Vietnam's merger control regime is governed by its general law on competition, the Law on Competition (2018), which includes definitions of concentrations, basis for notification and dossier requirements, process of review and prohibited acts. Said law is supplemented by the Decree No. 35/2020/ND-CP which sets forth the substantive assessment guidelines of concentrations and the notification thresholds. The law prohibits concentrations that create or are likely to create significant restriction to competition in any market in Vietnam. The Vietnam Competition Authority (VCA), established on 1 April 2023, enforces Vietnam’s merger control law.

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In Vietnam, the assessment of transactions follows the framework established by the Competition Law 2018 and related regulations, particularly Decree No. 35/2020/ND-CP, which provides guidelines on economic concentration control.

Assessment process is in 2 stages:

1. Preliminary assessment: Preliminary assessment (within 30 days) is to determine whether an economic concentration raises competition concerns. After reviewing the transaction, the VCC may issue one of the following decisions: Economic concentration to be performed; or Economic concentration to be officially reviewed.
2. Official assessment: Official assessment (within 90 days, extendable but not exceeding 60 days) is to assess consolidated assessment of anti-competitive effects and positive effects of economic concentration forming the basis for consideration of economic concentration. After reviewing the transaction, the VCC may issue one of the following decisions: Approved; Approved but subject to conditions; or Prohibited.

For the Preliminary Assessment, the VCC considers the following:

1. Combined market share of enterprises engaging in the economic concentration on the relevant market;
2. The degree of concentration on the relevant market before and after the economic concentration;
3. The relationship of the parties engaging in the economic concentration in the production, distribution or supply chain for a certain kind of goods/service or the business lines of the parties engaging in the economic concentration which are inputs of or complementary to one another;

For the Official assessment, the VCC considers:
a. Substantial anti-competitive effects caused or probably caused by the transaction and remedial measures for anti-competitive effects.
b. Positive effects of the transaction and measures to enhance the positive effects of economic concentration;
c. Consolidated assessment of anti-competitive effects and positive effects of the transaction forming the basis for consideration of the transaction.

Mergers and acquisitions are required to be notified prior to performing the transaction (ex ante) to the VCA if it satisfies the notification thresholds stated below.

• a). Normal Enterprises:

1. Total assets in the Vietnamese market of such enterprise or a group of associated enterprises of which such enterprise is a member reach at least VND 3 trillion in the fiscal year preceding the planned year of economic concentration;
2. Total sales turnover or costs for purchase in the Vietnamese market of such enterprise or a group of associated enterprises of which such enterprise is a member reach(es) at least VND 3 trillion in the fiscal year preceding the planned year of economic concentration;
3. Traded value of economic concentration reaches at least VND 1 trillion;
4. Combined market share of enterprises intending to participate in economic concentration represents at least 20% in a relevant market in the fiscal year preceding the planned year of economic concentration.

• b). An enterprise being a credit institution, an insurance enterprise or a securities company:

1. Total assets in the Vietnamese market of such insurance enterprise or a group of associated insurance enterprises of which such enterprise is a member, or of such securities company or a group of associated securities companies of which such company is a member reach at least VND 15 trillion in the fiscal year preceding the planned year of economic concentration; total assets in the Vietnamese market of such credit institution or a group of associated credit institutions of which such credit institution is a member reach at least 20% of total assets of the system of credit institutions in the Vietnamese market in the fiscal year preceding the planned year of economic concentration;
2. Total sales turnover or costs for purchase in the Vietnamese market of such insurance enterprise or a group of associated insurance enterprises of which such enterprise is a member reach(es) at least VND 10 trillion in the fiscal year preceding the planned year of economic concentration; total sales turnover or costs for purchase in the Vietnamese market of such securities company or a group of associated securities companies of which such company is a member reach(es) at least VND 3 trillion in the fiscal year preceding the planned year of economic concentration; total sales turnover in the Vietnamese market of such credit institution or a group of associated credit institutions of which such credit institution is a member reaches at least 20% of total sales turnover of the system of credit institutions in the fiscal year preceding the planned year of economic concentration;
3. Traded value of economic concentration of such insurance enterprise or securities company reaches at least VND 3 trillion; traded value of economic concentration of such credit institution reaches at least 20% of total charter capital of the system of credit institutions in the fiscal year preceding the planned year of economic concentration;
4. Combined market share of enterprises intending to participate in economic concentration represents at least 20% in a relevant market in the fiscal year preceding the planned year of economic concentration.

• c). In case economic concentration is performed outside Vietnam’s territory, notification thresholds of economic concentration must comply with Point a, b or d, Clause 1, or Point a, b or d, Clause 2, stated-above.

There no notification fees assessed by the VCA, and there no exemptions prescribed under the law.

The notification form is available at https://dichvucong.gov.vn/p/home/dvc-chi-tiet-thu-tuc-hanh-chinh.html?ma_thu_tuc=2.000262. Additional information is found in https://vcc.gov.vn/default.aspx?page=news&do=browse&category_id=e0904ba0-4694-4595-9f66-dc2df621842a&current_id=48caff09-211e-4400-b9b8-ab2de0dfe989.