DRAFT AMENDMENTS TO THE COMPETITION LAW: KEY DEVELOPMENTS IN DIGITAL MARKETS AND MERGER CONTROL

LEGAL UPDATE

As Vietnam becomes increasingly integrated into global markets and the digital economy, market structures and competition behaviors are evolving rapidly. Digital platforms, data-driven business models, and cross-border commercial activities are reshaping the way businesses compete, creating challenges that traditional competition law frameworks were not originally designed to address.

Against this backdrop, the Ministry of Industry and Trade (the “MOIT”) has released a Draft Law amending and supplementing several laws under its administration, including the Competition Law 2018 (Law No. 23/2018/QH14) [1]. The Draft Law is currently under official public consultation and review before being submitted to the National Assembly. It aims to strengthen the effectiveness of competition law enforcement and ensure that the legal framework keeps pace with the digital era. The Draft Law, among others, introduces several notable changes to Vietnam’s competition law regime, particularly in relation to the digital economy, merger control, and exemptions for anti-competitive agreements. If adopted by the National Assembly, the Draft Law is expected to take effect on 1 March 2027.

Some of the key amendments to the Competition Law 2018 proposed under the Draft Law are set out below.

1. Strengthening enforcement in digital markets

A key focus of the Draft Law is the inclusion of specific regulations for digital markets to better reflect the unique characteristics of digital platforms and e-commerce business models, including (i) market shares calculation, (ii) assessing substantial market power, and (iii) forms of abuse of dominance.

Market shares calculation

In addition to the traditional methods of calculating market share, which are based on revenue or sales volume under Article 10 of the Competition Law 2018, Article 2.3 of the Draft Law introduces additional indicators for enterprises operating digital platforms, including:

• (i) number of active users or customers,
• (ii) number of suppliers participating on the platform, and
• (iii) number of transactions or visits on the platform.

Assessing substantial market power

Article 2.8 of the Draft Law expands the factors to be considered when assessing whether an enterprise and/or its group of affiliates possesses substantial market power in a digital market (in addition to the general market power criteria under Article 26 of the Competition Law 2018). These factors include:

• The number of users, customers, or suppliers participating on the platform relative to competitors in the relevant market;
• The ability to collect, control, and exploit user, transaction, and market data;
• The extent of direct and indirect network effects;
• The barriers for users, customers, or business partners to switch to products or services of other enterprises (switching costs);
• The level of integration within a digital ecosystem and the ability to leverage advantages across different products, services, or infrastructures;
• The ability to control other enterprises’ access to the market; and
• The ability to use algorithms, artificial intelligence, or other digital technologies to influence transactions, pricing, or user behaviour~~;~~.

If adopted, these amendments would provide the competition authority (the Vietnam Competition Commission – “VCC”) with broader tools to assess and investigate conduct by large digital platforms.

Forms of abuse of dominance

Article 2.9 of the Draft Law sets out additional forms of conduct that may constitute an abuse of dominance in digital markets as below. Such conduct will only constitute an abuse of dominance if it results in, or is capable of resulting in, an appreciable anti-competitive effect (such as the exclusion of competitors or substantial harm to platform users):

• Giving preferential treatment to products or services offered by the platform operator or its affiliated enterprises through rankings, algorithms, technical conditions, data access, or trading terms (self-preferencing);
• Imposing unreasonable conditions relating to pricing, payment methods, warranties, or other commercial terms;
• Requiring users to use or continue using other services provided by the platform operator or its affiliates as a condition for accessing or conducting business on the platform (tying/bundling);
• Restricting business users from accessing or using competing platforms (exclusivity requirements / anti-steering);
• Preventing or unreasonably hindering users from removing pre-installed applications or replacing them with competing services, except where necessary for cybersecurity or essential operational purposes; or
• Refusing to provide, or imposing unreasonable conditions or fees for access to, data generated from a business user’s lawful activities on the platform.

2. Exemptions from merger filing application

Another notable amendment is Article 2.10 of the Draft Law, which provides a legal basis for specifying cases of corporate restructurings, acquisitions, and joint ventures that do not constitute economic concentrations and are therefore exempt from merger control requirements under Article 29 of the Competition Law 2018. Following this, Decree No. 35/2019/ND-CP (“Decree 35”) will also be amended to (i) provide clearer guidance on transactions that do not constitute economic concentrations (e.g., internal intra-group restructurings); and (ii) provide further guidance on the concept of control or governing rights over another enterprise.

