THE GOVERNMENT OF VIETNAM ——-	SOCIALIST REPUBLIC OF VIETNAM Independence – Freedom – Happiness —————
No. 366/2025/ND-CP	Hanoi, December 31, 2025

DECREE

ON MANAGEMENT AND INVESTMENT OF STATE CAPITAL IN ENTERPRISES

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

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

At the proposal of the Minister of Finance;

The Government hereby promulgates a Decree on management and investment of state capital in enterprises.

Chapter I

GENERAL PROVISIONS

Article 1. Scope

This Decree provides for elaboration of the investment of state capital in enterprises and management of state capital invested in enterprises, including: clause 4 Article 11, clause 2 Article 12, clause 3 Article 13, clause 2 Article 14, clause 3 Article 15, clauses 1 and 2 Article 16, clause 5 Article 17, clause 2 Article 18, clause 7 Article 19, clause 6 Article 20, clause 6 Article 21, clause 3 Article 23, clause 3 Article 25, clause 4 Article 26, point e clause 2, clauses 3 and 4 Article 27, clause 2 Article 56, clause 8 Article 59 of the Law on Management and Investment of State Capital in Enterprises.

Article 2. Regulated entities

1. Owner’s representative authorities;

2. Direct owner’s representatives; state capital representatives;

3. State-owned enterprises as prescribed in the Law on Enterprises; credit institutions with over 50% of charter capital held by the State as prescribed in the Law on Credit Institutions, excluding policy banks (hereinafter referred to as state-owned enterprises);

4. Agencies, organizations and individuals involved in the management and investment of state capital in enterprises.

Article 3. Application of relevant law

Enterprises operating in sectors and fields with special financial characteristics shall, in addition to complying with this Decree, comply with the Government’s specific regulations on such characteristics. Where there is a discrepancy with the provisions of this Decree, the Government’s specific regulations on such characteristics shall apply.

Article 4. Interpretation of terms

For the purposes of this Decree, these terms below shall be construed as follows:

1. Annual financial statements means the separate financial statements of the enterprise that have been independently audited for the financial year, except for cases not subject to independent audit as prescribed by the law on independent audit.

2. Financial authority means the Ministry of Finance for state-owned enterprises whose owner’s representative authority is a ministry, ministerial agency, Governmental agency or organization assigned by the Government; and the provincial Department of Finance for state-owned enterprises whose owner’s representative authority is a province-level People’s Committee.

Chapter II

INVESTMENT OF STATE CAPITAL IN ENTERPRISES

Section 1. SOURCES OF CAPITAL AND ASSETS FOR INVESTMENT OF STATE CAPITAL IN ENTERPRISES

Article 5. Sources of capital and assets for investment of state capital in enterprises

1. Sources of capital and assets for the State to invest capital in enterprises shall be implemented in accordance with Article 11 of the Law on Management and Investment of State Capital in Enterprises.

2. Other lawful capital sources as prescribed by the Government include:

a) Additional value arising from revaluation of assets for the purpose of increasing state capital in enterprises pursuant to a decision of the Prime Minister;

b) Non-refundable official development assistance (ODA grant) decided by the competent authority to be used for investment of state capital in enterprises;

c) Public investment capital as prescribed by the law on public investment, decided by the competent authority to be used for investment of state capital in enterprises;

d) State support amounts for increasing state capital in enterprises or for investment, project execution or task performance as prescribed by law or pursuant to a decision of the competent authority;

dd) Assets transferred without compensation to the Vietnamese party being enterprises, where the competent authority decides to use such assets for investment of state capital in enterprises as prescribed in clause 3 of this Article;

e) Other capital sources and assets decided by the competent authority to be used for investment of state capital in enterprises.

