Decision No. 40/2026/QD-TTg on Criteria for Classifying Enterprises to Implement the Restructuring of State Capital in State-Owned Enterprises and Enterprises with State Capital

 

DECISION

ON CRITERIA FOR CLASSIFYING ENTERPRISES TO IMPLEMENT THE RESTRUCTURING OF STATE CAPITAL IN STATE-OWNED ENTERPRISES AND ENTERPRISES WITH STATE CAPITAL

Pursuant to the Law on Organization of the Government No. 63/2025/QH15;

Pursuant to the Law on Enterprises No. 59/2020/QH14, amended and supplemented by Law No. 03/2022/QH15, Law No. 76/2025/QH15;

Pursuant to the Law on Management and Investment of State Capital in Enterprises No. 68/2025/QH15;

Pursuant to Decree No. 365/2025/ND-CP of the Government on supervision, inspection, evaluation, classification, reporting, and public disclosure of information in the management and investment of state capital in enterprises;

Pursuant to Decree No. 366/2025/ND-CP of the Government on the management and investment of state capital in enterprises;

Pursuant to Decree No. 57/2026/ND-CP of the Government on the restructuring of state capital in enterprises;

At the proposal of the Minister of Finance,

The Prime Minister promulgates the Decision on Criteria for classifying enterprises to implement the restructuring of state capital in state-owned enterprises and enterprises with state capital.

Article 1. Scope of Adjustment

This Decision stipulates the Criteria for classifying enterprises by industry, sector, and the framework ratio of state capital held in enterprises (hereinafter referred to as Classification Criteria) as a basis for developing plans to arrange and restructure state capital in enterprises towards maintaining the current ratio of state capital held in enterprises or implementing forms of state capital restructuring in enterprises in accordance with the law on management and investment of state capital in enterprises and relevant legal provisions.

Agricultural and forestry companies; enterprises directly serving national defense and security, and enterprises combining economy with national defense and security shall implement the arrangement and restructuring of state capital in enterprises according to other regulations of the Government or the Prime Minister.

Article 2. Subjects of Application

1. Agencies representing the owner, direct representatives of the owner.

2. State-owned enterprises as stipulated by the Law on Enterprises and its amending, supplementing, or replacing documents (if any), credit institutions where the State holds over 50% of the charter capital as stipulated by the law on credit institutions, excluding the Vietnam Bank for Social Policies and the Vietnam Cooperative Bank.

3. Representatives of state capital invested in joint-stock companies, limited liability companies with two or more members.

4. Other agencies, organizations, and individuals involved in the arrangement and restructuring of state capital in enterprises.

Article 3. Classification Criteria

1. The criteria for classifying state-owned enterprises by industry, sector, and the framework ratio of state capital held in enterprises for the purpose of arranging and restructuring state capital in enterprises are issued in the Appendix attached to this Decision.

2. For enterprises operating in industries or sectors not covered by the Classification Criteria specified in Clause 1 of this Article, one of the following criteria shall be used to arrange and restructure state capital in enterprises as stipulated in Article 4:

a) Cement production accounting for 30% or more of the market share, including the exploitation of raw material mines in key areas for national defense and security;

b) Enterprises producing and supplying public utility products and services with a proportion of revenue from public utility activities to the enterprise’s total revenue reaching 50% or more for 03 consecutive years immediately preceding the time of restructuring;

c) Enterprises with cultural value; historical value; architectural value; national brand value; playing an important role in national defense and security; performing political tasks or socio-economic development tasks of the industry or locality in each period;

d) Enterprises collecting, transporting, and treating waste; public lighting; planting, caring for, and maintaining trees.

Article 4. Implementation of arrangement and restructuring of state capital in enterprises according to Classification Criteria

1. The Classification Criteria serve as a basis for approving plans and implementing the arrangement and restructuring of state capital in enterprises in accordance with Decree No. 57/2026/ND-CP dated February 12, 2026, of the Government on the restructuring of state capital in enterprises (hereinafter referred to as Decree No. 57/2026/ND-CP), its amending, supplementing, or replacing documents (if any), and the following provisions:

a) Continue to maintain the current ratio of state capital held in the enterprise;

b) Implement forms of state capital restructuring in enterprises in accordance with Decree No. 57/2026/ND-CP or other forms that change the ratio of state-owned shares or capital contributions in enterprises in accordance with the law on enterprises and the law on securities.