In practice, certain transactions may not alter market structure or affect competition in Vietnam, such as intra-group restructurings where ultimate beneficial ownership remains unchanged or a parent company increasing its ownership in an existing subsidiary without acquiring additional control rights. However, these transactions may still trigger a merger filing under the current framework if they (i) fall within the forms of economic concentration under Article 29 of the Competition Law 2018 and (ii) meet the reportable thresholds under Article 13 of Decree 35.

Therefore, the proposed amendment is expected to provide greater certainty for businesses, particularly foreign investors engaged in regional corporate reorganizations, and reduce filing burdens. It should also enable the VCC to focus its resources on transactions that are more likely to raise substantial competition concerns.

3. Merger filing application dossier

Article 2.11 of the Draft Law removes the list of documents required for a merger filing dossier currently set out under Article 33 of the Competition Law 2018, leaving the detailed requirements to be prescribed at the Decree level. According to the MOIT, it is expected that the filing requirements will be streamlined in line with Resolution No. 66.18/2026/NQ-CP dated 18 May 2026 (“Resolution 66.18”). [2]

Under Resolution 66.18, the documentation requirements for merger filing dossiers have been simplified. In particular, only entities established outside the scope of Vietnam’s Law on Enterprises 2020 (Law No. 59/2020/QH14) must submit the enterprise registration certificate, or its equivalent. [3]

In practice, this means that domestically established enterprises are exempt from submitting enterprise registration certificates as authorities can access the National Business Registration Database. Offshore entities, however, remain obligated to submit their respective registration documents, which must be duly consularly legalized before submission to the VCC. [4] Given the time required for consular legalization (typically taking 3 to 6 weeks depending on the jurisdiction), submitting parties should prepare these documents well in advance of the targeted filing date.

4. Duration of conditions set out in conditional merger approvals

Article 2.13 of the Draft Law provides a legal basis for specifying the duration of remedies (behavioural or structural commitments) imposed in conditional merger clearance decisions under Article 42 of the Competition Law 2018. The Competition Law 2018 is currently silent on this issue, which has created uncertainty as to how long such obligations remain in effect.

The amendment would allow remedies to be tailored to the circumstances of each case and remain proportionate to the competition concerns identified. It would also provide greater certainty for businesses by clarifying how long post-clearance compliance obligations apply.

5. Administrative sanctions

Article 2.19(a) of the Draft Law revises the maximum penalty for violations relating to economic concentration, such as prohibited transactions under Article 30 and failures to notify reportable transactions under Article 33. In addition to a turnover-based penalty of up to 5% of turnover in the relevant market, the Draft Law introduces a fixed fine cap of up to VND 2 billion for procedural violations. The MOIT explains that the fixed fine is intended to better reflect the procedural nature of certain violations, particularly failures to notify reportable transactions, and to simplify enforcement.

The Draft Law also increases the maximum fine for other competition law violations to VND 2 billion, ten times the current cap under ~~the Competition Law 2018~~ Decree No. 75/2019/ND-CP on administrative sanctions in competition. Further to this, the MOIT also intends to provide more detailed guidance on penalties for conduct that encourages, organizes, or facilitates anti-competitive practices.

Conclusion & Actionable Compliance Steps

The Draft Law signals a clear shift towards stronger competition law enforcement, particularly in digital markets. At the same time, it seeks to reduce regulatory burdens in certain areas of merger filing by clarifying filing obligations and streamlining procedures.

While the Draft Law remains subject to further review and approval by the National Assembly, businesses should begin assessing the potential implications for their platform operations, commercial practices, and transaction planning. Specifically, platforms and investors should:

• 1. Audit Digital Platform Rules: Review algorithm transparency, self-preferencing practices, and data access terms for potential dominance risks.
• 2. Re-assess M&A Sourcing & Timelines: Evaluate pending intra-group restructurings for potential filing exemptions, while factoring consular legalization timelines for foreign entity documentation.
• 3. Review Distribution Agreements: Check for platform exclusivity requirements and anti-steering clauses that may trigger abuse of dominance scrutiny under Article 2.9 of the Draft Law.

Citations:

• [1] The Draft Law on amending, supplementing some articles of the Commercial Law, Competition Law, Law on Foreign Trade Administration, Consumer Protection Law (the “Draft Law”). Retrieved from: [https://vcc.gov.vn/](https://vcc.gov.vn/)...
• [2] Resolution No. 66.18/2026/NQ-CP dated 18 May 2026 issued by the Government on decentralization, reduction, and simplification of administrative procedures and business conditions (“Resolution 66.18”).
• [3] Article II.1(c) of Part 2.2.B, Annex I.2 of Resolution 66.18.
• [4] Article II.1(c) of Part 2.2.B, Annex I.2 of Resolution 66.18.