3. Assets transferred without compensation to the Vietnamese party being enterprises as prescribed in Article 125 of Decree No. 31/2021/ND-CP dated March 26, 2021 of the Government on elaboration and guidance on implementation of a number of articles of the Law on Investment shall be handled in accordance with the law on investment and the following provisions:

a) The owner’s representative authority of the enterprise with state capital being the Vietnamese party shall receive and decide on the use of assets transferred without compensation (in accordance with the joint venture contract signed between the enterprise with state capital and the enterprise with investment capital of the enterprise with state capital with the foreign partner) for additional investment of state capital in enterprises under its management, or cooperate with another owner’s representative authority to report to the Prime Minister for approval of the policy on using the received assets for additional investment of state capital in enterprises under another owner’s representative authority.

b) Where there is no need to use the assets transferred without compensation for investment of state capital in enterprises, the owner’s representative authority shall carry out procedures to establish all-people ownership and manage the assets in accordance with the law on management and use of public assets. The authority and procedures for establishing all-people ownership shall be implemented in accordance with the regulations applicable to assets transferred without compensation by foreign-invested enterprises to the Vietnamese State under Decree No. 77/2025/ND-CP dated April 1, 2025 of the Government on authority and procedures for establishing all-people ownership over assets and handling of assets over which all-people ownership has been established.

c) Where the assets transferred without compensation are used for investment of state capital in enterprises, the owner’s representative authority of the enterprise receiving the assets shall direct the enterprise to engage a valuation firm to determine the value of the assets received without compensation in accordance with the law on pricing and valuation. The valuation result shall serve as the basis for the competent authority to decide on additional investment of state capital in enterprises. The authority and procedures for additional capital investment shall be implemented in accordance with Sections 3 and 4 of this Chapter.

d) The enterprise receiving assets transferred without compensation to the Vietnamese party as prescribed in point a of this clause, when carrying out capital transfer or investment project transfer, shall be responsible for:

d1) Disclosing information to investors prior to the transfer; recording in the transfer agreement and amending relevant provisions in the joint venture contract regarding the assets being transferred without compensation to the owner’s representative authority of the enterprise prescribed in point a of this clause upon expiration of the joint venture contract;

d2) Monitoring and reporting to the owner’s representative authority for supervision.

Section 2. INVESTMENT OF STATE CAPITAL FOR ESTABLISHMENT OF WHOLLY STATE-OWNED ENTERPRISES

Article 6. Scope of investment of state capital for establishment of wholly state-owned enterprises

Investment of state capital for establishment of wholly state-owned enterprises shall fall within the following scope:

1. Enterprises providing essential public utility products and services for society:

a) Management and operation of the national railway infrastructure system and urban railway infrastructure invested by the State; operation of national railway and urban railway transportation invested by the State;

b) Air navigation services, aeronautical information services, search and rescue services;

c) Ensuring maritime safety (excluding dredging and maintenance of public maritime channels);

d) Public postal services and operation, management of the public postal network;

dd) Publishing (excluding the fields of printing and distribution of publications);

e) Operations in the field of agriculture and forestry in accordance with the Government’s regulations on rearrangement, renewal of organization, management mechanisms and policies for agricultural and forestry companies;

g) Environmental protection activities in accordance with the Government’s regulations on elaboration of a number of articles of the Law on Public Investment;

h) Management and operation of irrigation works (excluding small-scale irrigation and intra-field irrigation works) and sea reclamation embankments;

i) Other cases pursuant to a decision of the Prime Minister based on a proposal from the owner’s representative authority.

2. Enterprises directly serving national defense and security as prescribed by the Government; enterprises operating in strategically important areas for national defense and security pursuant to a decision of the Prime Minister based on a proposal from the owner’s representative authority.

3. Enterprises operating in the field of natural monopoly:

a) Transmission and dispatch of the national power system, management of the distribution grid, construction and operation of nuclear power plant projects and strategically important multi-purpose hydropower plants of particular significance to socio-economic development, national defense and security as prescribed by the law on electricity;

b) Production and trading of industrial explosives;

c) Printing and minting of currency;

d) Lottery business;

dd) Organization of securities trading markets; provision of centralized securities registration, depository, clearing and settlement services for the securities market;

e) Investment and business of state capital, purchase, sale and resolution of non-performing loans (NPL) in service of restructuring and support for regulation and macroeconomic stabilization.

