Merger control in Vietnam is primarily governed by the Law on Competition No. 23/2018/QH14 (the “Competition Law”), the Government’s Resolution No. 66.18/2026/NQ-CP dated 18 May 2026 on decentralization and the reduction and simplification of administrative procedures and business conditions (“Resolution 66.18/2026/NQ-CP”), Decree No. 35/2020/ND-CP, which guides the implementation of certain provisions of the Competition Law, and Decree No. 75/2019/ND-CP, which provides for administrative sanctions for violations in the competition sector, as amended and supplemented by Decree No. 102/2026/ND-CP. The merger control regime applies to economic concentration, including mergers, consolidations, acquisitions, joint ventures and other forms of economic concentration as prescribed by law.

The competent authority is the Vietnam Competition Commission (“VCC”), which is responsible for reviewing notified transactions, assessing their competitive effects, issuing clearance decisions, imposing administrative sanctions for violations in the competition sector, and performing other functions and duties as prescribed by law.

Vietnam operates a mandatory and suspensory merger control regime. An economic concentration must be notified to the VCC before implementation if any applicable notification threshold is met. The parties are prohibited from completing a notifiable transaction until clearance has been obtained. Transactions that cause or are capable of causing significant anti-competitive effects in the Vietnamese market may be prohibited or approved subject to conditions.

Several features of the Vietnamese regime are noteworthy, as follows:

• First, the thresholds are based on assets, turnover, transaction value and combined market share, and in certain circumstances a filing obligation may arise even where only one transaction party has a substantial presence in Vietnam (see Questions 6 and 11).
• Secondly, the concept of control is relatively broad. In addition to acquisitions of a majority shareholding, control may arise through rights enabling an acquirer to determine key strategic or operational decisions of the target, including the appointment or removal of senior management, amendment of the charter, or decisions concerning fundamental business matters (see Questions 4 and 5).
• Thirdly, the Vietnamese merger control regime applies to both domestic and foreign-to-foreign transactions, provided the relevant notification thresholds are met. Consequently, offshore transactions can be subject to merger review in Vietnam even where the transaction is implemented outside Vietnam (see Question 11).
• Finally, the substantive assessment is based on whether an economic concentration causes or is likely to cause significant anti-competitive effects in the Vietnamese market, reflecting an effects-based approach rather than a purely market-share-based test (see Question 13).

Notification is compulsory where an economic concentration meets any of the applicable notification thresholds prescribed under the Competition Law and its implementing regulations. An economic concentration includes mergers, consolidations, acquisitions, joint ventures and other forms of economic concentration provided by law.

Yes. Vietnam operates a suspensory merger control regime. A notifiable economic concentration may not be implemented before the VCC issues clearance.

The prohibition applies to the implementation of the economic concentration itself. In practice, parties may sign transaction documents before filing and clearance, provided that completion remains conditional upon merger clearance.

Vietnamese competition legislation does not expressly provide for carve-out arrangements allowing the Vietnamese part of a transaction to be separated from the global transaction in order to avoid a filing obligation. Nor does it expressly provide for trustee structures comparable to those accepted in certain other jurisdictions.

The Competition Law and its implementing regulations do not establish a formal derogation procedure permitting closing before clearance. Accordingly, parties should generally assume that a notifiable transaction cannot be completed until approval has been obtained from the VCC.

The merger control regime applies to mergers, consolidations, acquisitions, joint ventures and other forms of economic concentration prescribed by law.

For acquisition transactions, the key concept is acquisition of control or influence over the target undertaking.

Control or influence is deemed to arise where the acquirer obtains:

• ownership of more than 50% of the charter capital or voting rights of the target;
• ownership of, or rights to use, more than 50% of the assets of the target or one of its business lines; or
• rights enabling it to determine important strategic or operational matters of the target. These include the right to appoint or dismiss a majority of senior governing personnel, amend the target’s charter, or decide fundamental matters relating to business operations and financing.

Intra-group transactions are not expressly exempt. They may be notifiable if they constitute an economic concentration and satisfy the applicable thresholds, although the parties remain under common control before and after the transaction. However, the specific structure of a transaction should be reviewed on a case-by-case basis.

Minority acquisitions may be reviewable if they confer control or influence over the target.

Vietnamese Competition Law does not establish a safe harbour based solely on a shareholding percentage below 50%. Although ownership of more than 50% of charter capital or voting rights constitutes control, lower shareholdings may also be sufficient where accompanying governance rights allow the acquirer to determine key strategic decisions of the target.

In particular, control may arise where the acquirer obtains rights to:

• directly or indirectly decide on the appointment, dismissal or removal of the majority or all members of the Board of Directors, the Chairperson of the Members’ Council, the Director or General Director of the target;
• decide on amendments or supplements to the charter of the target;
• decide on important matters in the business operations of the target, including the selection of the form of business organization; selection of business lines, geographical areas and forms of business; adjustment of the scale and business lines; and selection of the forms and methods of raising, allocating and using the target’s business capital.

