VCI Legal – 26 May 2026

As mergers and acquisitions activities in Vietnam become increasingly dynamic, the competition law framework is also amended to both strengthen oversight and reduce the compliance burden for businesses. Especially, in 2026, the Government has issued two important documents related to economic concentration activities in particular and the field of competition in general: 

• Decree No. 102/2026/ND-CP (“Decree 102”) dated March 31, 2026 amending and supplementing a number of articles of Decree No. 75/2019/ND-CP (“Decree 75”) on sanctioning administrative violations in the field of competition. Decree 102 will take effect from May 20, 2026. 

• Resolution No. 66.18/2026/NQ-CP dated May 18, 2026 on decentralization, reduction and simplification of administrative procedures and business conditions in 11 fields (“Resolution 66.18”). Resolution 66.18 will be effective from July 1, 2026 to February 28, 2027. 

Key takeaways: 

Enterprises may be subject to fines corresponding to the following violations related to economic concentration: 

• Violation of failing to notify economic concentration: a fine of 500 million – 2 billion VND, up to 5% of revenue; 

• Threshold for notification of economic concentration: assets/revenue from VND 6,000 billion or transaction value from VND 2,000 billion, or market share from 20%; 

• Other violations related to economic concentration: a fine of 1-5% of revenue, accompanied by remedial measures (separation, divestment, supervision); 

• Violation of the obligation to provide information: a fine of 20–50 million VND, and annulment of the merger and acquisition dossier; 

•  Violations for less related transactions: a fixed fine of 100–200 million VND. 

I. New regulations in Decree 102 

1. Penalties for failing to notify economic concentration 

Decree 102 has introduced a fixed fine but is still limited to a maximum of 5% of the total revenue of enterprises in the relevant market in the preceding fiscal year for the act of failing to notify economic concentration instead of applying a fine based entirely on the revenue rate as in Decree 75, accordingly1:  

• A fine of between VND 500 million and VND 1 billion shall be applied to enterprises with total assets or revenue of less than VND 3,000 billion; 

• A fine of between VND 1 billion and VND 2 billion shall be applied to enterprises with total assets or revenue of VND 3,000 billion or more.  

The application of penalties based entirely on revenue of Decree 75 makes large enterprises bear huge fines and face difficulties in enforcement. Therefore, Decree 102 overcomes by applying a fixed fine framework according to the size of the enterprise but still keeping a maximum limit of 5% of revenue to help businesses actively control legal risks in mergers and acquisitions. 

2. Penalties for other violations related to economic concentration 

Decree 102 has changed the fine level and supplemented sanctions for violations related to economic concentration as follows:  

• Gun-jumping2: Apply a penalty similar to the act of failing to notify economic concentration mentioned above;3  

• Economic concentration but failing to comply with or insufficiently complying with the conditions in the decision on economic concentration: maintaining the fine level of 1-3% of total revenue and supplementing remedial measures to force enterprises to fully comply with the set conditions.4 

• Economic concentration in prohibited cases5: the  penalty level is raised to a fine of 1-5% of total revenue and additional remedial measures such as (i) forced separation of the merged/consolidated enterprise or (ii) forced divestment of part or all of the purchased capital/assets,  or (iii) forcing the enterprise to be subject to the supervision of the competent authority on prices and trading conditions6. 

The increase in fines in Decree 102 causes businesses to face violation costs that can reach billions of VND. More dangerously, if forced to split or divest, businesses not only lose the investment they have spent, but may also have to sell assets or shares at low prices, leading to direct losses and long-term effects on business strategies. 

3. Penalties for violations of the obligation to provide information 

According to Decree 102, the penalty for providing incomplete information during the competition investigation is from 20 million VND to 30 million VND, and can be up to 50 million VND in case the enterprise fails to provide, falsely provides, or conceals, destroy related documents. At the same time, the National Competition Commission has the right to annul notices and decisions on economic concentration if it detects that the information provided by enterprises falsifies the results of preliminary appraisal and decisions on economic concentration.7  

This regulation request the businesses to be more cautious, because violations not only lead to fines, but businesses also face the risk of invalidating merger and acquisition documents, leading to stalled or canceled deals, causing great damage to transaction costs and reputation in the market. 