4. Science and technology enterprises as prescribed by the law on science, technology, innovation and digital transformation.

5. High-tech enterprises as prescribed by the law on high technology, or enterprises with investment projects with a minimum investment capital of VND 12,000 billion, or enterprises operating in the banking sector, creating strong growth drivers for other sectors, fields and the economy.

6. Enterprises constructing key national infrastructure works in the fields of transport, irrigation, energy and digital infrastructure.

7. Enterprises operating in key and essential sectors of the economy:

a) Energy; extraction and processing of strategic minerals; basic chemicals;

b) Enterprises operating in key and essential sectors of the economy as decided by the Prime Minister based on a proposal from the owner’s representative authority, in accordance with the guidelines and orientations of the Party and the State on strategic breakthroughs and socio-economic development plans for each period.

Article 7. Authority to invest state capital for establishment of wholly state-owned enterprises

1. The Prime Minister:

a) Decide on investment of state capital and decide on establishment of wholly state-owned enterprises after the National Assembly decides on investment guidelines as prescribed in clause 1 Article 16 of the Law on Management and Investment of State Capital in Enterprises;

b) Decide on the policy regarding the level of state capital to be invested for establishment of wholly state-owned enterprises, except for cases prescribed in point a of this clause and point b clause 2 of this Article.

2. Owner’s representative authorities:

a) Decide on investment of state capital and decide on establishment of wholly state-owned enterprises after the Prime Minister decides on the investment policy regarding the investment capital level as prescribed in point b clause 1 of this Article.

b) Owner’s representative authorities being province-level People’s Committees shall decide on investment of state capital and decide on establishment of wholly state-owned enterprises from local budget sources and public assets under their management, and which do not fall under clause 1 Article 16 of the Law on Management and Investment of State Capital in Enterprises. Province-level People’s Committees shall be responsible for their decisions and ensure compliance with the principles of management and investment of state capital in enterprises as prescribed in Article 5 of the Law on Management and Investment of State Capital in Enterprises.

Article 8. Procedures for investment of state capital for establishment of wholly state-owned enterprises

1. The scheme for establishment of a wholly state-owned enterprise shall include the following main contents:

a) Legal basis, objectives and necessity of capital investment for establishment of the enterprise;

b) Name, type of company, organizational management model of the enterprise; location of the enterprise’s head office, location for construction of production and business facilities and land area used; branches and representative offices (if any); expected time of establishment of the enterprise;

c) Business lines and trades, list of products and services provided by the enterprise; market situation, demand and market prospects for each type of product and service provided by the enterprise; technology expected to be applied in production and business activities;

d) Level of charter capital; state investment capital sources including the value of state assets (if any);

dd) Expected economic efficiency and social effectiveness; expected capacity to supply labor, raw materials, energy, technology and other necessary conditions for operations after establishment;

e) Draft company charter;

g) Assessment of the conformity of the capital investment for establishment of the enterprise with the strategy and socio-economic development plan, national defense and security tasks (if any);

2. Procedures for investment of state capital for establishment of wholly state-owned enterprises in cases requiring approval of investment guidelines:

a) The owner’s representative authority shall prepare the scheme in accordance with the contents prescribed in clause 1 of this Article, clearly report on the scope of capital investment (in cases of reporting to the Prime Minister for a decision on the scope of capital investment), be responsible for the completeness and accuracy of the scheme, and solicit opinions from the Ministry of Finance, Ministry of Home Affairs, Ministry of Justice and relevant sector-managing ministries;

b) Within 15 working days from the date of receipt of the complete scheme dossier as prescribed, the relevant ministries and agencies shall be responsible for sending written opinions on the scheme regarding the contents within their management scope and fields to the owner’s representative authority; where there is disagreement, the reasons shall be clearly stated as a basis for the competent authority to decide;

