Big changes are underway for businesses operating in or investing into Vietnam. Two recent government instruments – Resolution No. 66.18/2026/NQ-CP on the decentralization, reduction and simplification of administrative procedures and business conditions (issued 18 May 2026) and Decree No. 102/2026/ND-CP which amends and supplements certain provisions of Decree No. 75/2019/ND-CP on administrative sanctions in the competition sector (issued 31 March 2026) — are expected to significantly reshape Vietnam’s merger control landscape. Here is what you need to know.
Doubled Filing Thresholds: A Lighter Regulatory Burden
Resolution 66.18 amends the non-sector specific merger filing thresholds prescribed under Article 13.1 of Decree No. 35/2020/ND-CP dated 24 March 2020 detailing certain provisions of the Competition Law 2018 (“Decree 35“), by doubling the financial thresholds that trigger a mandatory notification. A comparison of the key Vietnam merger filing thresholds changes is set out below:
| Criterion | Threshold under Decree 35 | New threshold under Resolution 66.18 |
|---|---|---|
| Total assets in the Vietnamese market of an enterprise or its affiliated group | VND 3,000 billion 1 (approximately USD 114 million) | VND 6,000 billion (approximately USD 228 million) |
| Total sales revenue or purchase turnover in the Vietnamese market of an enterprise or its affiliated group | VND 3,000 billion (approximately USD 114 million) | VND 6,000 billion (approximately USD 228 million) |
| Transaction value of the economic concentration | VND 1,000 billion (approximately USD 38 million) | VND 2,000 billion (approximately USD 76 million) |
The market share criterion threshold remains unchanged at 20% or more of the relevant market in the financial year immediately preceding the proposed economic concentration.
The revised Vietnam merger filing thresholds under Resolution 66.18 will take effect from 1 July 2026 and remain in force until 28 February 2027. Economic concentration notifications submitted prior to 1 July 2026 will continue to be assessed against the thresholds previously prescribed under Decree 35. With the new thresholds set to take effect on 1 July 2026 and only a short transition period remaining, enterprises involved in pending or anticipated transactions are encouraged to promptly evaluate their filing obligations under the revised thresholds.
Updated Notification Form: More Disclosure Required
With respect to economic concentration notifications, Resolution 66.18 introduces a new notification form. While the majority of the information requirements remain substantially unchanged from those set out in the form promulgated under Decision No. 28/QD-CT dated 19 May 2023 of the Vietnam Competition Commission (“VCC”), a notable amendment has been made to the section entitled “Description of the Economic Concentration”, which now requires more detailed disclosure regarding the transaction structure and implementation mechanics.
In particular, notifying parties must align with the updated Vietnam merger filing thresholds administrative requirements by providing additional information concerning, among other matters, the location of the transaction, the relevant business sector(s), a description of the transaction, a transaction structure chart, and changes in control or decisive influence over the target company following completion of the transaction.
For economic concentrations implemented through a public tender offer (or a share swap issuance or other forms of transaction under securities laws), the enterprise must provide information and supporting documents evidencing the proposed economic concentration, including:
- the acquirer’s intentions, such as the anticipated type, quantity and proposed price of the target company’s shares listed on the stock exchange;
- information regarding the number of listed or outstanding shares, or other verifiable information indicating that one or more individuals or legal entities may be willing to sell such shares; and
- verifiable information and supporting documentation regarding the mechanism through which the purchase and sale arrangement is expected to be achieved, whether through order matching on a centralized securities exchange, negotiated transactions, or other similar arrangements.
Stronger Enforcement: Decree 102’s Key Changes
Effective from 20 May 2026, Decree 102 introduces several notable changes to the merger control enforcement regime, specifically as follows:
1. Revocation of Merger Review Decisions Obtained Through Misleading Information
The VCC is now empowered to revoke: (i) a notice confirming the completeness and validity of an economic concentration notification dossier; (ii) a notice of the preliminary assessment results of an economic concentration; or (iii) a decision on an economic concentration, where it is discovered that a notifying party has:
- provided false, inaccurate or misleading information or documents, or falsified information or documents;
- coerced others to provide false, inaccurate or misleading information or documents, or to falsify information or documents; or
- concealed or destroyed information or documents relevant to the competition matter,
in each case where such conduct results in the distortion of the review outcomes contemplated under Articles 36 and 41 of the Competition Law. In addition, a monetary penalty of up to VND 50 million (approximately USD 1,900) where fraudulent or falsified information has been provided is now applicable to the parties participating in the economic concentration and the notifying parties regardless of whether the VCC implements its new powers of revocation.
