VIETNAM Law and Practice Contributed by: Minh Duong, Phong Nguyen and Justin Gisz, Asia Counsel Vietnam Law Company Limited
These obligations ensure that foreign investors com - ply with Vietnamese securities regulations and main - tain transparency in their investment activities. Securities investment funds are governed by Circu - lar 98/2020/TT-BTC of the MOF, including closed- end funds, open-end funds, exchange traded funds – ETFs, and real estate investment funds. Securi - ties investment funds must be managed by a fund management company. On 12 September 2025, the MOF issued Decision No 3168/QD-BTC approving the scheme on investor restructuring and developing the securities investment fund industry, of which the main objectives are to raise (i) the number of securi - ties investment funds to 500 by 2030, with an average annual growth rate of 25% in the subsequent years; and (ii) the total net asset value of securities invest - ment funds to 5% of GDP by 2030, and to keep it increasing at a double-digit rate by 2035. 6. Antitrust/Competition 6.1 Applicable Regulator and Process Overview Vietnam’s merger control regime is overseen by the Vietnam Competition Commission (VCC), which falls under the Ministry of Industry and Trade. A merger filing is mandatory if a transaction consti - tutes an economic concentration and meets one of the applicable filing thresholds, regardless of whether it is domestic or cross-border. Economic concentra - tions can take the form of mergers, consolidations, acquisitions of shares or assets, or joint ventures. To determine whether an acquisition transaction con - stitutes an economic concentration, the Competition Law provides that the acquirer must acquire control over the target company or a business line of the tar - get company. This can happen in the following ways: • acquiring more than 50% of the charter capital or voting shares of the target; • acquiring the right to own or use more than 50% of the assets of the entire business or one business line of the target; or
• having the right to make decisions regarding any of the following in respect of the target: • the appointment or removal of a majority of or all the directors and other managerial personnel (either directly or indirectly); • amendment of the charter; or • important business activities of the target. A merger filing is triggered if one of the following appli - cable filing thresholds is met. These thresholds are different for transactions involving companies in the banking, insurance and securities sectors: • the total turnover in Vietnam of one of the trans - action parties is VND3,000 billion (approximately USD113 million) or more; • the total assets in Vietnam of one of the transaction parties is VND3,000 billion (approximately USD113 million) or more; • the transaction value is VND1,000 billion (approxi - mately USD38 million) or more (for onshore trans - actions only); or • the total market share in any relevant market in Vietnam of the transaction parties is 20% or more. The merger filing must be made before the consum - mation of the transaction and involves a two-step assessment: • a preliminary assessment, which typically takes three to four months and involves a review of the transaction documents to determine whether the transaction raises any competition concerns; and • an official assessment, which could take up to six months to complete and involves a more in-depth investigation of the transaction’s impact on the Vietnamese market. If the competition authority has not issued a notice of the preliminary conclusion upon expiry of the 30-day time limit of the preliminary assessment, then the pro - posed transaction can be implemented without any further action. 6.2 Criteria for Antitrust/Competition Review Preliminary Assessment The VCC conducts a preliminary assessment to deter - mine whether a proposed economic concentration
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