Important terminology correction before reading further: Vietnamese competition law has no mechanism or procedure called an \”exemption from economic concentration\”. This phrase is seriously misleading. In reality there are two entirely different mechanisms: (1) notification of economic concentration — when a transaction meets the thresholds in Chapter V of the Competition Law 2018, the parties must notify the National Competition Commission; there is no \”exemption application\” procedure; and (2) application for exemption of competition-restricting agreements — under Article 14 of the Competition Law 2018, the only genuine \”exemption\” mechanism in Vietnamese competition law.
With terminology clarified, here is good news for dealmakers: from 1 July 2026, economic concentration notification thresholds will be significantly relaxed under Resolution 66.18/2026/NQ-CP — many mid-sized deals will no longer require notification filings. But relaxed ex-ante control comes with tightened ex-post enforcement: penalties for failure to notify have risen sharply. Details below.
Old vs new notification thresholds compared
Under Resolution 66.18/2026/NQ-CP (effective 1 July 2026), three of the four notification thresholds in Article 13 of Decree 35/2020/ND-CP will be doubled:
| Threshold criterion | Old threshold (Decree 35/2020) | New threshold (from 1 July 2026) |
|---|---|---|
| Total assets in the Vietnamese market | VND 3,000 billion | VND 6,000 billion |
| Total sales revenue in the Vietnamese market | VND 3,000 billion | VND 6,000 billion |
| Transaction value of the concentration | VND 1,000 billion | VND 2,000 billion |
| Combined market share | 20% | 20% (unchanged) |
The key point: meeting any single threshold triggers the notification obligation — and the 20% market-share threshold is not relaxed. A deal worth under VND 2,000 billion that creates a combined market share of 20% or more must still be notified.
Which deals no longer require notification from 1 July 2026?
Under the new thresholds, mid-sized M&A deals — for example, parties with total Vietnamese assets or revenue between VND 3,000 billion and VND 6,000 billion, transaction values between VND 1,000 billion and VND 2,000 billion, and combined market share below 20% — will fall outside the notification obligation where they previously had to file. This shortens deal timelines, cuts compliance costs and improves transaction predictability.
Two important exceptions apply:
- Financial enterprises do not benefit from the relaxation. Credit institutions, insurance enterprises and securities companies remain subject to the old thresholds — the relaxation covers non-financial enterprises only.
- The 20% market-share threshold is unchanged — acquisitions creating a dominant market position remain fully controlled.
Warning: relaxed ex-ante control, tightened ex-post enforcement
Do not mistake relaxed thresholds for relaxed oversight. Decree 102/2026/ND-CP (effective 20 May 2026) has sharply increased penalties for failure to notify an economic concentration when notification was required:
- VND 0.5 – 1 billion: for smaller-scale cases;
- VND 1 – 2 billion: for cases with total assets or revenue of VND 3,000 billion or more.
The regulatory message is clear: lighter procedures for small and mid-sized deals, but heavier punishment for deliberately evading the notification duty. Dealmakers must assess thresholds carefully — miscalculating a threshold and facing a VND 1–2 billion fine is an entirely avoidable risk with one pre-signing legal review.
Note on the draft amendments to Decree 35/2020
A draft amending Decree 35/2020/ND-CP is currently under consultation. As of 14 October 2026, it remains a draft and has not been issued — its contents are projections only and should not be cited as current law when assessing notification obligations. We will update once the official text is issued.
Legal basis
- Competition Law No. 23/2018/QH14 (effective 1 July 2019, remains in force): Article 14 (exemption of competition-restricting agreements), Chapter V (control of economic concentration).
- Decree 35/2020/ND-CP (remains in force): Article 13 (notification thresholds — as adjusted by Resolution 66.18/2026), Article 16, Chapter IV.
- Resolution 66.18/2026/NQ-CP (effective 1 July 2026): doubles three of four notification thresholds; keeps the 20% market-share threshold; excludes credit institutions, insurers and securities firms.
- Decree 102/2026/ND-CP (effective 20 May 2026): penalties for failure to notify of VND 0.5–1 billion (smaller scale) and VND 1–2 billion (assets/revenue of VND 3,000 billion or more).
Conclusion
From 1 July 2026, the landscape of economic concentration control in Vietnam changes fundamentally: asset, revenue and transaction-value thresholds double, letting many mid-sized M&A deals close faster. But the 20% market-share gate stands firm, financial enterprises are excluded from the relaxation, and penalties for notification violations have risen to VND 2 billion. Accurately assessing thresholds before each deal — and sharply distinguishing \”notification of economic concentration\” from \”exemption of competition-restricting agreements\” — are two must-dos for every dealmaker from now on.
Preparing an M&A transaction? FLAT Law Firm assists with threshold assessment, filing dossiers to the National Competition Commission and comprehensive competition-risk review. Contact us at /en/contact/.
Disclaimer: This article provides general legal information and does not constitute legal advice for any specific case. Please consult a lawyer for detailed advice.
Transparency label: This content was prepared by the FLAW AI Legal Council; it is reviewed by the QA Council under internal procedures (not reviewed by a human lawyer).