The legislation does not specify the lowest shareholding that may confer control, and there appears to be limited published decisional practice addressing this issue.

Vietnamese law focuses primarily on legally enforceable governance rights rather than the broader concept of de facto control developed in some jurisdictions. There appears to be presently limited public guidance on whether low shareholder turnout or voting by other shareholders may independently establish control.

For most sectors, notification is required where any one of the following thresholds is met:

• the threshold relating to the total assets in the Vietnamese market of an enterprise or its affiliated group reaches VND6 trillion or more in the financial year preceding the contemplated transaction year;
• the threshold relating to the total sales turnover or purchase turnover in the Vietnamese market of an enterprise or its affiliated group reaches VND6 trillion or more in the financial year preceding the contemplated transaction year;
• the transaction value threshold for an economic concentration reaches VND2 trillion or more; or
• the parties’ combined market share in the relevant market reaches 20% or more.

Noting that an group of enterprises that are organizationally and financially affiliated (collectively, an “affiliated group”) means a group of enterprises that are jointly controlled or dominated by one or more enterprises within the group, or that have a common management body. Furthermore, different thresholds apply to credit institutions, insurance companies and securities companies.

Currently, the above thresholds under Resolution 66.18/2026/NQ-CP apply from 01 July 2026 to 28 February 2027, pending amendments to Decree No. 35/2020/ND-CP to formally codify these new thresholds. Any merger filing submitted before 01 July 2026 will still be subject to the current (lower) thresholds under Decree No. 35/2020/ND-CP.

Key features include:

• the parties taken into account include the buyer (or its affiliated group) and the target (or its affiliated group, including the seller) when assessing the parties’ figures as of the filing date;
• a filing may be triggered where only one party satisfies the turnover or asset threshold;
• turnover and asset thresholds are measured by reference to activities in Vietnam market;
• the market share threshold is based on the combined share of the parties in the relevant market.

Although the thresholds are linked to Vietnam-related turnover, assets or market share, foreign-to-foreign transactions may nevertheless be caught where the relevant thresholds are met. The local nexus/effects are not key and decisive factors for exemption from merger filing.

Assets and turnover can be generally assessed on the basis of the audited financial statements of the relevant parties in the financial year preceding the contemplated transaction year.

For turnover thresholds:

• only turnover generated in Vietnam is relevant;
• turnover is calculated based on the turnover of each relevant party or its affiliated group;
• exports into Vietnam may be taken into account where turnover is generated from sales into Vietnam and is recorded in the company’s audited financial statements.

For asset thresholds:

• assets located in Vietnam are relevant;
• the assessment is generally made on the basis of the book value reflected in the applicable financial statements;
• assets can be aggregated across the relevant party’s affiliated group.

For market share thresholds:

• market share is determined by reference to the relevant product market and relevant geographic market;
• the parties are responsible for providing the basis for their market definition and market share calculations in the notification dossier.

The relevant geographic market is determined on a case-by-case basis and is not automatically assumed to be national. Depending on the competitive conditions applicable to the products or services concerned, the relevant geographic market may be national, regional or local. Where the market has not previously been examined by the VCC, the notifying parties are expected to provide a reasonable assessment of the relevant geographic market and the resulting market shares as part of the notification dossier.

Furthermore, the notifying parties are expected to provide their own bona fide assessment of the relevant market and the resulting market shares in the notification dossier, supported by appropriate data and evidence. The VCC may review, accept or challenge that assessment during its substantive review of the transaction.

Vietnamese merger control legislation does not contain detailed rules prescribing a specific exchange rate for conversion purposes.

In practice, transaction parties commonly rely on the exchange rates reflected in the financial statements or other officially recognised exchange rates used for accounting purposes as at the relevant reporting date.

For reference, the notification thresholds are expressed directly in Vietnamese dong (VND), namely VND6 trillion for turnover/assets and VND2 trillion for transaction value (please note that these changes apply only to economic concentration transactions where the participating enterprises are NOT credit institutions, insurance enterprises, or securities companies).

Because the legislation does not prescribe a specific conversion methodology, parties should adopt a reasonable and consistent approach and explain that approach in the filing where foreign-currency figures are used.

Joint ventures are expressly recognised as a form of economic concentration under Vietnamese competition law. A joint venture arises where two or more enterprises contribute part of their assets, rights, obligations and lawful interests to establish a new enterprise. Accordingly, the creation of a new joint venture, including a “green field” joint venture, may constitute an economic concentration.

