Economic Concentration Notification Obligations in M&A Transactions in Vietnam

In mergers and acquisitions (M&A) transactions, the parties often focus on investment approvals, market access conditions, tax, foreign exchange, and procedures for amending enterprise registration. However, the obligation to notify an economic concentration under competition law is also an important matter that should be considered during the transaction process. This article examines one of the key issues in the preparation and due diligence of an M&A transaction: (i) the factors determining whether a transaction constitutes an economic concentration; and (ii) the application of the economic concentration notification thresholds under the prevailing law. 

1. Forms of economic concentration

The Law on Competition 2018 recognises five categories of economic concentration: enterprise merger, enterprise consolidation, acquisition of an enterprise, joint venture between enterprises, and other forms of economic concentration as prescribed by law. In particular: 

(i) An enterprise merger means one or more enterprises transferring all of their assets, rights, obligations and lawful interests to another enterprise and, at the same time, terminating the business operations or existence of the merged enterprise or enterprises. 

(ii) An enterprise consolidation means two or more enterprises transferring all of their assets, rights, obligations and lawful interests to form a new enterprise and, at the same time, terminating the business operations or existence of the consolidating enterprises. 

(iii) An acquisition of an enterprise means an enterprise directly or indirectly acquiring all or part of the capital contribution or assets of another enterprise sufficient to control or govern the acquired enterprise or a business line of the acquired enterprise. 

(iv) A joint venture between enterprises means two or more enterprises jointly contributing part of their assets, rights, obligations and lawful interests to form a new enterprise.1 

With respect to an “acquisition of an enterprise”, whether a transaction constitutes an “economic concentration” depends on the legal and economic effect of the transaction, specifically the ability to “control or govern the acquired enterprise or a business line of the acquired enterprise”. The determination of the ability to control or govern an enterprise or a business line of an enterprise is discussed in Section 2 below.2 

2. Control or governance over an enterprise or a business line of an enterprise

Article 2.1 of Decree No. 35/2020/ND-CP specifies the following circumstances in which an enterprise is deemed to “control or govern another enterprise or a business line of another enterprise”: 

Case 1: The acquiring enterprise obtains ownership of more than 50% of the charter capital or more than 50% of the voting shares of the acquired enterprise; 

Case 2: The acquiring enterprise obtains ownership of or the right to use more than 50% of the assets of the acquired enterprise whether in respect of the acquired enterprise as a whole or any of its business lines; 

Case 3: The acquiring enterprise has any of the following rights: 

– The right to directly or indirectly decide on the appointment, dismissal or removal of a majority or all members of the board of directors, the chairperson of the members’ council, or the director or general director of the acquired enterprise; 

– The right to decide on amendments or supplements to the charter of the acquired enterprise; 

– The right to decide on important matters relating to the business operations of the acquired enterprise, including the selection of its form of business organisation; business lines, geographical areas and forms of business; adjustment of the scale and business lines; and forms and methods of raising, allocating and using its business capital. 

Accordingly, in addition to the percentage of shares or capital acquired or transferred, control may still arise where the ownership percentage is lower if the purchaser has the right to directly or indirectly decide on a majority or all key managerial personnel, amendments to the charter, or important business matters such as the organisational model, business lines, geographical areas, business scale, and methods of raising, allocating and using capital. 

Therefore, when reviewing a minority share acquisition, it is necessary to examine concurrently the share or capital transfer agreement, shareholders’ agreement, amended charter, reserved matters, voting mechanism and rights to nominate managers of the target company following the transaction. 

3. Economic concentration notification thresholds

Resolution No. 66.18/2026/NQ-CP dated May 18, 2026 of the Government (“Resolution No. 66.18/2026/NQ-CP”), effective from July 1, 2026, adjusted the economic concentration notification thresholds applicable under the previous regime, as follows: 

3.1. Thresholds applicable to ordinary enterprises 

Enterprises intending to participate in an economic concentration must submit a notification before implementing the transaction if at least one of the following thresholds under Decree No. 35/2020/ND-CP is met.3 

