RESOLUTION NO. 66.18/2026/NQ-CP: ONLY ENTERPRISES WITH TOTAL ASSETS OF VND 6,000 BILLION OR MORE ARE REQUIRED TO NOTIFY ECONOMIC CONCENTRATION TRANSACTIONS

2026-05-29 23:56:17 149

In the context of the Vietnamese Government’s ongoing efforts to promote reforms and reduce administrative procedures in order to facilitate investment and business activities, on 18 May 2026, the Government issued Resolution No. 66.18/2026/NQ-CP on decentralization, reduction and simplification of administrative procedures and business conditions (“Resolution 66.18”).

One of the notable points under Resolution 66.18 is the adjustment of merger filing thresholds for economic concentrations (“EC”). Accordingly, a proposed EC transaction will trigger the obligation to notify the competition authority in Vietnam if it exceeds any of the following thresholds:

The total assets in the Vietnamese market of an enterprise or an affiliated group of enterprises to which such enterprise belongs reach VND 6,000 billion or more in the fiscal year immediately preceding the year of the proposed EC transaction;
The total sales revenue or purchase turnover in the Vietnamese market of an enterprise or an affiliated group of enterprises to which such enterprise belongs reach VND 6,000 billion or more in the fiscal year immediately preceding the year of the proposed EC transaction;
The transaction value of the EC is VND 2,000 billion or more;
The combined market share of the enterprises intending to participate in the EC is 20% or more in the relevant market during the fiscal year immediately preceding the year of the proposed EC transaction.

Except for the combined market share threshold, which remains unchanged at 20%, all other thresholds have been doubled compared to those currently provided under Decree No. 35/2020/ND-CP detailing a number of articles of the Law on Competition (“Decree 35”)[1]. Specifically, the total assets and total revenue thresholds have been increased from VND 3,000 billion to VND 6,000 billion, while the transaction value threshold applicable to domestic transactions has also been doubled from VND 1,000 billion to VND 2,000 billion.

In addition to adjusting the EC notification thresholds, Resolution 66.18 also simplifies the dossier requirements for EC notification filings. Under the new regulations, instead of requiring certified true copies of the Enterprise Registration Certificate or equivalent documents of each enterprise participating in the EC transaction as previously required, such documents are now only required for enterprises not established under Vietnamese enterprise laws. This means that Vietnamese enterprises conducting EC notification procedures will no longer be required to submit copies of their Enterprise Registration Certificates, whereas foreign enterprises must still provide equivalent documents duly legalized by consular legalization procedures.

According to ATA Legal Services’ assessment, the increase of the notification thresholds under Resolution 66.18 will help enterprises reduce EC notification obligations under the new thresholds, particularly for transactions of medium scale or transactions that previously fell close to the filing thresholds. As a result, certain transactions that previously required mandatory EC notification prior to implementation may now proceed without having to complete such procedures during the effective period of Resolution 66.18. In addition, these changes are expected to reduce the workload of the competition authority in reviewing EC transactions.

The revised thresholds mentioned above will officially apply from 01 July 2026 until the end of 28 February 2027. EC notification dossiers submitted to the National Competition Commission prior to 01 July 2026 shall continue to be governed by the current thresholds under Decree 35.

On that basis, ATA Legal Services recommends that enterprises in general, and parties participating in M&A transactions in particular, proactively reassess EC notification obligations for transactions currently under negotiation or expected to be implemented during the period from 01 July 2026 to 28 February 2027, in order to determine whether such transactions still fall within mandatory notification requirements under the revised thresholds. For transactions expected to be signed or completed during the applicability period of the revised thresholds, enterprises should consider structuring transaction timelines and filing schedules appropriately in order to optimize the benefits arising from the increased thresholds. At the same time, enterprises whose transactions approach or exceed the above-mentioned thresholds should closely monitor relevant legal developments to timely adjust transaction implementation plans and ensure compliance with applicable competition laws.

Apart from the above changes relating to EC notification thresholds, enterprises should also note that, on 31 March 2026, the Government issued Decree No. 102/2026/ND-CP amending Decree No. 75/2019/ND-CP on administrative penalties in the field of competition, which took effect on 20 May 2026. Notably, penalties for failure to notify EC transactions have been significantly reduced. Instead of applying a penalty mechanism based on a percentage of revenue generated in the relevant market as previously prescribed, the new Decree adopts a fixed-amount penalty mechanism based on the total revenue or total assets in the Vietnamese market of each violating enterprise. ATA Legal Services has published updates and detailed analyses regarding Decree No. 102/2026/ND-CP as follows:

[1] These revised thresholds only apply to EC transactions involving enterprises other than credit institutions, securities companies and insurance enterprises.