Overview
How does a company merger differ from a consolidation?
In a merger, one or more companies transfer all their assets, rights, obligations and interests to the surviving company and cease to exist (Clause 1, Article 201 of the Law on Enterprises No. 59/2020/QH14). In a consolidation, two or more companies combine into a new company (Clause 1, Article 200). Once registered, the surviving or new company is liable for the debts, employment contracts and other obligations of the companies that ceased to exist.
The merger or consolidation agreement must cover key points such as the procedure and conditions, the employment plan and how assets, capital and shares are converted; it must be sent to creditors and notified to employees within 15 days of approval (Clause 2, Articles 200 and 201). Where a merger or consolidation affects the jobs of many employees, the employer must prepare a labour utilisation plan, consult the grassroots employee representative organisation where one exists and announce the plan within 15 days of its approval; the current and the successor employer both carry out the plan, and employees whose employment ends receive a job-loss allowance (Articles 43, 44 and 47 of the Labour Code No. 45/2019/QH14).
The companies must also comply with the Competition Law on mergers and consolidations (Clause 3, Articles 200 and 201). A merger or consolidation is a form of economic concentration (Clauses 2 and 3, Article 29 of the Competition Law No. 23/2018/QH14); enterprises reaching a notification threshold must file with the National Competition Commission before implementing it (Clause 1, Article 33), and the Commission has 30 days for the preliminary review from receiving a complete, valid file (Clause 2, Article 36). From 1 July 2026 to the end of 28 February 2027, under Resolution 66.18/2026/NQ-CP, the temporary thresholds are total assets, or total sales or purchase turnover, on the Vietnamese market of VND 6,000 billion (counted across the affiliated group), a transaction value of VND 2,000 billion, or a combined market share of 20%; after that date the applicable text must be checked again. Failing to file, or implementing before a result, is fined VND 500 million to 2 billion per enterprise, up to 5% of turnover on the relevant market (Decree 75/2019/ND-CP as amended by Decree 102/2026/ND-CP).
A reorganisation also triggers project amendments and the transfer of licences and personal data. Data may be transferred so that processing can continue on reorganisation (Point c, Clause 1, Article 17 of the Personal Data Protection Law No. 91/2025/QH15), but a transfer agreement is still required under Clause 1, Article 7 of Decree 356/2025/ND-CP. LexData covers all of this in one plan.
