When Does a Vietnam M&A Deal Require Merger-Control Filing?

Merger control in Vietnam is a merger control filing obligation, not a competition opinion. The question is mechanical: does the transaction amount to an economic concentration, and do the parties, taken as whole corporate groups, cross any one of the statutory thresholds? If both answers are yes, notification to the National Competition Commission is mandatory and closing before clearance is unlawful, however benign the deal looks commercially. Treating merger control as a late-stage formality is the most common and most expensive planning error in Vietnamese acquisitions.

The analysis should therefore run at term-sheet stage, when the structure can still be changed. It needs group-level financial data rather than target-only figures, because the merger control thresholds are tested against the parties to the concentration and their affiliates. A modest Vietnamese target acquired by a large international group can trigger merger control on the acquirer’s own numbers alone, and the parties will not discover that in a data room.

The threshold test is arithmetic applied to group figures, not judgement. Photo: Pexels.

A Vietnam M&A deal may require merger-control notification even when the target is relatively small, the buyer is foreign or the parties have little overlap in Vietnam. The filing analysis should begin before signing because a notifiable economic concentration generally cannot be implemented before the required review is completed.

Vietnam’s framework is based on the 2018 Competition Law and its implementing rules. As of August 2026, Resolution 66.18/2026/NQ-CP has temporarily increased three general notification thresholds from 1 July 2026. Parties should confirm the rules in force on the planned signing and closing dates because further implementing changes are under development.

What transactions are economic concentrations?

Merger control can apply to mergers, consolidations, acquisitions and joint ventures that fall within the statutory concept of an economic concentration. A share acquisition may qualify when it gives the buyer ownership or control over the target or part of its business.

The analysis should look beyond the label used in the transaction documents. A subscription, asset purchase, contractual arrangement or series of connected steps may produce control even if the parties do not call it an acquisition.

Control and influence

Control may arise from ownership of capital or assets, voting rights, board appointment, key decision rights or another ability to govern the target’s operations. Minority acquisitions therefore require careful review when the buyer obtains decisive vetoes or strategic rights.

Ordinary minority protections may not always create control, but the complete governance package should be analysed. Reserved matters, quorum, management appointment and financing rights should not be assessed separately from the ownership percentage.

Merger control: which parties are tested?

Vietnam’s thresholds may refer to an enterprise or the affiliated group of which it is a member. The buyer-side analysis can therefore require group-level Vietnamese assets and revenue, not only the acquisition vehicle’s figures.

Identify the ultimate group, subsidiaries and entities under common control. The target and seller information should also be collected consistently. A special-purpose buyer with no turnover does not necessarily avoid notification.

Current general thresholds from 1 July 2026

For enterprises other than credit institutions, insurers and securities companies, Resolution 66.18/2026/NQ-CP raised three of the four general thresholds. A filing may be triggered if at least one applicable threshold is met:

• Total assets in the Vietnamese market of an enterprise or its affiliated group reached VND 6,000 billion or more in the preceding financial year.
• Total sales or purchase turnover in the Vietnamese market of an enterprise or its affiliated group reached VND 6,000 billion or more in the preceding financial year.
• The value of the economic concentration is VND 2,000 billion or more.
• The parties’ combined market share is 20 percent or more in a relevant market in the preceding financial year.

The first three amounts were doubled from the prior general thresholds, while the 20 percent combined market-share threshold remained unchanged. The special thresholds applicable to credit institutions, insurance enterprises and securities companies were not changed by this measure.

Why one threshold can be enough

The thresholds are alternative screens rather than a cumulative test. A deal may require notification because the buyer group has large Vietnamese revenue even if the target is small and the parties have no meaningful overlap.

Similarly, a high transaction value can trigger review even where Vietnamese turnover is limited. Parties should not stop after calculating market share.

Vietnamese assets threshold

Determine the total assets in Vietnam of the relevant enterprise or affiliated group in the preceding financial year. Use consistent financial statements and explain group boundaries, currency conversion and any material accounting differences.

For an international group, the task is not simply to use global assets. The applicable figure concerns the Vietnamese market, but identifying which local assets belong to the relevant group can require detailed financial input.

