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From 1 July 2026, the Vietnam merger control thresholds 2026 introduced under Resolution No. 66.18/2026/NQ-CP have significantly revised the Vietnam merger filing thresholds. Most financial thresholds for economic concentration Vietnam have been increased, while the 20% combined market share threshold remains unchanged. For investors, the practical issue is no longer simply whether a transaction exceeds a financial threshold. A deal may still require notification if it satisfies another statutory criterion, particularly the market share test. Although the new Vietnam merger filing thresholds reduce the filing burden for many transactions, they do not eliminate merger control Vietnam risks or the need for an early competition assessment under the Vietnam Competition Law update 2026.
Cross-border investors, private equity funds and multinational groups should therefore reassess every acquisition, joint venture or consolidation involving Vietnam before signing transaction documents. This is especially important because the latest Vietnam Competition Law update 2026 introduces temporary but immediately applicable changes that remain effective until 28 February 2027, unless replaced earlier by new legislation.
What Changed from 1 July 2026?
The most significant development under the Vietnam Competition Law update 2026 is that the Government has substantially increased most financial notification thresholds applicable to economic concentration Vietnam transactions.
Resolution No. 66.18/2026/NQ-CP is designed to simplify administrative procedures and reduce unnecessary compliance costs for businesses. For merger control purposes, the Government has decided that many transactions previously requiring notification should no longer be captured merely because of their financial size.
However, one important criterion remains exactly the same: “The combined market share threshold of 20% is unchanged.”
This means enterprises doing business in Vietnam should avoid assuming that higher financial thresholds automatically remove notification obligations.
Instead, every transaction should still be analysed against all applicable notification criteria under Vietnamese competition law.
For many investors, this is the most important takeaway from the Vietnam merger control thresholds 2026.
Why Was the Change Introduced?
According to Resolution No. 66.18/2026/NQ-CP, the Government intends to:
- reduce administrative burdens;
- facilitate investment and M&A activity;
- improve Vietnam’s business environment;
- maintain effective competition enforcement for transactions that may substantially affect the market.
The policy reflects a practical approach.
Rather than requiring notification for a large number of medium-sized transactions, the authorities intend to focus resources on transactions presenting genuine competition concerns.
This approach is consistent with broader international practice in many merger control jurisdictions.
At the same time, the Government did not relax the substantive competition assessment.
Businesses involved in economic concentration Vietnam transactions must therefore continue evaluating competitive effects before signing or closing.
Old Thresholds vs New Thresholds
One of the biggest questions raised by investors concerns the actual numerical thresholds.
The key point is straightforward:
- most financial thresholds have approximately doubled;
- the 20% combined market share threshold has not changed.
The following summary illustrates the overall direction of the reform.
| Notification Criterion | Before 1 July 2026 | From 1 July 2026 |
| Total assets | Lower threshold | Increased |
| Total turnover | Lower threshold | Increased |
| Transaction value | Lower threshold | Increased |
| Combined market share | 20% | 20% (unchanged) |
Note: The exact threshold depends on the applicable sector and the relevant provisions of Resolution No. 66.18/2026/NQ-CP together with the Competition Law framework.
For many medium-sized acquisitions, the revised Vietnam merger filing thresholds mean that notification may no longer be required solely because financial figures exceed the previous limits.
Nevertheless, parties should not stop their analysis there.
A transaction falling below the new financial thresholds may still trigger notification because of:
- combined market share;
- sector-specific considerations;
- transaction structure;
- other applicable merger control criteria.
This is why competition law Vietnam analysis should always begin before transaction documents are finalized.
Higher Thresholds Do Not Eliminate Merger Control Risk
“If the thresholds have increased, does this mean we no longer need to worry about merger filing?”
The answer is no.
The increased Vietnam merger filing thresholds simply mean that fewer transactions will require notification based solely on financial metrics.
They do not change:
- the Competition Law;
- the substantive merger assessment;
- the authority’s review powers;
- the prohibition against implementing notifiable transactions before clearance.
In practice, merger control Vietnam remains a mandatory pre-closing compliance issue whenever notification obligations are triggered.
Businesses should therefore avoid relying exclusively on transaction value or turnover.
Instead, legal advisors should perform a complete merger control assessment before signing.
This approach also supports broader antitrust compliance Vietnam programs by identifying competition risks early in the transaction process.
Why the 20% Combined Market Share Threshold Still Matters
The unchanged market share criterion deserves particular attention.
