Conditions for providing e-wallet services in Viet Nam for foreign enterprises

The development of Vietnam’s digital economy has promoted the use of non-cash payment methods, among which e-wallet services have become increasingly popular. The potential of this market has attracted the interest of many foreign enterprises. However, entering this sector requires strict compliance with specialized legal regulations. 

This article analyzes the conditions that foreign enterprises (understood as enterprises established and operating under foreign laws) must meet to provide e-wallet services in Vietnam, based on the provisions of Decree 52/2024/ND-CP on non-cash payments (“Decree 52”) and Circular 40/2024/TT-NHNN (“Circular 40”). 

1. Overview of Vietnamese Legal Framework 

According to Articles 3.16 and 22.1 of Decree 52, e-wallet services are classified as a type of intermediary payment service. E-wallet service is a conditional business line subject to the direct state management of the State Bank of Vietnam (“SBV”). Any organization wishing to directly provide e-wallet services must obtain a License for the Provision of Intermediary Payment Services from the SBV. 

For foreign enterprises, Decree 52 and Circular 40 stipulate methods through which they can participate in providing e-wallet services in Vietnam, including the cross-border service provision method and the direct service provision method. The following sections of this article will introduce and briefly describe these two methods applicable to foreign enterprises. 

2. Method  1: Indirect (Cross-border) Provision of Services 

This method applies to foreign organizations that wish to provide e-wallet services in Vietnam without establishing a commercial presence. 

1. Scope of application: Applies exclusively to foreign organizations. 
2. Target customers: The scope of service provision is limited to non-residents and resident foreigners in Vietnam for the payment of legal goods and services transactions within Vietnam. 
3. Operating mechanism: The foreign organization does not directly provide the service but must do so through a licensed partner in Vietnam. Specifically, payment activities must be processed through a commercial bank or a foreign bank branch that has been approved by the SBV to participate in the international payment system of that foreign organization. This method is primarily aimed at international payment service providers who need to serve their existing customer base (such as tourists, foreign experts) during their time in Vietnam, rather than deeply penetrating the domestic payment market. 
4. Conditions: Specific conditions for this method are stipulated in Article 31 of Circular 40. These conditions typically include requirements for cooperation agreements between the parties, technical infrastructure integration, reconciliation mechanisms, cash flow, reporting, and compliance with regulations on foreign exchange management. 

3. Method 2: Direct provision of Services (via establishing an enterprise in Vietnam) 

This is the method that allows foreign enterprises to fully participate in the Vietnamese market by establishing a Vietnamese legal entity to directly provide e-wallet services in the Vietnamese market. For this Method 2, foreign investors are required to establish an enterprise under Vietnamese law. This enterprise established in Vietnam will be the entity that applies for the license and operates the service. 

a. Market access conditions: One of the significant legal issues is that intermediary payment services are not among the sectors for which Vietnam has committed to opening its market under the Schedule of Specific Commitments on Services of the World Trade Organization (WTO). Thus, when a foreign enterprise submits an application to carry out investment and business procedures, the competent investment and business registration authority must consult with the SBV as a basis for licensing the foreign investor to operate in the e-wallet service sector in Vietnam. 

b. Licensing conditions and procedures under sector-specificed laws: The foreign enterprises/investors must fully meet the conditions to be licensed by the SBV, as stipulated in Articles 22.2 and 24 of Decree 52 and detailed in Section 3 of Circular 40. The main conditions include: 

1. Legal capital: A minimum charter capital of VND 50 billion must be maintained.
2. Personnel conditions: The legal representative and General Director (Director) of the organization must hold a university degree or higher in one of the following fields: economics, business administration, law, or information technology, and have at least 05 years of experience as a manager or executive of an organization in the finance or banking sector, and must not be among those prohibited by law. The organization must ensure that at least one legal representative resides in Vietnam at all times. (When only one legal representative remains in Vietnam, this person must, upon leaving Vietnam, authorize in writing another individual residing in Vietnam to exercise the rights and obligations of the legal representative. In this case, the legal representative remains responsible for the performance of the authorized rights and duties). Deputy General Directors (Deputy Directors) and key personnel implementing the Intermediary Payment Services Provision Plan (including Heads of Departments or equivalent and technical staff) must hold a college degree or higher in economics, business administration, law, information technology, or their respective professional fields. 
3. Technical infrastructure: The enterprise must have a detailed technical plan, proving that its information technology infrastructure can ensure safe, continuous, and secure operations and complies with the technical standards of the SBV. The enterprise must have a technical solution description for the provision of the intermediary payment service proposed for licensing, approved by the competent authority as defined in the organization’s Charter, meeting the requirements for Level 3 information system security as prescribed by law.
4. For e-wallet services for customers with accounts at multiple banks or foreign bank branches: The service provider must be permitted by an organization providing financial switching and electronic clearing services licensed by the SBV to switch financial transactions and handle 

c. Licensing dossiers and procedures: These are to be carried out in accordance with the provisions of Articles 23 and 24 of Decree 52. 

d. Scope of operation: After completing the investment procedures and being licensed by the SBV, the enterprise can provide e-wallet services to all types of customers in Vietnam, using the Vietnamese Dong (VND). 

4. Conclusion

Vietnam’s current legal framework provides two distinct market access methods for foreign enterprises in the e-wallet service sector, each with different scopes and legal requirements. The indirect method offers a limited scope, whereas the direct method allows for full market access but requires investors to comply with strict regulations on establishing a legal entity, market access conditions, and operational conditions set by the State Bank of Vietnam. 

Full and accurate compliance with these complex legal regulations is mandatory. Therefore, foreign investors are advised to conduct detailed legal due diligence and to consult with legal experts before making an investment decision in this sector. 

Date Written: 20/08/2025

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