Updates on Merger Control and Exemptions for Prohibited Anti-Competitive Agreements under Resolution No. 66.18/2026/NQ-CP
On 18 May 2026, the Government of Vietnam issued Resolution No. 66.18/2026/NQ-CP on decentralization and the reduction and simplification of administrative procedures and business conditions (“Resolution 66.18”). Resolution 66.18 takes effect from 1 July 2026 until 28 February 2027, except for certain provisions that became effective on 20 May 2026, and except where laws or resolutions enacted during its effective period provide otherwise. Resolution 66.18 also amends several provisions of Resolution No. 66.16.
In this Legal Update, BFSC Law LLC highlights the key amendments introduced by Resolution 66.18 affecting the implementation of the Law on Competition No. 23/2018/QH14 and Decree No. 35/2020/ND-CP, focusing on:
- the merger control notification thresholds;
- the dossier for merger control notification; and
- the application dossier for exemptions from prohibited anti-competitive agreements.
These amendments are expected to have significant implications for mergers and acquisitions (M&A), corporate restructuring transactions, and commercial cooperation arrangements between enterprises. In particular, the increase in merger notification thresholds and the formalization of dossier requirements are expected to reduce regulatory compliance costs for certain transactions while providing greater legal certainty during transaction planning, due diligence and regulatory filing processes.
(1) Amendments to the Merger Control Notification Thresholds under Decree No. 35/2020/ND-CP
Resolution 66.18 substantially revises the merger control notification thresholds prescribed under Decree No. 35/2020/ND-CP. In most cases, the applicable monetary thresholds have been doubled, as summarized below.
| Criteria | Threshold under Decree No. 35/2020/ND-CP | Threshold under Resolution No. 66.18 |
| Total assets in the Vietnamese market of an enterprise or its affiliated group during the preceding financial year | VND 3 trillion or more | VND 6 trillion or more |
| Total sales revenue or purchase turnover in the Vietnamese market of an enterprise or its affiliated group during the preceding financial year | VND 3 trillion or more | VND 6 trillion or more |
| Transaction value | VND 1 trillion or more | VND 2 trillion or more |
| Combined market share of participating enterprises in the relevant market | 20% or more | Unchanged (20% or more) |
It should be noted that Resolution 66.18 does not amend the merger notification thresholds applicable to credit institutions, insurance enterprises and securities companies. The notification thresholds applicable to these regulated sectors therefore remain unchanged under Article 13.2 of Decree No. 35/2020/ND-CP.
(2) Introduction of Standardized Forms and Documentary Requirements for Merger Notifications and Applications for Exemption from Prohibited Anti-Competitive Agreements
In addition to revising the merger notification thresholds, Resolution No. 66.18 also introduces, for the first time, comprehensive documentary requirements and official application forms for merger notifications and applications for exemption from prohibited anti-competitive agreements. The standardization of filing requirements enables enterprises to identify, at an early stage, the documents required for regulatory submissions, thereby facilitating transaction planning and enhancing procedural certainty.
(2.1) Merger Notification Dossier
Resolution No. 66.18 clearly prescribes the documentary requirements for merger notifications and promulgates the official merger notification form.
Under Resolution No. 66.18, enterprises are only required to submit one (01) merger notification dossier, either electronically or in hard copy. The dossier comprises the following documents:
a) A Merger Notification Form in accordance with Form No. 07 set out in Section 4, Appendix I.2 attached to the Resolution;
b) A draft merger agreement, draft contract, memorandum of understanding, or other equivalent document relating to the proposed economic concentration;
c) A copy of the Enterprise Registration Certificate of each participating enterprise, or an equivalent legal document in the case of enterprises not established under the laws of Vietnam.
Documents and materials issued overseas must be consularly legalized in accordance with the laws governing consular legalization.
d) Audited financial statements of each participating enterprise for the two consecutive financial years immediately preceding the year of notification, or audited financial statements covering the period from incorporation to the date of notification for newly established enterprises;
e) A list of the parent companies, subsidiaries, affiliated companies, branches, representative offices, and other dependent units of each participating enterprise (if any);
f) A list of the goods and services currently supplied by each participating enterprise;
g) Information on the market share of each participating enterprise in the relevant market for the two consecutive financial years immediately preceding the year of notification;
h) Proposed measures to remedy any potential anti-competitive effects arising from the proposed economic concentration; and
i) A report assessing the positive effects of the proposed economic concentration together with measures to enhance such positive effects.