Criterion  Current threshold  Scope of calculation  Key point  Change from Decree No. 35/2020/ND-CP 
Total assets  VND 6,000 billion or more  Assets in the Vietnamese market of the enterprise or its group of affiliated enterprises in the immediately preceding financial year  The threshold only needs to be met by one relevant enterprise/group  Increased from VND 3,000 billion to VND 6,000 billion. 
Sales revenue or purchase turnover  VND 6,000 billion or more  Sales revenue or purchase turnover in the Vietnamese market of the enterprise or its group of affiliated enterprises in the immediately preceding financial year  Vietnam-specific data must be determined, rather than relying only on global consolidated revenue  Increased from VND 3,000 billion to VND 6,000 billion 
Transaction value  VND 2,000 billion or more  Value of the economic concentration transaction  Not applicable to transactions implemented outside the territory of Vietnam  Increased from VND 1,000 billion to VND 2,000 billion 
Combined market share  20% or more  Combined market share in the relevant market in the immediately preceding financial year  May be triggered even where none of the financial thresholds is met  No change. 

The asset, revenue and transaction value thresholds above have been doubled by Resolution No. 66.18/2026/NQ-CP compared with the thresholds under Decree No. 35/2020/ND-CP. This is a temporary mechanism applicable from July 1, 2026 through February 28, 2027.4 

3.2. Separate thresholds applicable to credit institutions, insurance enterprises and securities companies 

For the financial sector, the separate thresholds under Article 13.2 of Decree No. 35/2020/ND-CP continue to apply.5 

Entity  Total assets in Vietnam  Revenue/turnover in Vietnam  Transaction value  Combined market share threshold 
Insurance enterprise  VND 15,000 billion or more  VND 10,000 billion or more  VND 3,000 billion or more  20% or more of the relevant market 
Securities company  VND 15,000 billion or more  VND 3,000 billion or more  VND 3,000 billion or more  20% or more of the relevant market 
Credit institution  20% or more of the total assets of the credit institution system  20% or more of the total revenue of the credit institution system  20% or more of the total charter capital of the credit institution system  20% or more of the relevant market 

3.3. Certain technical matters to consider when determining the economic concentration notification thresholds 

The parties to a transaction should note the following matters when determining whether the economic concentration notification thresholds are met: 

(i) For the asset and revenue thresholds, the relevant figures must be determined for the enterprise or the group of affiliated enterprises of which that enterprise is a member, rather than only for the enterprise directly participating in the transaction. The group structure, control rights and common executive body may significantly broaden the scope of the relevant figures beyond the parties signing the transaction documents.6 

(ii) The parties must determine the relevant product market and relevant geographical market, and then determine each party’s market share and their combined market share in accordance with law.7 

(iii) If any one of the criteria is met, the parties must carry out the economic concentration notification procedure. 

(1) Article 29 of the Law on Competition 2018. 

(2) Article 29.2 of the Law on Competition 2018.

(3) Article 33.1 of the Law on Competition 2018; Article 13 of Decree No. 35/2020/ND-CP; Section III, Part B, Appendix I.2 to Resolution No. 66.18/2026/NQ-CP.

(4) Article 7.1 of Resolution No. 66.18/2026/NQ-CP. 

(5) Article 13 of Decree No. 35/2020/ND-CP; Resolution No. 66.18/2026/NQ-CP only adjusts the economic concentration notification thresholds applicable to ordinary enterprises under Article 13.1; the separate thresholds applicable to credit institutions, insurance enterprises and securities companies continue to apply under Decree No. 35/2020/ND-CP.

(6) Article 2.2 of Decree No. 35/2020/ND-CP defines a group of affiliated enterprises as a group of enterprises under the common control or governance of one or more enterprises within the group or having a common executive body. 

(7) Articles 9 and 10 of the Law on Competition 2018 and Articles 3 to 11 of Decree No. 35/2020/ND-CP regarding determination of relevant markets and market shares.

Submission date: July 21, 2026

Related posts

  1. Defusing the “ticking time bomb” of contingent liabilities in M&A transactions: A practical legal guide for 2026
  2. Why M&A Deals Fail? A 20-Point Checklist for Risk Assessment and Strategic Success
  3. Legal issues related to the announcement of Economic Concentration when carrying out M&A transactions

Disclaimers:

This article is for general information purposes only and is not intended to provide any legal advice for any particular case. The legal provisions referenced in the content are in effect at the time of publication but may have expired at the time you read the content. We therefore advise that you always consult a professional consultant before applying any content.

For issues related to the content or intellectual property rights of the article, please email cs@apolatlegal.vn.

Apolat Legal is a law firm in Vietnam with experience and capacity to provide consulting services related to M&A Consulting and contact our team of lawyers in Vietnam via email info@apolatlegal.com.



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