According to the latest Report on Economic Concentration Control issued by the Vietnam Competition Commission (“VCC”), Vietnam’s M&A market has recorded a clear recovery. The total transaction value increased from USD 2.5 billion in the first half of 2024 to USD 3.4 billion in the same period of 2025, while the number of transactions decreased from 133 to 91. This development indicates a shift from “many small deals” to “fewer but larger-scale transactions”, with the average deal value reaching approximately USD 49.2 million – more than double that of the same period last year.
Against the backdrop of a dynamic market and increasingly diverse forms of economic concentration, the new provisions under Decree No. 102/2026/ND-CP dated 31 March 2026 (“Decree 102/2026”), which amends and supplements several articles of Decree No. 75/2019/ND-CP on administrative sanctions in the field of competition (“Decree 75/2019”), demonstrate a clear trend: increasing sanction levels and tightening compliance obligations for economic concentration. Decree 102/2026 will take effect on 20 May 2026.
1. Failure to notify economic concentration
Under Decree 75/2019, failure to notify an economic concentration was subject to a fine ranging from 1% to 5% of the total turnover of each enterprise in the relevant market.[1]
Decree 102/2026 changes this approach by applying specific monetary fines based on the size of the enterprise, with a cap not exceeding 5% of the violating enterprise’s total turnover in the relevant market. Specifically, for enterprises with total assets, total sales turnover, and total purchase turnover in the Vietnamese market below VND 3,000 billion, fines range from VND 500 million to VND 1 billion. For enterprises with total assets, or total sales turnover, or total purchase turnover in the Vietnamese market of VND 3,000 billion or more, fines range from VND 1 billion to VND 2 billion.[2]
2. Implementation of economic concentration without approval
Under Decree 75/2019, enterprises that implement an economic concentration before obtaining the preliminary assessment result or, where an official assessment is required, before a final decision is issued by the VCC, may be subject to a fine ranging from 0.5% to 1% of the total turnover of each enterprise in the relevant market.[3]
Decree 102/2026 imposes penalties similar to those for failure to notify economic concentration, namely specific monetary fines based on the size of the enterprise, with a maximum cap of 5% of the enterprise’s total turnover in the relevant market.[4]
This provision reflects a stricter approach toward “gun-jumping” violations.
3. Implementation of prohibited economic concentration
Under Decree 75/2019, implementing a prohibited economic concentration was subject to a fine ranging from 1% to 3% of each enterprise’s total turnover in the relevant market.[5]
Decree 102/2026 increases the penalty range from 1% to 5% of the enterprise’s total turnover in the relevant market,[6]
thereby significantly strengthening deterrence against transactions that pose a risk of substantially restricting competition.
4. Violation of obligations to provide information and documents
Under Decree 75/2019, providing incomplete information was subject to a fine ranging from VND 10 million to VND 20 million, while failure to provide information, provision of false information, or destruction of documents was subject to a fine ranging from VND 20 million to VND 50 million.[7]
Decree 102/2026 increases the fines for providing incomplete information to between VND 20 million and VND 30 million, while maintaining the penalty range of VND 20 million to VND 50 million for more serious violations such as failure to provide information, provision of false information, or destruction of documents.[8]
5. Remedial Measures
Whereas Decree 75/2019 did not clearly regulate remedial measures for violations of economic concentration, Decree 102/2026 now provides specific remedial measures, including:
(i) Mandatory compliance with all conditions set out in the decision on economic concentration;
(ii) Mandatory division or separation of merged or consolidated enterprises;
(iii) Mandatory resale of part or all of the capital contributions, assets acquired by the enterprise;
(iv) Mandatory submission to supervision by competent state authorities over purchase prices, selling prices of goods or services, or other transactional conditions in contracts of the merging enterprise, the newly established enterprise after economic concentration, the acquiring enterprise, or the joint venture enterprise.[9]
6. Abolition of additional sanction for prohibited mergers or joint ventures
Under Decree 75/2019, in cases of prohibited mergers or joint ventures, enterprises could be subject to an additional sanction in the form of revocation of the enterprise registration certificate.[10]
Decree 102/2026 abolishes this additional sanction.[11] Instead, regulatory authorities will apply remedial measures (as provided under Decree 75/2019) that are economic and structural in nature, and more aligned with the practical realities of such transactions.
7. Handling of untruthful economic concentration notification
Decree 75/2019 did not contain specific provisions on the handling of untruthful economic concentration notification.
Decree 102/2026 grants the VCC the authority to revoke the notice of a valid dossier, the result of the preliminary assessment, or the decision on economic concentration if inaccuracies are discovered in the dossier, thereby significantly increasing legal risks for enterprises.[12]
In the context of an increasingly stringent legal framework, enterprises and investors must proactively understand their position and level of their influence in the market, identify economic concentration notification obligations at an early stage, and fully comply with all procedures prior to implementing transactions. Non-compliance may not only result in significant monetary fines but also lead to adjustments, reversal, or even invalidation of the transaction. Therefore, compliance with competition law should be regarded as an integral part of M&A strategy, rather than merely a legal formality at the final stage of a transaction.
*Note: Total assets/sales turnover/purchase turnover in the relevant market is calculated based on the financial year immediately preceding the year in which the violation is committed.
[1] Decree 75/2019 – Article 14
[2] Decree 102/2026 – Article 5
[3] Decree 75/2019 – Article 15.1
[4] Decree 102/2026 – Article 6.2
[5] Decree 75/2019 – Article 15.2
[6] Decree 102/2026 – Article 6.3
[7] Decree 75/2019 – Article 22
[8] Decree 102/2026 – Article 9
[9] Decree 102/2026 – Article 6.4
[10] Decree 75/2019 – Article 11.2 and Article 13.2
[11] Decree 102/2026 – Article 3 and Article 4
[12] Decree 102/2026 – Article 9.4
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