Consolidated Document No. 28/VBHN-BCT: Decree on Administrative Penalties for Competition Law Violations (Consolidating Decree 75/2019/ND-CP and 102/2026/ND-CP)

Scope and Applicability

The Decree sets out penalty forms, fine levels, remedial measures, penalty authority, and enforcement of penalty decisions for administrative violations of competition law, covering: restrictive agreements; abuse of dominant or monopoly market position; economic concentration; unfair competition; and other competition law violations.

It applies to all businesses (including public-service and state-monopoly enterprises, public non-business units, and foreign-invested enterprises operating in Vietnam), industry associations operating in Vietnam, and related domestic and foreign agencies, organizations, and individuals.

Penalty Forms and Remedial Measures

• Primary penalties: warning or monetary fine.
• Supplementary penalties: revocation of licenses/practice certificates or suspension of operations for 6-12 months; confiscation of violating items and means; confiscation of profits gained from the violation; revocation of the business registration certificate.
• Remedial measures include multiple categories, such as: compelled public correction, removal of unlawful clauses from contracts, restructuring of an enterprise abusing a dominant or monopoly position, compelled divestiture or resale of capital contributions following a prohibited economic concentration, and compelled state price control. Decree 102/2026/ND-CP adds two new measures: compelling full and truthful disclosure of information and documents, and compelling full compliance with the conditions stated in an economic-concentration approval decision.

Maximum Fine Levels

• Restrictive agreements and abuse of dominant/monopoly position: up to 10% of relevant revenue in the fiscal year preceding the violation.
• Prohibited economic concentration: up to 5% of relevant revenue.
• Where relevant revenue is zero, or the parties are not on the same relevant market or supply chain: a fixed fine of VND 100-200 million.
• Unfair competition: up to VND 2 billion.
• Other violations under the Decree: up to VND 200 million.
• The maximum fine for individuals is half the maximum fine for organizations.
• Decree 102/2026/ND-CP adds a default rule: the specific fine is set at the midpoint of the applicable range; mitigating or aggravating circumstances then adjust it under separate rules (two or more mitigating circumstances apply the minimum of the range; two or more aggravating circumstances apply the maximum).

Mitigating and Aggravating Circumstances (Article 5)

• Mitigating: having prevented or reduced the harm, voluntary remediation or compensation; voluntary confession and cooperation with authorities; violation committed under duress; first-time violation.
• Aggravating: organized violation; repeat or multiple violations; exploiting war, natural disaster, or epidemic; continuing the violation after being ordered to stop; concealment; large-scale violation.

Specific Violation Categories (Chapter II)

1. Restrictive agreements (Articles 6-7): price fixing, allocation of customers or markets, output restriction, bid rigging, blocking other businesses from entering the market, restricting technical development... Fined 1-10% of relevant revenue where parties share the same relevant market, or 1-5% where parties operate at different stages of the same supply chain; plus confiscation of illicit profits.

2. Abuse of a dominant or monopoly position (Articles 8-9): predatory below-cost selling, unreasonable pricing, restricting production or distribution, discriminatory commercial terms, imposing unfavorable contract conditions. Fined 1-10% of relevant revenue, plus confiscation of illicit profits and compelled restructuring.

3. Prohibited economic concentration (Articles 10-15): mergers, consolidations, acquisitions, and joint ventures prohibited under Article 30 of the Competition Law - fined 1-5% of the parties' relevant revenue. Failure to notify an economic concentration above the asset/revenue thresholds: VND 500 million to 2 billion per enterprise depending on scale. Proceeding with an economic concentration before the National Competition Commission's preliminary review notice, or before it issues an official-review decision: fined at the same rate as failure to notify, VND 500 million to 2 billion depending on enterprise scale. Failing to fully comply with approved merger conditions: fined 1-3% of relevant revenue; the case under Point c, Clause 1, Article 41 of the Competition Law: fined 1-5% of relevant revenue.

4. Unfair competition (Articles 16-21):

• Trade secret infringement: VND 200-300 million.
• Coercing a competitor's customers or business partners: VND 100-300 million (doubled if the violation spans 2 or more provinces).
• Spreading false information about another business: VND 100-300 million (doubled if multi-province).
• Disrupting another business's operations: VND 50-150 million (doubled if multi-province).
• Unfair customer solicitation through misleading claims or unsubstantiated comparisons: VND 100-200 million (doubled if multi-province).
• Predatory below-cost selling to eliminate a competitor: VND 800 million to 1 billion (doubled if multi-province).

Takeaway for Businesses

Decree 102/2026/ND-CP, effective May 20, 2026, changes how specific fines are calculated (defaulting to the midpoint of the range), adds two new remedial measures, and repeals several supplementary penalty provisions no longer needed. Businesses, especially those with large market share or undertaking M&A or joint ventures, should review their economic-concentration notification obligations and cooperation or distribution agreements to avoid fines that can reach the equivalent of billions of dong.