Scenario: Which thresholds trigger a filing? — the opening question on “Merger Triggers Economic Concentration Filing: Procedure and Timeline”, with a reference situation of around 155,000 USD, under the law on 20 October 2026.
1. The current legal basis for EXP-6062
The directly governing framework is Competition Law 23/2018/QH14, Decree 35/2020/ND-CP guiding its implementation and Decree 75/2019/ND-CP on administrative penalties in competition.
Article 13 of Decree 35/2020/ND-CP sets economic-concentration notification thresholds at total assets or total turnover on the Vietnamese market of VND 3,000 billion, a transaction value of VND 1,000 billion, or a combined market share of 20% or more on the relevant market.
2. Applying the rules to the concrete situation
The filing goes to the National Competition Commission under the Ministry of Industry and Trade; preliminary appraisal takes 30 days from a valid file, and formal appraisal can run 90 days plus a 60-day extension for complex cases — a notifiable deal must not close before a clearance outcome Failing to file when a threshold is met draws a fine under Decree 75/2019 and the deal can be suspended or unwound; the most common error is counting only the target’s revenue and forgetting the buyer group’s entire Vietnamese turnover, turning an apparently below-threshold deal into a notifiable one.
The client’s questions on this topic — Which thresholds trigger a filing?; Where and how long is the review?; What fine applies if we do not file?; Can we close while review is pending? — form a single decision chain: a wrong answer at the first link distorts every later link, so this article keeps the chain’s order and always returns to the file, the filing on the prescribed form with the parties’ audited financial statements, a sourced market-share calculation, and a competition-clearance condition precedent in the sale agreement, to prove its conclusions.
3. Working through the questions companies actually ask
Which thresholds trigger a filing?
Article 13 of Decree 35/2020/ND-CP sets economic-concentration notification thresholds at total assets or total turnover on the Vietnamese market of VND 3,000 billion, a transaction value of VND 1,000 billion, or a combined market share of 20% or more on the relevant market. The test of this conclusion sits in the filing on the prescribed form with the parties’ audited financial statements, a sourced market-share calculation, and a competition-clearance condition precedent in the sale agreement and the the framework above framework.
Where and how long is the review?
The filing goes to the National Competition Commission under the Ministry of Industry and Trade; preliminary appraisal takes 30 days from a valid file, and formal appraisal can run 90 days plus a 60-day extension for complex cases — a notifiable deal must not close before a clearance outcome Failing to file when a threshold is met draws a fine under Decree 75/2019 and the deal can be suspended or unwound; the most common error is counting only the target’s revenue and forgetting the buyer group’s entire Vietnamese turnover, turning an apparently below-threshold deal into a notifiable one. To rely on this conclusion, the company needs the filing on the prescribed form with the parties’ audited financial statements, a sourced market-share calculation, and a competition-clearance condition precedent in the sale agreement matching the framework set out above.
What fine applies if we do not file?
The filing goes to the National Competition Commission under the Ministry of Industry and Trade; preliminary appraisal takes 30 days from a valid file, and formal appraisal can run 90 days plus a 60-day extension for complex cases — a notifiable deal must not close before a clearance outcome Failing to file when a threshold is met draws a fine under Decree 75/2019 and the deal can be suspended or unwound; the most common error is counting only the target’s revenue and forgetting the buyer group’s entire Vietnamese turnover, turning an apparently below-threshold deal into a notifiable one. The risk on this point falls only when the filing on the prescribed form with the parties’ audited financial statements, a sourced market-share calculation, and a competition-clearance condition precedent in the sale agreement is completed under the framework above.
Can we close while review is pending?
The filing goes to the National Competition Commission under the Ministry of Industry and Trade; preliminary appraisal takes 30 days from a valid file, and formal appraisal can run 90 days plus a 60-day extension for complex cases — a notifiable deal must not close before a clearance outcome Failing to file when a threshold is met draws a fine under Decree 75/2019 and the deal can be suspended or unwound; the most common error is counting only the target’s revenue and forgetting the buyer group’s entire Vietnamese turnover, turning an apparently below-threshold deal into a notifiable one. The action consequence is to complete the filing on the prescribed form with the parties’ audited financial statements, a sourced market-share calculation, and a competition-clearance condition precedent in the sale agreement before applying that framework.
4. Handling process and the file to prepare
- Test the situation against the framework above and minute both the matches and the divergences internally.
- Assemble the filing on the prescribed form with the parties’ audited financial statements, a sourced market-share calculation, and a competition-clearance condition precedent in the sale agreement into one indexed set with a named owner.
- Stick to the order the minutes approved — paperwork first, action second, never the other way round.
- Keep the EXP-6062 file as its own set, ready to produce when an authority or partner asks.
5. A worked figure and the action conclusion
Quantify it: 7,750 USD is the duty arising from a 155,000 USD situation at 5%; misclassifying the substance puts that whole amount at risk of reassessment or waste.
Conclusion: the point to remember on EXP-6062 is: Article 13 of Decree 35/2020/ND-CP sets economic-concentration notification thresholds at total assets or total turnover on the Vietnamese market of VND 3,000 billion, a transaction value of VND 1,000 billion, or a combined market share of 20% or more on the relevant market.
Frequently asked questions
1. Which thresholds trigger a filing?
Article 13 of Decree 35/2020/ND-CP sets economic-concentration notification thresholds at total assets or total turnover on the Vietnamese market of VND 3,000 billion, a transaction value of VND 1,000 billion, or a combined market share of 20% or more on the relevant market. The accompanying file for this question alone: the filing on the prescribed form with the parties’ audited financial statements, a sourced market-share calculation, and a competition-clearance condition precedent in the sale agreement.
2. Where and how long is the review?
The filing goes to the National Competition Commission under the Ministry of Industry and Trade; preliminary appraisal takes 30 days from a valid file, and formal appraisal can run 90 days plus a 60-day extension for complex cases — a notifiable deal must not close before a clearance outcome Failing to file when a threshold is met draws a fine under Decree 75/2019 and the deal can be suspended or unwound; the most common error is counting only the target’s revenue and forgetting the buyer group’s entire Vietnamese turnover, turning an apparently below-threshold deal into a notifiable one. The accompanying file for this question alone: the filing on the prescribed form with the parties’ audited financial statements, a sourced market-share calculation, and a competition-clearance condition precedent in the sale agreement.
3. What fine applies if we do not file?
Article 13 of Decree 35/2020/ND-CP sets economic-concentration notification thresholds at total assets or total turnover on the Vietnamese market of VND 3,000 billion, a transaction value of VND 1,000 billion, or a combined market share of 20% or more on the relevant market. The accompanying file for this question alone: the filing on the prescribed form with the parties’ audited financial statements, a sourced market-share calculation, and a competition-clearance condition precedent in the sale agreement.
4. Can we close while review is pending?
The filing goes to the National Competition Commission under the Ministry of Industry and Trade; preliminary appraisal takes 30 days from a valid file, and formal appraisal can run 90 days plus a 60-day extension for complex cases — a notifiable deal must not close before a clearance outcome Failing to file when a threshold is met draws a fine under Decree 75/2019 and the deal can be suspended or unwound; the most common error is counting only the target’s revenue and forgetting the buyer group’s entire Vietnamese turnover, turning an apparently below-threshold deal into a notifiable one. The accompanying file for this question alone: the filing on the prescribed form with the parties’ audited financial statements, a sourced market-share calculation, and a competition-clearance condition precedent in the sale agreement.
This article has been quality-reviewed by the FLAW AI Legal Council