Although many financial thresholds have increased, Resolution No. 66.18/2026/NQ-CP deliberately leaves the 20% combined market share threshold untouched.
This means that enterprises doing business in Vietnam, operating in concentrated industries cannot assume that their transaction is outside the merger notification regime merely because it falls below the new financial limits.
Consider the following simplified example.
A foreign investor acquires a Vietnamese manufacturer.
The transaction value is below the revised Vietnam merger filing thresholds.
The combined turnover also remains below the new notification threshold.
However, after completion, the parties together would hold approximately 24% of the relevant market.
Although none of the financial thresholds is exceeded, the transaction may still require notification because the 20% market share criterion continues to apply.
For this reason, market definition remains one of the most important aspects of economic concentration Vietnam analysis.
Determining the relevant product market and geographic market is often more complicated than calculating turnover or transaction value.
In many transactions, the competition assessment therefore begins with commercial and economic analysis rather than accounting figures.
Who May Still Need to File Under the New Rules?
The revised Vietnam merger control thresholds 2026 will reduce the number of transactions requiring notification based solely on financial criteria. However, they do not narrow the scope of transactions that may raise competition concerns. Whether a filing is required still depends on the applicable notification criteria under the Competition Law and its implementing regulations.
In practice, a merger control assessment should be carried out for transactions involving:
- acquisitions of shares or equity interests resulting in a change of control;
- acquisitions of assets constituting all or part of a business;
- mergers and consolidations;
- the establishment of joint ventures that perform the functions of an autonomous economic entity; and
- other forms of economic concentration Vietnam recognized under Vietnamese competition law.
The revised Vietnam merger filing thresholds mainly affect the financial criteria used to determine whether notification is required. They do not alter the legal definition of an economic concentration or the types of transactions that may fall within the merger control regime.
As a result, parties should first determine whether the proposed transaction qualifies as an economic concentration Vietnam before assessing whether any notification threshold has been met.
Offshore Transactions May Still Be Subject to Merger Control Vietnam
One common misconception is that only transactions signed or completed in Vietnam fall within the Vietnamese merger control regime.
That is not how merger control Vietnam operates.
Vietnamese competition law focuses on whether a transaction has, or may have, an effect on competition in the Vietnamese market. Consequently, certain offshore or foreign-to-foreign transactions may still require notification where the statutory jurisdictional criteria are satisfied.
Examples may include:
- a foreign parent company acquiring another foreign group that owns Vietnamese subsidiaries;
- a regional acquisition involving businesses generating turnover in Vietnam;
- the combination of two multinational companies already competing in Vietnam; or
- an overseas joint venture that is expected to affect competition within Vietnam.
Accordingly, transaction location alone is not determinative. The assessment should instead consider whether the transaction falls within the scope of economic concentration Vietnam and whether any applicable notification threshold—including the revised Vietnam merger filing thresholds or the unchanged market share criterion—is met.
This remains an important aspect of the Vietnam Competition Law update 2026, particularly for multinational groups executing regional or global acquisitions.
Transaction Type vs. Potential Filing Risk
The following table provides a practical overview of common transaction structures and the corresponding merger control considerations.
| Transaction Type | Potential Filing Risk | Key Consideration |
| Acquisition of control | High | Review all notification thresholds before signing |
| Merger | High | Financial thresholds and market share should both be assessed |
| Consolidation | High | Full merger control assessment recommended |
| Full-function joint venture | Medium to High | Determine whether the JV constitutes an economic concentration |
| Minority investment without control | Low to Medium | Analyse governance rights and actual control |
| Internal group restructuring | Depends | Review whether control changes under the Competition Law |
This table is intended as a practical guide only. Each transaction should be assessed based on its specific structure, the businesses involved and the competitive conditions in the relevant market.
Why Early Assessment Matters More Than Ever
Although the Vietnam merger control thresholds 2026 increase the financial limits for notification, timing remains one of the most important practical issues.
Competition law compliance should not be treated as a post-signing exercise.
Instead, merger control should be incorporated into transaction planning from the outset.
An early assessment allows the parties to:
- identify whether notification may be required;
- allocate regulatory responsibilities in the transaction documents;
- prepare supporting information before signing;
- avoid delays to completion; and
- reduce regulatory uncertainty during execution.
This is particularly relevant for transactions involving multiple jurisdictions, where merger notifications may need to be coordinated across several competition authorities.
The revised Vietnam merger filing thresholds may reduce the number of filings, but they do not shorten the statutory review process for transactions that remain notifiable.