On the other hand, where a party acquires joint control over an existing undertaking through the acquisition of shares, capital contributions or assets sufficient to control or influence that undertaking, the transaction would typically be analysed as an acquisition rather than as the formation of a joint venture. Both acquisitions and joint ventures constitute forms of economic concentration and may therefore be subject to merger notification where the applicable jurisdictional thresholds are met.

No separate notification thresholds apply specifically to joint ventures. The general thresholds relating to assets, turnover, transaction value and combined market share apply equally to acquisitions and joint ventures.

Unlike the European Union merger control regime, Vietnamese law does not distinguish between full-function and non-full-function joint ventures for jurisdictional purposes. Instead, the analysis focuses on whether the transaction falls within one of the statutory forms of economic concentration and whether the relevant notification thresholds are satisfied.While there is a credible argument that a joint venture with no actual or foreseeable activities in Vietnam is unlikely to give rise to significant anti-competitive effects in the Vietnamese market, the Competition Law does not expressly exclude such transactions from the notification regime. Therefore, where the notification thresholds are met by the parent groups, a conservative approach would generally favour filing or consulting with the VCC, particularly given the limited published precedent on purely extra-territorial joint ventures.

Vietnamese merger control rules do not contain detailed provisions addressing multi-step transactions or requiring separate notifications for different stages of the same overall transaction.

In practice, the VCC generally assesses the transaction based on its overall economic substance and the resulting change in control or market structure. Where a series of inter-related transactions forms part of a single commercial arrangement and is interdependent in achieving the intended concentration, the transaction would generally be reviewed as a single economic concentration.

However, separate filings may be required where legally distinct transactions constitute separate economic concentrations and are capable of being implemented independently of one another. This assessment is highly fact-specific and depends on the structure of the transaction and the relationship between the various steps.

Vietnamese Competition Law does not provide specific guidance regarding consortium acquisitions, warehousing structures or special purpose acquisition vehicles. Consequently, parties should analyse whether each transaction step independently results in a merger, consolidation, acquisition or joint venture that constitutes a separate economic concentration.

No filing fee currently applies to merger notifications. Accordingly, if multiple notifications were required, no separate filing fees would be payable.

The jurisdictional thresholds, including total assets, total turnover and market share, apply equally to domestic and foreign-to-foreign transactions. However, where an economic concentration is carried out outside the territory of Vietnam, the transaction value threshold does not apply.

Although the thresholds generally require some connection with Vietnam, there is no express requirement that the target itself have assets, turnover or operations in Vietnam. In particular, the asset and turnover thresholds may be satisfied by one transaction party and its affiliated group. As a result, a filing obligation may potentially arise even where the target or joint venture has limited or no direct presence in Vietnam. A foreign-to-foreign merger occurring outside Vietnam is not exempted, as long as a threshold is met. The local nexus/effects are not key and decisive factors for exemption from merger filing, but thresholds are.

There appear to be limited published enforcement practice relating specifically to transactions involving a target with no nexus whatsoever to Vietnam. Nonetheless, given the mandatory and suspensory nature of the regime, parties should exercise caution before concluding that a filing is unnecessary solely because the target lacks Vietnamese operations.

In practice, in this case, parties commonly seek official guidance from the VCC and carefully assess whether the transaction may nevertheless have actual or potential effects on the Vietnamese market. The Competition Law focuses on economic concentrations that cause or are capable of causing significant anti-competitive effects in the Vietnamese market, which reflects an effects-based approach to merger review.

Not applicable.

The VCC is responsible for conducting a preliminary assessment of an economic concentration. This assessment covers (i) the combined market share of the participating enterprises in the relevant market, (ii) the level of market concentration before and after the transaction, and (iii) the relationship between the participating enterprises in the production, distribution and supply chain for the relevant goods or services, or whether the business activities of the participating enterprises are upstream, downstream or complementary to one another. Within 30 calendar days from receiving a complete and valid notification dossier, the VCC must issue a notice stating either (i) that the economic concentration may be implemented or (ii) that it is subject to an official assessment.

If subject to the official assessment phase, the VCC will evaluate:

• the actual or potential significant anti-competitive effects of the proposed economic concentration and possible remedies to address those effects;
• the positive effects of the economic concentration and measures capable of enhancing those positive effects; and
• the overall balance between the potential anti-competitive effects and the potential positive effects of the economic concentration.

The VCC may consider both horizontal and non-horizontal effects, including vertical and conglomerate effects, when assessing a transaction.

A transaction may be approved unconditionally, approved conditionally, or prohibited if it is found to cause or be likely to cause significant anti-competitive effects.

No separate substantive merger assessment tests apply to particular sectors under the Competition Law, although sector-specific regulatory approvals may be required under separate legislation.

Yes. When assessing an economic concentration, the VCC may consider not only anti-competitive effects but also a number of broader economic factors specifically recognised under the Competition Law.

