Merger control and competition law: economic concentrations, notification thresholds and their temporary doubling under Resolution No. 66.18/2026/NQ-CP, foreign-to-foreign deals, review timetable, gun-jumping fines under Decree No. 102/2026/ND-CP, anti-competitive agreements, abuse of dominance and leniency

The framework and the authority

Vietnamese competition law is contained in Law No. 23/2018/QH14 on Competition, in force since 1 July 2019, and its main implementing instrument, Decree No. 35/2020/ND-CP, in force since 15 May 2020. Sanctions are set by Decree No. 75/2019/ND-CP, amended by Decree No. 102/2026/ND-CP, which took effect on 20 May 2026. The law prohibits anti-competitive agreements and abuse of a dominant or monopoly position, controls economic concentrations, and regulates unfair competition practices. It applies to enterprises inside and outside Vietnam: Article 2 extends it to foreign organisations and individuals, and the law covers conduct abroad that has or may have a competition-restraining effect on the Vietnamese market (FAQ 87).

The authority is the National Competition Commission (Ủy ban Cạnh tranh Quốc gia), which replaced the former Vietnam Competition Authority and Vietnam Competition Council and sits within the Ministry of Industry and Trade; it was retained as a unit of the Ministry in the 2025 reorganisation under Decree No. 40/2025/ND-CP. The Commission receives and reviews merger notifications, issues clearance decisions, investigates anti-competitive conduct through its competition investigation agency, and decides on leniency. Since 1 July 2026 notifications can be filed online through the National Public Service Portal. For an acquisition, merger control sits alongside the Article 21 investment registration and any sector approval (Acquiring a Vietnamese company); the three run in parallel, but none substitutes for another.

What counts as an economic concentration

Article 29 of the law lists four forms of economic concentration: a merger, in which one or more enterprises transfer all their assets, rights and obligations to another and cease to exist; a consolidation, in which two or more enterprises form a new enterprise and cease to exist; an acquisition, in which an enterprise directly or indirectly acquires all or part of the capital or assets of another sufficient to control or dominate it or one of its business lines; and a joint venture, in which two or more enterprises contribute assets, rights or obligations to form a new enterprise; together with other forms the law may provide.

Control is the key concept for acquisitions. Decree No. 35/2020/ND-CP treats an enterprise as acquiring control where it obtains more than 50% of the target's charter capital or voting shares, the right to own or use more than 50% of the assets of the whole business or of one of its business lines, or the right to decide, directly or indirectly, the appointment or removal of a majority of the board or the director, amendments to the charter, or important business matters such as the business lines, geographic scope, scale and forms of capital raising. Minority investments with veto rights over the business plan or budget can therefore amount to control. A new joint venture formed by two or more enterprises is a concentration whatever the stakes; an internal reorganisation within a group under common control is generally outside the regime because no change of control occurs, but the position should be confirmed on the facts.

The notification thresholds, and their temporary doubling

An economic concentration must be notified if it meets any one of the thresholds in Article 13 of Decree No. 35/2020/ND-CP, measured in the financial year before the transaction. For enterprises other than credit institutions, insurers and securities companies, the thresholds are: total assets in the Vietnamese market of any party, together with its group of affiliated enterprises; total sales or purchase turnover in the Vietnamese market of any party and its group; the transaction value; and a combined market share of the parties of 20% or more in the relevant market. Resolution No. 66.18/2026/NQ-CP of 18 May 2026, part of the Government's programme to simplify administrative procedures, doubled the first three for the period from 1 July 2026 to 28 February 2027: total assets or turnover in Vietnam from VND 3,000 billion to VND 6,000 billion, and the transaction value from VND 1,000 billion to VND 2,000 billion. The 20% combined market share test is unchanged, so a small deal between competitors with a 20% combined share in a narrowly defined market is still notifiable.

Credit institutions, insurers and securities companies keep the separate thresholds in Decree No. 35/2020/ND-CP. For insurers, they are total assets of VND 15,000 billion, turnover of VND 10,000 billion and a transaction value of VND 3,000 billion; for securities companies, total assets of VND 15,000 billion, turnover of VND 3,000 billion and a transaction value of VND 3,000 billion; and for credit institutions, 20% or more of the total assets, total turnover or (for the transaction value) total charter capital of the credit institution system in Vietnam. The combined market share test of 20% applies to all. Notifications filed before 1 July 2026 stay under the old thresholds, and the doubled thresholds apply until the end of February 2027 unless extended or written into an amended decree or law.

Foreign-to-foreign deals with a Vietnamese nexus

An acquisition between two foreign groups, signed and completed abroad, can be notifiable in Vietnam. The assets and turnover thresholds are measured in the Vietnamese market for each party together with its affiliated group, so a global buyer with large sales into Vietnam, through imports, distributors or a local subsidiary, can meet the asset or turnover test on its own, even if the target's Vietnamese business is small. The transaction value threshold, by contrast, applies only to concentrations carried out in Vietnam, and does not catch offshore deals on its own. The combined market share test applies wherever the parties have overlapping sales in a Vietnamese market.