What Investors Should Do Before Signing or Closing
For investors, the practical issue is timing rather than paperwork.
A merger control assessment should normally be completed before signing the principal transaction documents. Waiting until closing preparations may create unnecessary execution risk if notification is later found to be required.
As part of the due diligence process, parties should consider at least the following questions.
Merger Control Checklist
| Issue | Practical Action |
| Does the transaction qualify as an economic concentration? | Review the transaction structure under the Competition Law. |
| Are the revised Vietnam merger filing thresholds exceeded? | Check turnover, assets and transaction value against the applicable thresholds. |
| Does the combined market share reach 20% or more? | Conduct a preliminary market definition and market share assessment. |
| Is the transaction part of a wider regional acquisition? | Review whether offshore elements affect Vietnam. |
| Can the transaction close immediately? | Confirm whether merger clearance is required before implementation. |
| Have competition risks been allocated contractually? | Include appropriate conditions precedent and regulatory cooperation clauses. |
Completing this review before signing helps reduce execution risk and provides greater certainty regarding transaction timing.
Merger Control Is Only One Part of Competition Compliance
Merger notification is only one aspect of compliance under competition law Vietnam.
Businesses operating in Vietnam should also ensure that their broader competition compliance framework addresses issues such as:
- restrictive agreements;
- information exchange between competitors;
- resale pricing practices;
- cartel risks;
- abuse of dominance Vietnam; and
- ongoing antitrust compliance Vietnam obligations.
While these areas are governed by different provisions of the Competition Law, they are often considered together as part of a comprehensive compliance programme, particularly during acquisitions or post-merger integration.
For example, information sharing during due diligence should be managed carefully to avoid unnecessary competition law risks before completion of the transaction.
Similarly, where the combined business may hold significant market power after completion, an assessment of potential abuse of dominance Vietnam issues may also be appropriate.
Accordingly, merger control should be viewed as one element of a wider competition law Vietnam compliance strategy rather than an isolated filing requirement.
How ASL LAW Can Assist
The changes introduced under the Vietnam Competition Law update 2026 present both opportunities and compliance considerations for investors undertaking mergers, acquisitions and joint ventures in Vietnam.
Higher Vietnam merger control thresholds 2026 are expected to reduce the notification burden for many transactions. Nevertheless, the unchanged 20% combined market share criterion means that merger control analysis remains essential before signing or closing.
ASL LAW assists domestic and international businesses with:
- merger control assessments;
- economic concentration Vietnam notification analysis;
- preparation and submission of merger filings;
- transaction-specific antitrust compliance Vietnam reviews;
- competition law due diligence;
- advisory work relating to competition law Vietnam;
- assessments concerning abuse of dominance Vietnam and other competition issues.
Our team of competition lawyers in Vietnam regularly advises multinational corporations, investment funds and Vietnamese enterprises on complex transactions across a broad range of industries. As experienced Vietnam merger control lawyers, we work closely with clients and their transaction advisers to identify filing requirements early, manage regulatory timelines and support efficient deal execution.
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, including the unchanged 20% combined market share criterion.
3. Does the 20% combined 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. Foreign-to-foreign transactions may still require notification if they satisfy the applicable 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. Do the new thresholds eliminate merger control risk?
No. Higher financial thresholds reduce filing obligations for some transactions but do not remove merger control requirements where other notification criteria apply.
Conclusion
Resolution No. 66.18/2026/NQ-CP represents one of the most significant developments in Vietnam’s merger control regime since the current Competition Law entered into force. By increasing several financial notification thresholds, the Government aims to reduce unnecessary administrative procedures and facilitate investment and M&A activity.
At the same time, the reform should not be interpreted as a relaxation of merger control enforcement. The 20% combined market share threshold remains unchanged, and transactions that meet any applicable notification criterion may still require review before completion.
For investors and businesses, the practical takeaway is straightforward. The revised financial thresholds should be considered at an early stage of every transaction, but they should never be reviewed in isolation. A complete merger control assessment should examine the transaction structure, applicable notification thresholds, the relevant market, and any potential competition concerns before signing or closing. Early planning helps reduce execution risk, avoid unnecessary delays and support a smoother transaction process.
ASL LAW assists investors and businesses with merger control assessment, economic concentration filings, antitrust compliance review and competition law advice in Vietnam. Our team regularly advises on domestic and cross-border transactions, helping clients navigate regulatory requirements and manage merger control issues efficiently under Vietnam’s evolving competition law framework.
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.
