Vietnam's Revised Competition Sanctions

Introduction : In 2026, Vietnam's competition enforcement framework is significantly restructured. Decree No. 102/2026/ND-CP ('Decree 102'), which took effect on 20 May 2026, amended Decree No. 75/2019/ND-CP on Administrative Sanctions for violation of competition laws, and Resolution No. 66.18/2026/NQ-CP ('Resolution 66.18'), which was effective from 1 July 2026, doubled several financial thresholds under the merger-notification provisions. The two instruments in combination reduce the number of transactions that need to be notified, and significantly raise the fine for any transaction that isn't caught, and fails to comply. The reform is part of a decade-long gradual build-up of Vietnam's capacity to conduct investigations by the Vietnam Competition Authority (now the Vietnam Competition and Consumer Authority (VCC) and, following the 2018 Law on Competition, the Vietnam Competition Council (now merged into VCC), with the issuance of a relatively small number of contested decisions in that period and the new set of amendments in 2023 marking an increased “assertiveness” in competition enforcement.

This shift alters the risk equation companies should consider when deciding to enter Vietnam, particularly as Indian firms are more likely to enter through distribution agreements and joint ventures as bilateral trade is projected to reach USD 16.4 billion by 2025, and USD 25 billion by 2030. A flat fine, based on a percentage of the total amount of turnover that is hard to foresee in advance, has been replaced by tiered fines, based on a firm measurement of the size of the company, which can also be triggered more easily by accident, especially for joint venture structures and standard-form distribution contracts brought in from other ASEAN jurisdictions without prior local antitrust review.

It explores the changes in the merger notification and gun jumping exposure regime provided for by the amended version of the Law on Competition 2018 ('Competition Law 2018'), the exposure regime for cartels and vertical restraints, the market-power test for abuse of dominance, and the enhanced risk of individual officer liability, arising from the amended Decree 75 and from Resolution 66.18. It concludes with a practical antitrust-risk-matrix for Indian companies who are involved in joint ventures and distributorships in Vietnam.

Legal Provisions

The governing statute is the Law on Competition 2018 (Law No. 23/2018/QH14), effective 1 July 2019, which replaced the earlier 2004 Competition Law and regulates four categories of conduct: competition-restricting agreements, abuse of dominant or monopoly position, economic concentration, and unfair competitive practices. The 2018 law introduced an effects-based 'substantial lessening of competition' test for economic concentrations, extending jurisdiction to offshore transactions with a nexus to the Vietnamese market and to conduct occurring outside Vietnam that has or is capable of having anti-competitive effects within it.

Administrative sanctions are set out in Decree 75/2019/ND-CP, as substantially amended by Decree 102/2026/ND-CP from 20 May 2026, which revises penalties for economic concentration violations, expands remedial measures, and introduces electronic handling of sanction decisions under Article 33a. Decree 102 also empowers the VCC to annul a completeness notification, preliminary review result, or economic-concentration decision where it later discovers the filing party supplied false or misleading information.

Merger-control thresholds are ordinarily fixed by Decree 35/2020/ND-CP, temporarily superseded from 1 July 2026 to 28 February 2027 by Resolution 66.18/2026/NQ-CP, which doubles the asset, turnover and transaction-value thresholds while leaving the 20% combined market-share threshold unchanged. Decree 35 separately retains distinct, lower thresholds for credit institutions, insurers and securities companies, which remain unaffected by the Resolution 66.18 liberalisation.

Criminal exposure for cartel conduct arises under Article 217 of the Penal Code 2015 (as amended), criminalising competition-restricting agreements causing damage of VND 1 billion or more, or illicit profit of VND 500 million or more, with up to five years' imprisonment for individuals and suspension or substantial fines for corporate entities. The administrative and criminal tracks are not mutually exclusive, and an administrative fine imposed by the VCC may not exceed the lowest applicable criminal monetary fine for the equivalent conduct.

Sector guidance relevant to distribution arrangements includes the 2019 Guidelines on Unfair Trade Practices between Wholesale and Retail Operators and Manufacturers or Suppliers, and proposed amendments — a draft Article 111 capping economic-concentration fines and a draft Article 94a five-year limitation period — under review, alongside overlapping obligations under the Law on Digital Transformation 2025 for designated dominant digital platforms.

