Dear Valued Client,
In the area of economic concentration (EC), the Vietnam National Competition Commission (VCC) – the Ministry of Industry and Trade (MoIT) has been actively strengthening its oversight of EC transactions and taking actions against related violations. As of September 2025, the VCC had identified 17 cases with signs of violation across various sectors, including: insurance (1), chemicals (2), steel (2), rice (2), automotive (1), and pig farming (9).
According to the draft Decree amending Government Decree No. 75/2019/ND-CP dated 26 September 2019 on administrative sanctions in the field of competition (published on 12 September 2025 on the website of the VCC), prepared by the MoIT, the proposed sanction for failure to file an EC notification (where the transaction meets the mandatory notification thresholds) would shift from the current turnover-based fine of 1%–5% to a fixed monetary penalty of up to VND 2 billion for each enterprise. The proposed sanction would also extend to those participating enterprises which are not active in the same relevant market. This fixed-amount approach is intended to simplify the sanctioning process and signals a policy trend towards enhanced enforcement, closer supervision, and stricter and more readily applicable sanctions for breaches of the notification obligation.
Therefore, Client are recommended to carefully review all EC transactions, particularly joint ventures, acquisitions, mergers and consolidations (M&A), including also transactions undertaken for intra-group restructuring purposes and involving parties not operating in the same relevant market, assess against the current mandatory notification thresholds (as outlined below), and, where applicable, duly carry out the required notification procedures in compliance with the law.
Currently, under the Law on Competition 2018 and Decree No. 35/2020/ND-CP, enterprises intending to participate in an EC must notify the VCC before implementation if: (i) the transaction value reaches VND 1,000 billion; or (ii) the total assets or total turnover of each enterprise or of a group of affiliated enterprises in Vietnam reaches VND 3,000 billion; or (iii) the combined market share of the parties is 20% or more in the relevant market in the financial year immediately preceding the year of the proposed transaction.
* For insurance companies, securities firms, and credit institutions, higher thresholds of total assets, turnover, and transaction value apply.
** EC transactions conducted outside Vietnam are still be subject to EC notification requirements. In these cases, transaction value threshold is not applied and thresholds over total assets value, turnover value and marked value are applicable.
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