10 New Points on Promotional Activities Under Decree No. 239/2026/ND-CP

Promotional activities are among the most widely used trade promotion tools for businesses to drive sales, expand market reach, and strengthen customer engagement. At the same time, they remain subject to a comprehensive legal framework designed to ensure fair competition and protect consumers’ legitimate interests.

On June 26, 2026, the Government issued Decree No. 239/2026/ND-CP, amending and supplementing several provisions of Decree No. 81/2018/ND-CP, which provides detailed guidance on the implementation of the Law on Commerce with respect to trade promotion activities (as previously amended and supplemented by Decree No. 128/2024/ND-CP). The Decree took effect immediately upon its issuance and introduces several noteworthy changes that businesses should take into account when designing and implementing promotional programs.

1. Narrowing the scope of goods and services eligible for promotion

To strengthen regulatory oversight over promotional activities involving sensitive goods and services that may directly affect public health, public order, national security, or the public interest, Vietnamese law continues to maintain a strict regulatory approach toward certain categories of goods and services.

Accordingly, the following goods and services may not be used in promotional activities:

Alcoholic beverages;

Lottery services;

Tobacco products;

Breastmilk substitutes and prescription drugs (except where promotional activities are conducted exclusively by pharmaceutical traders in accordance with applicable laws);

Medical examination and treatment services provided by public healthcare establishments;

Educational services provided by public educational institutions and public vocational education institutions; and

Goods and services prohibited from circulation in Vietnam, or goods, services and other subjects prohibited from trade promotion under Article 100 of the Law on Commerce.

The continued inclusion of these categories reflects the legislature’s intention to strike an appropriate balance between businesses’ freedom to conduct promotional activities and the protection of public interests. Businesses should therefore carefully review the goods and services included in their promotional campaigns to ensure compliance with applicable regulations and avoid potential legal risks and administrative sanctions.

2. Requirements applicable to promotional goods and services (gifts and prizes)

Not only must the goods and services being promoted satisfy the applicable legal requirements, but the promotional goods and services including gifts and promotional prizes – must likewise comply with statutory restrictions.

Under this principle, any goods or services prohibited from being used in promotional activities may also not be offered as promotional goods or services in any form.

Notably, cash is legally recognized as a form of promotional goods or services. However, in order to preserve the nature and purpose of each promotional method, businesses are not permitted to use cash as promotional goods or services in connection with the following forms of promotion:

Providing samples of goods or services for customers to use free of charge;

Selling goods or supplying services at prices lower than their pre-promotion selling prices (price discount promotions); and

Selling goods or supplying services together with shopping vouchers or service vouchers.

A clear understanding of the circumstances in which cash may or may not be offered as a promotional gift or prize enables businesses to select appropriate promotional mechanisms while minimizing the risk of regulatory non-compliance during implementation.

3. Enhanced oversight of promotional voucher schemes

One of the notable changes introduced by the new Decree is the strengthening of regulatory oversight over the issuance of shopping vouchers and service vouchers in promotional programs. This amendment aims to mitigate the risk of vouchers being misused as instruments for opaque financial transactions or money laundering activities.

Under the new regulations, the trader conducting the promotional program, any intermediary voucher issuer (where applicable), and the trader accepting shopping vouchers or service vouchers are all required to fully comply with their obligations under Vietnam’s anti-money laundering (“AML”) legislation.

The new framework not only clarifies the legal responsibilities of each participant involved in the issuance and use of vouchers but also expands compliance obligations throughout the entire voucher lifecycle, including issuance, distribution, and redemption.

Against this backdrop, businesses should review and strengthen their voucher management procedures, including customer identification measures, transaction monitoring mechanisms, record retention practices, and other internal controls required under applicable AML regulations. Establishing robust compliance procedures at the planning stage of a promotional campaign will help businesses mitigate legal risks while ensuring greater transparency in their trade promotion activities.

4. Prize draws may now be conducted online

One of the notable changes introduced by Decree No. 239/2026/ND-CP is the formal recognition of online prize determination for prize-winning promotional programs, reflecting both Vietnam’s digital transformation agenda and evolving business practices.

Under the new regulations, the prize draw must still be conducted in the presence of customers to ensure transparency, fairness, and objectivity. However, customers may now witness the prize determination through either of the following methods:

In person at the venue where the prize draw is conducted; or

Online, via digital platforms or live-streaming, provided that the prize determination process is conducted in an open and transparent manner and that electronic records and evidence can be retained for subsequent inspection or verification where necessary.

This amendment affords businesses greater flexibility in organizing promotional campaigns through digital channels while maintaining the statutory requirements for transparency and regulatory oversight. It also represents a significant step toward modernizing Vietnam’s legal framework governing trade promotion activities in line with the rapid growth of e-commerce and digital business models.

5. Clarification of when a prize is deemed unclaimed

Decree No. 239/2026/ND-CP also provides greater legal certainty regarding the determination of unclaimed prizes in prize-winning promotional programs, addressing practical issues that have arisen under the previous regulatory framework.

Under the new provisions, a prize will be deemed unclaimed if it has not been awarded by the expiry of the prize redemption period specified in the promotional rules.

An exception applies where the prize award is delayed due to force majeure events or objective impediments as prescribed by law. In such circumstances, the prize will not be regarded as unclaimed.

To ensure legal certainty and avoid disrupting promotional programs approved prior to the effectiveness of the new Decree, transitional provisions have also been introduced. Accordingly, for prize-winning promotional programs whose registration was confirmed by the competent state authority before 26 June 2026, the handling of unclaimed prizes shall continue to be governed by Decree No. 81/2018/ND-CP.

