On 5 August 2026, the Vietnam Competition Commission (“VCC”) published for public consultation a draft decree (the “Draft Decree”) intended to replace Decree No. 35/2020/ND-CP detailing certain provisions of the Law on Competition (“Decree 35”). The Draft Decree consultation dossier also includes a Comparative and Explanatory Note issued by the Ministry of Industry and Trade (the “Explanatory Note”), which provides the policy rationale for the proposed amendments.
Set out below are some of the key proposed changes relating to Vietnam’s merger control regime. An expanded version of this alert with more detail can be found at this link.
1. Expanded Scope and Updated Market Concepts
Other forms of economic concentration
The Draft Decree expressly recognizes additional forms of economic concentration, including:
- joint control, where two or more enterprises jointly decide material matters relating to another enterprise;
- establishment of a common management body; and
- acquisition of control through contractual or other non-equity means.
Definition of “management body”
The Draft Decree introduces a definition of “management body’, which is relevant when determining whether enterprises form part of the same affiliated group for merger control purposes.
The concept includes, among others, persons holding more than 50% of the charter capital or voting shares, persons entitled to own or use more than 50% of an enterprise’s assets, persons managing the enterprise under enterprise law, and persons or groups entitled to decide certain material management and business matters.
Relevant Product and Geographic Markets
The Draft Decree updates the rules for defining relevant markets, with particular attention to digital markets.
For the relevant product market, it extends the terminology beyond goods and services to include “products” and expressly permits consideration of other competitive factors, including quality, when assessing substitutability. This is particularly relevant to digital and zero-price products and services.
For the relevant geographic market, the concept is expanded beyond a physical geographic area to include a broader “spatial scope”. Customer and user access from adjacent areas or other spatial scopes may also be considered, giving the VCC greater flexibility when assessing digital markets.
The Draft Decree also refines the methodology for calculating market share, including more detailed rules on purchase turnover, sales revenue and transaction value. For digital platforms, transaction value includes the total value of transactions conducted through the platform.
2. Higher Notification Thresholds
The Draft Decree proposes significant increases to the general merger notification thresholds:
- total assets: from VND 3,000 billion to VND 6,000 billion;
- total revenue/purchase volume: from VND 3,000 billion to VND 6,000 billion;
- transaction value: from VND 1,000 billion to VND 2,000 billion; and
- combined market share: unchanged at 20%.
These thresholds are consistent with the temporary thresholds introduced under Resolution No. 66.18/2026/NQ-CP. According to the Explanatory Note, if the proposed thresholds had applied in 2025, the number of merger notifications would have been approximately 39% lower.
The Draft Decree also proposes removing securities companies from the sector-specific threshold regime currently applicable to credit institutions and insurance enterprises. Securities companies would instead be subject to the general enterprise thresholds which may lead to more notifiable economic concentrations among securities companies.
3. New Exemptions from the Notification Requirement
A significant development is the introduction of four categories of economic concentrations that would be exempt from the notification requirement, which are principally intended to cover intra-group transactions that do not materially change market structure or concentration levels.
4. Changes to the Merger Notification Review Process
Preliminary Assessment (Phase 1)
The Draft Decree introduces an additional route to clearance at the preliminary assessment stage where the parties:
- do not compete in the same relevant market;
- do not operate at different levels of the same production, distribution or supply chain; and
- do not have businesses that are inputs to, or complementary to, each other.
It also changes the treatment of transactions involving both horizontal and vertical or complementary relationships. Where both types of relationship exist, the transaction would need to satisfy both the applicable horizontal and vertical clearance tests to obtain Phase 1 clearance.
Key takeaway
Overall, the Draft Decree would reduce the filing burden for many transactions through higher notification thresholds and new exemptions, while at the same time expanding the substantive reach of Vietnam’s merger control regime through broader concepts of economic concentration, control and market definition.
The VCC has indicated that the Draft Decree is expected to be submitted to the Government by the end of October 2026.
For more information on the matters discussed in this update, please contact: our Partner Thang Huynh, Regional Competition Counsel David Fruitman and 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.
Download