What Is the Merger Threshold in Vietnam in 2026, Turnover, Assets, Market Share and VCC Filing

Last reviewed: 21 May 2026

Understanding what is the merger threshold in Vietnam is the first compliance question every deal team must answer before signing. Vietnam’s merger control regime, anchored in the Competition Law 2018 and its implementing Decree 35/2020/ND-CP, imposes mandatory pre-merger notification when any one of several quantitative tests is met, meaning a single misstep in calculation can stall closing or trigger penalties. As of 21 May 2026, the Vietnam Competition and Consumer Authority (VCC) continues to intensify its screening of economic concentration transactions, making accurate threshold analysis more consequential than ever.

This guide provides the numeric tests, step-by-step worked calculations, a complete filing checklist and realistic VCC timeline expectations that in-house counsel and transaction teams need to navigate Vietnam merger control with confidence.

Quick Answer, Do I Need to Notify?

If the proposed transaction qualifies as an “economic concentration” under the Competition Law 2018, which covers mergers, consolidations, acquisitions, and joint ventures, you must file a pre-merger notification with the VCC when any one of the following tests is triggered:

1. Combined total assets in Vietnam of the participating enterprises reach or exceed VND 3,000 billion (approximately USD 120 million) in the financial year preceding the concentration.
2. Combined total turnover in Vietnam of the participating enterprises reaches or exceeds VND 3,000 billion in the financial year preceding the concentration.
3. Transaction value reaches or exceeds VND 1,000 billion (approximately USD 40 million).
4. Combined market share of the participating enterprises on the relevant market reaches or exceeds 20%.

If none of these tests is met, notification is not required. If any single test is met, the parties must pause the transaction and file. The sections below explain how to calculate each test, what documents to prepare, and how long VCC review typically takes. For a downloadable one-page decision-tree checklist, see the filing pack section at the end of this article.

Numeric Thresholds for the Merger Threshold in Vietnam (2026), Quick Test

As applied in practice and reflected in VCC guidance and the ASEAN Competition MISP country page for Vietnam, the notification thresholds as of 21 May 2026 are set out in the following table.

Key caveats:

• Affiliate aggregation. Assets and turnover of all affiliated enterprises (as defined in the Competition Law 2018) must be aggregated. This includes parent companies, subsidiaries and entities under common control.
• Industry-specific rules. Certain sectors, banking, insurance and securities, have separate regulatory approval layers. The VCC filing obligation applies in addition to any sector-specific clearances.
• Only Vietnam nexus counts. Only assets held in, and turnover generated from, Vietnam are included in the calculation. Worldwide figures are irrelevant for the VND tests (though they may be relevant to the transaction value test).
• Any single test suffices. The tests operate as alternatives, not cumulative requirements. Meeting any one triggers the notification duty.

Threshold Tests Explained, Assets vs Turnover vs Market Share

The asset and turnover tests are objective: they rely on audited financial data from the most recent completed financial year. The transaction-value test captures deals where the parties themselves may be small but the deal consideration is significant, a scenario common in technology and start-up acquisitions. The market-share test is the most complex, requiring the parties to define the relevant product and geographic market and then estimate their combined share. In practice, the VCC frequently challenges market definitions proposed by the parties, particularly in sectors such as retail, logistics and digital platforms. Deal teams should prepare a reasoned market-definition analysis as part of the filing pack even where the numeric VND thresholds are the primary trigger.

How to Calculate Combined Turnover and Assets, Worked Examples for the Merger Threshold in Vietnam

The most common compliance errors arise not from misunderstanding the tests but from miscalculating the inputs. The following three worked examples walk through the mechanics step by step.

Example A, Horizontal Acquisition (Two Companies, Same Sector)

Scenario: Company A (a foreign-invested company) proposes to acquire 100% of Company B (a domestic LLC). Both operate in food processing in Vietnam.

1. Gather audited financials. Obtain the audited financial statements for the most recently completed financial year for both Company A and Company B, plus any affiliates of each that hold assets or generate turnover in Vietnam.
2. Calculate Company A’s Vietnam assets. Company A’s total assets on its Vietnam entity balance sheet: VND 1,800 billion. Company A’s parent has a separate Vietnamese subsidiary (Company A2) with assets of VND 400 billion. Because A2 is an affiliate under common control, aggregate: VND 1,800 billion + VND 400 billion = VND 2,200 billion.
3. Calculate Company B’s Vietnam assets. Company B has no affiliates. Total assets: VND 900 billion.
4. Combined assets test. VND 2,200 billion + VND 900 billion = VND 3,100 billion, this exceeds the VND 3,000 billion threshold.
5. Result: Pre-merger notification is required, regardless of whether the turnover, transaction-value or market-share tests are also met.