Vietnamese turnover threshold

The turnover test refers to sales or purchase turnover in the Vietnamese market. Cross-border sales into Vietnam may require analysis even if the group has no incorporated Vietnamese subsidiary.

Finance teams should reconcile the figure with customer location, invoices and management reporting. The legal team should document the methodology because authority questions may focus on how Vietnam revenue was isolated.

Transaction value threshold

Deal value can include more than the cash paid at closing. Deferred consideration, assumed debt, contingent payments, asset value and connected steps may be relevant depending on the structure and applicable rules.

Prepare a calculation that reconciles the term sheet, acquisition agreement and funds flow. A primary subscription and secondary purchase executed as one transaction should not be analysed artificially in isolation.

Combined market-share threshold

The combined market-share threshold requires definition of the relevant product and geographic markets. The parties should identify substitutable products, customer groups, distribution channels and competitive conditions.

A horizontal overlap is the clearest case, but vertical or conglomerate relationships may still matter for substantive assessment. Reliable market data can be difficult to obtain, so the merger control analysis should begin early and record reasonable assumptions.

Special financial-sector thresholds

Credit institutions, insurance enterprises and securities companies remain subject to special threshold rules. Their analysis can involve capital, assets, revenue or transaction value measures tailored to the sector.

Do not apply the general VND 6,000 billion and VND 2,000 billion figures automatically to a financial-sector transaction. Sector counsel and current regulatory materials should be checked.

Cross-border transactions

A transaction signed and completed outside Vietnam can still be notifiable when the parties meet Vietnamese thresholds and the concentration affects or may affect the Vietnamese market. The location of the target or acquisition vehicle is not decisive.

Global transactions should include Vietnam in the multi-jurisdictional filing analysis. Local data, translations and authority engagement may be needed even if Vietnam represents a small part of the global business.

Minority acquisitions

A minority investment may constitute an acquisition of control depending on voting, governance and strategic rights. Review the shareholders’ agreement, charter and board arrangements together with the percentage.

If the investment is purely passive and does not confer control, it may fall outside the relevant acquisition concept, but that conclusion should be documented. Future step-ups, options and conversion rights may need a separate analysis.

Joint ventures

Formation of a joint venture can be an economic concentration. The parties should assess whether the arrangement creates a jointly controlled enterprise or combines business resources in a manner covered by the law.

The filing analysis should include parent-group assets and revenue where required. A newly incorporated joint venture with no turnover can still be notifiable because of its parents.

One threshold is enough to make notification mandatory. Photo: Pexels.

Intra-group reorganisations

Internal restructurings require fact-specific review. A transfer between companies under common control may not change ultimate control, but the statutory form, parties and current guidance should be examined.

Do not assume an intra-group label automatically removes notification risk. Document the ownership chain before and after the transaction.

Series of connected transactions

Parties may acquire ownership in stages through subscriptions, transfers, options or convertible instruments. Connected steps should be analysed as a whole where they form one commercial transaction or lead to control.

Splitting the deal into smaller closings should not be used to avoid notification. The agreement should make later steps conditional on any required clearance.

When to conduct the merger control assessment

Begin at term-sheet stage and update the merger control analysis when price, ownership, governance or group information changes. The financial thresholds use preceding-year data, while the final transaction value may remain uncertain until signing.

The regulatory workstream should be part of the broader foreign investor roadmap for acquiring a Vietnamese company.

Run the merger control screen before the term sheet is signed, then re-run it whenever the structure changes. Three events commonly change the answer: a shift from a minority stake to a controlling one, the addition of a second Vietnamese target to the same transaction, and a change of acquiring entity within the buyer’s group. Because the merger control assessment depends on figures the buyer already has, it costs little to repeat and it protects the timetable. Where the answer is finely balanced, the safer course is to notify, since the cost of an unnecessary merger control filing is small compared with the consequences of closing without one.

Information needed for the merger control filing analysis

• Pre- and post-closing ownership and control charts.
• Buyer, target and affiliated-group financial information.
• Vietnamese assets and sales or purchase turnover.
• Purchase price, deferred consideration and assumed obligations.
• Products, customers, competitors and distribution channels.
• Relevant market definitions and market-share estimates.
• Shareholders’ agreement, charter and governance rights.
• Connected acquisitions, options and future steps.