These factors include:

• positive impacts on the development of industries and sectors, and on science and technology, in accordance with the State’s strategies and plans;
• positive impacts on the development of small and medium-sized enterprises;
• enhancing the competitiveness of Vietnamese enterprises in the international market.

Such considerations do not replace the competition assessment but may form part of the overall evaluation of the transaction. Vietnam’s approach therefore differs to some extent from jurisdictions that focus exclusively on competition effects and consumer welfare.

Vietnamese merger control legislation does not contain specific provisions regarding ancillary restraints in connection with cleared economic concentrations.

Nor has the VCC issued detailed guidance comparable to the European Commission’s guidance on directly related and necessary restraints.

As a result, parties are generally required to self-assess ancillary restrictions under the Competition Law’s general rules on anti-competitive agreements.

In principle, restrictions such as non-compete, non-solicitation and confidentiality obligations may be permissible where they are reasonably necessary to implement the transaction and are proportionate in scope, duration and geographic coverage.

Vietnamese law does not prescribe a statutory maximum duration for non-compete obligations imposed on a seller in connection with an acquisition. Accordingly, their enforceability should be assessed on a case-by-case basis having regard to necessity and proportionality.

No. Vietnamese Competition Law does not impose a statutory deadline (whether in calendar days or working days) within which a notification must be submitted.

Instead, the relevant requirement is that a notifiable transaction must be notified to the VCC and cleared before implementation.

Accordingly, parties may submit a notification at any time after sufficient information and transaction documentation are available, provided that completion does not occur before clearance is obtained.

The filing requirement cannot be satisfied merely by submitting a short-form notice or letter informing the VCC of the transaction. A complete notification dossier meeting the statutory requirements must be submitted in order for the review period to commence.

The legislation does not expressly require the parties to have signed a definitive transaction agreement before filing.

In practice, a notification may be submitted once the parties have reached a sufficiently concrete agreement regarding the proposed transaction and can provide the information and supporting documentation required under the merger filing dossier.

This may occur following the execution of a memorandum of understanding, letter of intent, term sheet or similar transaction document, provided that the parties are able to describe the structure of the transaction with adequate certainty.

As a practical matter, however, many filings are submitted after the principal transaction documents have been negotiated or executed, as doing so facilitates preparation of the merger filing dossier.

Yes, but only in complex or novel transactions or where there are uncertainties regarding the merger filing procedures.

Although pre-notification discussions are not mandatory, parties may engage informally with the VCC before submitting a notification (the “Letter”), particularly in complex or novel transactions or where there are uncertainties regarding the merger filing procedures. There is no prescribed timeline within which the VCC must respond to the Letter. However, in our experience, the VCC generally provides guidance within approximately 60 days. That said, depending on the VCC’s workload from time to time or the complexity of the matter, a longer response time may be required.

The review procedure comprises: (i) receipt of concentration notification dossier, (ii) a preliminary appraisal and, where necessary, an official appraisal of the economic concentration.

First, under Article 35.2 of the Competition Law, in the event of no extension applied, within 7 working days from receipt of a concentration notification dossier, the VCC shall notify in writing that whether the application is complete and valid.

Secondly, within 30 days from the date of receipt of a complete and valid economic concentration notification dossier, the VCC shall issue a notice of the preliminary appraisal results, stating either that:

(i) the economic concentration may be implemented; or

(ii) the economic concentration must undergo official appraisal.

Upon expiry of this period, if the VCC has not issued a notice of the preliminary appraisal results, the economic concentration may be implemented and the VCC shall not issue a notice requiring the economic concentration to undergo official appraisal.

Thirdly, the VCC shall conduct the official appraisal of the economic concentration within 90 days from the date of issuance of the notice of the preliminary appraisal results requiring official appraisal.

Upon completion of the official appraisal, based on the contents of the official appraisal, the VCC shall issue a decision stating one of the following:

(i) the economic concentration may be implemented;

(ii) the economic concentration is subject to conditions prescribed in Article 42 of the Competition Law; or

(iii) the economic concentration is prohibited.

The decision on the economic concentration shall be sent to the enterprises participating in the economic concentration within five working days from the date of issuance.

Where an economic concentration is subject to official appraisal, its implementation before the VCC issues a decision under Article 41 constitutes a violation of the provisions on economic concentration.

The extension of the official appraisal period and the exclusion of time spent supplementing information and documents are addressed in our responses of Question 20.

The timetable may be affected by the completeness of the filing and by the complexity of the appraisal.

Where the initial dossier is incomplete or invalid, the VCC must identify the required amendments or additional documents in writing. The parties have 30 days from that notice to supplement the dossiers. If they do not respond, or their response remains insufficient when that period expires, the dossier is returned. The preliminary appraisal clock does not start until the VCC has received a complete and valid dossier; a returned filing therefore requires a fresh submission if the parties wish to proceed.

