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Vietnam’s competition law regime has entered a more active and sophisticated stage. As Vietnam continues to attract foreign investment, expand digital commerce, strengthen domestic enterprises, and integrate into regional and global supply chains, businesses must pay closer attention to competition law Vietnam, antitrust compliance Vietnam, merger control Vietnam, economic concentration Vietnam, and abuse of dominance Vietnam.
For many years, competition law in Vietnam was often treated as a secondary legal issue. That position is no longer safe. The current framework under the 2018 Competition Law, Decree No. 35/2020/ND-CP, and the operation of the Viet Nam Competition Commission has created a more structured and effects-based regime for controlling anti-competitive conduct, merger transactions, market concentration, and abuse of market power.
For domestic companies, foreign-invested enterprises, multinational corporations, investment funds, technology platforms, manufacturers, distributors, retailers and digital businesses, competition compliance should now be reviewed before signing major contracts, completing M&A transactions, implementing distribution systems, launching pricing strategies, or expanding into data-driven digital markets.
1. Why Competition Law in Vietnam Matters More Than Before
The legal and regulatory environment for competition law Vietnam has changed significantly. Vietnam’s economy is becoming more digitalized, more integrated into global supply chains, and more exposed to cross-border investment, technology, e-commerce, artificial intelligence, data processing, platform business models and market dominance issues.
ASL LAW, a top-tier Vietnam Antitrust law firm’s internal service profile also emphasizes that competition law, antitrust regulation, unfair competition rules and data protection compliance are evolving rapidly in Vietnam, creating new legal and compliance challenges for both domestic and multinational businesses.
Competition law may affect a wide range of business decisions, including:
- mergers and acquisitions;
- joint ventures;
- share or asset acquisitions;
- exclusive distribution arrangements;
- resale pricing and discount policies;
- franchise and agency structures;
- commercial cooperation with competitors;
- data sharing and platform access;
- digital advertising and algorithmic recommendations;
- market entry strategies;
- conduct by companies with strong market positions;
- unfair competition and consumer-facing practices.
The practical message is clear: companies should no longer wait until a regulator raises questions. Competition risk should be assessed before implementation.
2. New and Recent Developments in Vietnam Competition Law
When discussing “new rules” under Vietnamese competition law, businesses should understand that the most important recent changes are not limited to one newly issued legal document. The current “new phase” of competition regulation in Vietnam is reflected in the combination of a modern effects-based legal framework, the establishment and operation of the Viet Nam Competition Commission, the standardization of economic concentration notification procedures, and more visible enforcement activity.
2.1. A modern effects-based approach under the 2018 Competition Law
The 2018 Competition Law, effective from 1 July 2019, together with Decree No. 35/2020/ND-CP, introduced a more transparent and internationally aligned regime for economic concentration Vietnam and merger control Vietnam. According to the Viet Nam Competition Commission, the 2018 law replaced the previous framework and introduced a modern regime designed to address limitations of the old system.
Under this approach, Vietnam does not simply look at formal transaction structure. The key question is whether a transaction, agreement or conduct causes or is likely to cause substantial anti-competitive effects in the Vietnamese market.
This is particularly important for M&A transactions, joint ventures, acquisitions, platform consolidation and sectoral concentration in industries such as real estate, industry, services, energy, minerals, technology, consumer goods and logistics.
2.2. Mandatory pre-transaction notification for qualifying economic concentrations
A major feature of the current regime is mandatory notification for certain economic concentration transactions. The VCC’s official publication explains that enterprises involved in economic concentration must submit a pre-transaction notification dossier to the VCC if the transaction meets the notification thresholds under the law.
Under Decree No. 35/2020/ND-CP, notification thresholds may be triggered by:
- total assets in Vietnam;
- total sales or purchase revenue in Vietnam;
- transaction value;
- combined market share in the relevant market.
The VCC publication states that the general thresholds include VND 3,000 billion for total assets in Vietnam, VND 3,000 billion for total sales or purchase revenue in Vietnam, VND 1,000 billion for transaction value, and 20% combined market share in the relevant market, with separate thresholds for certain regulated sectors.
This is one of the most important practical points for companies considering merger control Vietnam. A transaction may require filing even where the parties do not initially view the transaction as anti-competitive.
2.3. Establishment and active role of the Viet Nam Competition Commission
The Viet Nam Competition Commission is now the central authority for merger control and competition law enforcement. The VCC publication states that from 1 April 2023, competition management functions were transferred to the Viet Nam Competition Commission, which was established under Decree No. 03/2023/ND-CP. As a result, many businesses are increasingly seeking support from Competition lawyers in Vietnam and a Vietnam competition law firm to navigate merger control procedures and broader competition compliance requirements.
