Decree 341/2025 fines for unlicensed software: a detailed breakdown

Background: why Decree 341/2025 was issued

From 15 February 2026, Decree 341/2025/NĐ-CP (issued on 26 December 2025) officially takes effect. Article 63(1) states verbatim: "This Decree takes effect from 15 February 2026." On the same date, Article 63(2) repeals Decree 131/2013/NĐ-CP, Decree 28/2017/NĐ-CP, and Article 3 of Decree 129/2021/NĐ-CP. This is the most significant overhaul of the copyright penalty framework in Vietnam in over a decade. What surprises many executives is not the existence of the penalty schedule — it is how the fine is actually determined.

The effective date matters in practice. Under Article 64(1), conduct that occurred before 15 February 2026 but is discovered or still under review afterwards remains governed by the decree in force at the time the conduct took place — that is, Decrees 131/2013 and 28/2017, not the new schedule.

Decree 341 was issued in the context of Vietnam's efforts to improve its standing in the USTR's Special 301 Report and to fulfil its commitments under CPTPP and the EVFTA. In parallel, Official Dispatch 38/CĐ-TTg dated 05/05/2026 on combating intellectual property violations — with the software inspection campaign led by the Ministry of Culture, Sports and Tourism from 07/05/2026 — creates a meaningful enforcement mechanism to accompany the new legal framework.

Penalties for software reproduction — Article 16, a value-based tier scale

Before looking at the numbers, one detail that most online summaries miss: the word "software" does not appear anywhere in Decree 341/2025. Software is protected under the legal term "computer program" — a category of work. Installing or reproducing unlicensed software therefore falls under Article 16 — Infringement of the right of reproduction of a work; renting out an original or a copy of a computer program falls under Article 12.

The most important point: the decree does not calculate fines per software title, nor per installed copy. The fine is set on a value-based tier scale, determined by one of three criteria — unlawful gains obtained, damage caused to the copyright owner, or the value of the infringing goods. Meeting any one of the three places the conduct in the corresponding tier. And under Article 5(8), where several criteria would produce different penalty brackets for the same conduct, the lower bracket applies.

On who the amounts apply to: the fines set out in Chapter II are the amounts applicable to individuals, except for a number of specifically listed clauses that are the amounts applicable to organisations — among them Article 16(2) (Article 5(2)). The statutory cap is set in Article 5(1): "The maximum fine in the field of copyright and related rights is 250,000,000 VND for individuals. The maximum fine for organisations is 500,000,000 VND. For the same administrative violation, the fine for an organisation is twice the fine for an individual."

The value of infringing goods is not estimated arbitrarily by the inspection team. Article 5(6) sets a priority order for valuation: the listed price, or the price stated in the sales contract, invoice, or import declaration for the infringing goods; then the price notified by the local finance authority, or failing that the local market price at the time of the violation; then cost price, actual selling price, and import price.

• Tier 1 (Article 16(2)(a)) — 10,000,000 to 20,000,000 VND: unlawful gains under 20 million, or damage to the rights holder under 40 million, or infringing goods valued under 40 million.
• Tier 2 (Article 16(2)(b)) — 20,000,000 to 40,000,000 VND: unlawful gains from 20 to under 40 million, or damage from 40 to under 80 million, or goods from 40 to under 80 million.
• Tier 3 (Article 16(2)(c)) — 40,000,000 to 60,000,000 VND: unlawful gains from 40 to under 60 million, or damage from 80 to under 120 million, or goods from 80 to under 120 million.
• Tier 4 (Article 16(2)(d)) — 60,000,000 to 100,000,000 VND: unlawful gains from 60 to under 100 million, or damage from 120 to under 200 million, or goods from 120 to under 200 million.
• Works of fine art only (Article 16(3)) — 30,000,000 to 40,000,000 VND: applies where unlawful gains, damage to the rights holder, and the value of the infringing goods cannot be determined.
• Remedial measures (Article 16(4)): mandatory destruction, or removal or deletion, of the infringing original and copies on telecommunications networks and the Internet; and payment to the copyright holder of any unlawful gains obtained.

Related conduct and the corresponding fines

Beyond reproduction, the decree penalises a range of conduct that commonly appears alongside it in software cases. Unless expressly stated as applying to organisations, the amounts below are the fines for individuals; organisations pay twice that amount under Article 5(1).

