Enterprises face strict administrative penalties from new regulations in the field of competition

In the context of the strong development of the digital economy and increasingly complex mergers and acquisitions (M&A) deals, the legal framework on competition in Vietnam is clearly shifting in the direction of "tightening discipline". The two main groups of tools used are standardizing the procedures for controlling economic concentration according to the notification threshold and increasing the feasibility of the administrative sanctioning mechanism, especially for violations of procedures and obligations to provide information.

Previously, Decree 75 stipulated that the penalty ceiling by group of acts still maintained the structure of the ratio of revenue plus to the absolute level.

Decree 102/2026/ND-CP was issued on March 31, 2026 and takes effect from May 20, 2026 (Decree 102) amending and supplementing a number of articles of Decree 75/2019/ND-CP regulating the sanctioning of administrative violations in the field of competition (Decree 75), which will have the most direct and strongest impact on the level of fines as well as the calculation of fines in the field of competition in in the coming time.

New regulations – New fines

The "strictness" of the new regulation lies not only in the absolute amount of fines but also in three systemic changes: (1) significantly narrowing the "ambiguous" area when the relevant market or related revenue cannot be identified; (2) reduce the discretion of the enforcement agency when determining the specific fine level through formulaization according to aggravating circumstances/extenuating circumstances; (3) increasing procedural risks through the mechanism of canceling the notification of appraisal results or decisions on economic concentration if the dossier shows signs of fraud or dishonesty.

For businesses, especially those involved in M&A or operating in the digital market, the focus on compliance now lies in three aspects: the obligation to notify economic concentration according to thresholds[1], the management of evidence and the integrity of records, and the design of internal compliance programs to mitigate aggravating circumstances taking advantage of extenuating circumstances when being investigated.

Core changes of the new regulation

Previously, Decree 75 stipulated that the penalty ceiling by group of acts still maintained the structure of the ratio of revenue plus to the absolute level. Specifically, violating the agreement to restrict competition or abusing the dominant/monopoly position has a maximum fine of 10% of the total revenue in the relevant market; violations of economic concentration up to 5%; unfair competition up to 2 billion VND; other acts up to 200 million VND.

Decree 102 does not change this ceiling structure but strongly adjusts the amount of penalties in the frames, especially in the case of lack of relevant revenue/market data or when applying severe increase/decrease circumstances.

Firstly, the decree expands the case of applying a fixed fine of 100-200 million VND. Previously, it only applied when the total revenue in the relevant market was 0. Now the regulations are further extended to cases where enterprises participating in economic concentrations are not in the same market as the relevant market, do not follow the production/distribution/supply chain and do not have an input-auxiliary relationship. This thoroughly solves the practice of "difficult to determine the relevant market" in digital and multifaceted transactions – which used to be a loophole for some businesses to have technical debates to avoid penalties.

Secondly, the method of calculating the specific fine is "formulaized" according to the circumstances. The old decree took the frame average and adjusted it by no more than 15% for each circumstance, leaving a large margin of consideration. The new Decree applies a clear ladder:

• 01 extenuating circumstance: the fine level is between the minimum and average of the frame.
• From 02 extenuating circumstances: the minimum level of the framework shall be applied.
• 01 aggravating circumstance: between the average and maximum of the frame.
• From 02 aggravating circumstances: the maximum level of the frame shall be applied.
• There are both aggravation and mitigation: suppression according to the principle of 1-for-1.

Aggravating/extenuating circumstances have been listed quite specifically (organized violations, recidivism, proactive remediation, first-time violations, etc.). The clear regulation of the fine level makes it difficult for businesses to expect "soft negotiations" as before.

Third, sanctions on economic concentration and the obligation to provide information are tightened. The Decree supplements the rights of the National Competition Commission (NCC) to annul notices, preliminary appraisal results or decisions on economic concentration if fraud is detected to falsify the results. At the same time, strong remedial measures were added: forcible separation of merged enterprises, forced resale of contributed capital/assets, forced to control prices and transaction conditions.

Businesses can no longer take procedural obligations lightly or hope for a technical "gray area".

Comparison of "old – new" fines and practical significance

The specific changes are most evident in the following regulations:

Failure to announce economic concentration: Previously fined 1%–5% of related revenue. The amended Decree shifts to fines according to the scale: 500 million – 1 billion VND if the total assets/revenue/turnover purchased < 3,000 billion; 1-2 billion VND if ≥ 3,000 billion, but not exceeding 5% of related revenue. For small and medium-sized enterprises that are entangled in the threshold due to assets/transactions, the absolute penalty creates greater cash flow pressure.

Implementation of economic concentration when there are no preliminary appraisal results: The previous regulation imposed a fine of 0.5%-1% of revenue. A fixed fine of 500 million–2 billion VND will be imposed according to the threshold, with a ceiling of ≤ 5% of revenue. Therefore, carrying out M&A transactions before being officially approved becomes an extremely big risk in mergers and acquisitions that need to be closed quickly.

Implementation of economic concentration in prohibited cases:  Regulations amended separately, fined 1%–5% of revenue (increased ceiling from 3%). Accompanied by the risk of forced division/resale of assets.

Providing incomplete information: The old regulation imposed a fine of 10-20 million VND. The new regulation increases to 20–30 million VND. Fraud/concealment is still 20–50 million but with the right to cancel the entire appraisal decision can lead to legal risk of reversing the whole deal.

These changes not only increase deterrence, but also enhance practical enforcement, especially in digital market environments where determining relevant markets and revenues is often complex.

Businesses need to be proactive to comply well

To minimize risks, businesses need to immediately implement the following five recommendations:

First, establish a "centralized control window" in all M&A/investment transactions.  Enterprises need to make and carefully review the list of compliance thresholds according to Decree 35/2020/ND-CP. Asking the finance department for asset/revenue/acquisition data and transaction value is necessary to make the right decision.

Secondly, businesses need to manage the integrity of records such as transaction risks. The application of an effective synchronous coordination mechanism between legal departments, internal audit or independent consultants reviews dossiers before submission, avoiding the risk of cancellation of appraisal decisions from economic concentration supervisory agencies.

Third, develop an internal compliance program. The focus of enterprises on periodic training, pre-approval of sensitive agreements such as prices, market divisions, bidding,.. is an effective method to reduce sanctioned risks in the highly regulated competition sector.

Fourth, standardize evidence management and investigation responses. Businesses need to store emails/documents, apply a mechanism to prepare clear, appropriate and effective evidence when there are signs of investigation. In addition, the unification of information providers to coordinate with competent agencies is an important requirement to avoid heavy fines due to inadequate provision, or ineffective coordination with competent agencies in the process of investigating the case.

Decree 102 marks an important transformation of Vietnam's competition policy: from a "flexible legal framework" to a "clear and highly predictable enforcement mechanism". Businesses can no longer take procedural obligations lightly or hope for a technical "gray area". Proactively building a compliance culture not only helps to avoid the risk of heavy fines but also improves sustainable competitiveness in the market. In the context of deep integration, competitive compliance is becoming one of the factors determining the sustainable development of Vietnamese enterprises in the new period.