In practice, therefore, every multinational transaction should include a Vietnamese check: does either party's group have Vietnamese assets or turnover above VND 6,000 billion (until 28 February 2027) or VND 3,000 billion (after, unless extended), and do the parties together hold 20% or more of any Vietnamese market? Foreign parties' documents in the notification dossier currently still require consular legalisation or, from 11 September 2026, an apostille, and a Vietnamese translation, which affects the timetable. The global transaction agreement should make Vietnamese clearance a condition where it is needed, and must not be completed in respect of the Vietnamese business before it is obtained.

Notification and review, step by step

1. Self-assessIdentify the form of concentration and whether control is acquired; compute each party's group assets and turnover in Vietnam for the previous financial year, the transaction value (onshore deals) and the combined share of each relevant market.
2. Prepare the dossierThe notification on the prescribed form, draft transaction document or memorandum, the parties' registration documents (legalised or apostilled and translated for foreign parties), audited financial statements for two years, a list of affiliated companies, the market share report with its sources, and an explanation of the expected effects and efficiencies.
3. File with the National Competition CommissionOnline through the National Public Service Portal or in hard copy. The Commission confirms whether the dossier is complete or requests supplements; the review periods run only from a complete dossier.
4. Preliminary review: 30 daysUnder Article 36 of the law the Commission notifies, within 30 days of a complete dossier, whether the concentration may proceed or requires an official review. If it does not notify a result within that period, the parties may implement (Article 44).
5. Official review: 90 days, extendable by 60Where the concentration may have a significant competition-restraining effect, the Commission conducts an official review and decides within 90 days, extendable by up to 60 days in complex cases (up to 150 days in all), applying the competition-restraining and positive-effect factors in Articles 31 and 32.
6. DecisionThe concentration is permitted, permitted with conditions (such as divestment, behavioural undertakings or price supervision), or prohibited under Article 30 because it causes or may cause a significant competition-restraining effect.
7. Implement and comply with any conditionsComplete only after clearance or expiry of the preliminary period without a result; non-compliance with conditions is fined at 1% to 3% of relevant-market turnover.

Gun-jumping and other sanctions

Decree No. 102/2026/ND-CP, in force from 20 May 2026, restated the fines for merger control breaches. Failing to notify, and implementing a notifiable concentration before clearance, are fined per participating enterprise at VND 500 million to VND 1 billion where its assets, revenue or purchase turnover are below VND 3,000 billion, and VND 1 billion to VND 2 billion where they are VND 3,000 billion or more, subject to a cap of 5% of the violator's turnover in the relevant market in the preceding financial year. Where the parties have no overlap (they are not in the same market, not in the same supply chain and not in complementary lines), or the violator has no relevant-market turnover, the fine is a fixed VND 100 million to VND 200 million. Implementing a concentration that is prohibited because of its significant anti-competitive effect is fined at 1% to 5% of relevant-market turnover, and breach of clearance conditions at 1% to 3%. Fines start at the midpoint of the range and move with aggravating and mitigating factors.

The remedial measures are more serious than the fines: the authority can order the split-up or spin-off of a merged or acquired enterprise, the resale of capital or assets acquired, compliance with conditions and State supervision of prices and terms, and can annul a clearance obtained with false or concealed information. Supplying incomplete information is fined separately. The practical lesson is that a notifiable deal should not be completed, and integration should not begin, until clearance; and a deal close to the thresholds should be documented with the computation that showed it was not notifiable.

Conduct rules after the deal: agreements, dominance and leniency

Merger control is only one part of the law. Articles 11 and 12 prohibit anti-competitive agreements. Agreements that prevent others from entering a market or developing their business, that exclude non-parties, and bid rigging are prohibited outright. Price fixing, market sharing, output restriction and similar agreements between competitors, and vertical agreements, are prohibited where they cause or may cause a significant competition-restraining effect, assessed on the factors in Article 13, with exemptions available under Article 14 for agreements that bring defined benefits. Joint venture agreements, distribution arrangements and non-compete clauses between partners who compete should be reviewed against these rules (Joint ventures, deadlock and exit rights).

An enterprise has a dominant position under Article 24 if it has substantial market power or a market share of 30% or more; a group of two, three, four or five enterprises acting together is dominant at combined shares of 50%, 65%, 75% or 85% respectively, counting only members with at least 10%. Abuse, such as predatory pricing, unreasonable resale price imposition, refusal to deal, discriminatory terms and tying, is prohibited under Article 27. Anti-competitive agreements and abuse are fined up to 10% of total turnover in the relevant market in the preceding financial year under Article 111. Leniency under Article 112 is available to no more than three enterprises that voluntarily report a prohibited agreement before an investigation is opened, provide valuable evidence and cooperate throughout: the first obtains full exemption, the second a 60% reduction and the third 40%; an enterprise that organised or coerced the agreement is excluded, and the Chairman of the Commission decides.