Do You Still Need to File in Vietnam? Practical Guide to the New Merger‑filing Thresholds (resolution 66.18/2026)

Vietnam’s merger filing thresholds changed materially on 18 May 2026 when the Government promulgated Resolution No. 66. 18/2026, doubling the combined‑assets, combined‑turnover and transaction‑value triggers that determine whether a deal must be notified to the Vietnam Competition and Consumer Authority (VCCA). For in‑house counsel, private equity sponsors and M&A advisers with live transactions, the immediate question is simple: does my deal still require a merger notification in Vietnam? This guide provides the threshold mathematics, step‑by‑step worked examples, a practical checklist and a downloadable calculator so deal teams can answer that question fast, and structure their timelines accordingly.

The revised thresholds take effect on 1 July 2026, meaning every transaction currently in diligence or approaching signing must be screened against the new rules before closing.

Last reviewed: 30 May 2026. Thresholds are current as of this date. Readers should confirm effective dates and any subsequent VCCA clarifications with qualified counsel before acting.

Executive Summary: Does My Deal Still Need to Be Filed?

Under Resolution 66.18/2026, a transaction must be notified to the VCCA before closing if any one of the four statutory tests is met. The decision flow is straightforward, if a single test is triggered, filing is mandatory regardless of the other three.

Immediate next steps for deal teams:

1. Run the four‑test screen against the new thresholds using the downloadable merger‑filing threshold calculator.
2. If any test is met, build at least 30–60 calendar days of VCCA review time into your deal timetable.
3. If no test is met, document your screening analysis and retain it in the deal file for audit purposes.
4. For transactions signed before 1 July 2026 but not yet closed, confirm with counsel whether the old or new thresholds apply based on the effective date and transitional provisions.

What Changed Under Resolution 66.18/2026: Merger Filing Thresholds Vietnam at a Glance

Resolution No. 66.18/2026 was promulgated on 18 May 2026 and takes effect on 1 July 2026. It amends the numeric thresholds previously set under Decree 35/2020 (which implemented Vietnam’s Competition Law 2018) and supplements the framework established by Decree 102. The core change is a doubling of the financial thresholds, reflecting the growth of Vietnam’s economy and the Government’s stated aim of reducing the administrative burden on mid‑market transactions that do not raise genuine competition concerns.

The key changes are summarised in the comparison table below.

Old vs New Thresholds, Comparison Table

Industry observers expect the practical effect to be significant: a substantial number of mid‑market deals, particularly minority investments by private equity funds and cross‑border acquisitions of Vietnamese targets valued between VND 1,000 billion and VND 2,000 billion, will fall below the new transaction‑value threshold and no longer require notification. This is consistent with the Government’s policy direction of simplifying market entry and licensing rules for M&A, as reflected in broader reforms to Vietnam’s investment law framework for foreign investors.

However, the market share test remains unchanged. Transactions in concentrated sectors (financial services, telecommunications, cement, retail fuel distribution) may still trigger a filing obligation even if the financial thresholds are not met.

Which Transactions Are Still Caught: The Four Tests Explained

Under Vietnam’s competition law framework, a transaction constitutes an “economic concentration” subject to merger control if it involves a merger, consolidation, acquisition, or joint venture. Filing is required if any one of the four tests below is met. Deal teams must screen each test independently.

Combined Assets Test

The combined total assets of all parties to the concentration, calculated from their most recent audited financial statements attributable to operations in Vietnam, must be assessed. If any party (acquirer, target or their affiliates operating in Vietnam) has combined total assets of VND 6,000 billion or more, the test is triggered. The relevant metric is the total asset figure on the balance sheet of the Vietnam‑based entity or branch, consolidated with Vietnamese affiliates.

Quick example: A Singapore‑based PE fund acquires 100% of a Vietnamese logistics company. The fund has no assets in Vietnam, but the target has total assets of VND 5,200 billion and the fund’s existing Vietnamese portfolio company has assets of VND 900 billion. Combined assets = VND 6,100 billion → filing required.

Combined Turnover Test

The same logic applies to turnover. If the combined total revenue generated in Vietnam by all parties to the concentration equals or exceeds VND 6,000 billion in the most recent fiscal year, the test is met. Revenue is measured by reference to net turnover booked by Vietnamese entities and branches.