FX note: USD equivalents in this article use a reference rate of approximately VND 25,000/USD as of May 2026. Actual rates should be confirmed at the time of filing.

Example B, Top-Up Acquisition (Incremental Share Purchase)

Scenario: Investor X already holds 51% of Company C (a JSC). Investor X now proposes to acquire an additional 20% from a minority shareholder, bringing its total stake to 71%.

1. Is this an “economic concentration”? Under Article 29 of the Competition Law 2018 and its implementing provisions, an acquisition of shares or capital contributions that gives the buyer control, or additional control, over a target enterprise qualifies as an economic concentration. The critical question is whether the top-up triggers a new notification obligation.
2. Analyse the statutory definition. Article 29 refers to the “acquisition” of shares enabling an enterprise to “control or dominate” another. Because Investor X already holds a controlling 51%, industry observers interpret the additional purchase as potentially outside the scope of a fresh notification, but this position is not settled. The VCC has indicated in informal guidance that any acquisition reaching a new threshold level (e.g., moving from majority to supermajority) should be carefully assessed.
3. Apply the threshold tests. If the combined assets or turnover of Investor X (including affiliates) and Company C meet the VND 3,000 billion test, or the consideration for the additional 20% exceeds VND 1,000 billion, a conservative approach is to file.
4. Result: In the absence of a definitive VCC ruling, the safest course for a top-up acquisition exceeding any numeric threshold is to file voluntarily and obtain clearance.

Example C, Real-Estate-Heavy Transaction

Scenario: Developer D acquires 100% of a special-purpose vehicle (SPV) whose primary asset is land-use rights valued at VND 2,500 billion, with other assets of VND 600 billion.

1. Land-use rights in asset calculations. Under Vietnamese accounting standards, land-use rights are recorded as intangible assets on the balance sheet. They must be included in the total-asset calculation for threshold purposes.
2. SPV total assets. VND 2,500 billion (land-use rights) + VND 600 billion (other assets) = VND 3,100 billion.
3. Developer D’s assets. Even before aggregation, the SPV alone exceeds VND 3,000 billion. Filing is required.
4. Practical note: Real-estate SPV acquisitions are increasingly scrutinised by the VCC because the transaction structure, share purchase rather than asset purchase, may be used to avoid separate approvals. Deal teams should ensure that the asset valuation reflects fair market value as stated in audited accounts, not a discounted book value. Parties entering Vietnam’s property market through SPV acquisitions may also need to consider rights of foreign individuals and organisations to real estate in Vietnam when structuring the deal.

When to File and the Filing Process, Step by Step

Pre-merger notification in Vietnam is mandatory, and the transaction cannot close until the VCC has issued a clearance decision (or the statutory review period has expired without a prohibition). Below is the step-by-step sequence that meets the merger filing requirements Vietnam imposes under the Competition Law 2018 and Decree 35/2020/ND-CP.

Filing Forms and Supporting Documents, Detailed Checklist

The filing pack submitted to the VCC typically consists of the following items:

1. Notification form, the prescribed VCC form for economic concentration notification (Form attached to Decree 35/2020/ND-CP).
2. Business registration certificates of all participating enterprises (originals or notarised copies).
3. Audited financial statements for the two most recent financial years of each participating enterprise and their affiliates in Vietnam.
4. Transaction documents, the signed (or near-final) share purchase agreement, merger agreement, or joint-venture contract.
5. Market analysis report, a reasoned assessment of the relevant product and geographic market, and each party’s estimated market share.
6. Organisational chart showing the ownership structure of each participating enterprise, including all affiliates.
7. Board resolutions or equivalent corporate approvals authorising the transaction.
8. Power of attorney if the filing is submitted by a legal representative or external counsel on behalf of the notifying party.
9. Legalised and translated documents, any foreign-language documents must be translated into Vietnamese and, where required, consularly legalised for use in Vietnam.
10. Filing fee receipt, proof of payment of the applicable notification fee.

VCC Review Timeline and Likely Data Requests

The VCC’s review process has two phases:

• Preliminary review (Phase I): up to 30 days from the date the VCC confirms the filing is complete. The VCC may clear the transaction at this stage or determine that a detailed review is necessary.
• Formal appraisal (Phase II): up to 90 days if the VCC decides a detailed review is warranted. This period may be extended by a further 60 days in complex cases.

In practice, the completeness-check stage, before the 30-day clock starts, can itself take several weeks if the VCC issues supplementary data requests. Common requests include additional market data, competitor lists, customer concentration analyses, and explanations of post-merger integration plans. Early engagement with the VCC (including informal pre-filing consultations where available) can significantly reduce delays. Foreign investors unfamiliar with the Vietnamese regulatory landscape may also benefit from understanding Vietnam business visa requirements if in-person meetings with the VCC are required.