4. Fixed penalty for less relevant transactions 

Decree 102 supplements the application of a fixed fine of 100-200 million VND in case of economic concentration8: 

• Not doing business on the same relevant market; 

• Not doing business at different stages in the same chain of production, distribution and supply for a certain type of goods or services; 

• There are no input or complementary industries. 

5. Abolishing some additional penalties 

Decree 102 has eliminated additional penalties such as revocation of licenses or suspension of operations for a definite period of time for enterprises that disrupt the business activities of other enterprises and engage in unlawful solicitation of customers9.  

In August 2025, the National Competition Commission sanctioned 4 large enterprises for unlawful solicitation of customers and showed that this is a popular kind of violation of businesses in practice10. The change in Decree 102 has created conditions for businesses to maintain stable operations and limit the application of additional measures that can paralyze the entire system. 

II. New regulations in Decree 35 

According to Decree 35/2020/ND-CP detailing a number of articles of the Competition Law (“Decree 35”), enterprises that intend to participate in economic concentrations are obliged to notify the National Competition Commission when the enterprise or group of associates reaches certain financial thresholds or market share11. Resolution 66.18 has doubled the financial thresholds, while the market share threshold has remained the same. Accordingly, enterprises shall make notices in the following cases12: 

• Total assets in the Vietnamese market of VND 6,000 billion or more in the preceding fiscal year; 

• Total sales or purchase revenue in the Vietnamese market of VND 6,000 billion or more in the preceding fiscal year; 

• Transaction value of VND 2,000 billion or more; 

• Combined market share of 20% or more in the relevant market in the preceding financial year 

It should be noted that these changes do not apply to credit institutions, insurance enterprises and securities companies. These enterprises are still subject to their own threshold in Decree 35. 

III. Solutions and Actions 

As there are many important changes in competition law, enterprises need to prepare carefully to avoid legal risks and unexpected costs. The Competition & M&A team at VCI Legal is implementing the following specialized support packages: 

• Legal advice on the threshold for notification of economic concentration: Review of assets, revenue, transaction value and market share to determine notification obligations; 

• Support for handling violations and risk prevention: Assess the risk of breaches, develop compliance plans; 

• Prepare and review M&A documents: Ensure to provide complete, accurate information; 

• Less Relevant Trading Advice: Identifying and handling cases that may result in fixed penalties; 

• Comprehensive legal solutions for M&A: Accompanying from preparation, notification, appraisal to dispute resolution, ensuring that the deal takes place safely and effectively. 

Contact us today for advice on the M&A process and receive timely solutions. 

About VCI Legal:

VCI Legal is an award-winning business law firm in Vietnam with a wide range of legal and corporate services, among other things, corporate, banking & finance, tax, labor & HR, real estate and dispute resolution with special focus on international investment disputes, We also offer our specialized type of service called “In-House Counsel Service” with the aim of assisting our clients in dealing with all types of internal and external issues arising from their day-to-day operations and business activities. With our offices in both Hanoi and Ho Chi Minh City, we have a tremendous depth of experience in providing well-reasoned and comprehensive legal advice to not only multinationals and Fortune 500 companies, but also small and medium enterprises.

Our professional team comprises one of the leading law firms in Vietnam with service quality highly recommended and acknowledged by international legal service reviewers such as: The Legal 500, AsiaLaw Profiles, IFLR, KPMG’s Tax Directors’ Handbook, Acquisition International, ACQ Global, Global Law Experts, Finance Monthly, and Chambers & Partners.

For many years, VCI Legal has been ranked among the top law firms in Vietnam for corporate, finance, insurance, taxation, employment, intellectual property and investment. With a “Can Do Attitude” combined with a “Know How” capacity, our firm is big enough to provide comprehensive legal support for any in-house legal matters, yet small enough to care about each of our clients. We undertake each engagement with the mindset of a long-term relationship, with the will to give whatever it takes to understand and fulfill your needs.

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