2. The arrangement and restructuring of state capital in enterprises specified in Clause 1 of this Article shall ensure that the ratio of state capital held in enterprises falls within the following framework ratio of state capital held in enterprises:

a) For enterprises in industries or sectors according to the Classification Criteria specified in Clause 1, Article 3 of this Decision, the framework ratio of state capital held in enterprises shall comply with the provisions in the Appendix attached to this Decision;

b) For enterprises not in industries or sectors according to the Classification Criteria specified in Clause 1, Article 3 and falling under the criteria specified in Clause 2, Article 3 of this Decision:

b1) For enterprises where the State currently holds over 50% of the charter capital, the ratio of state capital held in the enterprise shall be ensured within the framework ratio of the State holding over 50% of the charter capital;

b2) For enterprises where the State currently holds 50% or less of the charter capital, the transfer of the right to represent the owner of the state capital invested in the enterprise to an enterprise with the function of investing and trading state capital, or a state-owned enterprise in the same industry, shall be implemented in accordance with Decree No. 57/2026/ND-CP for management, development investment, restructuring, capital supplementation, or divestment as regulated, ensuring efficiency.

c) For enterprises whose industries or sectors are not covered by the Classification Criteria specified in Article 3 of this Decision, forms of arrangement and restructuring of state capital in enterprises shall be implemented towards the State no longer holding capital in the enterprise (except in cases implemented according to specialized laws).

d) The agency representing the owner shall report to the Prime Minister for consideration and decision in the following cases:

d1) Arranging and restructuring state capital in other enterprises regarding the framework ratio of state capital according to the Classification Criteria specified in Clause 1, Article 3 of this Decision (except for the industry and sector of exploitation, production, supply of clean water and urban, rural drainage, which shall be implemented according to the provisions in Clause 2, Article 9 of this Decision);

d2) The State no longer holds over 50% of the charter capital for enterprises specified in point b1, Clause 2 of this Article;

d3) The State continues to hold capital in enterprises whose industries or sectors are not covered by the Classification Criteria specified in Article 3 of this Decision (except in cases implemented according to specialized laws).

dd) For enterprises operating in multiple industries or sectors, the industry or sector with the largest proportion in the total output or total revenue for 03 consecutive years immediately preceding the time of approving the 5-year plan for restructuring state capital in the enterprise, based on financial statements or consolidated financial statements (for enterprises operating under the parent company – subsidiary model), shall be used to determine the framework ratio of state capital held according to the Classification Criteria.

In case, at the time of implementing the arrangement and restructuring of state capital in the enterprise according to the plan approved by the competent authority, there is a change in the proportion of total output or total revenue, the competent authority shall decide to adjust the 5-year plan for restructuring state capital in the enterprise to suit the actual operations of the enterprise.

3. The 5-year capital restructuring plan specified in Article 101 of Decree No. 57/2026/ND-CP includes the following contents:

a) List of state-owned enterprises that continue to maintain the current ratio of state capital held in the enterprise;

b) List of state-owned enterprises, enterprises with state capital implementing forms of arrangement and restructuring of state capital in enterprises. Specifically identifying: Form of arrangement, restructuring of state capital in enterprises, ratio of state capital held, completion time for each enterprise;

c) Implementation solutions (if any) and responsibilities for implementation;

d) Other contents decided by the agency representing the owner in accordance with the actual situation and implementation plan.

4. The approval and implementation of plans for arranging and restructuring state capital in enterprises must ensure compliance with the Party’s guidelines, State laws, the objective of enhancing business efficiency and production and business operational capacity, enterprise competitiveness, efficiency, preservation and development of state capital, prevention of widespread, wasteful, and loss of state capital and assets, and state-owned enterprises.

Article 5. Responsibilities of the agency representing the owner

1. Within 30 working days from the effective date of this Decision, the agency representing the owner shall propose a 5-year plan for restructuring state capital in enterprises specified in Appendix III attached to Decree No. 57/2026/ND-CP (excluding Viettel Military Industry and Telecoms Group) and 03 Joint Stock Commercial Banks: Vietnam Investment and Development Bank, Vietnam Joint Stock Commercial Bank for Industry and Trade, Vietnam Foreign Trade Joint Stock Commercial Bank, and send it to the Ministry of Finance for synthesis and reporting to the Prime Minister for consideration and decision.

For the 5-year plan for restructuring state capital in Vietnam Joint Stock Commercial Bank for Industry and Trade, the State Bank of Vietnam shall direct the representative of state capital in Vietnam Joint Stock Commercial Bank for Industry and Trade to develop a plan to increase the ratio of state capital held to ensure a minimum of 65% of the charter capital.

2. Within 30 working days from the effective date of this Decision, the agency representing the owner shall approve the 5-year plan for restructuring state capital in enterprises under its management and not falling under Clause 1 of this Article to implement the arrangement and restructuring of state capital in enterprises, and send it to the Ministry of Finance for synthesis and monitoring.

