You are using an outdated browser and your browsing experience will not be optimal. Please update to the latest version of Microsoft Edge, Google Chrome or Mozilla Firefox. Install Microsoft Edge

April 15, 2026

Vietnam Tightens Competition Enforcement With Revised Sanctions Framework

Subscribe to Updates

On March 31, 2026, Vietnam’s government issued Decree 102/2026/ND-CP (Decree 102), which amends Decree 75/2019/ND-CP on administrative sanctions for competition law violations (Decree 75). Effective from May 20, 2026, the new decree introduces a number of significant changes aimed at strengthening enforcement, revising penalty structures, and broadening the range of remedial measures, primarily for violations related to economic concentration.

Revised Penalties for Economic Concentration Violations

Decree 102 significantly revises the penalties for violations related to economic concentration.

Failure to notify an economic concentration; implementing an economic concentration before clearance

Under the new framework, Articles 14 and 15 of Decree 75 have been amended to impose a range of monetary fines, rather than relying solely on percentage‑based penalties as under the previous regime, for violations involving the failure to notify an economic concentration or the implementation of an economic concentration prior to clearance.

The fines range from VND 500 million to VND 1 billion for each enterprise participating in a concentration with combined assets, revenues, or purchase value below VND 3,000 billion in the preceding fiscal year, capped at 5% of the violating enterprise’s total turnover in the relevant market.

For concentrations meeting or exceeding the VND 3,000 billion threshold across those same metrics, the fines increase to VND 1 billion to VND 2 billion per enterprise, also subject to the 5% cap. These differentiated thresholds allow penalties to better reflect the size of the transaction and its potential competitive impact.

Non-compliance with conditional approvals

Enterprises that do not implement or only partially implement the conditions specified in a conditional economic concentration approval decision face fines ranging from 1% to 3% of total turnover in the relevant market during the fiscal year preceding the violation.

Decree 102 also adds a new remedial measure requiring enterprises to fully implement all conditions specified in conditional economic concentration approval decisions under Article 41.1(b) of the Competition Law.

Implementing a prohibited concentration

Decree 102 raises the fines from the former range of 1% to 3% to 1% to 5% of relevant market turnover on enterprises that proceed with a concentration after the Vietnam Competition Commission (VCC) has prohibited it under Article 41.1(c) of the Competition Law.

In addition to monetary fines, implementing a prohibited concentration may trigger structural and behavioral remedies, including forced divestiture (sale of all or part of the acquired shares/assets or splitting up merged/combined entities), and imposition of state control over prices and other key contractual terms of the post‑transaction entity.

Fixed fine for low nexus transactions

In addition to the zero-turnover scenario already recognized under Decree 75, Decree 102 introduces a second case for fixed fines ranging from VND 100 million to VND 200 million. This fixed-fine approach applies where the enterprises participating in an economic concentration (i) do not operate in the same relevant market, (ii) do not operate at different stages of the same production, distribution, or supply chain for a specific product or service, and (iii) do not have business lines that constitute inputs to, or are complementary to, one another.

This approach ensures an appropriate deterrent effect while avoiding the mechanical application of turnover-based penalties in cases where there is little or no relevant market turnover, or where the competitive relationship between the parties is highly indirect.

Authority to Revoke Merger Notifications and Approvals

A significant procedural change empowers the VCC to revoke notifications of completeness, preliminary review results, or economic concentration decisions if it discovers that a filing party provided false, misleading, or incomplete information, concealed or destroyed relevant documents, or coerced others to provide false information. This revocation authority operates as both an enforcement tool and a deterrent, signaling that the VCC will not hesitate to unwind approvals tainted by dishonest submissions.

Additionally, the decree clarifies that authorities may now compel enterprises to provide complete and truthful information and documents as part of remediation efforts. These expanded measures give regulators greater leverage to ensure post-merger compliance with conditions designed to preserve market competition. Enterprises should ensure that all information provided during the notification and review process is accurate, complete, and verifiable.

Removal of Certain Supplementary Penalties

Decree 102 eliminates several supplementary penalties that previously applied to specific violations, including the penalty of revoking business registration certificates for enterprises formed through prohibited mergers or joint ventures. It also eliminates certain provisions that previously allowed for warning penalties or specific enforcement actions related to violations of other competition law provisions. These changes streamline the penalty framework and remove certain overlapping or redundant sanctions.

Digital Handling of Competition Sanctions

Article 33a adds an “electronic layer” to the competition enforcement framework. In substance it does not create any new types of infringements or new fine levels, but instead brings competition cases (including issuance and receipt of administrative sanctioning decisions) into compliance with the general regime on handling administrative violations in the electronic environment under Decree 118/2021 (as amended by Decrees 68/2025 and 190/2025).

For businesses, this paves the way for (i) interacting with the competition authority and receiving sanction decisions and procedural documents via electronic means with the same legal effect as paper service, which may shorten response and appeal timelines; and (ii) enhanced monitoring and enforcement of competition infringements committed online.

Companies should therefore ensure their internal processes cover how they receive, process and respond to competition authority communications electronically, not only in hard copy.