For a complex transaction, the VCC may extend the official appraisal period by up to 60 days and must notify the filing parties in writing. The basic 90-day official appraisal may therefore become 150 days, before excluding time spent supplying requested information.

During the official appraisal, the VCC may formally request additional information from the notifying parties on no more than two occasions. The time taken by the parties to provide the requested information is excluded from the review period. If the parties fail to provide the information, or provide an insufficient response, the VCC may assess the transaction on the information available. The legislation does not prescribe a single maximum duration for all such information-related suspensions.

The offer of remedies and third-party consultation do not themselves trigger a separate statutory extension or restart. Where the statutory conditions are satisfied, an extension for a complex case or a request for supplementary information and documents may be made during the official appraisal. The Competition Law does not provide for an extension of the preliminary appraisal period on account of third-party intervention.

False or manipulated information may have more serious consequences than a timing delay. In that case, the VCC may revoke the notice of completeness and validity of the dossier, the notice of results of preliminary valuation of the economic concentration, or the decision on approval for the economic concentration if it discovers that any party submitting the notification dossier has committed one or more of the violations as stipulated by law (refer to Question 33).

Under Vietnamese competition law, there is no separate fast-track procedure, simplified notification mechanism, or statutory entitlement to an expedited review. The statutory review periods are maximum periods, meaning that the VCC may issue its decision earlier, although an expedited outcome cannot be assured.

The enterprises participating in an economic concentration are required to submit the economic concentration notification dossier to the VCC before implementing the economic concentration where the applicable notification thresholds are met. Each participating enterprise may be subject to a penalty for failure to notify.

In cases of acquisitions of joint control and the creation of new JVs, the enterprises participating in the economic concentration must be identified by reference to the acquisition structure and the statutory definition of an acquisition. This generally requires consideration of the acquiring enterprise and the enterprise being acquired. Whether a seller is also a participating enterprise depends on its role in the relevant transaction. Inclusion of a seller’s group in the calculation of a notification threshold does not, by itself, determine responsibility for notification.

Where an acquisition confers joint control, the acquiring enterprises and the enterprise being acquired must be considered when identifying the participating enterprises. For the establishment of a joint venture, the enterprises contributing part of their assets, rights, obligations and lawful interests to establish the new enterprise are responsible for notification.

The participating enterprises may coordinate the preparation of a single notification dossier and authorise a representative to submit it and liaise with the VCC. Such authorisation does not discharge the participating enterprises from their notification obligations or their responsibility for the truthfulness of the notification dossier.

• The scope of information that is required to be included in the filing form;

The notification must explain the identity and business activities of the participating enterprises, their ownership and affiliated groups, the transaction structure and the basis on which the notification thresholds are met.

The dossier must include information on the goods and services supplied by each party, the relevant markets, and each party’s market shares in the two consecutive years preceding the year of notification. It should explain horizontal overlaps, vertical or complementary relationships, market concentration, and the transaction’s possible competitive effects. Relevant financial information and the supporting documents are also required.

The statutory dossier additionally includes an assessment of the transaction’s positive effects and measures to enhance them, together with a proposal to address potential anti-competitive effects.

• The circumstances in which additional information is required to be provided;

The VCC may require clarification or additional evidence to establish completeness or assess the transaction, including information supporting market definitions, turnover allocation, market-share estimates, control rights and proposed remedies. Further information may also be requested during the official appraisal.

• The circumstances (if any) in which a “short form” filing can be used and how the information requirements for such a filing differ from standard filings.

There is no statutory short-form filing. A straightforward transaction may require less substantive explanation, but it must still satisfy the prescribed notification and supporting-document requirements.

A notification dossier shall consist of:

a) A notification of economic concentration issued by the VCC;

b) Agreed contents of the economic concentration or draft contracts, memorandum of understanding regarding economic concentration between/among enterprises;

c) Valid copies of the business registration certificates of similar documents of all enterprises engaging in economic concentration;

d) Financial statements of all enterprises engaging in economic concentration in two consecutive years before the notification year or, in case of newly-established enterprises, from the establishment time to the notification time as per the law;

e) The list of parent companies, subsidiaries, associate companies, branches, representative offices and other affiliated entities of every enterprise engaging in economic concentration (if any);

f) The list of goods, services dealt in by each enterprise engaging in economic concentration;

g) Information about market shares in the sector where economic concentration will take place held by every enterprise engaging in economic concentration in 2 consecutive years before the notification year;

h) Proposed remedies for possible anti-competitive effects of the economic concentration;

i) Report on assessment of positive effects of economic concentration and measures to enhance the positive effects of economic concentration.

The notification should be signed by the participating enterprises’ legal representatives or duly authorised representatives, subject to the applicable execution requirements. Where a representative is authorised to sign or submit the dossier, the dossier should include a power of attorney or other document evidencing that authority from the relevant enterprise.

