M&A activities in Vietnam have been vibrant, with the number of economic concentration notification dossiers submitted to the Vietnam Competition Commission (“VCC”) steadily increasing over the years: from 63 dossiers in 2020, to 130 dossiers in 2021, and to 197 dossiers in 2024. This trend reflects the consistent growth of the national economy, while also indicating the increasing attention and compliance of foreign and domestic enterprises with Vietnam’s competition regulations.1
In September 2019, the Government of Vietnam issued Decree No. 75/2019/ND-CP on administrative penalties for competition violations (“Decree 75”). After five years of implementation, the Government has identified a number of issues which it seeks to address in the draft decree amending Decree 75 (“Draft Amending Decree”) released on 29 July 2025 for public consultation by the Ministry of Industry and Trade (“MOIT”).2
The MOIT has been collecting and addressing feedback on the Draft Amending Decree since its initial release culminating with the most recent revision issued on 12 September 2025. We understand that the Draft Amending Decree is expected to be submitted to the Government for consideration in November 2025.
Key highlights of the Draft Amending Decree include the following:
1. New remedial measure for violations related to conditional economic concentrations
Decree 75 does not fully address enterprises’ obligation to comply with a decision issued imposing conditions on an economic concentration. Under the existing legal framework, failure to fully implement the conditions set out in a conditional economic concentration decision only results in administrative fines which does not fully address potential market distortions caused by the lack of compliance.
The Draft Amending Decree introduces a remedial measure explicitly requiring enterprises to fully comply with conditions under conditional economic concentration decisions.
2. Increased capped fines for administrative violations related to economic concentrations
The Draft Amending Decree raises the administrative fine for competition violations committed by enterprises with zero (0) revenue in the relevant market during the preceding fiscal year from VND 100,000,000 – VND 200,000,000 (approx. USD 3,846 – USD 7,692) to VND 400,000,000 – VND 600,000,000 (approx. USD 15,385 – USD 23,077).
The increased fine cap is additionally applied to violating enterprises engaging in economic concentrations (i) not being within the same relevant market; (ii) do not operate at different stages in the same production, distribution, or supply chain for a specific type of goods or services; and (iii) do not have business lines that are input or supplementary to each other.
3. Amendments to fines imposed on violations of failure to notify an economic concentration and other economic concentration violations
3.1 Violations of (i) failure to notify an economic concentration and (ii) implementation of an economic concentration prior to preliminary appraisal/issuance of clearance decision
Under the Draft Amending Decree, failure to notify an economic concentration will subject enterprises to a fixed fine, replacing the current percentage-of-revenue penalty mechanism under Decree 75. Specifically, violating enterprises will be subject to an administrative fine of (i) from VND 500,000,000 to VND 1,000,000,000 (approximately from USD 19,231 to USD 38,462) for enterprises with less than VND 3 trillion in assets, revenues or purchase turnover in Vietnam in the preceding fiscal year or (ii) from VND 1,000,000,000 to VND 2,000,000,000 (approximately from USD 38,462 to USD 76,923) for enterprises with at least VND 3 trillion in assets, revenues or purchase turnover in Vietnam in the preceding fiscal year. In either case, the fixed penalty is capped at 5% of the relevant enterprise’s total revenue in the relevant market during the preceding fiscal year.
The same rule is proposed for implementing an economic concentration prior to the preliminary appraisal result or before the issuance of the clearance decision.
3.2 Violations of (i) failure to implement/incomplete implementation of conditions set out in the decision on conditional economic concentration or (ii) implementing a prohibited economic concentration
In contrast to cases applying the fixed-fine mechanism, violations involving failure to fully implement conditions specified in a conditional economic concentration decision, or implementation of a prohibited economic concentration, remain subject to the percentage-of-revenue penalty mechanism under the Draft Amending Decree. Accordingly, proposed fines for such violations will range from 1% to 5% of the total revenue of the violating enterprise in the relevant market during the preceding fiscal year.
4. Increased fines for violations related to information and documents provisions
The Draft Amending Decree contemplates higher fines and more detailed remedial measures for these violations and imposes liability on a broader range of parties (e.g., parties involved in economic concentration, individuals/parties submitting notification dossiers, and those requesting exemptions for prohibited anti-competitive agreements, etc.).
First-ever published fine for failure to file a merger notification issued by the VCC
The proposed amendments to the penalty decree underscore a more rigorous focus on competition enforcement which is further illustrated by the first-ever published fine for failure to file a merger notification in Vietnam: an administrative penalty imposed on Duc Giang Lao Cai Chemicals One Member Limited Liability Company (“Duc Giang”) and Phosphorus 6 One Member Limited Liability Company (“Phot Pho 6”).3
In 2024, Duc Giang was fined VND 1,323,982,880 (approximately USD 50,000), while Phot Pho 6 received a fine of VND 100,000,000 (approximately USD 3,800). The sanction stemmed from Duc Giang’s acquisition of 100% interest in Phot Pho 6 without notifying the VCC, as legally required under Article 44.1 of the Law on Competition.
Duc Giang appealed the decision arguing that a warning should have been issued instead of the penalty, but the appeal was rejected as the only penalty available under Decree 75 was the fine. To date, we are not aware of any public information regarding the relevant market determination, the methodology used to calculate the fines imposed on the purchaser and the target or why the seller was not also penalized in this case.
Together, this first imposed penalty and the focus on amending the penalty structure under Decree 75 demonstrate the VCC’s increasing monitoring and enforcement efforts which parties to M&A transactions should carefully consider in their regulatory and risk assessments relating to economic concentrations under Vietnam’s merger regime.
The information provided here is for information purposes only and is not intended to constitute legal advice. Legal advice should be obtained from qualified legal counsel for all specific situations.
- https://vcc.gov.vn/default.aspx?page=news&do=detail&category_id=e0904ba0-4694-4595-9f66-dc2df621842a&id=a0a20963-d194-47f1-8366-277436ed7aaa. Note: This article is available in Vietnamese only. ↩︎
- https://vcc.gov.vn/default.aspx?page=news&do=detail&category_id=e0904ba0-4694-4595-9f66-dc2df621842a&id=4f6a3cf5-7904-4b6f-8006-6bc17ccfda61. Note: This article is available in Vietnamese only. ↩︎
- Page 17, 2024 Annual Report, issued by the VCC of the MOIT. Available at: https://en.vcc.gov.vn/?page=document&category_id=4e53a6f8-2c47-4fe0-8625-97169914b781¤t_id=7a6db5ba-88dd-4f41-8f46-9ba54b5b05dc# ↩︎