Legal Analysis

The merger notification and gun jumping. Three of the four thresholds for notification has been doubled at Resolution 66.18, which is VND 3,000 billion – VND 6,000 billion (total in-market assets and turnover) and VND 1,000 billion – VND 2,000 billion (transaction value). The new financial thresholds remain unchanged and a transaction under 20% combined market-share is not presumed to be exempt. The previous fixed fine of 5% of the failure to notify turnover is replaced with a tiered fixed fine system, with the amount of the fine set at VND 500 million to VND 1 billion per enterprise, depending on whether the turnover is below the cap of VND 3,000 billion or above, with a cap of 5% of the turnover for each amount of the fine. Where the parties do not have a competitive link, a lower fixed fine of VND 100–200 million applies.

One area where it is difficult to avoid notification traps is with joint ventures. Where a joint venture is incorporated as a separate legal entity, it is considered an economic concentration for the purpose of the test, regardless of whether the combined entity is a greenfield entity with no operating history (a more expansive test than that used by the European Union: 'full-function' joint-venture). Indian companies planning to set up a Vietnamese JV under the assumption that a newly formed entity with no revenue is not subject to scrutiny have got it wrong.

Cartel exposure. The administrative penalties for any prohibited cartel (horizontal cartel) are 10% of the cartelist's total turnover and for any unlawful cartel (vertical cartel), 5% of the cartelist's total turnover, subject to a minimum of 1%. However, for supply-chain structures, resale-price maintenance, territorial market allocation and some exclusivity clauses in the standard distribution agreements can be considered as prohibited vertical agreements, even if the distributor is not directly competing with the supplier, as the Vietnamese law does not require a horizontal relationship for a restraint to be caught.

Analysis of market-power and abuse-of-dominance. Vietnam has a market-share-based presumption of dominance and a more liberal approach to a qualitative enquiry, and academic writing on 'abuse of economic dependence' also has suggested that a network of standard-form distribution contracts could present an actionable 'dominance' concern in the absence of a single dominant firm, because of the cumulative effect of individual terms. This applies to Vietnamese distribution channels being used by Indian manufacturers that use a handful of exclusive distributors rather than a particular share of sales.

Compliance with the law and director's accountability. Decree 102 does not establish new individual liability provisions, but existing law already allows for fines on individuals up to half the size of the company, with commentary on parallel 2026 reform proposals suggesting that there would be a new amendment that would explicitly impose officer liability on directors and compliance officers who participate in illegal concentrations, which would necessitate extending compliance sign-off to named directors at the Indian parent companies rather than limiting liability to the companies.

Consequences for termination and remedial consequences. Decree 102 not only broadens the remedial options for concentrations that are prohibited or otherwise non-compliant, but it also limits the most draconian of the earlier structural sanctions (the revocation of a business registration certificate) and introduces new intermediate-level sanctions for business combinations, such as the compulsory implementation of approval conditions and compulsory split-up or divestment, and the compulsory sale of contributed capital, as well as state supervision of post-transaction pricing.

Case Laws

Grab's Acquisition of Uber's Southeast Asia Operations remains the leading illustration of Vietnamese merger-control enforcement. Following a year-long investigation, the then Vietnam Competition and Consumer Authority concluded that Grab's 2018 acquisition of Uber's regional ride-hailing business was unlawful because the combined entity's post-deal market share reached 82.68% in Ho Chi Minh City and 44.1% in Hanoi without prior notification. The Competition Council ultimately declined to uphold the finding, ruling that the transaction did not meet the statutory definition of a notifiable acquisition, since Grab had not taken ownership of Uber's Vietnamese equity — Uber B.V. continued to operate the Uber app after the deal rather than transferring it to GrabTaxi and Grab was not fined — more lenient than Singapore and the Philippines, where regulators fined both parties. The ambiguity the Council relied on has since been substantially closed by the 2018 law's effects-based test and by Decree 102's clarification that notification applies regardless of the parties' competitive relationship.

Vinasun Corporation v Grab was a separate civil claim before the Ho Chi Minh City People's Court alleging that Grab's below-cost promotional pricing and rapid expansion constituted unfair competition causing quantified trading losses. The litigation shows a civil-exposure route independent of VCC enforcement, relevant wherever an Indian entrant pursues rapid market-share growth through a distributor network.