Vietnamese translations are required if documents in the dossier are made in foreign language.

The Vietnamese statutory merger-notification procedure does not prescribe a government filing fee.

The VCC may publish information concerning particular economic concentrations or its appraisal activities on its official website for a period of 90 consecutive days, subject to the applicable confidentiality requirements. The statutory obligation to publish decisions on economic concentration applies only after those decisions take legal effect. Publication of a decision is distinct from an announcement that a notification dossier has been submitted.

Yes. During appraisal of an economic concentration, the VCC has the right to consult the authorities managing the industries or sectors in which the participating enterprises operate. Within 15 calendar days from receipt of the VCC’s written request for consultation, the consulted authority shall provide a written response on the matters referred to it.

The VCC may also consult other relevant enterprises, organisations and individuals. Depending on the issues under appraisal, these may include competitors, customers, suppliers, trade associations and consumer organisations. The Competition Law does not prescribe a single consultation period applicable to all such third parties.

Consultation may be undertaken during appraisal, including in relation to the relevant markets, competitive effects or proposed remedies. There is no statutory requirement to conduct a public market test in every case, and no separate statutory exemption from consultation for transactions that do not raise competition concerns.

The VCC is responsible for protecting the confidentiality of information and documents provided to it in accordance with law.

The Competition Law does not require publication of the economic concentration notification dossier, its supporting documents or the participating enterprises’ responses to requests for supplementary information. Nor does it establish a general right for third parties to inspect those submissions. Information may be used for consultation during appraisal, subject to the VCC’s duty to protect its confidentiality in accordance with law.

The President of the VCC shall decide the contents related to State secrets or trade secrets which are not to be disclosed stipulated by laws.

The VCC may also publish non-confidential information on particular economic concentrations or summaries of its activities. There is no prescribed timeline for publication of summaries of notification dossiers or other submissions.

Yes. The VCC cooperates with foreign competition authorities through bilateral arrangements and regional and international cooperation mechanisms. Under the Competition Law, international cooperation in competition proceedings may include consultation, exchange of information and documents, and other appropriate cooperation activities in accordance with Vietnamese law and international treaties to which Vietnam is a party.

Published cooperation arrangements include the memorandum of understanding signed with China’s State Administration for Market Regulation in April 2025. The VCC’s annual report also records cooperation within ASEAN, including work on a merger information-sharing portal, and participation in activities of the International Competition Network, the OECD and APEC. These arrangements facilitate cooperation but do not replace the requirement for notification and appraisal in Vietnam.

Vietnamese merger control legislation does not prescribe a specific penalty for refusal to grant a voluntary waiver permitting disclosure of confidential information to another competition authority. Such refusal does not affect a statutory obligation to provide information and documents to the VCC. Any exchange of confidential information remains subject to the applicable legal requirements, and a decision of a foreign competition authority does not substitute for the Vietnamese appraisal procedure.

Under Vietnamese Competition Law, a conditional economic concentration is permitted to be implemented but subject to one or more of the following conditions:

(i) Total or partial division, resale of partial capital holding of enterprises engaging in economic concentration;

(ii) Control of the content related to the purchase and sale prices of goods, services or other trading conditions in business contracts of enterprises formed after the economic concentration;

(iii) Remedies to rectify the probability of causing adverse effects on competition on the market;

(iv) Other measures to enhance the positive effects of economic concentration.

Accordingly, both structural and behavioural remedies are available. Published decisions include economic concentrations subject to conditions. However, the currently available published information is insufficient to establish the relative frequency of behavioural remedies in Vietnam compared with the EU or the US.

For divestment remedies:

• does the authority require an up-front buyer, i.e. a requirement that the parties refrain from closing their transaction until they have signed a binding agreement for the sale of the divestment to a third party?  If so, how often?

The Competition Law does not prescribe a generally applicable procedure or exhaustive criteria for approving a divestment purchaser. Any purchaser approval requirement must be assessed on a case-by-case basis, taking into account the conditions imposed.

• does the authority require that third party purchasers of divestment businesses are approved by the authority as suitable? If so, what criteria does the authority apply when assessing whether a buyer is suitable?

The Competition Law does not set out a separate, generally applicable procedure or exhaustive criteria for approval of a divestment purchaser. Any requirement for purchaser approval must be considered by reference to the conditions imposed in the particular case, on a case-by-case basis.

By laws, the notification dossier must include a plan to remedy the potential anti-competitive effects of the economic concentration, together with a report assessing its positive effects and measures to enhance those effects. The participating enterprises may therefore submit proposed measures with the notification dossier and supplement them during appraisal. The law does not prescribe a separate deadline for submission of a final remedies proposal.