These amendments underscore the importance of ensuring that all information and supporting documentation submitted to the VCC are complete, accurate and not misleading throughout the notification process.
2. Revised Penalty Framework for Failure to Notify
Decree 102 also restructures the administrative penalty regime for failures to notify a notifiable economic concentration.
Under Decree 75, fines were calculated solely as a percentage of the infringing enterprise’s turnover in the relevant market, ranging from 1% to 5%. Decree 102 replaces this approach with fixed monetary penalty bands determined by reference to the violating party’s total turnover and total asset value in Vietnam, while retaining the statutory cap that any fine imposed may not exceed 5% of the violating party’s turnover in the relevant market during the financial year immediately preceding the violation. In addition, as set out below, Decree 102 has added a fixed monetary penalty band that applies generally in cases where the stated penalty is based on relevant market turnover where there is no horizontal, vertical or complementary product market overlaps. The new relevant penalty bands are as follows:
- if both total local turnover, total purchase value and total local assets are below VND 3 trillion (approximately USD 114 million) in the financial year preceding the year of the economic concentration, the monetary fine will be VND 500 million to 1 billion (approximately USD 19,000 – 38,000), capped at 5% of relevant revenues;
- if either total local turnover or total purchase value or total local assets reach VND 3 trillion (approximately USD 114 million) in the financial year preceding the year of the economic concentration, the monetary fine will be VND 1 billion to 2 billion (approximately USD 38,000 –76,000);
- if there are no horizontal/vertical/complementary product market overlaps, or no relevant revenues: there will be a fine of VND 100 million – 200 million (approximately USD 3,800 – 7,600).
3. Revised Penalty Framework for Gun-Jumping
In relation to closing a proposed economic concentration prior to completion of any applicable prescribed merger review process under the Law on Competition, Decree 102 amends the relevant regime under Decree 75 to the same monetary penalty levels as described above (including the 5% cap) in relation to failure to notify.
4. Removal of Enterprise Registration Certificate Revocation as a Supplementary Sanction
Decree 102 abolishes the supplementary sanction of revocation of the enterprise registration certificate previously applicable to prohibited mergers and prohibited joint ventures under Decree 75. In place of this sanction, the authorities may continue to impose remedial measures designed to address the anti-competitive effects of the transaction, including mandatory structural separation measures and regulatory control over pricing and transaction terms.
5. Revised Penalty Framework for Non-Compliance with VCC’s Decisions on Economic Concentrations
Under Decree 102, non-compliance with the VCC’s decisions on economic concentration is now subject to the following separate penalties:
- 1%–3% of relevant market turnover in the financial year immediately preceding the year in which the violation is committed, for failing to comply with or insufficiently complying with conditions attached to a conditional clearance decision (Article 41(1)(b)).
- 1%–5% of relevant market turnover in the financial year immediately preceding the year in which the violation is committed, for implementing a prohibited concentration (Article 41(1)(c)), with associated structural remedies including mandatory split-up, resale of assets/capital, and pricing controls.
Previously, under Decree 75, the penalty range of 1%–3% of relevant market turnover applied to both (i) failing to comply with or insufficiently complying with conditions attached to a conditional clearance decision and (ii) implementing a prohibited concentration.
Key Takeaways for Businesses
- The new temporary Vietnam merger filing thresholds effective from 1 July 2026 to 28 February 2027, mean fewer transactions will require mandatory filing.
- The new notification form demands more detailed disclosure on transaction structure.
- The VCC now has powers to revoke decisions based on misleading, false and inaccurate submissions, with stand-alone monetary penalties.
- The penalty framework for failure to notify and gun-jumping has been restructured into fixed monetary bands.
For more information on the matters discussed in this update, please contact: our Partner Thang Huynh, Regional Competition Counsel David Fruitman or Senior Legal Advisor Minh Anh Tran.
The information provided here is for information purposes only and is not intended to constitute legal advice. Legal advice should be obtained from qualified legal counsel for all specific situations.
- All exchanges done at the rate of 1.00 USD = 26,290.39 VND ↩︎
