Short answer: Operating a conditional business line without the required sub-license is fined VND 10–15 million for individuals and VND 20–30 million for organizations (Decree 98/2020/ND-CP), plus disgorgement of illegal gains — and sector-specific sanction decrees often impose higher fines. The correct 24–72 hour response: immediately stop the conditional activity, check the current conditional list, file for the sub-license, and comply with the sanction decision. Pay special attention to the two milestones: 1/7/2026 and 1/1/2027 before applying for any sub-license.
1. What are “conditional business lines” — which list applies now?
Conditional business lines are those subject to extra requirements for national defense, security, public order and safety, social ethics or public health reasons. The list sits in Appendix IV of the Investment Law 2025 (No. 143/2025/QH15).
- 1/7/2026 milestone: under Article 51 of Law 143/2025, Article 7 and the Appendix IV conditional list took effect on 1/7/2026 (the Law itself effective 1/3/2026; Law 61/2020 expired 1/3/2026, except old Article 7 + Appendix IV which expired 1/7/2026). This is the list in force at the time of writing (14/10/2026).
- 1/1/2027 milestone: Law No. 24/2026/QH16 (amending the Investment Law, issued 24/8/2026) removes 62 lines from the conditional list (137 remain; 14 amended/standardized). The Law general effective date is 1/3/2027, but the replacement of Appendix IV and the transitional provisions take effect from 1/1/2027 — this article does not state 1/3/2027 for everything.
Practical advice: check the list twice — against the current Appendix IV (effective 1/7/2026) and the new Appendix IV (from 1/1/2027) — to avoid applying for a sub-license for a line about to be de-listed. Note: removal from the Investment Law list does not erase sectoral management (safety, environment, fire prevention, technical standards may still apply). The detailed list of removed lines requires checking the Appendix of Law 24/2026 directly — this article does not enumerate them.
2. Fines for operating without a sub-license
Decree 98/2020/ND-CP (amended by Decree 17/2022/ND-CP), Article 6.3:
- VND 10–15 million (individuals) for: trading conditional goods/services without a license; with an expired license; failing to meet conditions during operation; or using another trader license.
- Organizations pay double → VND 20–30 million.
- Article 6.4: VND 15–20 million (individuals) for continuing to operate while suspended, deprived of license use, or after license revocation.
- Article 6.7: remedial measure — disgorgement of illegal gains from the violation.
Important warning: this article does not present Decree 98 fines as the only penalties. Each sector (healthcare, education, transport, fire prevention, public order…) has its own sanction decree, usually with higher fines — the applicable sectoral decree must also be applied depending on the industry.
Decree 122/2021/ND-CP on sanctions in planning and investment:
- Article 48.2(a): VND 15–20 million for continuing a conditional business despite a suspension request from the business registration authority.
- Article 46.4(a): VND 50–100 million for operating as an enterprise without establishment registration.
Authority distinction: the sectoral regulator (suspension under the sub-license) differs from the business registration authority (suspension request for the business line) — do not conflate them.
3. Five-step checklist within 24–72 hours of an inspection/sanction
- Immediately stop the conditional activity lacking a sub-license — continuing after a suspension request increases fines and removes mitigation grounds.
- Check the list: is the line still in Appendix IV (effective 1/7/2026)? Is it scheduled for removal from 1/1/2027 under Law 24/2026?
- File for the sub-license with the competent sectoral authority — prepare personnel, facilities and statutory capital (if any).
- Work with the inspection team and comply with the sanction decision: pay fines on time, implement remedial measures (disgorgement if applied).
- Review all registered business lines on the Enterprise Registration Certificate; register additions/changes under Decree 168/2025/ND-CP (amended by Decree 296/2026/ND-CP) if needed.
On mitigation: whether obtaining the sub-license after the violation counts as a mitigating circumstance depends on the sanctioning authority decision — there is no general formula; seek case-specific advice rather than assuming a reduction.
4. Risks of continuing after a suspension request
Beyond the VND 15–20 million fine (individuals) under Article 48.2(a) of Decree 122/2021: time-limited suspension under the sectoral license; disgorgement of all illegal gains; reputational damage with partners and banks; and in sensitive sectors (food, pharmaceuticals, construction…) possible criminal liability for serious consequences — seek sector-specific advice.
FAQs
What is the fine for operating without a sub-license?
VND 10–15 million (individuals), VND 20–30 million (organizations) under Decree 98/2020; sectoral decrees usually fine higher.
Must illegal profits be surrendered?
Possibly. Article 6.7 of Decree 98/2020 provides for disgorgement of illegal gains from the violation.
My line will soon be de-listed — must I still get a sub-license?
Check twice: the current list (1/7/2026) and the new list (1/1/2027, Law 24/2026 removes 62 lines). If the line remains conditional now, a sub-license is still required until the new Appendix IV takes effect.
Does getting the sub-license after the violation reduce the fine?
At the sanctioning authority discretion; no general formula — case-specific advice needed.
Does de-listing mean no more regulation?
No. Sectoral safety, environment, fire-prevention and technical-standard requirements may still apply independently.
Legal references
- Investment Law 2025 (143/2025/QH15): Article 51 (effective 1/3/2026; Article 7 + Appendix IV effective 1/7/2026).
- Law 24/2026/QH16 amending the Investment Law (issued 24/8/2026): 62 lines removed; general effect 1/3/2027, Appendix IV replacement + transition from 1/1/2027.
- Decree 98/2020/ND-CP (amended by Decree 17/2022/ND-CP): Articles 6.3, 6.4, 6.7.
- Decree 122/2021/ND-CP: Articles 46.4(a), 48.2(a).
- Decree 168/2025/ND-CP (amended by Decree 296/2026/ND-CP): enterprise registration.
Companies operating conditional business lines should review all sub-licenses periodically to avoid surprise inspections. Reach us via the Contact page of FLAT Law Firm for a compliance review.
The legal content of this article is reviewed by FLAT’s AI Legal Council and submitted to the owner for approval; it is not an opinion of a licensed lawyer and does not replace legal advice for specific cases.
For reference only, not legal advice.