Quick example: A Vietnamese manufacturer (turnover VND 4,800 billion) merges with a domestic competitor (turnover VND 1,500 billion). Combined = VND 6,300 billion → filing required.

Transaction Value Test

This test captures deals where the financial consideration itself is large enough to warrant scrutiny, regardless of the parties’ existing scale. Transaction value equals the total consideration paid or payable for the shares, assets or contribution rights being transferred. Deferred consideration, earn‑outs and contingent payments are generally included at face value unless the parties can demonstrate that certain components are genuinely uncertain and should be excluded, though the VCCA has not yet published detailed guidance on this point under the new Resolution.

Quick example: A foreign buyer pays VND 2,100 billion for a 45% stake in a Vietnamese fintech company. Transaction value = VND 2,100 billion → filing required.

Market Share Test

If the combined market share of the parties in any relevant market in Vietnam equals or exceeds 20%, the transaction must be notified. The VCCA will then apply a Herfindahl‑Hirschman Index (HHI) analysis to determine whether the concentration is likely to substantially restrict competition. This test is unchanged under Resolution 66.18/2026 and remains the most analytically complex, because it requires a defensible market definition, a task that often benefits from early engagement with local competition law counsel.

Quick example: Two cement producers, each with a 12% share of the national cement market, propose a merger. Combined share = 24% → filing required.

How to Calculate Combined Assets, Turnover and Transaction Value: Worked Examples

The following three worked examples illustrate how to calculate the merger filing thresholds in Vietnam under the new Resolution for common deal types. Each example includes key inputs, the formula applied and the filing conclusion. A downloadable spreadsheet with these calculations is available in the Tools & Resources section below.

Worked Example 1, Cross‑Border PE Buyout

Combined assets test: VND 0 + VND 1,800 billion + VND 4,500 billion = VND 6,300 billion → threshold met.

Transaction value test: VND 3,200 billion → threshold met.

Conclusion: Two tests triggered, filing is mandatory. The deal team should build VCCA review time into the signing‑to‑closing timetable.

Worked Example 2, Minority Acquisition

Combined turnover test: VND 2,400 billion + VND 3,200 billion = VND 5,600 billion → threshold not met.

Transaction value test: VND 1,600 billion → threshold not met (below VND 2,000 billion).

Market share test: Acquirer has no existing presence in food distribution → threshold not met.

Conclusion: Under the new thresholds, no filing is required. Under the old thresholds, both the turnover test (VND 5,600 billion > VND 3,000 billion) and the transaction value test (VND 1,600 billion > VND 1,000 billion) would have been triggered. This illustrates the practical impact of Resolution 66.18/2026 on mid‑market minority deals.

Worked Example 3, Asset Purchase with Carve‑Outs

Combined assets test: The acquirer’s own Vietnam assets of VND 8,200 billion already exceed VND 6,000 billion → threshold met on a standalone basis.

Transaction value test: VND 1,900 billion → threshold not met (below VND 2,000 billion).

Conclusion: Filing is required because the acquirer’s stand‑alone assets in Vietnam exceed the combined‑assets threshold. The carve‑out structure does not avoid the filing obligation. Note that the seller’s retained assets are not relevant to the combined‑assets calculation for the acquirer, but the VCCA may request information about the seller’s full Vietnam operations during review.

Common Pitfalls When Calculating Merger Filing Thresholds in Vietnam

• Consolidation errors. Ensure all Vietnamese subsidiaries and branches of each party, including those held through intermediate holding companies, are consolidated for the assets and turnover tests.
• Related‑party transactions. Intra‑group revenue and assets should be eliminated on consolidation, consistent with Vietnamese accounting standards (VAS).
• Reference period. Use the most recent audited financial statements. If audited statements are not yet available for the current fiscal year, use the previous year’s figures and note this in the filing documentation.
• Currency conversion. Where a party’s financials are denominated in a foreign currency, convert at the State Bank of Vietnam reference exchange rate on the balance sheet date.
• Deferred/contingent consideration. Include earn‑outs and deferred payments at their full contractual face value unless there is a clear basis for exclusion, and document that basis carefully.

Deal Types and Practical Rules for Merger Control Vietnam

Different transaction structures interact with the four tests in different ways. The table below provides a quick reference for the most common deal types encountered by foreign investors and PE sponsors active in Vietnam.