3. In cases of arranging and restructuring state capital in enterprises as stipulated in point d, Clause 2, Article 4 of this Decision, the agency representing the owner shall consult with the Ministry of Finance and the Ministry managing the sector before reporting to the Prime Minister for consideration and decision.

The report plan to the Prime Minister from the agency representing the owner shall include the following main contents: proposed content, political basis, legal basis, practical basis, projected economic and social efficiency, etc., ensuring compliance with the Party’s guidelines, state laws, and closely adhering to the actual operations of the enterprise; information documents about the enterprise, reports evaluating the financial status and production and business results of the enterprise for 02 consecutive years immediately preceding the year of proposal.

The Ministry of Finance and the Ministry managing the sector shall provide specific opinions, clearly stating their views on the proposed content of the agency representing the owner, and if there is no agreement, the reasons must be clearly stated.

4. Urge, inspect, and supervise the implementation of the 5-year plan for restructuring state capital in enterprises specified in Clauses 1 and 2 of this Article.

Article 6. Responsibilities of the Board of Members or the Company President of enterprises where the State holds 100% of the charter capital

1. The Board of Members or the Company President of enterprises where the State holds 100% of the charter capital shall propose to the agency representing the owner to approve the 5-year plan for restructuring state capital in enterprises as stipulated in Clause 2, Article 5 of this Decision.

2. The Board of Members or the Company President (excluding agricultural and forestry companies) shall, based on the Classification Criteria specified in Clause 1, Article 3 of this Decision and the socio-economic development goals and tasks in each period, approve the 5-year plan for restructuring the capital of enterprises where the State holds 100% of the charter capital invested in other enterprises as stipulated in Clauses 1, 3, and 4, Article 4 of this Decision, ensuring that the ratio of the enterprise’s capital invested in other enterprises falls within the corresponding framework ratio specified in the Appendix attached to this Decision.

For enterprises with capital contributions from enterprises where the State holds 100% of the charter capital not falling under the Classification Criteria specified in Clause 1, Article 3 of this Decision, the Board of Members or the Company President shall, based on the criteria specified in Clause 2, Article 3, consider and decide the ratio of capital to be held or not held in these enterprises.

3. The Board of Members or the Company President shall consider and decide the ratio of capital to be held or not held by enterprises where the State holds 100% of the charter capital invested in other enterprises whose industries or sectors are not covered by the Classification Criteria specified in Article 3 of this Decision, according to one of the following principles:

a) Directly serving the business industry, sector, or within the value chain of the business sector of the enterprise where the State holds 100% of the charter capital;

b) Operating efficiently, playing an important or necessary role for the development of enterprises in the parent company – subsidiary model.

4. For enterprises with capital contributions from enterprises where the State holds 100% of the charter capital whose industries or sectors are not covered by the Classification Criteria specified in Article 3 and Clause 3 of this Article, the Board of Members or the Company President shall decide to implement forms of capital restructuring in these enterprises towards not holding shares or capital contributions at an appropriate time, ensuring the legitimate and maximum interests of the enterprise where the State holds 100% of the charter capital.

Article 7. Responsibilities of the representative of state capital in enterprises

1. For enterprises where the State holds 50% or less of the charter capital, the representative of state capital in the enterprise shall propose to the agency representing the owner to approve the 5-year plan for restructuring state capital in enterprises as stipulated in Clause 2, Article 5 of this Decision.

2. For enterprises where the State holds over 50% of the charter capital:

a) The representative of state capital in the enterprise shall propose to the agency representing the owner to approve the 5-year plan for restructuring state capital in enterprises as stipulated in Clause 2, Article 5 of this Decision;

b) The representative of state capital in the enterprise shall report and seek opinions from the agency representing the owner before participating in discussions and voting at the General Meeting of Shareholders, Board of Directors meeting, or Board of Members meeting on the 5-year plan for restructuring the capital of enterprises where the State holds over 50% of the charter capital invested in other enterprises, in which:

b1) The form of arrangement, capital restructuring, and content of the 5-year capital restructuring plan shall be implemented according to the provisions in Clauses 1, 3, and 4, Article 4 of this Decision;

b2) The determination of the capital holding ratio in enterprises with capital contributions from enterprises where the State holds over 50% of the charter capital shall be implemented according to the principles stipulated in Clauses 2, 3, and 4, Article 6 of this Decision.