• Article 12 — Renting out an original or a copy of a cinematographic work or computer program without the copyright owner's permission: 10,000,000 to 20,000,000 VND.
• Article 14 — Importing an original or a copy of a work for distribution to the public without permission: 200,000,000 to 250,000,000 VND, with mandatory destruction of the infringing original and copies.
• Article 36(2) — Storing pirated goods: six value-based tiers, from 5,000,000 VND at the lowest tier up to 100,000,000 VND where unlawful gains reach 100 million or more, or damage reaches 150 million or more, or the infringing goods are valued at 150 million or more.
• Article 39(1) — Intentionally destroying or disabling effective technological measures protecting copyright (cracking copy protection): 30,000,000 to 50,000,000 VND.
• Article 39(3) — Distributing, importing, offering for sale, selling, renting, or storing for commercial purposes devices, products, or components, or providing services, intended to circumvent effective technological measures: 70,000,000 to 100,000,000 VND, with confiscation of the infringing material and means (clause 7).
• Article 39(4) — Manufacturing devices, products, or components intended to circumvent effective technological measures: 100,000,000 to 150,000,000 VND.

Aggravating circumstances and criminal liability

Under Article 225 of the Penal Code 2015 (as amended in 2017), commercial legal entities that commit serious violations may be fined up to 3 billion VND, suspended from operations for 6 months to 2 years, or permanently banned from operating in the relevant field.

The bridge from administrative to criminal handling sits in Article 61 of Decree 341/2025: while examining and handling a violation, if the conduct is found to show signs of a criminal offence, the official handling the case must transfer the file to the competent criminal proceedings authority. Beyond fines, Article 3(2) also allows an additional penalty of confiscating the infringing material and the means used primarily to produce or trade it.

• Organised infringement or clear division of roles within a group.
• Previously subject to administrative penalties for the same conduct within the past 2 years.
• Unlawful financial gain from the infringing activity (calculated licence cost savings exceeding the threshold).
• Violations involving security, defence, or critical national infrastructure software.

Three things commonly stated incorrectly about Decree 341

Three claims about Decree 341/2025 circulate widely but do not appear anywhere in the text. All three were checked against the 69-page digitally signed copy on the Government Gazette before this section was rewritten, because each one materially affects how an enterprise assesses its risk.

• "The decree allows authorities to publish the names of violating enterprises" — NOT in the text. Article 3 sets out the penalties exhaustively: the principal penalty is a monetary fine; the only supplementary penalties are confiscation of the infringing material together with the means used primarily to produce or trade it, and suspension of the copyright assessor card or assessment organisation certificate for one to three months. Publication of a sanctioning decision is a general mechanism of administrative-violations law, not a new feature introduced by Decree 341.
• "Directors and IT heads are jointly liable alongside the organisation" — NOT in the text. The decree addresses only "individuals and organisations" and creates no joint-liability mechanism for company managers. Where the word "Director" does appear, it denotes an official with sanctioning authority — the Director of the Department of Culture and Sports, the Director of the Department of Construction, the Director of provincial Public Security under Chapter III — that is, the person issuing the penalty, not the person receiving it.
• "The decree extends the limitation period from one year to two" — NOT accurate. Decree 341 does not set any limitation period. The term appears exactly once in the whole text, in Article 62, and only as a cross-reference: once the limitation period has expired the handling authority discontinues the case, and any remedial measures are applied "in accordance with the law on handling administrative violations". The limitation period is fixed by Law No. 15/2012/QH13 on Handling of Administrative Violations and its amendments, not by this decree.

What enterprises need to prepare

Before inspectors arrive, a minimum compliance dossier must contain all four components below. One important principle when dealing with an inspection team: proactively presenting a complete dossier is far better than being found to have gaps — enterprises that are in the process of remediation are typically given more lenient consideration.

• Software inventory: a list of each title, version, number of installed machines, and licence source.
• Valid licence documentation: registration confirmation emails from Microsoft/Adobe/Autodesk, purchase contracts, and corresponding electronic VAT invoices.
• Internal software use policy: a document stipulating that employees may only install approved software, signed by the legal representative.
• Record of remediated violations (if applicable): documentation confirming that unlicensed software has been removed and replaced with legitimate versions.

Conclusion

Decree 341/2025 changes how the fine is determined, not merely how large it is. Because the brackets in Article 16 escalate with value — unlawful gains, damage to the rights holder, or the value of the infringing goods — the larger the licence shortfall, the higher the bracket. And the exposure does not stop at an administrative fine: Article 61 requires the file to be transferred to the criminal prosecution authorities where the conduct shows signs of a criminal offence, and Article 225 of the Penal Code allows commercial legal entities to be prosecuted.

Vietnamese SMEs still have the opportunity to self-remediate before inspectors arrive. The cost of purchasing adequate genuine licences, while not trivial, is considerably lower than the total fines plus reputational harm if proceedings are made public.

This article is for informational purposes and is not legal advice. Legal citations were checked against the original texts at the time of writing (see the Sources section below), but laws may change and each situation has its own specifics. Consult an intellectual property lawyer before making decisions.