Cross‑Border Transactions

Vietnam’s merger control regime applies to any economic concentration that has an effect in Vietnam, regardless of where the transaction is structured or signed. A share purchase agreement executed in Singapore for the sale of a BVI holding company that indirectly owns a Vietnamese operating subsidiary is caught if any threshold is met. Foreign acquirers should therefore include all Vietnam‑based affiliates in their screening analysis. For broader context on the regulatory environment for inbound investment, see the guide to Vietnam business visa and entry procedures.

Minority Investments and When They Trigger

Minority acquisitions trigger a filing obligation if the transaction value reaches VND 2,000 billion or if the resulting combined market share equals or exceeds 20%. Early indications suggest that the doubling of the transaction‑value threshold will remove the filing obligation for a significant number of mid‑market minority investments, particularly those by financial investors with no existing sector presence, where the market share test is unlikely to be relevant.

Asset Sales and Carve‑Outs

Asset purchases and business transfers are treated as economic concentrations under Vietnam’s competition law. The combined‑assets test looks at each party’s total Vietnam balance sheet, not the value of the specific assets being transferred. This means that large Vietnamese acquirers may trigger the threshold regardless of how small the asset package being purchased is. Deal teams should be alert to this asymmetry.

Merger Filing Timeline, Process and Practical Checklist for Deal Teams

If screening confirms that a merger notification in Vietnam is required, deal teams should plan for the following workflow. Statutory review periods under the Competition Law 2018 and Decree 35/2020 apply; the timeline below incorporates recommended buffers based on recent practice.

Practical checklist, action items for deal teams:

1. Screen early. Run the four‑test analysis during the first week of due diligence, before term sheet or SPA negotiations are finalised.
2. Draft the SPA condition precedent. If filing is required, include VCCA clearance as a condition to closing and specify a long‑stop date that allows for Phase 2 review.
3. Prepare the dossier in parallel. Gathering market share data and competition analysis can take 2–3 weeks; start early to avoid delaying the filing.
4. Implement hold‑separate measures. Between signing and closing, adopt interim operating covenants that prevent the acquirer from exercising control over the target before clearance.
5. Monitor the VCCA timeline. Follow up on completeness checks and respond promptly to information requests, delays in responses extend the statutory clock.
6. Document the screening analysis. Even if no filing is required, retain the four‑test workbook in the deal file for audit and defence purposes.

Industry observers expect that a straightforward Phase 1 review, with a well‑prepared dossier and no competition concerns, can be completed within approximately 30–40 calendar days from submission. Complex cases involving horizontal overlaps or concentrated markets may require the full Phase 2 timeline.

Enforcement, Penalties and Gun‑Jumping Risk Vietnam: Mitigation Checklist

Vietnam’s competition law provides for administrative fines, remedial orders and, in the most serious cases, the potential unwinding of a completed transaction for failure to notify (commonly known as “gun‑jumping”). Recent VCCA guidance signals an increasingly active enforcement posture, and the likely practical effect of the raised thresholds is that the VCCA will focus its enforcement resources on a smaller number of higher‑value transactions, potentially increasing scrutiny of those deals that remain above the filing line.

Key risk areas:

• Failure to file. Completing a notifiable transaction without VCCA clearance exposes the parties to fines (up to a percentage of total Vietnam turnover) and potential remedial orders.
• Premature integration. Exercising operational control over the target before clearance, even informally, constitutes gun‑jumping.
• Information sharing. Exchanging competitively sensitive information (pricing, customer lists, supply terms) between signing and clearance can breach competition law independently of the filing obligation.

Gun‑jumping mitigation checklist:

1. Adopt a written hold‑separate protocol before signing.
2. Appoint a “clean team” to manage pre‑closing information exchange.
3. Restrict the acquirer’s involvement in the target’s day‑to‑day commercial decisions.
4. Ring‑fence competitively sensitive data behind access controls and NDAs.
5. Include interim operating covenants in the SPA that preserve the target’s independent operation.
6. Brief both parties’ management teams on gun‑jumping risks and permissible pre‑closing conduct.
7. If gun‑jumping has already occurred, engage counsel immediately to assess voluntary disclosure and remediation options with the VCCA.

Sector‑Specific Triggers and Examples

While Resolution 66.18/2026 changes the financial thresholds, sector‑specific ownership caps and licensing rules can create additional triggers, or impose separate regulatory approval requirements, that operate independently of the competition law regime. Deal teams must screen both sets of rules.