This institutional change matters. Businesses should expect competition law matters to be reviewed by a more specialized authority with increasing experience in economic concentration filings, market analysis, competition investigations and compliance monitoring. In this evolving regulatory environment, working with experienced Competition lawyers in Vietnam and a reputable Competition law firm in Vietnam can help companies reduce legal risks and maintain compliance with Vietnamese competition regulations.
2.4. Standard notification form for economic concentration transactions
Another practical development is the standardization of filing procedures. The VCC publication notes that on 19 May 2023, the VCC Chairman issued Decision No. 28/QD-CT promulgating the standard notification form for economic concentration transactions to facilitate enterprise compliance with pre-merger filing obligations.
This means businesses preparing M&A, joint venture or acquisition transactions should prepare competition filing information early, including corporate information, transaction structure, relevant market analysis, revenue and asset data, transaction value, market share estimates and supporting documents through corporate lawyers in Vietnam.
2.5. Rising number of merger filings and stronger enforcement signal
The VCC reported that economic concentration notifications increased from 63 filings in 2020 to 197 filings in 2024, a rise of more than 200%. It also noted that foreign enterprises outnumbered domestic enterprises for the first time in 2024 among enterprises involved in notified economic concentration transactions.
This confirms that economic concentration Vietnam is no longer a theoretical compliance topic. It is now a practical issue for both Vietnamese and foreign businesses.
The VCC also reported a 2024 enforcement case involving failure to notify an economic concentration transaction in the chemical sector, resulting in administrative fines imposed on the relevant enterprises.
2.6. Potential reform of administrative sanctions
Businesses should also monitor potential future amendments. A 2026 Vietnam merger control report notes that the VCC is reviewing the competition law framework and the administrative sanction decree, including proposals to increase fines for failure to file, gun-jumping, conducting blocked transactions and violations of information obligations during review. The same source notes that there is not yet official information on final approval or enactment timing.
Accordingly, companies should treat compliance with merger control Vietnam and antitrust compliance Vietnam as a board-level risk issue, especially for transactions involving sizeable Vietnamese assets, revenues, market shares or strategic sectors.
3. Merger Control Vietnam: What Businesses Should Know
Merger control Vietnam applies to economic concentration transactions that may affect competition in the Vietnamese market. Economic concentration may include mergers, consolidations, acquisitions, joint ventures and other forms prescribed by law.
The 2018 Competition Law defines economic concentration to include merger, consolidation, acquisition of enterprises, joint ventures and other forms as prescribed by law.
A transaction may require filing before implementation if it meets applicable thresholds. The review procedure generally involves a preliminary review and, where necessary, an official assessment. The VCC publication states that preliminary reviews may be conducted within 30 days and full assessments within 90 days, extendable by 60 days.
For investors and transaction teams, the key legal questions include:
- Is the transaction an economic concentration under Vietnamese law?
- Are the asset, revenue, transaction value or market share thresholds triggered?
- Does the transaction involve Vietnam even if it is structured offshore?
- What is the relevant market?
- What are the parties’ market shares?
- Could the transaction create or strengthen market power?
- Is there any risk of delaying closing?
- Should merger control filing be included as a condition precedent?
- What information should be prepared for the VCC?
Businesses should involve Vietnam merger control lawyers early in the transaction timeline, particularly where a deal involves competitors, suppliers, distributors, platform businesses, regulated sectors or large transaction values.
4. Economic Concentration Vietnam: More Than a Filing Requirement
Economic concentration Vietnam should not be understood only as a formality. It reflects the regulator’s concern that certain transactions may reduce the number of independent competitors, create dominant or monopolistic entities, increase barriers to entry, affect consumer choice, reduce innovation or distort market structure.
The ASEAN competition portal summarizes Vietnam’s merger control regime as being governed by the 2018 Competition Law and Decree No. 35/2020/ND-CP, which set out substantive assessment guidelines and notification thresholds. It also states that Vietnam prohibits concentrations that create or are likely to create significant restriction to competition in any market in Vietnam.
In practice, economic concentration analysis may require review of:
- market definition;
- market shares;
- market concentration before and after the transaction;
- barriers to entry;
- buyer power;
- competitive pressure from remaining competitors;
- vertical or conglomerate effects;
- efficiencies;
- consumer impact;
- innovation and technology effects;
- data access and platform control.
For foreign investors, the important point is that Vietnam may review transactions with a Vietnamese market impact. Offshore deals should not be assumed to fall outside Vietnamese competition law merely because the signing or closing occurs outside Vietnam.
