Vietnam reforms merger control: Higher notification thresholds and tighter sanctions

16 June 2026

In the first half of 2026, Vietnam introduced two significant reforms to its merger control (also referred to as economic concentrations) regime - substantial liberalisation of merger filing thresholds set out in Resolution No. 66.18/2026/NQ-CP (“Resolution 66.18”) issued on 18 May 2026, and a tightening of the sanctions framework for competition law violations via Decree No. 102/2026/ND-CP issued on 20 May 2026 (“Decree 102”). Together, these instruments narrow the range of transactions requiring notification while materially increasing the penalties for those that are caught and fail to comply.

This article provides an overview of these changes to Vietnam’s merger control regime.

Higher filing thresholds

Against the backdrop of the Vietnam Government’s ongoing efforts to streamline administrative procedures and create a more favourable environment for investment, merger filing thresholds have been significantly liberalised under Resolution 66.18. The Resolution sets out the process and procedures to further the Government’s aims to decentralise, reduce, and simplify administrative procedures and business conditions. Resolution 66.18 will be in effect from 1 July 2026 to 28 February 2027.

Three of the four merger filing thresholds have been doubled compared to those previously set out under Decree No. 35/2020/ND-CP guiding the Law on Competition (“Decree 35”), making it harder for transactions to be covered under the filing regime. These changes apply to economic concentration transactions other than those involving credit institutions, insurance enterprises or securities companies (which remain subject to the separate thresholds set out in Decree 35):

Threshold	Previous regime (Decree 35)	Revised regime (Resolution 66.18)
Total assets in the Vietnamese market of an enterprise or its affiliated group, in the preceding financial year	VND3,000 billion	VND6,000 billion
Total sales or purchase turnover in the Vietnamese market of an enterprise or its affiliated group, in the preceding financial year	VND3,000 billion	VND6,000 billion
Transaction value of the economic concentration	VND1,000 billion	VND2,000 billion
Combined market share of the parties in the relevant market	20%	20% (unchanged)

The 20% combined market share threshold is unchanged. Accordingly, a transaction falling below the financial thresholds is not automatically exempt: enterprises must still assess the combined market share of the parties to determine whether the 20% threshold is met, which would independently trigger a filing obligation.

The Resolution also simplifies the notification dossier. A copy of the business registration certificate is now required only for enterprises not established under Vietnam law; enterprises incorporated in Vietnam no longer need to include it. For foreign-incorporated entities, consular legalisation of documents continues to apply for the time being. Separately, the Resolution streamlines the dossier and procedural requirements for applications for exemption from prohibited anti-competitive agreements.

Transitional provisions

The revised thresholds apply from 1 July 2026 to 28 February 2027, pending amendments to Decree 35/2020/ND-CP and corresponding provisions of the Law on Competition to formally codify the new position. Any merger filing submitted before 1 July 2026 will remain subject to the current (lower) thresholds under Decree 35/2020/ND-CP.

Tighter sanctions

On 20 May 2026, Decree 102 amending and supplementing a number of provisions of Decree No. 75/2019/ND-CP dated 26 September 2019 (“Decree 75”) on administrative sanctions in the field of competition came into effect. The amendments introduce changes to the penalty framework for competition law violations, particularly in relation to economic concentrations, the calculation of fines, the handling of information and documents in competition proceedings, and the introduction of electronic enforcement procedures. Decree 102 also expands the range of remedial measures available to authorities in economic concentration cases.

New fine structure for failure to notify economic concentrations

Under Decree 75, fines for failure to notify an economic concentration and for pre-clearance implementation were calculated by reference to a percentage of the violating enterprise's total turnover on the relevant market in the preceding fiscal year. Decree 102 replaces the previous penalty regime for failing to notify economic concentrations with a tiered structure of monetary fines calibrated to the size of the enterprises participating in the concentration.

Total assets, revenue, or purchase turnover on the Vietnam market in the preceding fiscal year	Fine per participating enterprise	Cap
Below VND3,000 billion	VND500 million - VND1 billion	5% of the violating enterprise’s total turnover in the relevant market in the preceding fiscal year
VND3,000 billion or more	VND1 billion - VND2 billion	5% of the violating enterprise’s total turnover in the relevant market in the preceding fiscal year

Implementation of economic concentration prior to clearance

The same tiered fine structure applies where enterprises implement an economic concentration before receiving notification of preliminary examination results from the Vietnam Competition Commission (“VCC”), or before the VCC issues a decision in cases subject to official examination.

