An M&A deal just signed its SPA — then discovers it triggers economic concentration notification, which nobody modeled in negotiations. Now filings go to the National Competition Commission, reviews pend, and the long-stop date counts down. Timelines, thresholds, and non-notification penalties? Updated to 2026 rules.
Legal basis (updated to 20/10/2026)
- Competition Law 23/2018/QH14, Articles 29–34: economic concentration — forms (mergers, acquisitions, joint ventures…) and notification duties.
- Decree 35/2020/ND-CP (24/3/2020): guiding the Competition Law — thresholds, dossiers, review procedures. Still effective at writing (replacement draft under consultation, not yet issued).
- Resolution 66.18/2026/NQ-CP (effective 01/7/2026): raised total-asset and revenue/purchase-turnover thresholds for ordinary enterprises from VND 3,000 billion to VND 6,000 billion.
- Decree 102/2026/ND-CP (31/3/2026, effective 20/5/2026): amending Decree 75/2019/ND-CP on competition administrative penalties — increased fines for non-notification: VND 500 million–1 billion (enterprises under VND 3,000 billion), VND 1–2 billion (VND 3,000 billion+).
When notification is required — 4 thresholds (ordinary enterprises)
Under Decree 35/2020 (with asset/revenue thresholds raised by Resolution 66.18/2026), deals must notify meeting any: (1) combined Vietnam-market total assets of VND 6,000 billion+; (2) combined Vietnam-market sales revenue/purchase turnover of VND 6,000 billion+; (3) combined market share of 20%+ on relevant markets; (4) transaction value of VND 1,000 billion+ (not for offshore transactions).
Key note: the VND 6,000 billion thresholds apply from 01/7/2026 — deals signed before use the old VND 3,000 billion. Check transitional rules for duty timing.
Timeline — 5 phases
Phase 1 — threshold assessment (pre-SPA signing): 1–2 weeks. Compute parties’ Vietnam assets, revenues, market shares. Hire competition counsel — don’t self-compute; “relevant market” definitions and revenue allocation are complex.
Phase 2 — dossier preparation (post-SPA signing): 2–4 weeks. Dossiers include: draft concentration documents, financial statements, market-share data, competition-impact analyses… SPAs should set filing deadlines (e.g., 10 business days post-signing).
Phase 3 — preliminary review: 30 business days from complete valid dossiers. The National Competition Commission decides: clear without official review or proceed to official review.
Phase 4 — official review (if any): 90 days (extendable). Assesses competition-restricting impacts, consults stakeholders. The longest, least predictable phase.
Phase 5 — decision: approval (possibly conditional: asset divestitures, behavioral commitments…) or prohibition. Realistic total: 3–6 months with official review.
Non-notification — new sanctions
Under Decree 102/2026 (effective 20/5/2026): fines of VND 500 million–1 billion (enterprises under VND 3,000 billion) or VND 1–2 billion (VND 3,000 billion+) for non-notification. Plus remedial measures: forced demergers, divestiture of capital/assets — closed deals can be “unwound”. Regulators may also control purchase/sale prices and transaction conditions of violating merged enterprises.
Gun-jumping: closing notifiable deals before approval is also punishable — don’t “dodge” via close-first, file-later.
Two foreign companies’ deal — Vietnam notification?
Possibly — the 2018 Competition Law covers offshore concentrations affecting Vietnam’s market. Separate thresholds: total assets/revenues on Vietnam’s market (no transaction-value criterion). Many global M&A deals “forget” this Vietnam duty and get fined.
How is 20% combined market share computed?
Define the “relevant market” (product + geographic markets), then compute parties’ shares. The most technical part — relevant-market definitions can flip notification conclusions. Hire competition specialists early.
Pre-notification consultations available?
International practice allows informal pre-filing consultations with competition authorities — clarifying dossier needs, reducing supplement rounds. In Vietnam, parties may engage the National Competition Commission to clarify filing requirements.
Typical approval conditions (remedies)?
Authorities may conditionally approve: asset sales/partial divestitures (structural), no-price-hike/non-discrimination commitments (behavioral), continued operations… Remedy negotiation is a “deal within a deal” — needing specialist competition counsel.
Long-stop dating with competition CPs?
Set long-stop at least 6–9 months from SPA signing (see EXP-6214). SPAs should also specify buyer “hell-or-high-water” vs “best efforts” duties for approvals — determining how far buyers must go (including heavy remedies) for clearance.
Contact FLAT Law Firm
FLAT Law Firm advises M&A on economic concentration: threshold assessments, dossier preparation, National Competition Commission engagement, and remedy negotiation. Engage pre-SPA signing — discovering notification duties post-signing is the costliest mistake.
This article has been quality-reviewed by the FLAW AI Legal Council