When businesses agree with competitors to fix prices, divide markets, or jointly squeeze a smaller rival out of the market — can this conduct lead to criminal prosecution in Vietnam, or is it only subject to administrative sanctions? The answer is: yes, but within a narrow scope. Only agreements restricting competition that meet statutory thresholds constitute the crime of violating competition regulations (Article 217 of the Penal Code). Unfair competition practices and standalone abuses of a dominant or monopoly position are generally subject only to administrative penalties.
Can competition law violations lead to criminal liability in Vietnam?
Under Article 217 of the Penal Code (amended by Clause 50, Article 1 of Law 12/2017/QH14; refer to consolidated document 135/VBHN-VPQH), an agreement restricting competition that causes damage to others of VND 1 billion to under VND 5 billion, or yields illicit gains of VND 500 million to under VND 3 billion, is punishable by a fine of VND 200 million to VND 1 billion, non-custodial reform for up to 02 years, or imprisonment from 03 months to 02 years.
Note: Law 86/2025/QH15 (amending the Penal Code, effective 01/7/2025) did not amend Article 217 — the offence remains as described above as of 14/10/2026.
The crime under Article 217 of the Penal Code: 3 groups of criminalised conduct
Clause 1 of Article 217 covers only three groups of agreement-based conduct:
- (a) Agreements preventing or restraining other enterprises from entering the market or developing their business;
- (b) Agreements excluding from the market enterprises that are not parties to the agreement;
- (c) Agreements restricting competition where the parties hold a combined market share of 30% or more on the relevant market, including: directly or indirectly fixing prices of goods or services; dividing consumer markets or sources of supply; restricting or controlling production, purchase or sale volumes; restricting technical or technological development or investment; imposing on other enterprises contractual conditions unrelated to the subject matter of the contract.
The 30% combined market share is a mandatory constituent element for group (c): below that threshold, the conduct cannot constitute the crime.
Thresholds and penalties
| Frame | Conditions | Penalties |
|---|---|---|
| Clause 1 | Damage of VND 1–under 5 billion, or illicit gains of VND 500 million–under 3 billion | Fine of VND 200 million–1 billion; non-custodial reform up to 02 years; or imprisonment 03 months–02 years |
| Clause 2 | Reoffending; sophisticated or deceitful tricks; abuse of dominant or monopoly position; illicit gains of VND 3 billion or more; damage of VND 5 billion or more | Fine of VND 1–3 billion or imprisonment 01–05 years |
| Clause 3 (additional) | — | Fine of VND 50–200 million; ban from holding positions, practising or doing certain jobs for 01–05 years |
Can a business (commercial legal entity) face criminal prosecution?
Yes. Under Clause 4 of Article 217 and Article 76 of the Penal Code (which lists Article 217 among offences for which commercial legal entities bear criminal liability), a commercial legal entity committing this crime faces:
- Clause 1 cases: a fine of VND 1–3 billion;
- Clause 2 cases: a fine of VND 3–5 billion or suspension of operations for 06 months to 02 years;
- Additional penalties: a fine of VND 100–500 million; ban from doing business, operating in certain sectors, or raising capital for 01–03 years.
When is it only an administrative violation?
Below the criminal thresholds, competition law violations are handled administratively under Article 110 of the Competition Law 2018 (a framework provision listing “criminal prosecution” as a possibility — the specific conditions are in Article 217 of the Penal Code; Article 110 is not a standalone offence) and Decree 75/2019/ND-CP on administrative sanctions in competition, as amended by Decree 102/2026/ND-CP (effective 20/5/2026) — from that date, consult the consolidated version issued by the Ministry of Industry and Trade, not the original text.
The maximum fine for agreements restricting competition and abuses of dominant or monopoly positions is 10% of total turnover on the relevant market in the fiscal year immediately preceding the year of violation.
Distinguishing: restrictive agreements vs unfair competition vs abuse of dominance
- Unfair competition practices (Article 45 of the Competition Law 2018: illicit customer solicitation, infringement of trade secrets, deceptive advertising, disrupting another enterprise’s business…): administrative sanctions only, not Article 217.
- Abuse of a dominant or monopoly position: standalone, it is administrative only; it becomes criminally relevant only as an aggravating circumstance (point c, Clause 2 of Article 217) of the restrictive-agreement offence.
- Agreements restricting competition meeting the market-share and monetary thresholds: may be criminally prosecuted under Article 217.
Numbering trap to avoid: do not confuse Article 217 with Article 217a — the offence of violating multi-level marketing regulations (a different article, added by Law 12/2017).
What should businesses do to prevent criminal risk?
- Review all agreements with competitors (including oral agreements and price-information exchanges through industry associations) against the 30% combined market-share threshold;
- Build a competition compliance programme: train sales teams and keep full records of contacts with competitors;
- When the parties’ combined share approaches 30% on the relevant market, seek legal counsel before signing any agreement involving coordination of prices, output, markets or trading conditions;
- Track the latest consolidated texts: Decree 75/2019/ND-CP as amended by Decree 102/2026/ND-CP from 20/5/2026.
Need a competition-risk review of your agreements? Contact FLAT Law Firm for advice.
The information above is for reference only and does not constitute legal advice.
For reference only, not legal advice. Content quality-checked by the AI Legal Council; not yet reviewed by a human lawyer.