(2.2) Application Dossier for Exemption from Prohibited Anti-Competitive Agreements
In addition to the merger notification procedure, Resolution No. 66.18 also completes the regulatory framework governing applications for exemption from prohibited anti-competitive agreements under Article 14 of the Law on Competition 2018. This procedure is of particular importance for cooperation arrangements that may generate substantial socio-economic benefits while technically falling within the category of prohibited restrictive agreements under the Competition Law.
Resolution No. 66.18 specifies the documentary requirements and promulgates the official application form for exemption. An enterprise applying for an exemption shall designate one representative to submit a single application dossier comprising:
a) An Application for Exemption from a Prohibited Anti-Competitive Agreement in accordance with Form No. 06 set out in Section 4, Appendix I.2 attached to the Resolution;
b) A draft agreement between the parties, or other equivalent documents relating to the proposed restrictive agreement;
c) A copy of the document equivalent to the Enterprise Registration Certificate of each participating enterprise, in the case of enterprises not established under Vietnamese enterprise laws; or, where a trade association participates in the restrictive agreement, a copy of its Charter;
d) Audited financial statements of each participating enterprise for the two consecutive financial years immediately preceding the year of application, or audited financial statements covering the period from incorporation to the application date for newly established enterprises;
e) An explanatory report demonstrating compliance with the conditions prescribed under Clause 1, Article 14 of the Law on Competition No. 23/2018/QH14, together with supporting evidence; and
f) A power of attorney authorizing the designated representative to act on behalf of the participating parties (if applicable).
(3) BFSC Commentary and Practical Recommendations
Resolution No. 66.18 introduces several practical improvements to Vietnam’s merger control regime, particularly through the significant increase of the merger notification thresholds. From a transactional perspective, the revised thresholds are expected to reduce regulatory burdens for many medium-sized M&A transactions and corporate restructurings. In particular, doubling the transaction value threshold from VND 1 trillion to VND 2 trillion is likely to exempt a substantial number of transactions with limited competition concerns from mandatory notification requirements.
Nevertheless, several issues remain unresolved. The continued reliance on total assets and total turnover as standalone notification thresholds, without sufficient regard to the actual competitive impact of a transaction, may still require notification of transactions that are relatively small in value or have little or no material effect on competition. Consequently, certain transactions may continue to incur unnecessary compliance costs and implementation delays despite presenting minimal competition risks.
The issuance of official application forms and the clarification of documentary requirements for both merger notifications and applications for exemption from prohibited anti-competitive agreements constitute another welcome development. These amendments enhance procedural certainty, improve consistency in regulatory filings, and provide businesses with a clearer legal framework for transaction planning and regulatory compliance.
BFSC expects that future amendments to the Competition Law and its implementing regulations will further refine Vietnam’s merger control regime by adopting notification criteria that more accurately reflect the competitive effects of a transaction rather than relying predominantly on the financial size of the participating enterprises.
Accordingly, enterprises contemplating mergers, acquisitions, corporate restructurings or other transactions potentially subject to the Competition Law should assess the revised notification thresholds at the earliest stage of transaction planning. Where notification is required, businesses should commence preparation of the notification dossier as early as possible, particularly documents relating to market share analysis, group structure and competition impact assessment, which frequently require substantial coordination among the transaction parties.
For cooperation arrangements that may fall within the scope of prohibited anti-competitive agreements, enterprises should also evaluate, during the negotiation stage, whether the proposed arrangement satisfies the statutory conditions for exemption under Article 14 of the Law on Competition 2018 and prepare the supporting evidence accordingly.
Early legal assessment and regulatory planning remain essential to minimizing execution risks, avoiding unnecessary delays, and ensuring smooth implementation of complex commercial transactions.
Disclaimer: The contents of this article are intended solely for legislative updates and general informational purposes and do not constitute legal advice or legal opinions of BFSC Law LLC regarding the conditions, documentation requirements or procedures relating to merger control notifications or applications for exemption from prohibited anti-competitive agreements.
For legal advice regarding merger control notification procedures or applications for exemption from prohibited anti-competitive agreements, please contact BFSC Law LLC, Hanoi Office.