The Anh Duong Travel and Hotel Booking decision found that a Vietnamese travel intermediary abused a dominant position by entering exclusivity agreements with hotels restricting them from accepting specified source-market bookings through any other channel.  It shows Vietnamese authorities examine exclusivity clauses in ordinary commercial contracts, not only formal cartels, for abuse-of-dominance characteristics — directly relevant to exclusive-distributorship clauses used by Indian exporters.

Practical Implications

Standard-form contracts, designed for distribution in other ASEAN countries, may also include resale price maintenance or exclusivity clauses which have the potential of attracting vertical cartel scrutiny in Vietnam even if they would not in other markets; therefore, a contract template approved for Thailand or Indonesia does not necessarily work in Vietnam. The increased notification threshholds and stricter penalties for Indian businesses are no reduction in risk but a reallocation of risk – a smaller number of transactions will be required to be reported, but those that are reportable, or that are incorrectly thought exempt, will be subject to materially higher fines, based on the size of the business. However, bilateral trade is expected to reach USD 16.46 billion by 2025, increasing by 28% YoY in Q1 2026, and both governments aim to reach USD 25 billion by 2030, which will lead to an increase in the number of Indian joint ventures and distribution deals in the pharmaceutical, electric vehicle and consumer goods sectors.

When deciding on notification, the Indian partner to a joint venture must first evaluate it at the term-sheet stage as under the Vietnamese Law, even a non-operating greenfield JV could be considered as an economic concentration and deal timelines should include review periods of VCC as a standard closing condition. A live policy debate is on whether the liberalised thresholds a temporary measure until formal amendment of Decree 35 – should remain permanent, and whether the draft individual officer liability proposal will be adopted.

Conclusion

Vietnam's 2026 reforms are an improvement on the percentage-of-turnover sanctions approach because they will be more differentiated, based on the size of the enterprise, and involve increased thresholds for mergers. Market-entry risk is narrowing with a smaller number of transactions requiring notification but with a higher, more carefully calculated penalty for entering with a joint venture (the 20% threshold) or for breaching the cartel rules of a standard distribution clause (if such rules are put in place, which looks plausible with the amendments under review); and a genuine risk of liability for officers if the amendments are adopted, as the risk of such liability will be more precisely calculated, with a greater penalty for each.

Indian companies involved in distributing products or services through Joint Ventures in Vietnam should regard compliance with the requirements for antitrust screening as a term-sheet phase process: review templates used by distributors for resale-price maintenance and exclusivity concerns; review each Joint Venture as to whether it is subject to notification requirements, even if it does not have any operating history in Vietnam; and extend the compliance sign-off to named local directors prior to the promulgation of individual liability requirements currently being considered. These exposures are summarised in the risk matrix below for ease of reference.

Vietnam Antitrust-Risk Matrix for Indian Distributors and Joint Ventures

Author :- Raghav Goyal, in case of any query, contact us at Global Patent Filing or write back us via email at support@globalpatentfiling.com.

