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From 1 July 2026, the rules on merger notification Vietnam 2026 changed under Resolution No. 66.18/2026/NQ-CP. The short answer is no, not every transaction requires notification, but every serious M&A transaction or joint venture should be assessed for economic concentration notification Vietnam before signing. Although several financial thresholds have been increased, the Vietnam 20% market share threshold remains unchanged. A transaction that falls below the new financial thresholds may still require a Vietnam Competition Commission filing and a Vietnam merger control filing if another statutory notification criterion is satisfied. The revised rules reduce filing obligations for some transactions, but they do not eliminate merger control risks.
For investors, the practical issue is timing. Screening a transaction before signing is generally simpler and less costly than identifying a filing obligation after execution documents have already been negotiated.
Short Answer: When Filing May Be Required
The amendments introduced by Resolution No. 66.18/2026/NQ-CP are intended to reduce administrative burdens by increasing several financial notification thresholds applicable to merger control. The revised thresholds apply from 1 July 2026 until 28 February 2027 as a transitional measure while broader legislative reforms are being prepared.
However, the key principle has not changed.
Not every transaction requires merger notification. At the same time, every transaction involving a significant acquisition, merger or joint venture should undergo an initial screening to determine whether a filing obligation exists.
This is the starting point for assessing merger notification Vietnam 2026.
Does Every M&A Deal in Vietnam Require Merger Notification?
No.
Vietnamese competition law does not require every acquisition or investment to be notified.
Instead, notification depends on whether the transaction qualifies as an economic concentration and whether one or more notification thresholds are met.
The increase in financial thresholds means some transactions that previously required notification may no longer require filing. Nevertheless, this does not mean parties should assume the transaction is automatically exempt.
The Vietnam 20% market share threshold still applies and remains one of the statutory notification criteria.
Accordingly, merger notification Vietnam 2026 should be assessed on a transaction-by-transaction basis.
Step 1: Is the Transaction an Economic Concentration?
The first question is whether the proposed transaction constitutes an economic concentration under Vietnamese competition law.
Common examples include:
- mergers;
- consolidations;
- acquisitions resulting in control;
- acquisitions of business assets;
- certain joint ventures.
If the transaction does not qualify as an economic concentration, merger notification rules generally do not apply.
If it does, the next step is to assess the applicable notification thresholds.
This analysis forms the basis of every economic concentration notification Vietnam assessment.
Transactions involving multiple jurisdictions should not overlook Vietnam merely because the signing or closing occurs overseas. The focus is whether the transaction falls within the scope of Vietnamese merger control rules.
Step 2: Are the Financial or Market Share Thresholds Triggered?
Once the transaction qualifies as an economic concentration, the next step is to determine whether any notification threshold has been met.
Resolution No. 66.18/2026/NQ-CP significantly increases three financial thresholds while leaving one criterion unchanged.
| Notification Criterion | Before 1 July 2026 | From 1 July 2026 |
| Total assets | VND 3,000 billion | VND 6,000 billion |
| Total turnover | VND 3,000 billion | VND 6,000 billion |
| Transaction value | VND 1,000 billion | VND 2,000 billion |
| Combined market share | 20% | 20% (unchanged) |
The practical effect is straightforward.
Some transactions will no longer require a Vietnam merger control filing because they fall below the revised financial thresholds.
However, a transaction may still require a Vietnam Competition Commission filing if the combined market share reaches or exceeds 20%.
This is why the Vietnam 20% market share threshold continues to receive particular attention in merger control assessments.
Does the 20% Market Share Threshold Still Apply?
Yes.
One of the most important aspects of Resolution No. 66.18/2026/NQ-CP is not what changed, but what did not change.
The combined market share threshold remains at 20%.
As a result, parties should avoid focusing exclusively on turnover, assets or transaction value.
A deal may fall below the revised financial thresholds but still require review because the combined market share criterion is satisfied.
Market definition therefore remains a critical part of every economic concentration notification Vietnam analysis.
Determining the relevant product market and geographic market often requires legal, commercial and economic assessment rather than simply reviewing financial statements.
Step 3: Does the Transaction Affect the Vietnamese Market?
Merger control is not limited to domestic transactions.
A foreign-to-foreign acquisition may still require a Vietnam merger control filing where the statutory jurisdictional criteria are satisfied and the transaction affects competition in Vietnam.
Examples include:
- acquisitions involving multinational groups with Vietnamese subsidiaries;
- regional transactions involving businesses operating in Vietnam;
- global mergers between companies competing in Vietnam;
- offshore joint ventures expected to affect the Vietnamese market.
Accordingly, the place where the transaction is signed or completed is not the determining factor.
The relevant question is whether the transaction falls within the scope of merger control Vietnam and whether the applicable notification criteria are met.
This principle is particularly relevant for multinational investors managing cross-border acquisitions across several jurisdictions.
Are Offshore Transactions Subject to Vietnam Merger Control?
Yes, in appropriate circumstances.
Vietnamese merger control rules are capable of applying to offshore transactions where the legal conditions are satisfied.
For that reason, Vietnam should generally be included in the competition law assessment for regional or global M&A transactions rather than being considered only after signing.
An early jurisdictional review also supports broader antitrust compliance Vietnam planning by identifying regulatory requirements before transaction documents become unconditional.
Step 4: Should Filing Be a Condition Precedent?
In many transactions, the answer is yes.