In addition, Decree 102 introduces:

• a fine of between 1% and 3% of total turnover on the relevant market in the preceding fiscal year for enterprises that fail to comply fully with conditions imposed by the VCC when approving an economic concentration. These conditions may include structural or behavioural remedies intended to reduce anti-competitive effects arising from the transaction; and
• a fine of between 1% and 5% of total turnover on the relevant market for each enterprise participating in an economic concentration that has been prohibited by the VCC on the basis that the transaction causes or is likely to cause significant anti-competitive effects in the Vietnam market.

Remedial measures available to the authorities now include:

• compulsory satisfaction of all conditions stated in decisions on economic concentration;
• compulsory split-up or spin-off of merged or acquired enterprises;
• compulsory partial or wholesale resale of contributed capital or assets; and
• supervision by competent State regulatory authorities over prices and other transaction conditions.

Notification obligations apply regardless of competitive relationship

Decree 102 confirms that the obligation to notify an economic concentration applies regardless of whether the parties have a horizontal, vertical, or conglomerate relationship. Where the parties to a concentration are not on the same relevant market, do not operate at different stages of the same production, distribution, or supply chain, and do not have business lines that are inputs or complements to each other, a fixed fine of between VND100 million and VND200 million applies for failure to notify, rather than a percentage-based penalty.

Amendments to fines

Decree 102 also introduces a more structured methodology for determining specific fines within the prescribed ranges. As a general rule, fines are calculated by reference to the midpoint of the applicable range, subject to adjustment for aggravating and extenuating circumstances, which offset each other on a one-for-one basis.

A fine of between VND100 million and VND200 million applies where:

• the total turnover of the violating enterprise in the relevant market in the preceding fiscal year is zero; or
• enterprises participating in an economic concentration are not in the same relevant market, do not operate at different stages of the same production, distribution or supply chain, and do not have business lines that are inputs or complements to each other.

Where enterprises participating in an economic concentration (or in prohibited anti-competitive agreements) operate at different stages of the same production, distribution, or supply chain or have business lines that are inputs or complements to each other, the total turnover on the relevant market is calculated based on total revenue from markets related to the violating conduct.

Decree 102 also expands and refines the sanctions for parties failing to comply with information and document requests from the VCC, the Competition Investigation Agencies, or the Councils for settlement of anti-competitive cases:

• a fine of between VND20 million and VND30 million applies for insufficient provision of information and documents; and
• a fine of between VND20 million and VND50 million applies for failing to provide information and documents, providing false information or documents, falsifying information or documents, forcing others to do so, or concealing or destroying information and documents related to a competition case.

Additionally, the VCC is now empowered to annul:

• notifications of completeness and validity of economic concentration notification dossiers;
• notifications of preliminary examination results;
• decisions on economic concentration;

where it detects that a party has provided false or falsified information, forced others to do so, or concealed or destroyed information that resulted in a distorted outcome.

Electronic handling of administrative violations

Decree 102 introduces a new provision allowing the handling of administrative violations in the electronic environment, including the issuance and service of decisions on administrative sanctions.

In practice, this means that enterprises may receive sanction decisions and procedural documents from the VCC by electronic means with the same legal effect as paper service, potentially shortening timeframes for response and appeal. Fines may now be paid through the National Public Service Portal or via electronic payment services provided by banks or intermediary payment service providers, in addition to traditional cash payment and bank transfer to State Treasury accounts.

Transitional provisions

Decree 102 applies to:

• acts of violation that occurred and ended before its effective date but which are subsequently investigated, or are being examined and handled when the Decree takes effect; and
• acts of violation that occurred before its effective date and are still ongoing when the Decree takes effect.

However, for decisions on handling of competition cases issued before the effective date of the Decree that remain subject to complaint, the provisions of the original Decree 75 continue to apply.

While the VCC has not, to date, publicly commenced major merger control enforcement proceedings, these reforms signal the next stage in the development of Vietnam’s merger control regime. The liberalisation of the notification thresholds, coupled with a revised sanctions framework, suggests a more targeted approach to regulatory oversight, focusing on transactions of greater competitive significance while encouraging compliance with the merger control rules. Businesses contemplating transactions involving Vietnam should therefore continue to assess merger control implications carefully and ensure that any notification requirements are identified and addressed at an early stage.