LEGAL UPDATES | Decree 102/2026/ND-CP: Tightening Competition Sanctions, What Should M&A Businesses Note?

On March 31, 2026, the Government issued Decree 102/2026/ND-CP amending and supplementing a number of provisions of Decree 75/2019/ND-CP on sanctioning administrative violations in the field of competition. The Decree takes effect from May 20, 2026, with many notable changes related to economic concentration notification, sanctions for M&A transactions, and the responsibility to provide information to the competition authority.

Although it does not change the conditions for economic concentration under the Competition Law, Decree 102 significantly adjusts the sanctioning mechanism, aiming to increase transparency, improve enforcement effectiveness, and tighten businesses' compliance responsibilities in M&A transactions.

1. Major Changes in Sanction Levels for Failure to Notify Economic Concentration

Previously, businesses that failed to fulfill their obligation to notify economic concentration could be sanctioned from 1% to 5% of their revenue in the relevant market for the immediately preceding fiscal year. For businesses with large revenues, this fine could amount to hundreds of billions of VND.

According to Decree 102, the sanctioning mechanism is adjusted towards applying a fixed fine amount, while still ensuring the maximum limit as prescribed by law.

Specifically:

• Businesses with total assets, revenue, or purchase turnover in Vietnam under VND 3,000 billion may be fined from VND 500 million to VND 1 billion.
• Businesses with VND 3,000 billion or more may be fined from VND 1 billion to VND 2 billion.

Significance for Businesses

The shift from a percentage of revenue to a fixed fine range helps businesses better predict legal risks and creates consistency in handling violations. However, this does not reduce the responsibility to assess whether an M&A transaction is subject to notification before execution.

2. Clarifying How to Determine Revenue for Sanction Calculation

Another new point is that Decree 102 clarifies the principle of determining revenue in the relevant market when applying sanctions.

For businesses operating at different levels in the same supply chain or having input-output relationships, revenue will be calculated based on all relevant markets related to the violation, instead of only one single market as before.

In addition, the Decree also supplements the mechanism for handling cases where:

• revenue in the relevant market is zero; or
• the parties have no competitive relationship or supply chain relationship.

In these cases, businesses will be subject to a fixed fine range from VND 100 million to VND 200 million.

3. Enhanced Sanctions for Violations in M&A Transactions

In addition to the failure to notify economic concentration, Decree 102 also amends sanctions for many other acts such as:

• executing a transaction without the preliminary assessment results from the competition authority (gun-jumping);
• failing to implement or fully implement the conditions approved by the competition authority;
• executing prohibited economic concentration.

Notably, for cases of executing prohibited economic concentration, in addition to increasing the fine, state agencies may also apply structural remedies, including:

• forcing the separation of merged or consolidated enterprises;
• forcing divestment of contributed capital or transferred assets;
• forcing businesses to be subject to supervision of selling prices or transaction conditions in some cases.

This is a notable change, reflecting the trend of strengthening competition control not only through fines but also through direct intervention measures in transaction structures.

4. Businesses Must Bear Higher Responsibility for Notification Dossiers

Decree 102 increases the sanction level for acts of:

• failing to provide information as requested;
• providing false or misleading information;
• concealing or destroying documents related to a competition case.

In particular, the National Competition Commission has the right to revoke the confirmation of the economic concentration notification dossier if it discovers that the business provided untruthful information or concealed documents affecting the appraisal results.

This means that the quality of legal dossiers and the accuracy of data in M&A transactions will become more important than before.

5. Supplementing Electronic Fine Payment Methods

In line with the digital transformation trend, Decree 102 allows businesses to pay fines through:

• the National Public Service Portal;
• banks;
• electronic payment service providers.

The new regulation helps businesses fulfill their financial obligations more quickly and conveniently after a sanction decision is issued.

What Should Businesses Prepare?

For businesses planning mergers, acquisitions, or restructuring, Decree 102 requires them to be more proactive in compliance.

Businesses should:

• early assess whether the transaction is subject to economic concentration notification;
• prepare complete, accurate, and consistent notification dossiers;
• review internal processes to ensure that transactions are not implemented before fully meeting the requirements of competition law;
• retain all documents and data for the explanation process when requested by competent authorities.

OPLAW Insight

Decree 102/2026/ND-CP shows the trend of enhancing the effectiveness of competition law enforcement, especially in the context of increasingly vibrant M&A activities in Vietnam. Instead of merely increasing fines, regulatory bodies are given more tools to address transactions that risk affecting the competitive environment, including the application of structural remedies.

For businesses and investors, assessing the obligation to notify economic concentration, building complete dossiers, and controlling compliance right from the transaction preparation stage will help minimize legal risks, limit cost incurrence, and ensure the progress of M&A deals. 

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Frequently Asked Questions

What should readers know about Decree 102/2026/ND-CP: Tightening Competition Sanctions, What Should M&A Businesses Note??

Decree 102/2026/ND-CP amends and supplements a number of provisions of Decree 75/2019/ND-CP on sanctioning administrative violations in the field of competition, effective from May 20, 2026, with many notable changes related to economic concentration notification, sanctions for M&A transactions, and the responsibil

What should readers know about Decree 102/2026/ND-CP: Tightening Competition Sanctions, What Should M&A Businesses Note??

Decree 102/2026/ND-CP amends and supplements a number of provisions of Decree 75/2019/ND-CP on sanctioning administrative violations in the field of competition, effective from May 20, 2026, with many notable changes related to economic concentration notification, sanctions for M&A transactions, and the responsibil

What should readers know about Decree 102/2026/ND-CP: Tightening Competition Sanctions, What Should M&A Businesses Note??

Decree 102/2026/ND-CP amends and supplements a number of provisions of Decree 75/2019/ND-CP on sanctioning administrative violations in the field of competition, effective from May 20, 2026, with many notable changes related to economic concentration notification, sanctions for M&A transactions, and the responsibil

What should readers know about Decree 102/2026/ND-CP: Tightening Competition Sanctions, What Should M&A Businesses Note??

Decree 102/2026/ND-CP amends and supplements a number of provisions of Decree 75/2019/ND-CP on sanctioning administrative violations in the field of competition, effective from May 20, 2026, with many notable changes related to economic concentration notification, sanctions for M&A transactions, and the responsibil

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