Competition Law 2018 (23/2018/QH14): merger control

Full title: Competition Law No. 23/2018/QH14
Issued by: the 14th National Assembly, 5th session, 12 June 2018 (signed by Chairwoman of the National Assembly Nguyen Thi Kim Ngan)
In force from: 1 July 2019 (Clause 1, Article 117)
Structure: 10 chapters
Replaces: Competition Law No. 27/2004/QH11 (Clause 2, Article 117)
Implementing texts on merger control: Decree 35/2020/ND-CP; Resolution 66.18/2026/NQ-CP (notification thresholds, time-limited); Decree 75/2019/ND-CP as amended by Decree 102/2026/ND-CP (fines)
Official Vietnamese text: Government e-portal · Official Gazette

Note: this page is LexData’s own unofficial English summary. It is not the full text of the Law or an official translation. Only the Vietnamese text has legal effect. The detail focuses on Chapter V (economic concentration). As of 3 October 2026 LexData has found no text in force that amends Articles 29-44. The Standing Committee of the National Assembly agreed to submit a bill amending the Commercial Law, the Competition Law, the Law on Foreign Trade Management and the Law on Consumer Protection 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.

Scope and structure

The Law covers anti-competitive conduct, economic concentration that has or may have an anti-competitive effect on the Vietnamese market, unfair competition, competition proceedings, enforcement and state management of competition (Article 1). It applies to all businesses, including foreign businesses operating in Vietnam, and to trade associations (Article 2).

Chapter	Subject
I	General provisions
II	Relevant market and market share (Articles 9 and 10)
III	Anti-competitive agreements
IV	Abuse of a dominant market position or monopoly position
V	Economic concentration (Articles 29-44)
VI	Prohibited unfair competition
VII	National Competition Commission
VIII	Competition proceedings
IX	Handling of violations
X	Final provisions

Economic concentration (Chapter V, Articles 29-44)

The Law has no single-sentence definition of economic concentration. Article 29 lists the forms.

Topic	Rule	Source
Forms	Merger (absorption), consolidation, acquisition and joint venture between enterprises, and other forms provided by law	Clause 1, Article 29
Merger	One or more enterprises transfer all their assets, rights, obligations and lawful interests to another enterprise and cease operating or existing	Clause 2, Article 29
Consolidation	Two or more enterprises transfer all their assets, rights, obligations and lawful interests to form a new enterprise, and the consolidated enterprises cease	Clause 3, Article 29
Acquisition	An enterprise directly or indirectly buys all or part of the capital contribution or assets of another enterprise, enough to control or dominate that enterprise or one of its lines of business	Clause 4, Article 29
Joint venture	Two or more enterprises each contribute part of their assets, rights, obligations and lawful interests to form a new enterprise	Clause 5, Article 29
Prohibited	A concentration that has or may have a significant anti-competitive effect on the Vietnamese market	Article 30

Assessment. The National Competition Commission assesses the anti-competitive effect on one or a combination of factors such as combined market share, market concentration before and after the deal, relationships along the supply chain, competitive advantage, ability to raise prices and ability to block market entry (Clause 1, Article 31). Positive effects are considered under Article 32: development of the sector and of science and technology; development of small and medium enterprises; stronger competitiveness of Vietnamese enterprises internationally.

Notification. Enterprises party to a concentration must file a notification with the National Competition Commission before carrying it out if they meet a notification threshold. The threshold is set on one of four criteria: total assets, total revenue in the Vietnamese market, transaction value or combined market share in the relevant market, and the Government sets the detail according to economic and social conditions of each period (Article 33). The file includes the notification form, the draft agreement or contract, a copy of each party’s enterprise registration certificate, audited financial statements for the two preceding years, a list of affiliates, the goods and services supplied, market share data, a plan to remedy any anti-competitive effect and a report on positive effects; foreign-language documents need a Vietnamese translation (Article 34).

Time limits.

Stage	Time limit	Source
Notice on whether the file is complete	7 working days from receipt	Clause 2, Article 35
Parties supply missing items	30 days from the notice	Clause 2, Article 35
Preliminary review	30 days from receipt of a complete, valid file; if it expires without a result the concentration may proceed	Clauses 2 and 3, Article 36
Formal review	90 days from the preliminary result; up to 60 more days in a complex case	Clause 1, Article 37
Supplementary information in formal review	At most twice; the time spent is not counted in the review period	Article 38
Sending the decision to the parties	5 working days from the decision	Clause 2, Article 41

Outcome. After formal review the Commission decides that the concentration may proceed, may proceed with conditions, or is prohibited (Clause 1, Article 41). Conditions include divesting or splitting off part of the capital or assets; controlling purchase or sale prices or other trading terms; and other measures to remedy anti-competitive effects or strengthen positive effects (Article 42). A concentration that may proceed, with or without conditions, then goes through the procedures under enterprise law and other relevant laws (Clauses 1 and 2, Article 43).