5. Antitrust Compliance Vietnam: Managing Day-to-Day Business Risk
Antitrust compliance Vietnam covers more than M&A filing. It also concerns ordinary commercial conduct, contracts, policies and communications. In practice, many companies work with Antitrust lawyers in Vietnam and an Antitrust and competition law firm in Vietnam to identify and manage compliance risks before they develop into regulatory investigations or disputes.
Companies operating in Vietnam should review antitrust compliance risks in:
- distribution agreements;
- agency and franchise agreements;
- exclusive supply arrangements;
- resale price maintenance;
- minimum advertised price policies;
- loyalty rebates;
- bundling and tying;
- non-compete obligations;
- market allocation;
- customer allocation;
- information exchange;
- industry association meetings;
- joint bidding or joint purchasing;
- digital platform terms;
- algorithmic pricing or recommendation systems.
A strong antitrust compliance program should include internal policies, contract review, employee training, approval procedures, dawn raid response protocols and periodic audits. ASL LAW’s competition, anti-trust and data protection practice includes competition compliance, review of commercial agreements, anti-competitive conduct assessment, abuse of dominance matters, merger control and economic concentration filings, competition compliance in M&A and joint ventures, internal policies, training, regulatory investigations and dawn raid response.
Businesses often engage Vietnam Antitrust lawyers and an experienced Antitrust and competition law firm in Vietnam to strengthen compliance frameworks and respond effectively to competition authority inquiries.
6. Abuse of Dominance Vietnam: Risks for Companies with Market Power
Abuse of dominance Vietnam is particularly relevant for companies with strong market positions, network effects, control over essential inputs, platform power, data advantages or customer dependency.
Abuse of dominance risks may arise where a company:
- imposes unfair purchase or selling prices;
- restricts production, distribution or market access;
- applies discriminatory conditions;
- forces unrelated obligations on customers or partners;
- refuses to deal without legitimate grounds;
- uses exclusivity to foreclose competitors;
- engages in predatory pricing;
- ties or bundles products or services;
- controls platform visibility or ranking in a discriminatory way;
- uses data access to disadvantage competitors.
In digital markets, market power can be reinforced by data, network effects, algorithmic systems and platform ecosystems. Research on AI-driven and digital operating models has noted that network and learning effects can increase market concentration and change the nature of competition. This is why Vietnamese businesses operating digital platforms, e-commerce marketplaces, fintech services, logistics platforms or AI-enabled services should treat abuse of dominance Vietnam as both a legal and strategic risk.
7. Competition Law Vietnam and Digital Markets
Vietnam’s competition law issues increasingly overlap with data protection, cybersecurity, e-commerce, digital platforms, advertising, AI and consumer protection. ASL LAW’s practice content specifically identifies legal developments relating to the Law on Competition, Law on Cybersecurity, Personal Data Protection Decree, digital platforms, e-commerce, AI, cross-border data processing and market dominance as creating new challenges for businesses in Vietnam.
Digital competition risks may arise from:
- control over user data;
- platform access restrictions;
- preferential treatment of own products or services;
- search ranking and recommendation systems;
- pricing algorithms;
- exclusive digital ecosystems;
- cross-border data sharing;
- online advertising practices;
- unfair terms imposed on merchants or users;
- consumer protection and transparency issues.
For technology and platform companies, antitrust compliance Vietnam should be integrated with data protection compliance, cybersecurity compliance, consumer protection review and commercial contract governance with the oversight of data protection lawyers in Vietnam.
8. Practical Compliance Checklist for Businesses in Vietnam
Businesses operating in Vietnam should consider the following steps:
Step 1: Review M&A and investment transactions early
Before signing or closing any acquisition, joint venture or restructuring transaction, check whether the transaction may trigger merger control Vietnam or economic concentration Vietnam notification thresholds.
Step 2: Review commercial agreements
Distribution, agency, franchise, supply, cooperation and platform agreements should be reviewed for restrictive clauses, resale pricing issues, exclusivity, non-compete obligations and market access concerns.
Step 3: Identify market power risks
Companies with significant market share, strong brands, essential infrastructure, customer dependency, data advantage or platform control should assess abuse of dominance Vietnam risks before implementing pricing, access, bundling or exclusivity strategies.
Step 4: Build internal antitrust compliance
Businesses should provide competition law training for management, sales, business development, procurement, legal, compliance and M&A teams with the support of M&A lawyers in Vietnam.
Step 5: Prepare for regulatory inquiries
Companies should maintain a dawn raid and investigation response protocol, including rules on document preservation, employee communication and authority engagement.