Article 8. Responsibilities of the Ministry of Finance

1. Synthesize and report to the Prime Minister for consideration and approval of the 5-year plan for restructuring state capital in enterprises based on the proposals of the agency representing the owner and the opinions of relevant agencies regarding enterprises specified in Appendix III attached to Decree No. 57/2026/ND-CP (excluding Viettel Military Industry and Telecoms Group) and 03 Joint Stock Commercial Banks: Vietnam Investment and Development Bank, Vietnam Joint Stock Commercial Bank for Industry and Trade, Vietnam Foreign Trade Joint Stock Commercial Bank, specifically:

a) Within 15 working days from the date of receiving the proposal from the agency representing the owner as stipulated in Clause 1, Article 5 of this Decision, the Ministry of Finance shall synthesize and send it for opinions to the Ministries of Home Affairs, Justice, and the Ministry managing the sector.

b) Within 15 working days from the date of receiving the written request for opinions from the Ministry of Finance, the Ministries of Home Affairs, Justice, and the Ministry managing the sector shall be responsible for providing written opinions and sending them to the Ministry of Finance for synthesis and reporting to the Prime Minister within 15 working days from the date of receiving all opinions.

2. Synthesize reports on the promulgation of the 5-year plan for restructuring state capital in enterprises nationwide, reporting to the Prime Minister in Q4 2026 for the 2026-2030 period and in Q2 of the first year of the subsequent period.

Review and propose to the Prime Minister to adjust and supplement the Classification Criteria to suit each period of socio-economic development based on the proposal of the agency representing the owner, ensuring compliance with the Law on Promulgation of Legal Normative Documents and guiding documents.

3. Monitor, guide, urge, inspect, and supervise Ministries, sectors, localities, economic groups, and general corporations in approving plans and implementing the arrangement and restructuring of state capital in enterprises as stipulated in this Decision.

Article 9. Transitional Provisions

1. For enterprises operating in industries or sectors covered by the Classification Criteria in Clause 1, Article 3 of this Decision that have completed the arrangement and restructuring of capital in accordance with legal provisions and decisions of competent authorities before the effective date of this Decision, but the ratio of state capital in the enterprise, the ratio of state-owned enterprise capital invested in other enterprises is currently lower than the framework ratio specified in the Appendix attached to this Decision, the competent authority shall decide to maintain the current ratio of state capital in the enterprise, the ratio of state-owned enterprise capital invested in other enterprises, or to make additional capital investments for industries and sectors permitted for additional capital investment according to Decree No. 366/2025/ND-CP dated December 31, 2025, of the Government on the management and investment of state capital in enterprises and its amending, supplementing, or replacing documents (if any) to ensure the holding ratio according to the framework ratio specified in the Appendix attached to this Decision (except where the Government or the Prime Minister decides or specialized laws stipulate otherwise).

2. For enterprises operating in the industry and sector of exploitation, production, supply of clean water and urban, rural drainage, currently operating as a one-member limited liability company where the State holds 100% of the charter capital, the agency representing the owner shall consider and decide whether to continue maintaining it as a one-member limited liability company or to implement the restructuring of state capital in the enterprise according to the Classification Criteria based on the proposal of the Board of Members or the Company President, in line with the actual operations of the enterprise and the socio-economic development tasks of the locality.

Article 10. Effectiveness and Implementation

1. This Decision shall take effect from August 05, 2026.

2. Before January 31 annually, ministries, ministerial-level agencies, and People’s Committees of provinces and centrally-run cities shall be responsible for submitting reports on the implementation of the 5-year plan for restructuring state capital in enterprises specified in this Decision to the Steering Committee for Enterprise Reform and Development, and the Ministry of Finance for monitoring and synthesis.

3. Ministries, ministerial-level agencies, People’s Committees of provinces and centrally-run cities, and state-owned enterprises shall be responsible for:

a) Re-approving the 5-year plan for restructuring state capital in enterprises, and state-owned enterprise capital invested in other enterprises for each period and completing it in Q1 of the first year of the 5-year period from 2031 onwards.

b) In Q1 of the first year of the 5-year period from 2031 onwards, the agency representing the owner shall propose a 5-year plan for restructuring state capital in enterprises specified in Appendix III attached to Decree No. 57/2026/ND-CP (excluding Viettel Military Industry and Telecoms Group) and 03 Joint Stock Commercial Banks: Vietnam Investment and Development Bank, Vietnam Joint Stock Commercial Bank for Industry and Trade, Vietnam Foreign Trade Joint Stock Commercial Bank, and send it to the Ministry of Finance for synthesis and reporting to the Prime Minister before April 30 for consideration and approval.