A decision approving a conditional economic concentration is issued upon completion of the official appraisal. At the preliminary appraisal stage, the VCC shall notify the parties that the economic concentration may be implemented or that it must undergo official appraisal. The Competition Law does not provide for a decision imposing conditions at the preliminary appraisal stage.

During appraisal, the VCC may consult the relevant sector authorities and other enterprises, organisations and individuals, including on the competitive effects of proposed measures. There is no statutory requirement for a public market test of every remedies proposal.

The enterprises participating in a conditional economic concentration must fully comply with the conditions specified in the VCC’s decision before and after implementation of the economic concentration. The timing and manner of compliance, including any divestment, reporting or purchaser-approval requirements, depend on the conditions specified in that decision.

Measures accepted by a foreign competition authority may be relevant to the appraisal where they address effects on the Vietnamese relevent market. However, the law does not provide for automatic recognition of those measures or require the VCC to dispense with conditions in Vietnam. Their relevance must be assessed on a case-by-case basis, taking into account the circumstances of the economic concentration.

Each enterprise participating in a notifiable economic concentration may be penalised for failure to notify or for implementing the economic concentration in breach of a statutory prohibition. These provisions apply equally to economic concentrations implemented in Vietnam and outside Vietnam where Vietnamese notification requirements apply.

Under Decree No. 75/2019/ND-CP, as amended by Decree No. 102/2026/ND-CP, each enterprise that fails to notify is subject to the following fines:

(i) VND 500 million to VND 1 billion where its total assets, total sales turnover and total purchase turnover in the Vietnamese market are each below VND 3 trillion in the financial year immediately preceding the year in which the economic concentration is implemented; or

(ii) VND 1 billion to VND 2 billion where its total assets, total sales turnover or total purchase turnover in the Vietnamese market are VND 3 trillion or more in that financial year.

The fine must not exceed 5% of the violating enterprise’s total turnover in the relevant market in the financial year immediately preceding the year in which the violation is committed. Accordingly, subject to the special cases described below, the maximum fine is VND2 billion, capped at 5% of that turnover.

The same fine ranges and ceiling apply where an enterprise implements an economic concentration before the VCC issues its notice of the preliminary appraisal results, except where implementation is permitted upon expiry of the statutory preliminary appraisal period, or before the VCC issues its decision where official appraisal is required.

A fine of VND 100 million to VND 200 million applies where the violating enterprise’s turnover in the relevant market in the preceding financial year in the financial year immediately preceding the year of the violation is zero. This range also applies where the participating enterprises do not operate in the same relevant market, do not operate at different stages of the same production, distribution or supply chain for particular goods or services, and do not conduct business activities that are inputs for, or complementary to, one another. Where the participating enterprises have such a vertical or complementary relationship, the turnover calculation covers all relevant markets connected with the violation.

Notification must be made before implementation of the economic concentration. The Competition Law does not prescribe a separate notification deadline calculated from the date of signing the transaction documents. Submission of a notification dossier after implementation does not remove liability for failure to notify or unlawful implementation.

Failure to comply, or to comply fully, with the conditions specified in a decision on economic concentration is subject to a fine of 1% to 3% of the violating enterprise’s total turnover in the relevant market in the financial year immediately preceding the year of the violation, together with an order to comply fully with those conditions. Implementation contrary to a decision prohibiting the economic concentration is subject to a fine of 1% to 5% of the corresponding turnover. Remedial measures for implementation contrary to a prohibition decision may include division or separation of a merged or consolidated enterprise; resale of part or all of the acquired capital contributions or assets; and controls over prices or other contractual terms. The special fine provisions described above must also be considered where applicable.

No specific criminal penalty or term of imprisonment is prescribed for failure to notify or premature implementation alone. The competition legislation does not provide that every such procedural violation automatically invalidates the transaction agreement. Contractual validity and liability must be assessed under the applicable civil law and transaction documents. Remedial measures imposed by the competent authority may affect an implemented transaction, and compensation for damage may be required where the statutory conditions are satisfied.

The enterprise submitting an economic concentration notification dossier is responsible for its truthfulness. Where the dossier is incomplete or invalid, the VCC shall request specific amendments or supplements. If the submitting party does not comply, or complies insufficiently, within 30 days from issuance of that request, the VCC shall return the dossier. The preliminary appraisal period commences only upon receipt of a complete and valid dossier.

Under Decree No. 102/2026/ND-CP amending Decree No. 75/2019/ND-CP, an organisation may be fined VND 20 million to VND 50 million for providing false or untruthful information or documents, falsifying information or documents, coercing another person to do so, or concealing or destroying information or documents relating to a competition case. The provision expressly includes parties submitting economic concentration notification dossiers. The corresponding maximum fine for an individual is VND 25 million.