Practical Issues and Enforcement Trends, Vietnam Competition Commission Practice 2024–2026

The Vietnam Competition and Consumer Authority has materially increased its merger-screening activity over the 2024–2026 period. Several trends are worth noting for deal teams:

• Higher filing volumes. The VCC has publicly reported an increase in the number of economic concentration notifications received, reflecting both greater awareness among market participants and more proactive enforcement.
• Sector focus. Retail, logistics, digital platforms, real estate and financial services have drawn particular VCC attention. Transactions in these sectors should expect more granular data requests and longer Phase I timelines.
• Informal pre-filing consultations. Industry observers expect the VCC to continue encouraging voluntary pre-filing meetings. While not legally required, these consultations allow parties to test their market-definition approach and anticipate likely data requests.
• Confidentiality. The VCC has not published formal confidentiality protocols equivalent to those in EU merger control. Parties should proactively mark commercially sensitive information and request confidential treatment in the cover letter accompanying the filing.
• Voluntary filing. In borderline cases, particularly top-up acquisitions or transactions just below the VND thresholds, a voluntary filing eliminates the risk of a post-closing challenge. The practical cost of a voluntary filing is modest relative to the risk of sanctions.

The likely practical effect of these trends is that deal timelines in Vietnam should build in at least 60 to 90 days for the merger-clearance workstream, with an additional buffer of 30 days for document preparation and legalisation.

Entity Types and Special Cases, LLC, JSC, Top-Ups, Asset Deals and Real Estate

The merger threshold in Vietnam applies uniformly regardless of entity type, but practical application differs. The comparison table below summarises key distinctions.

Penalties, Consequences and Remediation Options

Failure to notify a qualifying economic concentration before closing is a breach of the Competition Law 2018. The potential consequences include:

• Administrative fines of up to 5% of total revenue of the infringing enterprises in the financial year preceding the year of the violation.
• Mandatory remedial measures, the VCC may require the parties to unwind the transaction, divest assets or restore the pre-merger competitive structure of the market.
• Reputational risk and regulatory scrutiny, a non-notification finding can trigger heightened VCC attention on the parties’ future transactions in Vietnam.

In practice, where parties discover a non-notification issue after closing, the recommended approach is to engage counsel immediately, prepare a voluntary post-closing filing and enter into dialogue with the VCC. Early self-reporting and cooperation have, in early indications, been treated as mitigating factors.

Checklist and Sample Filing Pack

The following checklist can be copied directly into a transaction data room to track VCC filing readiness:

• ☐ Confirm whether any threshold test is met (assets, turnover, transaction value, market share)
• ☐ Obtain audited financial statements (two years) for each participating enterprise and affiliates in Vietnam
• ☐ Prepare the VCC notification form (Decree 35/2020/ND-CP prescribed form)
• ☐ Compile business registration certificates (notarised copies)
• ☐ Draft the market analysis report, define relevant market and estimate combined share
• ☐ Prepare organisational charts showing ownership and affiliate relationships
• ☐ Obtain board resolutions authorising the transaction and the filing
• ☐ Execute power of attorney for filing counsel (if applicable)
• ☐ Translate and legalise all foreign-language documents
• ☐ Pay the notification fee and retain proof of payment
• ☐ Submit the filing pack to the VCC and confirm receipt
• ☐ Monitor the completeness-check period and respond to any supplementary data requests promptly

Conclusion and Recommended Next Steps

Knowing what is the merger threshold in Vietnam is only the starting point. The compliance obligation extends through calculation, document preparation, filing, and active engagement with the VCC through its review process. If your proposed transaction meets any of the four threshold tests, VND 3,000 billion in combined assets, VND 3,000 billion in combined turnover, VND 1,000 billion in transaction value, or 20% combined market share, you must pause integration and file before closing. Early preparation, conservative threshold analysis and proactive pre-filing engagement with the VCC are the most effective ways to avoid delays and penalties.

For further guidance on entering the Vietnamese market, see our complete guide to Vietnamese visa types and our overview of legal structuring for foreigners in Vietnam.

Sources

1. Vietnam Competition and Consumer Authority (VCC), Official News and Guidance
2. ASEAN Competition (MISP), Vietnam Country Page
3. Indochine Counsel, Vietnam Merger Control Guide
4. Freshfields, Vietnam’s Evolving Merger Control Regime
5. ICLG, Merger Control Laws and Regulations: Vietnam
6. LNT & Partners, Merger Filing for Top-Up Acquisitions
7. Norton Rose Fulbright, Competition Law Fact Sheet: Vietnam
8. LexisNexis, Vietnam Merger Control Guidance