In September 2019, the government of Vietnam issued Decree No. 75/2019/ND-CP on Administrative Sanctions in the Field of Competition (Decree 75) to address the urgent need for clear sanctioning mechanisms following the implementation of the new Law on Competition in July 2019. However, after five years of enforcement, various gaps and inconsistencies have been exposed that hinder its application. These shortcomings have reduced the deterrent effect of the sanctioning regime, and created legal uncertainty for market participants.

A recent case involving Duc Giang – Lao Cai Chemicals’ acquisition of another chemical company—one of the first cases of economic concentration violation to be sanctioned by the National Competition Commission (NCC) since the Law on Competition took effect—highlights the practical difficulties under Vietnam’s competition law enforcement regime.

In this case, although the transaction exceeded the statutory notification thresholds of economic concentration set out in the law, the parties failed to submit the required notification. This violation resulted in the NCC imposing aggregate fines of VND 1,423,982,880 (approximately USD 54,770) on the companies in September 2024. On appeal, Duc Giang – Lao Cai Chemicals argued that the chairman of the NCC was legally entitled to issue a warning as the key punishment instead of a monetary penalty. However, the chairman rejected the appeal, citing Article 14 of Decree 75, under which the specific penalty and level for “failure to notify economic concentration” is a fine, not a warning. While the chairman of the NCC is generally empowered to impose penalties, a warning cannot be applied if the specific regulation for a particular violation does not provide for it as a sanction.

This example shows the inadequacy and inconsistency of the regulations on penalties for violations of competition law, and underscores the need for an amendment of Decree 75 to resolve such conflicts and provide clearer guidance for enforcement.

Draft Decree Amending Decree 75

To address these and other systemic issues, the government has circulated a draft decree amending and supplementing Decree 75 (“Draft Decree”). The Draft Decree proposes amendments to 16 out of 36 articles of Decree 75. Its objectives are to clarify and revise fine levels, supplement remedial measures, differentiate penalties according to the nature and severity of violations, and eliminate certain outdated sanctions and authorities. At present, there is no official information regarding when the Draft Decree will be finalized and promulgated.

Highlights of the Draft Decree include:

Remedial Measures

While Decree 75 addresses remedial measures beyond primary and supplementary sanctions for competition law violations, it does not require full compliance with conditions imposed in decisions on conditional economic concentration (in which transactions are permitted only if certain conditions are met). Between 2023 and July 2025, approximately 10 such decisions have authorized economic concentration on a conditional basis, reflecting a notable increase in such transactions. This trend underscores the need for stricter compliance with the conditions set out in these decisions.

To address this gap, the Draft Decree introduces a new provision requiring enterprises to fully implement all conditions specified in conditional economic concentration decisions, in accordance with Article 41.1(b) of the Law on Competition.

Administrative Fines

The Draft Decree introduces several key changes and additions to the monetary penalties for administrative violations set out in Article 4 of Decree 75, to close legal loopholes, ensure that all violations are subject to appropriate penalties, and strengthen deterrence and fairness in the enforcement of competition law.

• Under Article 4.3 of the Draft Decree, fines are increased (ranging from VND 500 million to VND 1 billion, approximately USD 20,000 to USD 40,000) for cases where the violating enterprise has zero total revenue, such as in anti-competitive agreements, abuse of dominance, and economic concentration. The scope of application is also expanded to cover enterprises involved in economic concentration that are not in the same relevant market, do not operate at different stages of the same supply chain, and do not have business lines that are inputs or complementary to each other. Introducing a fixed penalty where a revenue-based fine could not previously be applied due to zero or indeterminable revenue ensures that all violations are penalized, preventing businesses from exploiting the absence of revenue to evade sanctions.
• Article 4.4 of the Draft Decree clarifies the methodology for calculating the total relevant market revenue of enterprises participating in economic concentration in a specific case. When the violating businesses operate at different stages within the same production, distribution, or supply chain, or have interrelated or supporting industries, the total revenue used to calculate the penalty will be the combined revenue from all markets related to the violation, not just limited to a specific market. This addresses potential misunderstandings in determining the relevant market and total revenue within that market.
• Article 4.8 of the Draft Decree further specifies how fines should be determined in cases with aggravating or mitigating circumstances, establishing the average prescribed fine as the benchmark for administrative violations in the field of competition.

Fines for Failure to Notify Economic Concentration

Article 14 of Decree 75 imposes a fine for failure to notify economic concentration ranging from 1% to 5% of the total turnover of each enterprise involved in an economic concentration, based on revenue from the relevant market in the financial year preceding the violation. The Draft Decree revises this article to establish clear, fixed (not turnover-based) penalties ranging from VND 1 billion to VND 4 billion (approximately USD 40,000 to USD 160,000), but capped at 5% of total revenue.

This change simplifies enforcement and reduces ambiguity. At the same time, maintaining the cap at 5% of total revenue ensures proportionality, while still acting as a sufficient deterrent.

Other Violations of Economic Concentration

Article 15 of the Draft Decree, which addresses violations of laws on economic concentration, has also been updated from a percentage-based fine to fixed fine brackets corresponding to the seriousness of the violations. Specifically, Clause 1 sets out a fixed penalty range from VND 2 billion to VND 4 billion (approximately USD 80,000 to USD 160,000).

Additional new clauses introduce specific remedial measures and supplementary sanctions tailored to the nature and gravity of the violations, such as higher fines, ranging from 1% to 5% of total relevant market revenue, for serious breaches involving prohibited economic concentration activities.

Violations in Providing Information and Documents

Article 22 has been amended to raise fines for violations related to the provision of information and documents, and to broaden the range of liable parties. Accordingly, fines may now be imposed not only on parties currently regulated (e.g., investigated parties, individuals with rights and obligations related to competition cases), but also on parties involved in economic concentration, those submitting notification dossiers, and those requesting exemptions for prohibited anti-competitive agreements.

Additionally, the Draft Decree clarifies the scope of remedial measures, and introduces sanctions applicable in cases where violations affect the review and assessment of dossiers.

Sanctioning Authority for Other Violations

The amendment to Article 28 of Decree 75, which governs the authority to impose administrative sanctions against other violations of competition law, reflects a more comprehensive and assertive approach to enforcement. The sanctioning authority of the Chief Inspector of the Ministry of Industry and Trade and inspectors is abolished, because the ministry no longer organizes inspections and no longer performs specialized inspection functions in the field of competition. The sanctioning authorities of the chairman of the NCC and the Council for handling competition restriction cases (Hội đồng xử lý vụ việc cạnh tranh) are integrated and clarified.

The types of acts covered are expanded, and the maximum fines for other violations of competition law are increased for individuals (up to VND 100 million, approximately USD 4,000) and organizations (up to VND 200 million, approximately USD 8,000);

Application of Law on Handling of Administrative Violations

The Draft Decree amends Article 29 of Decree 75, which regulates procedures for imposing administrative sanctions for competition violations, to provide specific guidance in cases where the Law on Competition and the Law on Handling of Administrative Violations contain different provisions on the same issue. In such cases, the amendment prioritizes the application of the Law on Competition. If the Law on Competition does not contain specific provisions, then the Law on Handling of Administrative Violations will apply.