Can an Enterprise That Limits the Product Market but Benefits Consumers Qualify for an Exemption?

Enterprises agreeing to limit product consumption markets is legal content that readers should carefully check before implementing in practice. This article has been organized by ANT Legal in an easy-to-understand format to help individuals and businesses understand the main issues, common risks, and appropriate solutions.

Is an agreement to limit the market for products sold an agreement to limit competition?

Agreements considered to be agreements limiting competition are set out in Article 11 of the Competition Law 2018 as follows:

Agreements that limit competition
1. Agreements to fix prices of goods and services, directly or indirectly.
2. Agreements to divide customers, divide consumer markets, divide sources of goods, and divide provision of services.
3. Agreements to limit or control the quantity and volume of production, purchase, sale of goods, and provision of services.
4. Agreements for one or more parties to the agreement to win bids when participating in tenders to supply goods or provide services.
5. Agreements to prevent, restrain, or stop other businesses from entering the market or developing their business.
6. Agreements to eliminate from the market businesses that are not parties to the agreement.
7. Agreements to limit technical and technological development and investment.
8. Agreements to impose or fix conditions for signing a contract to buy or sell goods or provide services with another enterprise, or agreements to force another enterprise to accept obligations not directly related to the subject matter of the contract.
9. Agreements not to transact with parties not participating in the agreement.
10. Agreements that limit the product consumption market, the supply of goods, and the provision of services of parties not participating in the agreement.
11. Other agreements that cause or are likely to cause anti-competitive effects.

According to the above provisions, an agreement to limit product consumption markets is considered one of the agreements limiting competition.

If an enterprise agrees to limit the market for its products but benefits consumers, is it exempt?

Exemptions for agreements that restrict the market for products but are beneficial to consumers are set out in Article 14 of the Competition Law 2018 as follows:

Exemptions for agreements that restrict prohibited competition
1. Agreements restricting competition specified in Clauses 1, 2, 3, 7, 8, 9, 10 and 11, Article 11 that are prohibited under the provisions of Article 12 of this Law may be exempted for a limited time if they are beneficial to consumers and meet one of the following conditions:
a) Have the effect of promoting technical and technological progress and improving the quality of goods and services;
b) Enhance the competitiveness of Vietnamese enterprises in the international market;
c) Promote the uniform application of quality standards and technical norms for product categories;
d) Agreement on conditions for contract performance, delivery, and payment, but not related to price and other price factors.
2. Labor agreements and cooperation agreements in specific industries and fields implemented in accordance with another law shall comply with the provisions of that law.

Accordingly, businesses that agree to limit the market for products (in cases of prohibition) but that benefit consumers can be exempted for a limited period when one of the following conditions is met:

Have an impact on promoting technical and technological progress and improving the quality of goods and services.
Enhance the competitiveness of Vietnamese enterprises in the international market.
Promote the uniform application of quality standards and technical norms for product categories.
Agree on conditions for contract performance, delivery, and payment, but not related to price and price factors.

To which agency can a request for exemption from an agreement restricting the market for consuming products be sent?

The authority receiving applications for exemption from agreements restricting the market for consuming products is specified in Article 15 of the Competition Law 2018 as follows:

Submitting an application for exemption for prohibited anti-competitive agreements
1. Enterprises intending to enter into prohibited anti-competitive agreements are prohibited from submitting applications for exemption at the National Competition Commission.
2. Documents requesting exemption from prohibited anti-competitive agreements include:
a) Application form as issued by the National Competition Commission;
b) Draft agreement content between the parties;
c) A copy of the Business Registration Certificate or equivalent document of each enterprise participating in the prohibited anti-competitive agreement; a copy of the Charter of the industry association in case the prohibited anti-competitive agreement involves the participation of an industry association;
d) Financial statements of each enterprise participating in a prohibited anti-competitive agreement for two consecutive years immediately preceding the year of submitting the exemption application, or financial statements from the time of establishment to the time of submitting the exemption application for newly established enterprises, certified by an auditing organization as prescribed by law;
d) A report specifically explaining compliance with the provisions in Clause 1, Article 14 of this Law, accompanied by evidence to prove it;
e) Authorization documents of the parties participating in the prohibited anti-competitive agreement for the representative party (if any).
3. The submitting enterprise is responsible for the truthfulness of the application. Documents in a foreign language must be accompanied by a Vietnamese translation.

Thus, businesses intending to participate in agreements that limit the market for products that are prohibited may submit an application for exemption to the National Competition Commission.

Note on Applying Current Legal Regulations

This article belongs to the Business & M&A/并购 group and is presented for reference purposes to help readers understand the legal issue at an overview level before preparing a dossier or carrying out a transaction.

Legal regulations may vary depending on timing, locality, the type of dossier, and specific circumstances. If you need to determine the exact legal basis applicable to your case, you should contact ANT Legal’s lawyers at 0966.475.966 for review and advice before proceeding.

Common Legal Risks to Note

Using legal instruments that have been amended, supplemented, or replaced.
Preparing an incomplete set of documents, materials, or necessary evidence.
Misunderstanding the conditions, procedure, timeline, or competent authority.
Signing, submitting a dossier, or carrying out a transaction before fully assessing legal risks.

How Can ANT Legal Support You?

ANT Legal can review the specific circumstances, examine the dossier, identify the applicable legal basis, advise on an appropriate handling plan, and represent clients in working with individuals, organizations, or competent authorities where necessary.

For prompt advice, you may contact a lawyer at 0966.475.966.

Need an assessment of your situation?

Contact ANT Legal so a lawyer can review your documents and discuss an appropriate course of action.

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