The Ministry of Finance shall provide opinions on the conformity of the capital investment with the law on management and investment of state capital in enterprises, the feasibility of balancing investment capital and other matters within the state management functions and duties of the Ministry of Finance with respect to the scheme for establishment of enterprises proposed by another owner’s representative authority; clearly state its position on the content proposed by the owner’s representative authority; where there is disagreement, the reasons shall be clearly stated;

c) Based on the opinions of the Ministry of Finance and relevant ministries (if any), the owner’s representative authority shall consolidate, incorporate and finalize the scheme for submission to the Prime Minister or report to the Government for submission to the National Assembly for decision on approval of the investment guidelines for capital investment to establish a wholly state-owned enterprise;

d) Based on the approved investment guidelines from the competent authority, the Prime Minister and owner’s representative authority shall decide on capital investment and decide on establishment of the enterprise in accordance with the authority prescribed in clauses 1 and 2 Article 7 of this Decree.

3. The owner’s representative authority being a province-level People’s Committee shall direct the preparation of the scheme in accordance with the contents prescribed in clause 1 of this Article, decide on investment of state capital and decide on establishment of the enterprise in accordance with its authority based on the appraisal opinions of the provincial Department of Finance. The provincial Department of Finance shall appraise the contents prescribed in point b clause 2 of this Article.

4. The owner’s representative authority shall prepare estimates, make payments and prepare final accounts of state budget expenditures for state budget capital sources (state capital investment in enterprises) in accordance with the law on the state budget and relevant law.

Section 3. INVESTMENT OF STATE CAPITAL FOR ADDITIONAL CONTRIBUTION TO CHARTER CAPITAL OF WHOLLY STATE-OWNED ENTERPRISES

Article 9. Scope of investment of state capital for additional contribution to charter capital of wholly state-owned enterprises

1. Additional investment in charter capital for wholly state-owned enterprises within the scope prescribed in Article 6 of this Decree that are in operation and fall within one of the following cases:

a) Enterprises in operation with effective performance that need additional charter capital for production and business activities;

Effective performance of enterprises in operation shall be assessed based on the results of evaluation and classification of wholly state-owned enterprises as prescribed by the Government on supervision, inspection, evaluation, classification, reporting and information disclosure in the management and investment of state capital in enterprises, ensuring that the enterprise’s classification results for 2 consecutive years prior to the year of proposing additional investment in charter capital reach class B or above as announced by the competent authority;

b) Enterprises directly serving national defense and security; science and technology enterprises as prescribed by the law on science, technology, innovation and digital transformation; enterprises operating in the field of natural monopoly;

c) Enterprises operating in the field of agriculture and forestry in accordance with the Government’s regulations on rearrangement, renewal of organization, management mechanisms and policies for agricultural and forestry companies;

d) Other cases requiring additional charter capital as decided by the Prime Minister based on a proposal from the owner’s representative authority.

2. Cases not prescribed in clause 1 of this Article that are in operation with effective performance and have a need for additional investment in charter capital may receive additional capital investment from the sources prescribed in clauses 2, 3 and 4 Article 11 of the Law on Management and Investment of State Capital in Enterprises. The determination of effective performance shall be implemented in accordance with point a clause 1 of this Article.

3. The effective performance requirement prescribed in clauses 1 and 2 of this Article shall not apply to cases of additional contribution to charter capital from public assets that are the result of project execution using state capital for which the beneficiaries have been identified and that are counted as state capital components in enterprises in accordance with the law on management and use of public assets.

Article 10. Authority to invest state capital for additional contribution to charter capital of wholly state-owned enterprises

1. The Prime Minister:

a) Decide on capital investment for additional contribution to charter capital of wholly state-owned enterprises after the National Assembly decides on investment guidelines as prescribed in clause 1 Article 16 of the Law on Management and Investment of State Capital in Enterprises;

b) Decide on the policy regarding the investment capital level for additional contribution to charter capital of wholly state-owned enterprises from retained after-tax profit; from state budget sources of VND 5,000 billion or more, except for cases prescribed in point a of this clause and point b clause 2 of this Article.

