What is economic concentration in Vietnam? Merger control thresholds, review and fines

What is economic concentration in Vietnam? Four forms under the Competition Law

Economic concentration is a merger (absorption), consolidation, acquisition or joint venture between enterprises. The 2018 Competition Law has no single-sentence definition; Article 29 lists the forms, together with other forms provided by law:

Two points are easy to confuse:

• Economic concentration does not mean prohibited. Article 30 bans only a concentration that has or may have a significant anti-competitive effect on the Vietnamese market. Most M&A deals are not in that group, but a deal that meets a threshold must still be notified so that the authority can decide.
• The law applies to foreign enterprises operating in Vietnam (Clause 1, Article 2), on the condition that the deal affects the Vietnamese market (Article 1).

See the summary of the Competition Law 2018.

What is economic concentration in Vietnam when buying shares: what counts as control?

In practice the usual question is not about mergers or consolidations but: how much stock makes a purchase an acquisition? The law uses the test "enough to control or dominate", which Clause 1, Article 2 of Decree 35/2020 explains. A buyer is treated as controlling or dominating when it falls into one of these cases:

1. It gains ownership of more than 50% of the charter capital or more than 50% of the voting shares.
2. It gains ownership or use of more than 50% of the assets of the target, across the whole business or one line of business.
3. It has one of these rights: to decide, directly or indirectly, the appointment, dismissal or removal of most or all of the board, the chair of the members' council, or the director or general director; to decide amendments to the charter; or to decide important business matters such as choice of sector, location, and raising and using capital.

In practice:

• A purchase of less than 50% can still be an acquisition if the buyer has the rights in item 3, for example under a shareholders' agreement. Conversely, a small stake without those rights is usually not an acquisition. Each deal needs review against its actual rights structure.
• Buying assets or a line of business (rather than the company) can also be an acquisition under item 2.
• A foreign investor must also consider the registration of capital contribution or share purchase under Clause 3, Article 21 of Investment Law 143/2025/QH15. That is a separate procedure and does not replace the competition one. See what is an FDI company in Vietnam and what is due diligence in Vietnam.

Notification thresholds for economic concentration: who must file?

Parties to an economic concentration must file with the National Competition Commission before completing if they meet a notification threshold (Clause 1, Article 33 of the Competition Law). Meeting any one of four criteria is enough.

Points to watch:

• Resolution 66.18/2026/NQ-CP is time-limited. Article 7 makes it effective from 1 July 2026 to the end of 28 February 2027; if a corresponding legal document is issued and takes effect in that period, the corresponding provision of the Resolution lapses from then (Clause 4). A file received before 1 July 2026 is handled under the rules in force when it was received (Clause 1, Article 6). As of 3 October 2026 LexData has found no replacing text; a deal signed near 28 February 2027 should be re-checked.
• Counted for the group of affiliated enterprises. Total assets and revenue are those of the enterprise or the group of affiliated enterprises it belongs to, which includes its parent and companies under the same control (Clause 2, Article 2 of Decree 35/2020). Only the part in the Vietnamese market counts. A foreign group with large revenue in Vietnam meets the threshold even if the target is small.
• Credit institutions, insurers and securities companies have separate thresholds in Clause 2, Article 13 of Decree 35/2020; Resolution 66.18 excludes them, so those thresholds are unchanged.
• A deal carried out outside Vietnam is tested on point a, b or d of Clause 1 of Article 13 (Clause 3, Article 13), that is assets, revenue or market share, not transaction value. Resolution 66.18 restates the four thresholds of Clause 1 and has no separate rule on Clause 3.

Note: the fine bands in Decree 102/2026 use a VND 3,000 billion line to set the fine range. That is a line for the fines only, not a notification threshold. Read each text for its own purpose.

The merger filing process: what goes in the file and how long does it take?

The file (Article 34 of the Competition Law) includes: the Commission's notification form; the draft agreement, contract or memorandum; a copy of each party's enterprise registration; audited financial statements for the two preceding years; a list of parents, subsidiaries and branches; the goods and services supplied; two years of market share data; a plan to remedy any anti-competitive effect; and a report on positive effects. Foreign-language documents need a Vietnamese translation. The file can be filed online through the National Public Service Portal.

