The Draft Amendments to Decree No. 75/2019/NĐ-CP: Strengthening The Legal Framework for Administrative Sanctions in Competition Law

Issued on September 26, 2019, Decree No. 75/2019/ND-CP sets out administrative sanctions for violations of competition regulations, serving as a key instrument to enforce the 2018 Competition Law. After over five years of implementation, several shortcomings have emerged in sanctioning mechanisms, enforcement scope, and practical application. The Ministry of Industry and Trade has therefore drafted an amendment to Decree No. 75/2019/ND-CP, now open for public consultation. The draft introduces several notable amendments, including:
1. Penalties for Violations of Economic Concentration Procedures
According to Clause 3, Article 1 of the Draft Decree, the act of failing to notify an economic concentration is subject to the following specific penalties:
(1) A fine ranging from VND 2 billion to VND 4 billion shall be imposed on enterprises whose total assets or total turnover in the Vietnamese market amount to VND 3,000 billion or more in the fiscal year preceding the concentration, but not exceeding 5% of the enterprise’s total turnover in the relevant market.
(2) A fine ranging from VND 1 billion to VND 2 billion shall be imposed on enterprises with total assets or turnover below VND 3,000 billion, but not exceeding 5% of their total turnover in the relevant market.
The same penalty framework also applies to enterprises that carry out an economic concentration before obtaining the preliminary review results or the official appraisal decision from the National Competition Commission.
Compared to the previous Decree, the Draft introduces a shift from percentage-based fines to a quantified penalty range, which aims to:
• Simplify enforcement procedures and promote consistency in application by competition authorities;
• Reduce legal uncertainty for businesses through clearly defined penalty limits;
• Reflect a hybrid approach in line with international practices: adopting (i) a fixed penalty range that enhances predictability (as in Japan), while (ii) capping fines at 5% of turnover to ensure proportional deterrence within the region—lower than the 10% cap applied by the EU, and without imposing daily penalties as in the United States. This penalty design aligns with Vietnam’s policy objective of streamlining procedures while maintaining reasonable deterrence.

A positive aspect of the new regulation lies in its balanced approach between deterrence and practicality – the penalties remain sufficiently stringent to ensure compliance with the notification requirement, yet not so excessive as to hinder M&A activities, particularly in the context of Vietnam’s ongoing efforts to promote transparent and efficient economic concentration transactions.

2. Abolishment of the Supplementary Penalty of “Confiscation of Profits Gained from Violations”
The Draft Decree removes the supplementary penalty of “Confiscation of Profits Gained from Violations” for certain unfair competition practices, including:
• Misappropriation of trade secrets;
• Use of coercion and undue influence in business;
• Providing false or dishonest information about another enterprise.
In practice, the enforcement of Decree No. 75/2019/NĐ-CP has revealed that identifying and isolating illicit profits derived from such violations from legitimate business income is nearly impossible. Unfair competition acts typically do not generate a distinct monetary gain, but instead provide intangible advantages such as improved reputation, increased market share, or competitive leverage.
In international competition law, few jurisdictions adopt “disgorgement of profits” as a standalone administrative sanction. Instead, most countries impose monetary fines based on turnover or apply remedial measures to restore market fairness.
Accordingly, the abolition of the confiscation measure is both reasonable and consistent with enforcement realities, as it helps to:

• Enhance practical enforceability;
• Avoid overlap with monetary penalties as the principal sanction;
• Ensure uniform application of the law, preventing subjective or inconsistent interpretations by enforcement authorities.
3. Increased Penalties and Remedial Measures for Failure to Provide Complete Information
According to Point a, Clause 5, Article 1 of the Draft Decree, any act of providing incomplete or inaccurate information or documents to the competition authority shall be subject to a fine ranging from VND 20 million to VND 30 million. The provision applies to:
• Investigated parties;
• Related parties with relevant rights and obligations;

• Parties involved in or submitting economic concentration notifications;
• Parties seeking exemptions for prohibited anti-competitive agreements.
In addition, the Draft introduces a remedial measure requiring the violator to “provide complete and accurate information and documents”.
The increase in penalty levels is considered necessary given the growing number of complex competition cases, which demand truthful and sufficient information to enable accurate assessment of potential anti-competitive effects.
In practice, the act of providing false or misleading information is often intentional, aimed at concealing elements of potential violation. Therefore, a stronger sanctioning framework is essential to enhance deterrence. Moreover, the inclusion of a remedial obligation strengthens the effectiveness of investigations, ensuring that the National Competition Commission has sufficient legal and factual grounds to make objective and well-founded decisions.
4. Revision of Administrative Sanctioning Authority
The Draft Decree stipulates that the authority to impose administrative sanctions for other violations of competition law shall rest with the Chairman of the National Competition Commission and the Council for Settlement of Anti-competitive Cases. Accordingly, inspectors, persons assigned to perform specialized inspection tasks, and the Chief Inspector of the Ministry of Industry and Trade will no longer have sanctioning powers in this field.
This change aligns with the amended Law on Penalties for Administrative Violations and the restructured organizational model of the Ministry of Industry and Trade, under which the function of specialized competition inspection has been reassigned.
By centralizing sanctioning authority within the National Competition Commission, the Draft aims to enhance expertise and transparency in the investigation and decision-making process, while avoiding fragmentation of authority that could otherwise hinder effective enforcement.

Midland & Partners Assessment
According to Midland & Partners, the Draft Decree amending and supplementing Decree No. 75/2019/NĐ-CP represents a positive step forward in improving Vietnam’s administrative sanctioning framework in the field of competition, particularly in the context of deepening international economic integration and the implementation of new-generation free trade commitments.
The proposed amendments clearly reflect:
• A shift from administrative control toward a market-oriented regulatory approach;
• Enhanced transparency and professionalization of the National Competition Commission’s role;

• Reduced compliance burdens for enterprises, while maintaining adequate deterrence and legal effectiveness.

From a practical advisory perspective, Midland & Partners recommends that enterprises should:
1. Proactively review their M&A and economic linkage transactions to ensure full compliance with economic concentration notification requirements;
2. Establish internal competition compliance programs to effectively manage the risk of administrative violations in this field;
3. Monitor the issuance process of the amended Decree to promptly update and align internal procedures with forthcoming legal changes.
The refinement of Vietnam’s competition law framework not only serves as a tool to safeguard a fair and transparent business environment, but also provides a solid legal foundation for sustainable economic growth and the enhancement of national competitiveness.

By Thanh Ngan – Paralegal – Midland & Partners