These amendments provide businesses with a clearer legal basis for determining when obligations relating to unclaimed prizes arise, while ensuring consistent application of the law to promotional programs already in progress.

6. Administrative procedures for “Regular Customer Programs” have been simplified

Another welcome change introduced by Decree No. 239/2026/ND-CP is the simplification of administrative procedures applicable to regular customer programs, thereby reducing compliance costs and facilitating customer loyalty initiatives.

Under the new regulations, businesses are no longer required to submit a notification or obtain registration approval from the competent state authority before implementing regular customer programs, including loyalty programs based on:

The quantity or value of goods purchased or services used;

Reward points;

Membership cards; or

Other similar customer incentive schemes.

The removal of these administrative requirements reflects the Government’s broader regulatory approach of shifting from ex ante supervision to ex post supervision, allowing businesses greater flexibility in developing customer loyalty strategies while remaining responsible for complying with the applicable laws governing promotional activities and consumer protection.

The new framework is expected to facilitate the implementation of loyalty programs, reward point schemes, cashback programs, and other customer retention initiatives without imposing unnecessary administrative burdens.

7. Promotional value caps and maximum discount rates continue to be governed by Circular No. 39/2025/TT-BCT

Although Decree No. 239/2026/ND-CP introduces a number of significant amendments to the legal framework governing promotional activities, it does not directly regulate:

The maximum value of promotional goods and services; or

The maximum discount rates applicable to promotional goods and services.

These matters continue to be governed by Circular No. 39/2025/TT-BCT dated 22 June 2025 issued by the Ministry of Industry and Trade, which sets out the applicable limits and conditions.

Accordingly, when designing and implementing promotional programs, businesses should ensure compliance not only with Decree No. 239/2026/ND-CP but also with the value thresholds, discount limits, and other requirements prescribed under Circular No. 39/2025/TT-BCT. A comprehensive review of both instruments will help ensure legal compliance and minimize regulatory risks.

8. Removal of the annual cap on the duration of discount promotion programs

Another significant development under Decree No. 239/2026/ND-CP is the abolition of the annual cap on the duration of discount promotion programs.

The removal of this restriction provides businesses with greater flexibility in planning and implementing discount campaigns in response to market demand, commercial strategies, seasonal sales, or promotional events, without being constrained by the maximum number of promotional days previously permitted under the law.

Nevertheless, businesses should note that the removal of the time limit does not eliminate other statutory restrictions applicable to discount promotions. Promotional programs must continue to comply with the applicable maximum discount rates and any sector-specific regulations governing particular goods or services.

This amendment is expected to enable businesses to respond more effectively to changing market conditions while maintaining compliance with Vietnam’s promotional regulations.

9. Updates to administrative forms for promotional activities

In addition to the substantive amendments, Decree No. 239/2026/ND-CP also replaces several administrative forms used in connection with promotional activities. Businesses should therefore ensure that the updated forms are used to avoid unnecessary delays during administrative procedures.

Specifically, the following forms have been revised:

Form No. 03 – Rules of the promotional program; and

Form No. 08 – Decision on the collection and remittance to the State budget of 50% of the value of unclaimed prizes in prize-winning promotional programs.

Using the updated forms will help ensure that application dossiers comply with the prescribed formal requirements and reduce the likelihood of requests from the competent authorities for amendments or additional documentation.

10. Transitional provisions for applications submitted before the effective date of the Decree

To ensure legal certainty and maintain continuity in the administration of promotional activities, Decree No. 239/2026/ND-CP introduces transitional provisions applicable to promotional notifications and registration applications that were validly submitted before June 26, 2026.

Accordingly, such applications will not be subject to the new provisions of Decree No. 239/2026/ND-CP. Instead, they will continue to be reviewed and processed in accordance with Decree No. 81/2018/ND-CP, Decree No. 128/2024/ND-CP and Resolution No. 19/2026/NQ-CP.

These transitional provisions help ensure consistency and continuity in administrative procedures while preventing businesses from having to amend or re-submit applications for promotional programs initiated before the new Decree came into effect. They also provide greater legal certainty for businesses with promotional programs that remain pending before the competent authorities.

Although Decree No. 239/2026/ND-CP does not fundamentally alter Vietnam’s legal framework governing promotional activities, it introduces several practical amendments that address issues encountered during the implementation of the previous regulations while creating a more business-friendly regulatory environment.

The new Decree reflects a regulatory approach that seeks to strike a balance between facilitating commercial activities and strengthening regulatory oversight in areas presenting higher compliance risks. While certain administrative procedures have been simplified, businesses are expected to exercise greater diligence in complying with legal requirements relating to promotional methods, promotional goods and services, voucher management, anti-money laundering obligations, and prize-winning promotional programs.

As promotional activities continue to evolve particularly in the digital economy businesses should regularly review and update their compliance practices to ensure alignment with the latest legal developments. Keeping abreast of changes concerning eligible promotional goods and services, promotional methods, procedural requirements, and related compliance obligations will not only help mitigate legal and regulatory risks but also enable businesses to design promotional campaigns that are transparent, effective, and legally compliant.

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Disclaimers:

This article is for general information purposes only and is not intended to provide any legal advice for any particular case. The legal provisions referenced in the content are in effect at the time of publication but may have expired at the time you read the content. We therefore advise that you always consult a professional consultant before applying any content.

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Apolat Legal is a law firm in Vietnam with experience and capacity to provide consulting services related to Business and Investment and contact our team of lawyers in Vietnam via email info@apolatlegal.com.

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