply with anti-money laundering regulations, protect investors’ rights, and take legal liability if they violate professional obligations or provide misleading information.

These legal characteristics show that capital mobilization intermediaries are not only strictly bound by legal regulations but also play an important role in ensuring transparency, safety, and stability of the financial market.

3. What role do capital mobilization intermediaries play in investment and business activities?

Capital mobilization intermediaries play an important role in connecting capital supply and demand in the market. For enterprises, these entities help access diverse capital sources, from issuing shares and bonds to other financing methods, thereby reducing financial pressure and expanding production and business activities.

For investors, intermediaries assist in identifying, analyzing, and selecting appropriate investment opportunities, providing information, strategic advice, and contributing to minimizing risks when participating in the market.

In addition, the participation of intermediaries contributes to increasing the transparency and professionalism of the financial market, supporting efficient resource allocation and promoting sustainable economic development.

III. Legal regulations relating to capital mobilization intermediaries

1. What types of organizations are considered capital mobilization intermediaries?

According to legal regulations, capital mobilization intermediaries are organizations permitted to receive and distribute capital sources in the economy, including:

  • Credit institutions: Pursuant to Clause 38, Article 4 of the Law on Credit Institutions 2024, a credit institution is an economic organization with legal entity status conducting one, several, or all banking activities. At the same time, under Clause 17, Article 4, banking activities include deposit-taking, credit granting, and payment service provision → it is a typical capital mobilization intermediary.
  • Securities companies and investment funds: Pursuant to Clause 1, Article 86 and Clause 1, Article 111 of the Law on Securities 2019 (amended and supplemented in 2024), these organizations are permitted to receive capital from investors and conduct investment and capital distribution in the securities market.

Capital mobilization intermediaries must be organizations permitted and licensed under specialized laws; any capital mobilization activities outside these entities may be considered illegal under the law.

2. Legal conditions for establishing a capital mobilization intermediary

The establishment of a capital mobilization intermediary (typically a credit institution) must satisfy strict conditions under specialized laws. Specifically, pursuant to Article 29 of the Law on Credit Institutions 2024, an organization wishing to obtain an Establishment and Operation License must satisfy the following basic conditions:

  • Having the minimum charter capital level as prescribed by law for each type of credit institution.
  • Having lawful founding shareholders and capital-contributing members, in which individuals must have full civil act capacity and financial capability to contribute capital in accordance with regulations.
  • Having managers, executives, and members of the Supervisory Board who must satisfy standards and conditions prescribed by law on credit institutions.
  • Having a Charter, a feasible business plan, and an operational plan ensuring safety for the financial and banking system.
  • Having headquarters, facilities, risk management systems, and internal control systems suitable for the intended operations.

In addition, pursuant to Article 27 of the Law on Credit Institutions 2024, an organization is only permitted to conduct capital mobilization activities after being granted an Establishment and Operation License by the State Bank of Vietnam.

To establish a capital mobilization intermediary, the organization must fully satisfy conditions relating to capital, capital contributors, management personnel, operational plans, and must be licensed by the competent authority in accordance with the law.

3. Is capital mobilization through intermediaries subject to the management of the State Bank of Vietnam?

Pursuant to the Law on Credit Institutions 2024, capital mobilization activities through intermediaries (especially credit institutions) are subject to strict management, inspection, and supervision by the State Bank of Vietnam.

Specifically, pursuant to Clause 17, Article 4, banking activities include deposit-taking, credit granting, and payment service provision - these are the core activities of capital mobilization intermediaries. Therefore, organizations conducting these activities must comply with specialized legal regulations and are subject to management by the State Bank.

In addition, pursuant to Clause 1, Article 27, the State Bank is the authority competent to issue, amend, supplement, and revoke Licenses for credit institutions, while also exercising State management functions over their operations.

Capital mobilization activities through intermediaries must be placed under the management of the State Bank; any unlicensed activities or activities conducted in violation of regulations may be handled in accordance with the law.

4. How are illegal capital mobilization activities through intermediaries handled?

Illegal capital mobilization through intermediaries not only violates the law but also creates significant risks for investors and distorts the financial market. Therefore, Vietnamese law provides strict administrative and criminal sanctions for such conduct.

- Administrative sanctions 

Pursuant to Point b, Clause 6, Article 63 of Decree No. 98/2020/ND-CP, acts of abusing the intermediary title for illegal capital mobilization shall be subject to administrative sanctions:

  • Fine: from 40,000,000 VND to 50,000,000 VND;
  • Additional remedies:
  • Confiscation of exhibits and means used to commit the violation;
  • Suspension of e-commerce activities from 06 months to 12 months;
  • Remedial measures:
  • Mandatory correction of false or misleading information;
  • Mandatory recovery of the “.vn” domain name of the website or removal of the application from app stores;
  • Mandatory disgorgement of illegal profits obtained.

- Criminal liability

Pursuant to Clause 1, Article 290 of the Penal Code 2015 (amended and supplemented in 2017 and 2025), if illegal capital mobilization through intermediaries is conducted for the purpose of appropriating property, the violator shall be subject to criminal prosecution:

  • Non-custodial reform for up to 03 years or imprisonment from 06 months to 03 years;
  • Applicable to acts of using social networks, telecommunications networks, or electronic means to defraud and appropriate investors’ property.

Illegal capital mobilization through intermediaries will be handled strictly: From administrative fines of 40 - 50 million VND, application of additional remedies and remedial measures, to criminal prosecution if conducted for the purpose of property appropriation, with imprisonment from 06 months to 03 years. Therefore, all organizations and individuals conducting capital mobilization must comply with the law, ensure transparency, and protect investor safety.