2. Owner’s representative authorities:

a) Make additional investment in charter capital for wholly state-owned enterprises from state budget sources after the Prime Minister decides on the investment policy as prescribed in point b clause 1 of this Article;

b) Make additional contribution to charter capital from local budget sources and which does not fall under clause 1 Article 16 of the Law on Management and Investment of State Capital in Enterprises;

c) Other cases of additional capital investment, except for cases prescribed in clauses 1 and 3 of this Article.

3. The Members’ Council or President of the company shall decide on additional investment in charter capital of wholly state-owned enterprises in one of the following cases:

a) Additional contribution to charter capital from the Development investment fund or the charter capital supplementation reserve fund;

b) Additional contribution to charter capital from retained after-tax profit after the Prime Minister decides on the investment policy as prescribed in point b clause 1 of this Article;

c) Additional contribution to charter capital from public assets that are the result of project execution using state capital for which the beneficiaries have been identified and that are counted as state capital components in enterprises in accordance with the law on management and use of public assets;

d) Investment of state capital from the source prescribed in point a clause 2 Article 5 of this Decree.

Article 11. Procedures for investment of state capital for additional contribution to charter capital of wholly state-owned enterprises

1. The plan for additional investment in charter capital shall include the following main contents:

a) Legal basis, objectives and necessity of additional investment in charter capital;

b) General information, current financial situation and production and business operation results for the 2 years immediately preceding the year of plan preparation;

c) Adjusted increase in charter capital level determined on the basis of the additional charter capital needs;

d) Expected economic efficiency and social effectiveness; or the degree of fulfillment of political tasks assigned by the competent authority; national defense and security tasks; non-profit tasks;

dd) Assessment of the conformity of the additional capital investment with the enterprise’s strategy and production and business plan, or performance of political tasks assigned by the competent authority; national defense and security tasks; non-profit tasks;

e) Documents related to determining the additional charter capital needs.

2. The additional charter capital needs shall be determined based on the aggregate of the following components:

a) The investment level from enterprise projects approved or having investment guidelines decided by the competent authority, and the approved project investment plans corresponding to the investment capital level from state budget sources, the Development investment fund and other lawful sources stated in the enterprise’s investment projects with investment guidelines approved or investment decisions made by the competent authority, and the approved project investment plans that have not yet resulted in increased charter capital;

b) The value of public assets transferred to enterprises in the form of being counted as state capital components in enterprises;

c) The value to be recorded as an increase in state capital in enterprises from other lawful capital sources as prescribed in clause 2 Article 5 of this Decree;

d) 30% of the expected increase in revenue from production and business activities involving products, goods and services in the year of charter capital adjustment compared to the actual revenue from production and business activities involving products, goods and services recorded in the annual financial statements of the year immediately preceding the year of charter capital adjustment;

dd) The need for additional capital to invest in establishment of economic organizations; investment by capital contribution, purchase of shares, purchase of capital contributions in accordance with the development strategy and annual business plan already promulgated;

e) The need for additional capital to perform tasks assigned by the competent authority;

g) The need for additional capital as prescribed by specialized law or the Government’s regulations on operating mechanisms and financial management mechanisms for enterprises in a number of special fields.

3. The adjusted increase in charter capital level shall be determined on the basis of the additional charter capital needs corresponding to the following capital sources: state budget; value of public assets transferred to enterprises in the form of being counted as state capital components in enterprises; increased differential value from asset revaluation approved by the Prime Minister; value of non-refundable ODA capital and public investment capital pursuant to a decision of the competent authority; value of assets received without compensation; value of funds already received under State support policies and other support as prescribed by law; Development investment fund and other lawful capital sources in the year of charter capital adjustment that have been recognized in the annual financial statements of the year immediately preceding the year of charter capital adjustment.