Time limits:

When does review end at the preliminary stage? Under Clause 2, Article 14 of Decree 35/2020 a deal may proceed after the preliminary review if: combined market share is below 20%; or is 20% or more but the sum of squared market shares after the deal is below 1,800; or is 20% or more, the sum of squares is above 1,800 and the increase is below 100; or the parties are in an input or complementary relationship in a supply chain with market share below 20% in each relevant market. All other cases go to formal review. If 30 days pass without a preliminary result, the deal may proceed (Clause 3, Article 36).

Outcome of a formal review (Articles 41 and 42): the deal may proceed; may proceed with conditions, such as splitting off or selling part of the capital or assets, or controlling prices and trading terms; or is prohibited. Only a deal that may proceed, with or without conditions, then goes through procedures under enterprise law (Article 43).

In M&A contracts the buyer and seller usually make competition clearance a condition precedent to closing, with a long-stop date. That is transaction practice, not a rule of the law. Real timing depends on the quality of the file and the complexity of the market.

Fines for not notifying an economic concentration

Article 44 of the Competition Law lists six violations: not notifying; completing before the preliminary result; completing before the decision after a formal review; not meeting, or only partly meeting, the conditions; carrying out a concentration the Commission has prohibited; and carrying out a concentration prohibited under Article 30.

Decree 102/2026/ND-CP (in force from 20 May 2026) changes the fines, which apply to each enterprise party:

The revenue used for the percentages is the violator's revenue in the relevant market in the financial year before the year of the violation.

The fine for failing to notify can look small next to the value of a deal. The larger risk is that a deal completed without permission is a violation and, if it is later prohibited, may be ordered split up or sold back.

What is economic concentration in Vietnam for a foreign buyer: extra points to check

Foreign investors and FDI companies usually meet three situations:

1. A global deal with a Vietnamese subsidiary. If two groups merge abroad, the question is whether the parties have assets, revenue or market share in the Vietnamese market that meet a threshold (Clause 3, Article 13 of Decree 35/2020). Gather group-level figures early, because the figures needed are for the financial year before the year of the deal.
2. Buying a Vietnamese company with foreign capital. Two independent procedures must both be finished: the economic concentration filing if a threshold is met, and registration of the capital contribution or share purchase if the deal falls in one of the three cases in Clause 3, Article 21 of the Investment Law. See what is an IRC in Vietnam for amending the investment registration certificate. After closing, the beneficial owner information must also be updated.
3. Planning the timetable. 30 days for preliminary review, a further 90 days for a formal review (extendable by 60), not counting file checking and supplements. The contract should have a condition precedent and a suitable long-stop date.

Related services: share and capital contribution transfers and acquisitions, mergers and consolidations and legal due diligence.

Economic concentration checklist before signing

1. Is the deal one of the four forms in Article 29? For a share or capital purchase: does the buyer meet the control and domination tests in Clause 1, Article 2 of Decree 35/2020?
2. Identify each party's group of affiliated enterprises and collect assets, sales revenue and purchase turnover in the Vietnamese market for the previous financial year.
3. Test the four thresholds against the text in force on the planned completion date (currently Resolution 66.18/2026/NQ-CP, to the end of 28 February 2027).
4. Define the relevant market and combined market share, including supply-chain links between the parties.
5. If a threshold is met: prepare the file under Article 34, file before completing, and make clearance a condition precedent in the contract.
6. Do not complete (transfer shares, pay, change management) before the preliminary result or the formal decision.
7. If foreign elements exist: check in parallel the registration of capital contribution or share purchase (Clause 3, Article 21 of the Investment Law).
8. Watch for legislative change: a bill amending the Commercial Law, the Competition Law and other laws goes to the National Assembly for debate and adoption at its second session (planned for 17 October to 21 November 2026); it has not been passed.

Common mistakes

• Looking only at transaction value and ignoring total assets, group revenue and market share. Meeting one criterion is enough.
• Assuming that under 50% needs no review. The test is control or domination, which can come from rights over management, the charter or business decisions.
• Using the old thresholds (VND 3,000 billion and 1,000 billion) for a deal now, or using the temporary figures for a deal completed after 28 February 2027.
• Treating the investment procedure and the competition procedure as unrelated, which throws the closing timetable out.
• Completing before the preliminary result, which is a violation under Clause 2, Article 44 of the Competition Law.