References (Endnotes) OSCOLA

1. Law on Competition 2018 (Vietnam) (Law No. 23/2018/QH14).
2. Decree No. 75/2019/ND-CP on Sanctioning of Administrative Violations in the Field of Competition (Vietnam), as amended by Decree No. 102/2026/ND-CP; 'Vietnam Tightens Competition Enforcement With Revised Sanctions Framework' (Tilleke & Gibbins, 15 April 2026) https://www.tilleke.com/insights/vietnam-tightens-competition-enforcement-with-revised-sanctions-framework/ accessed 26 August 2026.
3. Resolution No. 66.18/2026/NQ-CP (Vietnam); Jonathan Lin, Oh Hsiu-Hau, Tran Ngoc Hoang Phuong and Tran Thi Phuong Thao, 'Vietnam Reforms Merger Control: Higher Notification Thresholds and Tighter Sanctions' (Allen & Gledhill, 16 June 2026) https://www.allenandgledhill.com/perspectives/articles/33080/vnkh-vietnam-reforms-merger-control-higher-notification-thresholds-and-tighter-sanctions accessed 26 August 2026.
4. Penal Code 2015 (Vietnam), art 217 (as amended); Stephen Le, 'Cartels and Criminal Competition Law' (Le & Tran, Competition Law & Enforcement Insights, 22 September 2025) https://letranlaw.com/insights/cartels-and-criminal-competition-law/ accessed 26 August 2026.
5. Trade Competition and Consumer Authority, Guidelines on Unfair Trade Practices between Wholesale and Retail Operators and Manufacturers or Suppliers (Vietnam, 2019); International Center for Law & Economics, 'ICLE Comments on Amendments to Vietnam's Competition Law' (18 June 2026) https://laweconcenter.org/resources/icle-comments-on-amendments-to-vietnams-competition-law/ accessed 26 August 2026; Law on Digital Transformation 2025 (Vietnam) (Law No. 148/2025/QH15).
6. 'Vietnam: Keeping Up with Merger Control Reforms Proves Critical for Filing Parties' (Global Competition Review, The Asia-Pacific Antitrust Review 2024) https://globalcompetitionreview.com/review/the-asia-pacific-antitrust-review/2024/article/vietnam-keeping-merger-control-reforms-proves-critical-filing-parties accessed 26 August 2026.
7. 'First-Step Analysis: Cartel Regulation in Vietnam' (Lexology, 2 January 2020) https://www.lexology.com/library/detail.aspx?g=9336d4f6-e9f9-4e0d-8348-e0e57569e99d accessed 26 August 2026; 'At a Glance: Sanctions for Cartel Activity in Vietnam' (Lexology, 28 November 2020) https://www.lexology.com/library/detail.aspx?g=84db9964-0ca3-4dab-bfa3-65f79b0476c7 accessed 26 August 2026.
8. Mor Bakhoum, 'Abuse Without Dominance in Competition Law: Abuse of Economic Dependence and Its Interface with Abuse of Dominance' (Max Planck Institute for Innovation and Competition Research Paper No 15-15, 2019) https://papers.ssrn.com/sol3/papers.cfm?abstract_id=2703809 accessed 26 August 2026; Vijay Kumar Singh, 'Competition Law Dominant Position and Its Abuse: Meaning of Dominant Position' (e-Pathshala, Government of India, September 2014) https://ssrn.com/abstract=2973770 accessed 26 August 2026.
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12. Vinasun Corporation v Grab (Ho Chi Minh City People's Court, Vietnam) (unfair competition damages claim); 'Ho Chi Minh City People's Court Adjourns Vinasun v Grab Proceedings' (Vietnam+ (VietnamPlus)) https://en.vietnamplus.vn/grabs-acquisition-of-uber-scrutinised-post144665.vnp accessed 26 August 2026.
13. Vietnam Competition Authority, Decision on Anh Duong Travel and Hotel Booking Services Import & Export Co Ltd (Vietnam, 2018), summarised in 'Newsletter December 2018, Issue 3: Vietnam Competition Law Series — Abuse of Dominance' (Mayer Brown, 2018) https://www.mayerbrown.com/-/media/files/perspectives-events/publications/2018/12/vietnam-competition-law-series--issue-3-abuse-of-d/files/vietnamcompetitionlawseriesissue3pdf/fileattachment/vietnamcompetitionlawseriesissue3pdf.pdf accessed 26 August 2026.
14. 'Vietnam's Competition Law: Implications for M&A Transactions' (Vietnam Briefing, 1 March 2023) https://www.vietnam-briefing.com/news/vietnams-competition-law.html/ accessed 26 August 2026; 'Vietnam: Competition Law Fact Sheet' (Norton Rose Fulbright) https://www.nortonrosefulbright.com/en/knowledge/publications/dccbee52/competition-law-fact-sheet-vietnam accessed 26 August 2026.
15. 'Vietnam–India Partnership Upgrade Opens New Business Opportunities' (Vietnam Briefing, 7 May 2026) https://www.vietnam-briefing.com/news/vietnam-india-upgrade-ties-to-enhanced-comprehensive-strategic-partnership-highlights-for-businesses.html/ accessed 26 August 2026; 'Vietnam–India Trade Sets New Record at Nearly 16.5 Billion USD' (Vietnam+ (VietnamPlus), 14 January 2026) https://en.vietnamplus.vn/vietnam-india-trade-sets-new-record-at-nearly-165-billion-usd-post335918.vnp accessed 26 August 2026.