4. Procedures for investment of state capital for additional contribution to charter capital of wholly state-owned enterprises in cases requiring a decision on investment guidelines:

a) The wholly state-owned enterprise shall prepare a plan for additional investment in charter capital in accordance with the contents prescribed in clause 1 of this Article and send it to the owner’s representative authority;

b) Within 15 working days from the date of receipt of the complete dossier from the enterprise, the owner’s representative authority shall be responsible for checking the dossier for compliance with regulations, appraising the report contents and assessment, the scope of capital investment (in cases of reporting to the Prime Minister for a decision on the scope of capital investment), determining the additional charter capital level and the source of additional charter capital, and soliciting opinions from the Ministry of Finance;

c) Within 15 working days from the date of receipt of the complete dossier as prescribed, the Ministry of Finance shall provide opinions on the conformity of the capital investment with the law on management and investment of state capital in enterprises, the feasibility of balancing investment capital and other matters within the state management functions and duties of the Ministry of Finance with respect to the plan for additional investment in charter capital proposed by another owner’s representative authority; clearly state its position on the content proposed by the owner’s representative authority; where there is disagreement, the reasons shall be clearly stated;

d) Based on the opinions of the Ministry of Finance, the owner’s representative authority shall consolidate, incorporate and finalize the plan for submission to the Prime Minister or report to the Government for submission to the National Assembly for decision on approval of the investment guidelines for additional contribution to charter capital;

dd) Based on the approved investment guidelines from the competent authority, the Prime Minister and owner’s representative authority shall decide on capital investment for additional contribution to charter capital of wholly state-owned enterprises in accordance with the authority prescribed in clauses 1 and 2 Article 10 of this Decree.

5. Procedures for investment decisions by the owner’s representative authority in cases not requiring preparation and submission for approval of investment guidelines:

b) Within 15 working days from the date of receipt of the complete dossier from the enterprise, the owner’s representative authority shall be responsible for reviewing the report contents and assessment, determining the additional charter capital level and the source of additional charter capital, and soliciting opinions from the financial authority;

c) Within 15 working days from the date of receipt of the complete dossier as prescribed, the Ministry of Finance shall provide opinions on the plan for additional investment in charter capital at the request of another owner’s representative authority; the provincial Department of Finance shall appraise the plan for additional investment in charter capital of the owner’s representative authority being a province-level People’s Committee. The appraisal contents shall be in accordance with point c clause 4 of this Article. The owner’s representative authority shall consolidate and incorporate the opinions of the financial authority to decide on additional investment in charter capital.

6. The owner’s representative authority shall prepare estimates, make payments and prepare final accounts of state budget expenditures for state budget capital sources (state capital investment in enterprises) in accordance with the law on the state budget and relevant law.

7. The Members’ Council or President of the company shall direct the preparation of the plan as prescribed in clause 1 of this Article as the basis for deciding on additional investment in charter capital. The Members’ Council or President of the company shall be responsible for their decisions.

8. Annually, based on the approved plan for additional investment in charter capital, the value of the owner’s investment capital at the beginning of the year in the enterprise’s financial statements and the actual additional investment in charter capital as prescribed, the enterprise shall carry out procedures to adjust the charter capital level in the Enterprise Registration Certificate in accordance with the actual investment capital of the owner as prescribed by the Law on Enterprises.

Section 4. INVESTMENT OF STATE CAPITAL FOR ADDITIONAL CONTRIBUTION TO CAPITAL IN JOINT STOCK COMPANIES AND MULTI-MEMBER LIMITED LIABILITY COMPANIES WITH STATE CAPITAL

Article 12. Scope of investment of state capital for additional contribution to capital in joint stock companies and multi-member limited liability companies with state capital

1. Enterprises within the scope prescribed in Article 6 of this Decree and enterprises assigned to perform national defense and security tasks as prescribed by the Government may receive additional capital investment from the sources prescribed in Article 11 of the Law on Management and Investment of State Capital in Enterprises.

