The Government officially issued Decree 102/2026/NĐ-CP (Decree 102/2026), which introduces critical amendments and supplements to Decree 75/2019/NĐ-CP (Decree 75/2019) regarding administrative penalties for violations in the competition sector. Effective from 20 May 2026, Decree 102/2026 provides clearer enforcement guidelines and adjusts penalty frameworks, particularly for economic concentrations.

Below is a summary of the key changes introduced by Decree 102 that will directly affect M&A transactions subject to merger control (economic concentration notification) requirements in Vietnam.

1) New range of monetary fines for merger control violations

One of the most notable changes in Decree 102/2026 is the shift toward clear monetary fine range for failing to notify an economic concentration to Vietnam Competition Commission (VCC) or implementing the transaction before obtaining clearance. This change of Decree 102/2026 replaces the previous method under Decree 75/2019, which relied solely on percentage-based revenue models. Specifically, the new penalty structure is as follows:

· A fine ranging from VND 500,000,000 to VND 1,000,000,000 will be imposed on each enterprise participating in the transaction if its total assets, total sales turnover, or total purchase turnover on the Vietnam market is less than VND 3,000 billion in the fiscal year preceding the year of violation.

· The fine increases to a range between VND 1,000,000,000 and VND 2,000,000,000 imposed on each participating enterprise if any of the above metrics reach or exceed VND 3,000 billion.

· In both cases above, the final fine remains capped at a maximum of 5% of the violating enterprise's total turnover in the relevant market in the fiscal year preceding the year of violation.

· The fine will reduces to a range from VND 100,000,000 to VND 200,000,000 if the violating enterprise’s total revenue on the relevant market in the preceding fiscal year is determined to be 0 (zero), or if the participating enterprises do not operate in the same relevant market, do not operate at different stages of the same production, distribution, and supply chain, and do not have business lines that serve as inputs or support for one another.

2) Increased monetary fine and strict remedial measures for prohibited economic concentrations

Enterprises that implement prohibited economic concentration in violation of a decision issued by the VCC will face a significantly higher fine, ranging from 1% to 5% of total turnover in the relevant market in the fiscal year preceding the year of violation, instead of 3% as previously prescribed in Decree 75/2019).

Crucially, Decree 102/2026 introduces a strict remedial measure for this violation. VCC may compel the violating entities to implement the division or separation of the merged or consolidated enterprises, or resale of a part or the entirety of the contributed capital or assets that the enterprise purchased; or the violating enterprise will be subject to the control of competent state authorities regarding the purchase prices and selling prices of goods and services or other transaction conditions in the contracts of the acquiring enterprise, the newly formed enterprise after the economic concentration, the purchasing enterprise, or the joint-venture enterprise.

3) Removal of certain additional sanctions imposed on prohibited transactions

Decree 102/2026 removes several severe additional sanctions previously available under Decree 75/2019. These sanctions used to apply to economic concentrations (such as consolidations or joint ventures) that were prohibited because they caused, or were likely to cause, substantial anti-competitive effects on the Vietnamese market. For example, Decree 102/2026 removes the additional sanction of revoking the business registration certificate issued to the consolidated or joint-venture entity; and removes remedial measures allowing the VCC to control the purchase prices and selling prices of goods and services or other transaction conditions in the contracts of the violating enterprise.

This post is written by Le Minh Thuy.

Vietnam Business Law