IV. Questions relating to capital mobilization intermediaries

1. Are individuals allowed to establish capital mobilization intermediaries?

Not every individual is allowed to freely establish a capital mobilization intermediary. Under current legal regulations, individuals may only participate in establishing such organizations through capital contribution or as founders of enterprises, but the intermediary itself must be a licensed legal entity.

Specifically, pursuant to Article 29 of the Law on Credit Institutions 2024, a credit institution may only be granted a License when founding shareholders who are individuals have full civil act capacity and financial capability to contribute capital, and the organization itself must satisfy numerous conditions regarding capital, management personnel, and business plans. At the same time, pursuant to Article 27, the operation of a credit institution must be licensed by the State Bank of Vietnam.

Accordingly, individuals may not independently conduct capital mobilization intermediary activities in their personal capacity, but may only participate through establishing or contributing capital to a lawfully licensed organization.

Individuals may not directly conduct capital mobilization intermediary activities, but may only participate through a legal entity licensed under specialized laws.

2. Is a capital mobilization intermediary liable if a capital mobilization project fails?

The liability of a capital mobilization intermediary depends on its legal role and the extent of its commitment in the transaction.

Pursuant to Clause 4, Article 4 of the Law on Credit Institutions 2024, credit granting means a credit institution allowing customers to use a sum of money on the principle of repayment. In such a case, the credit institution is the lender, so the borrower must be responsible for repaying principal and interest, even if the project fails.

However, if the intermediary only acts as a broker or investment connector (without directly granting credit or providing a guarantee), then in principle, it is not responsible for the business risks of the project. Primary responsibility belongs to the capital-raising party and the investor.

Conversely, if the intermediary commits the following acts, it must take corresponding legal liability:

  • Providing guarantee commitments or profit guarantees (relating to the concept of guarantee under Clause 2, Article 4 of the Law on Credit Institutions 2024);
  • Providing false or misleading information to investors;
  • Conducting illegal capital mobilization or exceeding the licensed scope.

A capital mobilization intermediary is not automatically liable when a project fails, but it must take responsibility if it provides guarantees, breaches obligations, or commits unlawful acts.

3. Are there limits on the scope of activities of capital mobilization intermediaries?

Vietnamese law imposes very strict limitations on the scope of activities of capital mobilization intermediaries, especially credit institutions.

Specifically, pursuant to Clause 17, Article 4 of the Law on Credit Institutions 2024, banking activities only include operations such as deposit-taking, credit granting, and payment service provision. It means that credit institutions may only conduct activities expressly permitted by law.

In addition, pursuant to Article 27 of the Law on Credit Institutions 2024, credit institutions must operate strictly within the scope stated in the License issued by the State Bank. If they exceed this scope, they may be sanctioned or even have their License revoked under Article 36.

Furthermore, depending on each type (bank, finance company, microfinance institution, etc.), the law provides separate scopes of activities, and they may not conduct operations beyond their licensed functions.

Capital mobilization intermediaries are limited by the scope of activities stated in their License and specialized legal regulations; any activities beyond the permitted scope are considered violations of law.

4. Are capital mobilization intermediaries allowed to publicly advertise and solicit investment?

They must strictly comply with legal regulations regarding operational scope and advertising content.

First, pursuant to Article 27 of the Law on Credit Institutions 2024, intermediaries (such as credit institutions) may only operate within the scope stated in their License. Therefore, advertising and investment solicitation are only lawful when connected with permitted business operations.

In addition, pursuant to Clause 17, Article 4 of the Law on Credit Institutions 2024, banking activities include deposit-taking, credit granting, and payment service provision. Advertising must accurately reflect the nature of these activities and must not be disguised as illegal capital mobilization or investment solicitation beyond the licensed scope.

Capital mobilization intermediaries are allowed to publicly advertise and solicit investment, but only within their licensed scope and they must ensure honesty and transparency; violations will be handled in accordance with the law.

5. Is licensing mandatory for capital mobilization intermediaries?

Under Vietnamese law, capital mobilization intermediaries must be licensed by the competent authority before commencing operations.

Specifically, pursuant to Article 27 of the Law on Credit Institutions 2024, the State Bank of Vietnam is the authority competent to issue, amend, supplement, and revoke Licenses for credit institutions. At the same time, only after obtaining a License may such organizations conduct banking activities, including capital mobilization.

In addition, pursuant to Clause 38, Article 4 of the Law on Credit Institutions 2024, a credit institution is a legal entity conducting banking activities; therefore, capital mobilization is only lawful when implemented by a licensed entity.

Licensing is a mandatory condition for capital mobilization intermediaries to operate lawfully; any capital mobilization activities conducted without a License may be considered illegal and handled in accordance with the law.

V. Why you should seek legal advice from NPLaw regarding capital mobilization intermediaries

Capital mobilization intermediary activities involve many legal risks because they directly relate to cash flow, investor rights, and strict state management regulations. Therefore, having lawyers accompany the process is essential to avoid mistakes and disputes. Choosing NPLaw provides the following benefits:

  • Correct understanding of legal regulations - avoiding risks: Lawyers help determine whether the operational model is lawful, avoiding violations caused by misunderstanding regulations.
  • Review and preparation of legal documents: Support in preparing charters, agreements, and capital mobilization plans in a comprehensive manner, minimizing arising risks.
  • Strategic consultation: Providing suitable operational solutions aligned with business objectives while ensuring legal safety.
  • Dispute resolution support: Representing clients and working with relevant parties to protect rights and interests when disputes or investment risks arise.
  • Saving time and costs: Helping enterprises avoid violations leading to penalties or business interruption.

The above information is for reference purposes only. Should you require detailed advice regarding your specific case, please contact NPLaw Firm for immediate consultation.