2. Enterprises not prescribed in clause 1 of this Article that have a need for additional capital investment may receive additional capital investment from the sources prescribed in clauses 2, 3 and 4 Article 11 of the Law on Management and Investment of State Capital in Enterprises and this Decree. Where additional capital investment from state budget sources is needed to maintain the state ownership ratio, the authority shall be exercised as prescribed in point b clause 1 Article 13 of this Decree.

Article 13. Authority to invest state capital for additional contribution to capital in joint stock companies and multi-member limited liability companies with state capital

1. The Prime Minister:

a) Decide on capital investment for additional contribution to capital in joint stock companies and multi-member limited liability companies with state capital after the National Assembly decides on investment guidelines as prescribed in clause 1 Article 16 of the Law on Management and Investment of State Capital in Enterprises;

b) Decide on the policy regarding the investment capital level for additional contribution to capital in joint stock companies and multi-member limited liability companies with state capital from retained after-tax profit; from state budget sources to maintain the state ownership ratio as prescribed in clause 2 Article 12; from state budget sources of VND 5,000 billion or more and not falling under cases prescribed in point a of this clause, point b clause 2 and clause 4 of this Article.

2. Owner’s representative authorities:

a) Decide on investment for additional contribution to capital from state budget sources after the Prime Minister decides on investment guidelines as prescribed in point b clause 1 of this Article;

b) Decide on investment for additional contribution to capital from local budget sources and not falling under clause 1 Article 16 of the Law on Management and Investment of State Capital in Enterprises;

c) Decide on investment for additional contribution to capital not falling under clauses 1, 3 and 4 of this Article.

3. State capital representatives shall report and seek opinions from the owner’s representative authority to provide opinions and vote at the General Meeting of Shareholders, Board of Directors meeting, or Members’ Council meeting on additional capital investment in the following cases using the following sources:

a) Development investment fund; charter capital supplementation reserve fund;

b) Share premium;

c) Stock dividends, retained after-tax profit after the Prime Minister decides on investment guidelines as prescribed in point b clause 1 of this Article;

d) Additional state capital from public assets that are the result of project execution using state capital for which the beneficiaries have been identified and that are counted as state capital components in enterprises in accordance with the law on management and use of public assets;

dd) Investment of state capital from the source prescribed in point a clause 2 Article 5 of this Decree.

4. For distribution of dividends in shares of commercial banks being joint stock companies with state ownership of over 50% of charter capital, after the Prime Minister approves the stock dividend ratio as prescribed by the law on credit institutions, the owner’s representative authority shall decide on investment and direct state capital representatives to provide opinions and vote at the General Meeting of Shareholders, Board of Directors meeting, and Members’ Council meeting.

Article 14. Procedures for investment of state capital for additional contribution to capital in joint stock companies and multi-member limited liability companies with state capital

1. The plan for additional investment of state capital contributions in joint stock companies and multi-member limited liability companies shall include the following basic contents:

a) Legal basis, objectives and necessity of additional capital investment;

b) General information, current financial situation and production and business operation results for the 2 years immediately preceding the year of plan preparation;

c) Charter capital needs, adjusted charter capital level and additional capital sources;

d) Expected economic efficiency and social effectiveness; or the degree of fulfillment of political tasks assigned by the competent authority; national defense and security tasks; non-profit tasks;

dd) Assessment of the conformity of the additional capital investment with the enterprise’s strategy and production and business plan.

2. Procedures for capital investment for additional contribution to capital in joint stock companies and multi-member limited liability companies with state capital in cases requiring a decision on investment guidelines:

a) The state capital representative shall prepare the plan for additional capital investment in accordance with the contents prescribed in clause 1 of this Article and send it to the owner’s representative authority;

b) Within 15 working days from the date of receipt of the complete dossier, the owner’s representative authority shall be responsible for reviewing the report contents and assessment, the scope of capital investment (in cases of reporting to the Prime Minister for a decision on the scope of capital investment), determining the additional capital level and the source of additional capital, and soliciting opinions from the Ministry of Finance;