Providing incomplete information or documents in response to a request in the investigation, competition-case handling or exemption-application review circumstances specified in the sanctions decree is subject to a fine of VND 20 million to VND 30 million for an organisation. Failure to provide information or documents in those circumstances is subject to a fine of VND 20 million to VND 50 million. For individuals, the corresponding maximum fines are VND 15 million and VND 25 million, respectively. These offences must be assessed by reference to their prescribed scope; an omission from an initial notification dossier does not automatically constitute each of those offences. The competent authority may also order the provision of complete and truthful information and documents.

Where the VCC finds that a notifying party has engaged in the specified conduct involving false information, coercion, concealment or destruction of information and documents, and that conduct has distorted the statutory appraisal outcome, the VCC shall issue a decision revoking the notice of completeness and validity of the dossier, the notice of the preliminary appraisal results or the decision on the economic concentration, as applicable.

During official appraisal, where the requested party fails to provide supplementary information and documents, or provides insufficient information and documents, the VCC shall consider and decide on the basis of the information and documents available.

Yes. Under the Competition Law, the VCC may issue decisions permitting an economic concentration, permitting it subject to conditions, or prohibiting it. Such a decision may be challenged where it constitutes an administrative decision affecting the claimant’s lawful rights or interests. A third party not participating in the transaction may also bring proceedings if it establishes that the decision affects its own lawful rights or interests.

Under Article 31.3 of the Law on Administrative Procedures, first-instance jurisdiction lies with the regional People’s Court covering the claimant’s place of residence, workplace or head office. If the claimant has none of these in Vietnam, jurisdiction lies with the Court for the location of the competent authorities issuing the decision.

The general limitation period is one (01) year from the date on which the claimant receives or becomes aware of the decision. A prior administrative complaint is not generally required. By laws, the ordinary period for preparation for trial is four (04) months from acceptance of the case, extendable once by up to two (02) months for a complex case or an objective obstacle. However, these are statutory preparation periods, not an estimate of the total duration of court proceedings.

The Competition Law separately provides the following complaint procedures concerning competition law violations:

• Complaints concerning alleged violations: Under Articles 77–80, organisations or individuals who consider that a competition law violation infringes their lawful rights or interests may lodge a complaint with the VCC within three (03) years from the alleged conduct. VCC Chairperson shall issue decision handling competition cases within 30 days after receiving case files, investigation report and conclusion.
• Complaints against decisions handling competition cases: Under Articles 96–100, an organisation or individual disagreeing with all or part of such a decision may complain to the VCC Chairperson within 30 days of receipt.

Under Article 103, a dissatisfied organisation or individual may challenge the resulting complaint-resolution decision in Court within 30 days of receipt.

The VCC’s 2025 annual report records receipt of 273 economic concentration notification dossiers, including 206 submitted through the online public service portal. It issued notices permitting implementation following preliminary appraisal in 168 cases and notices requiring official appraisal in 12 cases. Of those 12 cases, seven resulted in decisions permitting implementation subject to conditions.

Of the 175 economic concentrations reported as permitted, with or without conditions, 57 were implemented outside Vietnam. These figures demonstrate the continuing relevance of Vietnamese notification and appraisal requirements to international transactions.

The report describes conditional decisions in transactions involving maritime container transport and port-related activities, gypsum boards and pharmaceuticals. The cases indicate scrutiny of control rights, market structure and the potential anti-competitive effects of particular economic concentrations. The report also records verification of 13 suspected violations concerning economic concentration and one investigation into an economic concentration case.

The use of the online public service portal accounts for a substantial proportion of notifications. However, submission through that portal does not alter the statutory requirement that the preliminary appraisal period commences upon receipt of a complete and valid dossier.

In 2026, Resolution 66.18/2026/NQ-CP increased the general notification thresholds based on assets, turnover and transaction value from 1 July 2026, subject to its scope and period of application. Decree No. 102/2026/ND-CP, effective from 20 May 2026, amended the fines for failure to notify and unlawful implementation, and introduced express provisions for revocation of notification and appraisal outcomes distorted by specified information-related misconduct.

On 7 August 2026, the VCC published for consultation the Ministry of Industry and Trade’s draft decree replacing Decree No. 35/2020/ND-CP. The proposed replacement forms part of the programme to decentralise powers and reduce and simplify administrative procedures and business conditions, including implementation of Resolution 66.18/2026/NQ-CP.

The increased general notification thresholds under Resolution 66.18/2026/NQ-CP have applied since 1 July 2026. The Resolution is stated to apply until 28 February 2027, subject to its provisions on replacement legislation. Transactions planned around the expiry of that period will therefore require assessment under the legislation and transitional provisions applicable at the relevant time.

The amendments to the administrative sanctions regime under Decree No. 102/2026/ND-CP have been in force since 20 May 2026 and form part of the current legal framework.