Economic Concentration Notification Dossier for Enterprises under the Law

Quick answer: When an economic concentration meets the notification thresholds, the enterprise must file an economic concentration notification dossier with the National Competition Commission (Ministry of Industry and Trade) before carrying it out. The dossier is prepared under the Law on Competition 2018 and Decree No. 35/2020/ND-CP, and includes: the notification form; the draft contract/transaction; reports on the participating parties; financial statements; the list of parent companies, subsidiaries and member companies; and other relevant documents.

Legal basis

• Law on Competition 2018 — Article 29 (forms of economic concentration), Articles 33–38 (notification of economic concentration);
• Decree No. 35/2020/ND-CP — notification thresholds and dossier requirements.

Forms of economic concentration

• Merger of enterprises;
• Consolidation of enterprises;
• Acquisition of an enterprise (purchase of all or part of the capital or assets sufficient to gain control or domination);
• Joint venture among enterprises;
• Other forms of economic concentration as prescribed by law.

Notification thresholds (overview)

An enterprise must notify when the transaction falls within one of the thresholds: total assets in Vietnam; total revenue in Vietnam; transaction value; or the combined market share of the parties — according to the specific levels in Decree No. 35/2020/ND-CP (differentiated by sector: general, banking, insurance, securities).

Economic concentration notification dossier

1. Notification form for the economic concentration, using the prescribed form;
2. Draft contract or draft memorandum of understanding on the economic concentration;
3. Report on the parties to the economic concentration (enterprise information, ownership structure);
4. Financial statements for the two consecutive fiscal years immediately preceding of the parties (audited where applicable);
5. List of parent companies, subsidiaries, member companies and dependent units of the parties;
6. List of goods and services in which the parties are engaged;
7. Other documents substantiating the contents of the notification.

Key notes

• Carrying out an economic concentration subject to notification without notifying may result in administrative penalties and the application of remedial measures;
• An economic concentration causing a significant restriction of competition may be prohibited or made subject to conditions;
• For thresholds and dossier forms, always cross-check Decree No. 35/2020/ND-CP and the current forms of the National Competition Commission when preparing the dossier.

How ANT Legal can help

ANT Legal advises on notification threshold assessment and represents clients in filing economic concentration notification dossiers. For advice on your specific case, please contact our lawyers at 0966.475.966.