If a transaction may require notification, the parties should determine this before signing and consider making merger clearance a condition precedent to closing. This approach helps allocate regulatory responsibilities, establish a realistic transaction timetable and reduce the risk of delays.
For investors, the practical issue is timing.
A filing assessment completed before signing allows the parties to identify potential notification requirements, prepare supporting documents and coordinate regulatory approvals with other jurisdictions where necessary.
This should be checked before signing, not after closing.
What Happens if Parties Fail to Notify?
Where a transaction requires notification but is implemented without obtaining the required clearance, the parties may face legal consequences under Vietnamese competition law.
Depending on the circumstances, this may include administrative sanctions and measures imposed by the competent authority. More importantly, an unnotified transaction may create unnecessary uncertainty during implementation and post-closing integration.
The revised merger notification Vietnam 2026 rules reduce filing obligations for some transactions, but they do not change the requirement to notify transactions that meet the applicable thresholds.
Accordingly, an early Vietnam Competition Commission filing assessment remains an important part of transaction planning.
Practical Checklist Before Signing
Before signing any significant acquisition, merger or joint venture, the following checklist should be completed.
| Checklist Item | Practical Action |
| Does the transaction qualify as an economic concentration? | Review the transaction structure under the Competition Law. |
| Are any financial thresholds exceeded? | Compare assets, turnover and transaction value with the revised thresholds. |
| Does the Vietnam 20% market share threshold apply? | Conduct a preliminary market definition and market share assessment. |
| Does the transaction affect the Vietnamese market? | Review Vietnamese operations, customers and business activities. |
| Is a Vietnam Competition Commission filing required? | Complete a legal assessment before signing. |
| Should merger clearance be a condition precedent? | Allocate regulatory responsibilities in the transaction documents. |
Completing these steps early helps reduce execution risk and allows the parties to manage regulatory approvals more efficiently.
Why Early Screening Matters
The higher financial thresholds introduced by Resolution No. 66.18/2026/NQ-CP will reduce notification requirements for some transactions. Nevertheless, every significant acquisition or joint venture should still undergo an initial competition law review.
Not every transaction requires filing, but every serious M&A or joint venture transaction should be screened.
A transaction may fall below the revised financial thresholds while still meeting the Vietnam 20% market share threshold. Likewise, an offshore acquisition may still require a Vietnam merger control filing if it has sufficient connections with the Vietnamese market.
Early screening also forms part of a broader compliance strategy covering competition law Vietnam, antitrust compliance Vietnam and other regulatory considerations that may arise before or after completion. Depending on the structure of the transaction and the parties’ market position, issues relating to abuse of dominance Vietnam may also warrant separate assessment following completion.
How ASL LAW Can Assist
The amendments introduced by Resolution No. 66.18/2026/NQ-CP simplify the notification regime for many enterprises doing business in Vietnam, but they do not remove the need for careful legal analysis.
Whether a transaction requires merger notification should be assessed based on its structure, applicable notification thresholds and potential effects on competition in Vietnam.
ASL LAW advises domestic and international businesses on:
- merger notification Vietnam 2026 assessments;
- economic concentration notification Vietnam analysis;
- Vietnam merger control filing procedures;
- Vietnam Competition Commission filing requirements;
- merger control Vietnam advice for domestic and cross-border transactions;
- competition law Vietnam compliance;
- antitrust compliance Vietnam programmes;
- post-transaction competition issues, including abuse of dominance Vietnam.
Our competition lawyers in Vietnam regularly advise multinational corporations, investment funds and Vietnamese enterprises on complex M&A transactions across a wide range of industries. As experienced Vietnam merger control lawyers, we assist clients with transaction planning, regulatory assessments and merger notification procedures before signing and closing.
Frequently Asked Questions
1. What is merger control in Vietnam?
Merger control is the process under Vietnamese competition law requiring certain mergers, acquisitions and joint ventures to be reviewed before completion if the applicable notification thresholds are met.
2. When is merger notification required in Vietnam?
Merger notification is required when an economic concentration meets one or more notification thresholds under the Competition Law.
3. Does the 20% market share threshold still apply?
Yes. Resolution No. 66.18/2026/NQ-CP increases several financial thresholds but keeps the 20% combined market share threshold unchanged.
4. Are offshore M&A transactions subject to Vietnam merger control?
Yes. Offshore transactions may require notification if they satisfy the jurisdictional criteria under Vietnamese competition law.
5. Do joint ventures require merger control filing in Vietnam?
Yes, if the joint venture qualifies as an economic concentration and meets the applicable notification thresholds.
6. What happens if parties fail to notify a notifiable transaction?
Failure to notify may result in administrative sanctions and other legal consequences under Vietnamese competition law.
Conclusion
Resolution No. 66.18/2026/NQ-CP raises several financial notification thresholds from 1 July 2026, reducing filing obligations for many transactions. However, the Vietnam 20% market share threshold remains unchanged, and transactions that satisfy any applicable notification criterion may still require review before implementation.
The practical approach is straightforward. Every significant merger, acquisition or joint venture should be screened at an early stage to determine whether a Vietnam merger control filing is required. Early assessment helps manage transaction timing, allocate regulatory responsibilities and reduce execution risk.
ASL LAW assists investors and enterprises doing business in Vietnam with merger control assessment, economic concentration filings, antitrust compliance review and competition law advice in Vietnam.
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].
Contact antitrust and competition law firm in Vietnam ASL LAW for advice on competition law Vietnam from competition lawyers in Vietnam specializing in antitrust and economic concentration Vietnam.