Financial Services

Acquisitions of stakes in Vietnamese banks, insurance companies and securities firms are subject to ownership caps under sector‑specific regulations (e.g., the Law on Credit Institutions imposes limits on single‑shareholder and aggregate foreign ownership in banks). A minority acquisition of even a modest stake may require State Bank of Vietnam approval in addition to, or instead of, VCCA notification. The market share test is particularly relevant in banking and insurance, where a small number of institutions hold significant market positions.

Renewable Energy and Power Projects

Foreign investment in power generation and renewable energy projects is subject to ownership and licensing requirements under Vietnam’s electricity law and the revised investment law framework. Acquisitions of project companies that hold generation licences or power purchase agreements should be screened for both merger control thresholds and sector approval requirements. In concentrated sub‑markets (e.g., wind power in certain provinces), the 20% market share test may be triggered even where financial thresholds are not met.

Real Estate

Foreign ownership of real estate in Vietnam is governed by the Law on Housing and the Land Law, which impose restrictions on the types and quantities of property that foreign individuals and organisations may hold. Acquisitions of real estate companies or asset portfolios should be screened against both the merger control thresholds and the specific rules on foreign ownership of real estate in Vietnam. Large Vietnamese property developers may easily exceed the VND 6,000 billion combined‑assets threshold, making the asset test the most common filing trigger in this sector.

Tools and Resources: Merger‑Filing Threshold Calculator (Download)

To help deal teams screen transactions quickly against the new merger filing thresholds in Vietnam, a downloadable Excel spreadsheet is available. The calculator includes:

• Four‑test screening module. Input each party’s Vietnam assets, turnover, the transaction value and estimated market share. The spreadsheet returns an immediate yes/no filing indication for each test.
• Three pre‑filled worked examples. The cross‑border PE buyout, minority acquisition and asset purchase scenarios from this guide are included as sample tabs.
• Currency conversion helper. An input cell for the State Bank of Vietnam reference exchange rate, with automatic conversion for parties reporting in USD, EUR, JPY or SGD.
• Documentation log. A printable summary sheet that can be retained in the deal file as evidence of the screening analysis.

How to use the calculator:

1. Download the spreadsheet (Excel format) or make a copy of the Google Sheets version.
2. Enter the required data in the highlighted input cells on the “Screening” tab.
3. Review the output panel, which flags each test as “THRESHOLD MET” or “Below threshold”.
4. Print or export the summary sheet and attach it to your deal file.

Share the calculator with your deal team and local counsel so that all parties are working from a consistent analytical framework. For a more detailed walkthrough of how to calculate combined assets in Vietnam, including consolidation and related‑party rules, consult the worked examples above.

Conclusion: Immediate Actions for Deal Teams on Merger Filing Thresholds Vietnam

Resolution 66.18/2026 represents the most significant change to Vietnam’s merger control thresholds since the Competition Law 2018 came into force. For deal teams with live or planned transactions, the five priority actions are:

1. Screen every active deal against the new VND 6,000 billion assets/turnover thresholds and the VND 2,000 billion transaction‑value threshold, effective 1 July 2026.
2. Run the downloadable merger‑filing threshold calculator and retain the output in the deal file.
3. Reassess deal timing. If a transaction is currently notifiable under the old thresholds but falls below the new ones, consider whether closing can be deferred to 1 July 2026 or later to benefit from the revised rules, subject to legal advice on the transitional provisions.
4. Adopt hold‑separate and gun‑jumping mitigation measures for any deal that remains notifiable.
5. Engage qualified local counsel for transactions that trigger the market share test, sector‑specific caps or where the effective date creates ambiguity. The Global Law Experts lawyer directory includes Vietnam M&A and competition law practitioners who can assist.

The raised thresholds will remove the filing obligation for many mid‑market deals, but they do not eliminate merger control in Vietnam. Deal teams should treat every transaction as requiring a screening analysis, and document that analysis carefully.

Sources

1. Vietnam Competition & Consumer Authority (VCCA), Official News
2. Dentons LuatViet, New Merger Filing Thresholds in Vietnam (May 25, 2026)
3. YKVN, Vietnam Raises Merger Control Thresholds
4. ICLG, Merger Control Laws & Regulations: Vietnam
5. Lexology, Vietnam Merger Control Update
6. Indochine Counsel, Vietnam Merger Control Guide
7. VILAF, Vietnam Simplifies Market Entry and Licensing Rules