Step 6: Integrate competition law with data and digital compliance
For digital businesses, competition compliance should be reviewed together with data protection, cybersecurity, AI governance, advertising, platform terms and consumer protection.
9. Why Early Legal Review Is Important
Competition law risks are often difficult to fix after a transaction has closed or a commercial policy has already been implemented. A missed merger filing, an anti-competitive clause, an aggressive exclusivity arrangement, or a risky pricing policy may lead to regulatory scrutiny, financial penalties, delayed transactions, reputational damage or disputes with competitors and business partners that should be consulted with Dispute resolution lawyers in Vietnam.
Early legal review allows companies to:
- identify filing obligations before signing or closing;
- adjust transaction documents;
- prepare regulatory submissions;
- revise risky contract clauses;
- design lawful distribution models;
- manage dominant position risks;
- train employees before problems arise;
- reduce exposure to investigations and penalties.
In Vietnam’s current regulatory environment, competition law should be treated as part of strategic business planning, not merely as a legal formality.
10. Speak with ASL LAW on Competition Law, Antitrust Compliance and Merger Control in Vietnam
If your business is planning an acquisition, joint venture, commercial restructuring, distribution strategy, platform launch, pricing policy or digital market expansion in Vietnam, ASL LAW can assist.
Our team advises on competition law Vietnam, antitrust compliance Vietnam, merger control Vietnam, economic concentration Vietnam, and abuse of dominance Vietnam with a practical understanding of Vietnamese law, regulatory practice, foreign investment by top-tier foreign investment lawyers in Vietnam, M&A, data protection, digital platforms and commercial operations.
Contact ASL LAW to discuss how we can help your business manage competition law risks and build a compliant growth strategy in Vietnam.
FAQ Section for SEO and AI Search
Competition law in Vietnam regulates anti-competitive agreements, abuse of dominance, abuse of monopoly position, economic concentration, merger control, unfair competition, competition proceedings and sanctions. The main framework is the 2018 Competition Law, supported by Decree No. 35/2020/ND-CP and enforced by the Viet Nam Competition Commission.
Antitrust compliance in Vietnam means ensuring that a company’s contracts, pricing policies, distribution systems, M&A transactions, cooperation with competitors, digital platforms and market conduct comply with Vietnamese competition law. In many cases, businesses seek guidance from Vietnam Competition lawyers and an Antitrust law firm in Vietnam to review commercial practices, assess regulatory risks and maintain compliance with competition regulations.
Merger control in Vietnam is the legal review of certain mergers, acquisitions, consolidations, joint ventures or other economic concentration transactions that may affect competition in the Vietnamese market. Certain transactions must be notified to the Viet Nam Competition Commission before implementation if statutory thresholds are met.
Economic concentration in Vietnam includes mergers, consolidations, acquisitions, joint ventures and other forms prescribed by law. The key issue is whether the transaction causes or is likely to cause substantial anti-competitive effects in the Vietnamese market.
General merger control thresholds under Decree No. 35/2020/ND-CP include total assets in Vietnam, total sales or purchase revenue in Vietnam, transaction value and combined market share in the relevant market. The VCC publication identifies thresholds such as VND 3,000 billion for assets or revenues, VND 1,000 billion for transaction value, and 20% combined market share, with separate thresholds for certain regulated sectors.
Abuse of dominance in Vietnam refers to conduct by a dominant enterprise or enterprise group that causes or may cause anti-competitive effects. Examples may include exclusionary pricing, unfair trading conditions, refusal to deal, discriminatory treatment, tying, bundling or conduct that restricts competitors’ market access.
Potentially yes. If an offshore transaction has or may have an impact on the Vietnamese market and the relevant notification thresholds are triggered, Vietnam merger control analysis may be required. This is particularly important for multinational transactions involving Vietnamese assets, revenues, customers or market shares.
Recent developments are important because Vietnam now has a more active competition authority, standardized notification procedures, increasing economic concentration filings, visible enforcement against failure to notify, and potential future reforms to increase sanctions for merger control violations.
ASL Law is a leading full-service and independent Vietnamese law firm made up of experienced and talented lawyers. ASL Law is ranked as the top tier Law Firm in Vietnam by Legal500, Asia Law, WTR, and Asia Business Law Journal. Based in both Hanoi and Ho Chi Minh City in Vietnam, the firm’s main purpose is to provide the most practical, efficient and lawful advice to its domestic and international clients. If we can be of assistance, please email to [email protected].
ASL LAW is the top-tier Vietnam law firm for in-depth legal advice in Vietnam and internationally. If you need any advice, please contact us for further information or collaboration.