Related Professionals

Practices

Antitrust and Competition

Corporate/M&A

Location

RELATED INSIGHTS​ 

July 18, 2025
Vietnam’s electric vehicle (EV) industry is experiencing rapid growth, driven by a strong wave of new legislation, strategic plans, and government incentives. The government’s clear commitment to electrification is attracting foreign investment, supporting advanced production, and reducing reliance on internal combustion engine (ICE) imports. Recent national strategies, sector regulations, and technical standards demonstrate a rare level of regulatory momentum in Southeast Asia, positioning Vietnam as a competitive player in the global EV supply chain and an attractive market for foreign investors. An overview of legal developments for the EV sector in Vietnam is presented below. National Action Program for Green Transportation A key driver of Vietnam’s EV growth has been the National Action Program for Green Transportation through 2050 stipulated in Decision No. 876/QD-TTg of the prime minister dated July 22, 2022. The National Action Program sets a detailed roadmap for the green energy transition in road transport. For the period 2022–2030, the focus is on promoting the manufacturing, assembly, import, and conversion of road motor vehicles to electric power, expanding the use of 100% E5 gasoline for road vehicles, developing charging infrastructure to meet the needs of residents and businesses, and encouraging both new and existing bus stations and rest stops to meet green criteria. For the period 2031–2050, the roadmap aims to gradually restrict and ultimately cease by 2040 the manufacturing, assembly, and import of fossil fuel-powered cars, motorcycles, and mopeds for domestic use. By 2050, the goal is for 100% of road motor vehicles and construction vehicles participating in traffic to use electricity or green energy, for all bus stations and rest stops to meet green criteria, and for all machinery and equipment for loading and unloading to transition from fossil fuels to electricity or green energy. The program also calls for the completion of nationwide
Read More
July 10, 2025
For companies and individuals doing business in Vietnam, a common question is whether electronic signatures (e-signatures) are legally recognized under Vietnamese law. This matter is governed by Law No. 20/2023/QH15 on Electronic Transactions issued on June 22, 2023 (ETL 2023) and its guiding legal documents such as Decree No. 23/2025/ND-CP dated February 21, 2025, and Circular 06/2024/TT-BTTTT dated July 1, 2024 (Circular 06). Recognition of Validity of E-signatures in Vietnam As a general principle, the ETL 2023 confirms that an e-signature cannot be denied legal validity solely due to its electronic form. The law categorizes e-signatures into three types: Type 1: Specialized e-signatures for organizations Type 2: Public digital signatures for individuals and organizations Type 3: Specialized digital signatures for government agencies Among these types, only secure specialized e-signatures (a secure e-signature of type 1) and digital signatures (type 2) are explicitly granted the same legal validity as handwritten (wet) signatures. This distinction is particularly important in legal disputes and for transactions with government agencies. (For more details, please refer to our previous article.) Domestic e-signatures A domestic organization can choose to use secure specialized e-signatures (type 1) and/or digital signatures (type 2) while a Vietnam-based individual can choose digital signatures (type 2) for their transactions—particularly for those involving government agencies and transactions of high value and complexity which require stronger legal protection. Specialized e-signatures (type 1) can be created by the organizations themselves, and additionally must be “secure” to be explicitly recognized as having the same legal validity as handwritten signatures. For clarity, “secure” specialized e-signatures are those certified (granted a safety certificate) by the Ministry of Science and Technology (MST). (This was formerly the responsibility of the Ministry of Information and Communications, which was merged with MST under Vietnam’s 2025 administrative restructuring.) Digital signatures (type 2) are
Read More
July 9, 2025
On June 16, 2025, the National Assembly of Vietnam adopted Law No. 75/2025/QH15 amending and supplementing a number of articles of the 2012 Advertising Law, with an effective date of January 1, 2026. The amended Advertising Law was enacted to further refine the legal framework for advertising activities in the modern era. Online Advertising Under the amended Advertising Law, “online advertising” is defined to encompass not only advertising on electronic newspapers and electronic information pages (as provided under the 2012 Advertising Law) but also advertising on other electronic venues, including social media, online applications, and digital platforms with internet connection. The amended Advertising Law also imposes new requirements for online advertising, including: Identification signs: Advertisements must have clear identifiable signs in numbers, letters, symbols, images, or sounds to distinguish them from non-advertising content. Control features: For advertisements not in fixed areas, there must be easily recognizable features and icons that allow recipients to turn off the advertisement, notify the service provider of violating advertising content, and refuse to view inappropriate advertising content. Linked content: Content in the links embedded in advertisements must comply with the law. Advertising service providers and publishers must have measures to check and monitor the linked content. Advertising on social media: Organizations and enterprises providing social media services must offer users features to distinguish advertising content from other content. Signage for sponsored content: When advertising, users of social media services must use signs to differentiate advertising or sponsored content from other content they provide. In response to the above requirements for online advertising, the amended Advertising Law sets out obligations of advertisers, advertising service providers, advertising publishers, and advertising conveyors in relation to online advertising. Among these, it is notably the responsibility of individuals and organizations engaging in online advertising to prevent and remove violating
Read More
July 7, 2025
On June 20, 2025, Cambodia’s Ministry of Economy and Finance issued Instruction No. 19116 to clarify when board members and company directors must receive salaries and pay payroll taxes. Board members and company directors who are not considered employees are subject to a withholding tax. This category consists of people who complete services for a nonresident individual and people who perform independent work for a company in Cambodia. Board members and company directors who are considered employees, including those appointed by a foreign head office to temporarily manage a company in Cambodia, must pay payroll taxes on any salary they receive, regardless of whether they are paid by a local or foreign branch of the company. The above obligations apply regardless of whether the person has a work permit. Board members and company directors are exempt from paying payroll tax if they: Are not present and not performing a regular management role at the company despite being registered on the company’s statutes or patent tax card; Participate only in board meetings and occasional shareholder meetings; and Do not receive a salary from a company in Cambodia. Overall, this instruction provides an important clarification regarding the tax obligations of board members and company directors. Companies should pay attention to the classification of their board members and directors and be mindful of the exemption.   This article was written with the assistance of Tilleke & Gibbins interns Amelia Gemma Erickson and Amrin Keat.
Read More