More Than a Checkbox: Why Merger Filing Is Now a Strategic Move in Vietnam

Over recent years, Vietnam’s investment environment has undergone significant transformation, becoming more mature, structured, and transparent. Both domestic and foreign investors are increasingly subject to a well-defined merger control regime. Within this framework, merger filing is no longer perceived merely as a procedural requirement, but rather as a critical strategic checkpoint - especially for transactions that may raise concerns regarding economic concentration. 

Forward-looking enterprises are beginning to recognize merger filing as an opportunity to showcase regulatory preparedness and a nuanced understanding of market dynamics. With the right preparation and expert support, businesses can mitigate potential risks while expediting the deal approval process. 

What is Merger Filing? 

Merger filing - formally referred to as the notification of economic concentration - is mandated by Vietnam’s Competition Law (2018) and Decree No. 35/2020/ND-CP. This legal obligation applies to mergers, acquisitions, joint ventures, and other forms of business combinations that exceed defined thresholds relating to total assets, revenue, market share, or transaction value. 

At its core, the regulation seeks to monitor and assess economic concentration, referring to the consolidation of market power that may have significant implications for competition. To preserve a fair and competitive market environment, such transactions must undergo review and clearance by the Vietnam Competition Commission (VCC). 

Who Must File and Why It Matters 

Under the Law on Competition No. 23/2018/QH14 (effective from July 1, 2019) and its implementing Decree No. 35/2020/ND-CP, undertakings engaging in transactions that constitute an economic concentration are required to submit a merger notification to the Vietnam Competition Commission (VCC) prior to implementation, provided that at least one of the following thresholds is met: 

• The total assets in the Vietnamese market of either party (or of the combined entity) is VND 3,000 billion or more 
• The total turnover in the Vietnamese market of either party (or of the combined entity) is VND 3,000 billion or more 
• The transaction value is VND 1,000 billion or more 
• The combined market share in the relevant market is 20% or more, and the resulting entity holds a market share of 50% or more post-transaction. 

These thresholds apply to all forms of economic concentration, including mergers, acquisitions, consolidations, and joint ventures, and are applicable to both domestic and foreign enterprises where the transaction is deemed to have a competitive effect within the territory of Vietnam. 

Failure to comply with these requirements can result in: 

• Financial penalties of up to 5% of total annual revenue 
• Suspension or reversal of the transaction by regulatory authorities 
• Prolonged closing time and potential reputational damage 

Even when filings are submitted, vague or unsupported market definitions and insufficient competition analysis can result in prolonged review timelines or requests for additional information, impacting deal closure. 

Navigating the Filing Process: Beyond Data Collection 

Successfully navigating the merger filing process requires more than fulfilling quantitative thresholds; it necessitates regulatory fluency, strategic analysis, and credible market intelligence. The VCC evaluates a broad array of qualitative factors - including market structure, entry barriers, and the degree of substitutability. 

While legislation does not mandate a specific source of data, there is an unspoken expectation that filings are supported by credible, localized, and independently verified information. In practice, this often becomes a deciding factor in how efficiently a transaction moves through the review process. 

How FiinGroup Helps Turn Compliance Into Confidence 

Drawing on extensive experience across diverse sectors, FiinGroup supports businesses through: 

• Robust data analytics grounded in Vietnam-specific, independently verified datasets 
• Proven methodologies for defining relevant markets and market share estimation 
• Seamless collaboration with legal counsel and regulators  

In Q4 2024 and Q1 2025, four merger filing cases across diverse sectors - particularly wood processing, paper packaging, and logistics - were successfully completed with analytical support from FiinGroup. In each case, FiinGroup worked alongside the relevant transaction parties, external legal counsel, and the Vietnam Competition Commission to provide market assessments and ensure consistency with the regulatory framework. 

“We don’t just provide data - we deliver analytics, insights, and strategic coordination that drive confident, compliant filings,” said Mr. Hieu Nguyen, CEO of FiinGroup. “In a fast-evolving regulatory environment, this combination is key to avoiding delays and securing approval.” 

Looking Ahead: Considerations for the Future of Merger Control in Vietnam 

Despite ongoing regulatory improvements, many enterprises still underestimate the complexity of Vietnam’s merger filing process or rely on unverified data sources that lack relevance to the local market context. This can introduce unnecessary risks and procedural delays. 

Inaccurate or insufficiently defined market data can extend review periods or trigger further information requests. Conversely, early-stage market scoping, underpinned by trusted third-party analytics, can significantly enhance the likelihood of a smooth and timely regulatory outcome. 

As Vietnam moves toward a more enforcement-focused merger control regime, businesses are encouraged to treat merger filing not as a legal checkbox but as a strategic opportunity to demonstrate transparency, preparedness, and competitive awareness. With the right approach and the right partners, regulatory confidence becomes a core part of deal certainty. 

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In the upcoming articles of this series, we will present selected case showcases, offering a closer look at how FiinGroup has contributed to the successful approval of complex merger filings under Vietnam’s evolving competition regime. 

Stay tuned for our next post on this mini-series: “Redefining Merger Filing: How Data Analytics Is Shaping Deal Success in Vietnam”  

Contact us today for a free consultation and prompt assistance: 

📬 Email: research.support@fiingroup.vn 
☎ Tel: (84-24) 3562 6962