4. Within their assigned functions and tasks, Ministries shall be responsible for proactively amending or proposing to competent authorities to amend relevant regulations to resolve difficulties and obstacles during the implementation of this Decision.

5. Ministers, Heads of ministerial-level agencies, Chairpersons of People’s Committees of provinces and centrally-run cities, and state-owned enterprises, direct representatives of the owner, representatives of state capital shall be responsible for implementing this Decision./.

APPENDIX

CRITERIA FOR CLASSIFYING STATE-OWNED ENTERPRISES BY INDUSTRY, SECTOR, AND THE FRAMEWORK RATIO OF STATE CAPITAL HELD IN ENTERPRISES FOR THE PURPOSE OF ARRANGING AND RESTRUCTURING STATE CAPITAL IN ENTERPRISES
(Issued together with Decision No. 40/2026/QD-TTg dated August 05, 2026, of the Prime Minister)

I. ENTERPRISES WHERE THE STATE HOLDS 100% OF THE CHARTER CAPITAL OPERATING IN THE FOLLOWING INDUSTRIES AND SECTORS:

1. Enterprises supplying essential public utility products and services to society as stipulated in Clause 1, Article 6 of Decree No. 366/2025/ND-CP dated December 31, 2025, of the Government on the management and investment of state capital in enterprises.

2. Enterprises operating in natural monopoly sectors as stipulated in Clause 3, Article 6 of Decree No. 366/2025/ND-CP dated December 31, 2025, of the Government on the management and investment of state capital in enterprises.

3. Enterprises operating in industries and sectors stipulated in Clauses 4 and 6, Article 6 of Decree No. 366/2025/ND-CP dated December 31, 2025, of the Government on the management and investment of state capital in enterprises.

4. Enterprises applying high technology according to the law on high technology or having investment projects with a minimum investment capital of VND 12,000 billion; enterprises manufacturing cigarettes; Vietnam Bank for Agriculture and Rural Development.

5. Enterprises operating in key areas for national defense and security:

a) Supplying fishery logistics products and services, managing and operating fishery logistics service centers in islands, key locations, strategic areas;

b) As decided by the Prime Minister based on the proposal of the agency representing the owner.

6. Enterprises operating in key, essential sectors of the economy:

a) Energy; food; exploitation and processing of strategic minerals; basic chemicals;

b) Building, developing, and operating data infrastructure, specialized and national digital infrastructure, national digital content platforms, ensuring national sovereignty on digital platforms, national data security sovereignty;

c) Building and developing digital platforms, producing scientific films, news, digital content serving propaganda, external information tasks, and ideological, cultural, ethnic security tasks;

d) Other cases decided by the Prime Minister based on the proposal of the agency representing the owner, in line with the Party’s and State’s guidelines and orientations on strategic breakthroughs, socio-economic development plans for each period.

II. ENTERPRISES IMPLEMENTING CAPITAL ARRANGEMENT AND RESTRUCTURING, WHERE THE STATE HOLDS 65% OR MORE OF THE CHARTER CAPITAL, OPERATING IN THE FOLLOWING INDUSTRIES AND SECTORS:

1. Management and operation of airports; airside operation services; navigation, surveillance information services, aeronautical meteorological services; air transport.

2. Management and operation of berths at special seaports according to regulations on classification of Vietnamese seaports.

3. Large-scale mineral exploitation according to current regulations on mineral mine scale classification or criteria stipulated by competent authorities.

4. Production of animated films for children commissioned or sponsored by the State.

5. Finance, banking (excluding insurance, securities, fund management companies, finance companies, financial leasing companies, and Vietnam Bank for Agriculture and Rural Development).

6. Mechanical engineering; production and trading of fertilizers, phosphorus-containing fertilizers.

7. Enterprises ensuring essential needs for production development and improving the material and spiritual life of ethnic minorities in mountainous, remote, and isolated areas; exploitation, production, supply of clean water and urban, rural drainage.

III. ENTERPRISES IMPLEMENTING CAPITAL ARRANGEMENT AND RESTRUCTURING, WHERE THE STATE HOLDS OVER 50% TO UNDER 65% OF THE CHARTER CAPITAL, OPERATING IN THE FOLLOWING INDUSTRIES AND SECTORS:

1. Key petroleum import enterprises accounting for 30% or more of the market share, playing a role in ensuring major economic balances and market stabilization.

2. Providing telecommunication services with network infrastructure of special importance to the operation of the entire national telecommunication infrastructure and directly affecting socio-economic development, ensuring national defense and security according to the Prime Minister’s Decision.

3. Searching, exploring, and evaluating reserves of various minerals (excluding oil and gas)./.