Collecting this material early is what keeps a merger control timetable honest. The buyer needs group financial statements for the relevant year, a corporate chart showing every affiliate with Vietnamese activity, revenue attributable to Vietnam by entity, and a clear description of the products or services that overlap with the target. Where a merger control filing is likely, the same pack supports the substantive assessment as well as the threshold test, so preparing it once serves both stages. Sellers should expect to contribute equivalent data for the target group, and the sale agreement should oblige them to do so within a defined period once the merger control analysis identifies what is missing.

Preliminary review process

Once a complete and valid notification is accepted, the National Competition Commission conducts a preliminary appraisal. The public procedure indicates a maximum preliminary review period of 30 days from receipt of a complete and valid dossier.

The authority may permit the concentration, determine that it requires official appraisal, or request clarification and completion of the submission. Preparation time and completeness review should be added to the statutory review when planning closing.

Official appraisal

Transactions raising competition concerns may proceed to an official appraisal. This can materially extend the timetable and require detailed economic evidence, market information and responses to authority questions.

The acquisition agreement should allow sufficient time and establish who controls submissions, meetings and proposed remedies.

Substantive competition assessment

Meeting a threshold creates a merger control notification obligation; it does not mean the transaction is anti-competitive. The authority may examine market structure, combined share, concentration, competitive relationships, entry barriers, buyer power and efficiencies.

Parties with significant overlaps should prepare a substantive assessment before filing. Internal documents describing the deal’s competitive purpose should be reviewed for accuracy and consistency.

Closing condition and gun-jumping

A notifiable deal should not be implemented before the applicable review permits closing. The acquisition agreement should include clearance as a condition precedent and restrict transfer of control, ownership and sensitive coordination.

Interim covenants may protect the target, but the buyer should not direct day-to-day operations before closing. Information exchange should use clean teams or other safeguards where competitively sensitive data is involved.

Gun-jumping is not limited to completing the share transfer. Exercising control before clearance, whether by appointing directors, directing pricing or commercial strategy, or integrating sales teams, can amount to implementing the concentration early. The disciplined approach is a clean-team protocol during the merger control process: competitively sensitive information is shared only with a defined group, integration planning is documented as planning rather than execution, and the seller continues to run the business in the ordinary course until clearance is received.

Relationship with Vietnam M&A approval

Merger-control filing is separate from foreign-investment M&A approval. A deal may require one, both or neither. The tests, authority, documents and timelines differ.

The processes should be mapped together, as explained in Vietnam M&A approval and its impact on the closing timeline.

Contractual allocation of filing risk

The agreement should identify the merger control filing party, cooperation duties, information deadlines, control of strategy and standard of regulatory efforts. It should address whether the buyer must accept behavioural commitments, divestments or other remedies.

A seller may seek certainty, while a buyer needs protection against a remedy that destroys the transaction’s rationale. Material commitments should be expressly negotiated rather than hidden in a generic “best efforts” clause.

Long-stop date

Build in preparation, preliminary appraisal, possible official appraisal and information requests. The long-stop date may extend automatically where review is continuing and the parties are complying.

If clearance is refused or available only with unacceptable remedies, termination, deposit and break-fee consequences should be clear.

Consequences of failing to notify

Implementing a notifiable transaction without clearance can expose parties to penalties, remedial orders and significant closing risk. It may also breach financing and acquisition-agreement obligations.

If a merger control filing issue is discovered after signing, the parties should pause implementation, obtain advice and consider a contractual extension. They should not try to cure the problem through undisclosed interim control.

Practical filing checklist

• Determine whether the deal is an economic concentration.
• Analyse control, including minority governance rights.
• Identify relevant affiliated groups.
• Test every applicable assets, turnover, value and market-share threshold.
• Apply special thresholds for regulated financial enterprises.
• Include cross-border and connected transaction steps.
• Prepare market data before the merger control notification is submitted.
• Make clearance a condition precedent.
• Prevent gun-jumping and sensitive information misuse.
• Allow time for preliminary and possible official appraisal.

