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April 15, 2026

Vietnam Tightens Competition Enforcement With Revised Sanctions Framework

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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.

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