Violations (Article 44). Failing to notify; proceeding before the preliminary result (unless it is overdue under Clause 3, Article 36); proceeding before the decision after formal review; failing to meet, or only partly meeting, the conditions in a decision; carrying out a concentration the Commission has prohibited; and carrying out a concentration prohibited under Article 30.

Implementing texts on merger control

Decree 35/2020/ND-CP (in force from 15 May 2020) details several articles of the Law, including:

Control and domination (Clause 1, Article 2): the acquirer obtains ownership of more than 50% of the charter capital or of the voting shares; or ownership or use of more than 50% of the assets of the target (the whole business or a line of business); or the right to decide the appointment, dismissal or removal of a majority or all of the board members, the chair of the members’ council, the director or the general director; to amend the charter; or to decide important business matters.
Group of affiliated enterprises (Clause 2, Article 2): enterprises under the control or domination of one or more enterprises in the group, or with a common management body.
Notification thresholds (Article 13): see below.
Preliminary review (Article 14): the concentration may proceed where 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 a supply-chain relationship (input or complementary) with market share below 20% in each relevant market. All other cases go to formal review.

Notification thresholds (Clause 1, Article 13 of Decree 35/2020/ND-CP), for enterprises other than credit institutions, insurers and securities companies:

Criterion	Decree 35/2020 (original)	Resolution 66.18/2026 (1 July 2026 to the end of 28 February 2027)
Total assets in the Vietnamese market of the enterprise or its group of affiliates, in the financial year before the planned year	VND 3,000 billion or more	VND 6,000 billion or more
Total sales revenue or purchase turnover in the Vietnamese market, same period	VND 3,000 billion or more	VND 6,000 billion or more
Transaction value of the concentration	VND 1,000 billion or more	VND 2,000 billion or more
Combined market share in the relevant market, same period	20% or more	20% or more (unchanged)

Resolution 66.18/2026/NQ-CP of the Government, dated 18 May 2026, sets the four new thresholds in item III of part B, sub-section 2.2, section 2 of Annex I.2 (the part on matters under the Ministry of Industry and Trade). Article 7 of the Resolution 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 when that document takes effect (Clause 4). Files already received before the Resolution took effect are handled under the rules in force when they were received (Clause 1, Article 6).
The Resolution restates only the Clause 1 thresholds and excludes the enterprises in Clause 2 of Article 13: credit institutions, insurers and securities companies stay under their separate thresholds in Clause 2, Article 13 of Decree 35/2020/ND-CP.
Clause 3, Article 13 of Decree 35/2020/ND-CP: for a concentration carried out outside Vietnam, the thresholds in point a, b or d apply.

Fines (Decree 75/2019/ND-CP as amended by Decree 102/2026/ND-CP)

Decree 102/2026/ND-CP of 31 March 2026, in force from 20 May 2026, amends Decree 75/2019/ND-CP on administrative penalties for competition violations. Fines apply to each enterprise party to the concentration.

Conduct	Fine	Source
Failing to notify a concentration	VND 500 million to 1 billion if total assets in the Vietnamese market, total sales revenue and total purchase turnover are all below VND 3,000 billion in the financial year before the year of the concentration; VND 1 billion to 2 billion if total assets or total sales revenue or purchase turnover is VND 3,000 billion or more; in both cases capped at 5% of the violator’s total revenue in the relevant market in the preceding financial year	Article 14 of Decree 75/2019 (Article 5 of Decree 102/2026)
Proceeding before the preliminary result; proceeding before the decision after formal review	The same two bands and 5% cap	Clause 1, Article 15 of Decree 75/2019 (Article 6 of Decree 102/2026)
Failing to meet, or only partly meeting, the conditions in a decision	1% to 3% of total revenue in the relevant market in the preceding financial year; order to meet all conditions	Clause 2 and point a, Clause 4, Article 15 of Decree 75/2019
Carrying out a concentration the Commission has prohibited	1% to 5% of total revenue in the relevant market in the preceding financial year; remedies include ordering the split of an enterprise that merged or consolidated, ordering resale of capital or assets acquired, and state control of prices and trading terms	Clause 3 and points b to d, Clause 4, Article 15 of Decree 75/2019

The VND 3,000 billion line in the fine bands comes from Decree 102/2026 itself and is separate from the temporary notification thresholds above.

Sources checked

LexData checked Chapter V against Law 23/2018/QH14, Articles 2, 13 and 14 of Decree 35/2020/ND-CP against the Official Gazette Nos. 339 and 340 of 3 April 2020, and Resolution 66.18/2026/NQ-CP and Decree 102/2026/ND-CP against the official copies on the Government e-portal. Links:

See the handbook entry on economic concentration in Vietnam and the service on share and capital transfers and acquisitions.

Competition Law 2018 (Law No. 23/2018/QH14) (English summary)