Recheck the rules at signing

Vietnam’s thresholds changed on 1 July 2026 and the regulatory framework continues to develop. Parties should confirm the law and official procedures in force for their transaction rather than relying on an older precedent.

An early, documented merger-control analysis protects the closing timetable and allows the buyer and seller to allocate regulatory risk before they become irrevocably committed.

Frequently asked questions about merger control

Which transactions count as an economic concentration?

The concept covers mergers and consolidations, acquisitions of an enterprise or part of an enterprise, joint ventures between enterprises, and other forms of concentration recognised by law. What matters is the acquisition of control or decisive influence over the target rather than the label the parties use. A purchase of assets that transfers a business line, or a shareholding accompanied by veto rights over the budget and business plan, can be a concentration even where the percentage acquired looks modest.

Is a minority stake ever notifiable?

Yes, if it confers control or decisive influence. Rights that let an investor block the annual budget, the business plan, the appointment of senior management or a change of business direction can amount to control even without a majority of shares. Because the same rights are the standard protections a financial investor negotiates, minority investments should be screened for merger control on the basis of the governance package, not the percentage.

Which entities financial figures are counted towards the merger control thresholds?

The thresholds are applied to the parties to the concentration together with the enterprises in the same group, not to the Vietnamese target in isolation. That means the acquirer worldwide group and its Vietnamese assets and turnover are relevant, as are those of the seller group where it remains a party. Practically, the buyer should collect group balance-sheet and revenue data for the relevant financial year at the outset, since assembling it late is what delays most filings.

What happens if the parties close without clearance?

Closing an economic concentration that required notification, before clearance is granted, exposes the parties to administrative penalties calculated by reference to turnover, and to remedial measures that can include unwinding steps already taken. The exposure sits with both sides, not only the buyer. For that reason clearance should be an express condition precedent, and the agreement should allocate the risk of refusal, the responsibility for preparing the merger control filing and the costs of any extended review.

How does merger control interact with M&A approval for foreign investors?

They are separate processes with separate authorities and neither substitutes for the other. Competition clearance addresses the effect of the transaction on competition; investment approval addresses whether a foreign investor may hold the interest at all. A transaction can require both, one, or neither. Where both apply, they can usually be prepared in parallel, but the closing sequence should assume the longer of the two timetables rather than the shorter.

Next step

Screen the transaction before you sign, using group figures rather than target figures. Check how control and affiliation are defined for your structure under the Law on Enterprises, then decide whether the merger control filing is a condition precedent you must build into the timetable.

IVLF Lawyer prepares threshold assessments, notification dossiers and clearance strategies for Vietnamese and cross-border transactions. If you need a Vietnam M&A lawyer to run a merger control analysis and manage the merger control filing, see our legal services or contact IVLF Lawyer.

Related reading: Vietnam M&A approval and its impact on the closing timeline, Signing and closing checklist for a Vietnam M&A transaction, and Acquiring a foreign-invested company in Vietnam.

Speak With IVLF About This Transaction

IVLF Advisors supports buyers, sellers and investors through the full lifecycle of a Vietnamese transaction as part of its M&A advisory Vietnam practice. Our Vietnam M&A lawyer team can help you apply the points in this guide to your specific deal, from structuring through closing.

For related reading, see our guides on Purchase Price Payment, Ownership Transfer and Company Handover, Vietnam M&A Approval and Its Impact on the Closing Timeline, Technology M&A in Vietnam: Software, Data and Intellectual Property, Acquiring a Vietnamese Family Business: Succession and Shareholder Risks. Contact IVLF Advisors to discuss your transaction.

Speak With IVLF About This Transaction

IVLF Advisors supports buyers, sellers and investors through the full lifecycle of a Vietnamese transaction as part of its M&A advisory Vietnam practice. Our Vietnam M&A lawyer team can help you apply the points in this guide to your specific deal, from structuring through closing.

For related reading, see our guides on Purchase Price Payment, Ownership Transfer and Company Handover, Vietnam M&A Approval and Its Impact on the Closing Timeline, Technology M&A in Vietnam: Software, Data and Intellectual Property, Acquiring a Vietnamese Family Business: Succession and Shareholder Risks. Contact IVLF Advisors to discuss your transaction.