c) Within 15 working days from the date of receipt of the complete dossier as prescribed, the Ministry of Finance shall provide opinions on the conformity of the capital investment with the law on management and investment of state capital in enterprises, the feasibility of balancing investment capital and other matters within the state management functions and duties of the Ministry of Finance with respect to the plan for additional capital investment proposed by another owner’s representative authority; clearly state its position on the content proposed by the owner’s representative authority; where there is disagreement, the reasons shall be clearly stated;

dd) Based on the approved investment guidelines from the competent authority, the Prime Minister and owner’s representative authority shall decide on capital investment for additional contribution to capital in joint stock companies and multi-member limited liability companies with state capital in accordance with the authority prescribed in clauses 1 and 2 Article 13 of this Decree.

3. Procedures for investment decisions by the owner’s representative authority in cases not requiring preparation and submission for approval of investment guidelines:

b) Within 15 working days from the date of receipt of the complete dossier as prescribed, the owner’s representative authority shall be responsible for reviewing the report contents and assessment, determining the additional charter capital level and the source of additional capital, and soliciting opinions from the financial authority;

c) Within 15 working days from the date of receipt of the complete dossier as prescribed, the Ministry of Finance shall provide opinions on the plan for additional capital investment at the request of another owner’s representative authority; the provincial Department of Finance shall appraise the plan for additional capital investment of the owner’s representative authority being a province-level People’s Committee. The contents of opinions provided shall be implemented in accordance with point c clause 2 of this Article. The owner’s representative authority shall consolidate and incorporate the opinions of the financial authority to decide on additional capital investment;

d) Based on the investment decision of the owner’s representative authority, the state capital representative shall provide opinions and vote at the General Meeting of Shareholders, Board of Directors meeting, and Members’ Council meeting.

4. The state capital representative shall report to the owner’s representative authority on the contents prescribed in points c and dd clause 1 of this Article to seek approval from the owner’s representative authority prior to providing opinions and voting at the General Meeting of Shareholders, Board of Directors meeting, and Members’ Council meeting on additional capital investment in joint stock companies and multi-member limited liability companies with state capital falling under cases prescribed in clause 3 Article 13 of this Decree.

5. The owner’s representative authority shall prepare estimates, make payments and prepare final accounts of state budget expenditures for state budget capital sources (state capital investment in enterprises) in accordance with the law on the state budget and relevant law.

Section 5. INVESTMENT OF STATE CAPITAL FOR CAPITAL CONTRIBUTION TO ESTABLISH JOINT STOCK COMPANIES AND MULTI-MEMBER LIMITED LIABILITY COMPANIES; CAPITAL CONTRIBUTION, PURCHASE OF SHARES, PURCHASE OF CAPITAL CONTRIBUTIONS IN ENTERPRISES WITHOUT STATE CAPITAL

Article 15. Scope of investment of state capital for capital contribution to establish joint stock companies and multi-member limited liability companies; capital contribution, purchase of shares and capital contributions in enterprises without state capital

Investment of state capital for capital contribution to establish joint stock companies and multi-member limited liability companies; capital contribution, purchase of shares and capital contributions in enterprises without state capital shall fall within the following scope:

1. Implementing economic restructuring through restructuring of enterprises operating in a number of sectors and fields with significant socio-economic impact as decided by the Prime Minister based on a proposal from the owner’s representative authority.

2. Performing national defense and security tasks, including: enterprises assigned to perform national defense and security tasks as prescribed by the Government; enterprises operating in strategically important areas for national defense and security as decided by the Prime Minister based on a proposal from the owner’s representative authority.

3. Providing essential public utility products and services for society as prescribed in clause 1 Article 6 of this Decree.

4. Science and technology enterprises as prescribed by the law on science, technology, innovation and digital transformation.

Article 16. Authority to invest state capital for capital contribution to establish joint stock companies and multi-member limited liability companies; capital contribution, purchase of shares and capital contributions in enterprises without state capital

1. The Prime Minister:

a) Decide on capital investment for capital contribution to establish joint stock companies and multi-member limited liability companies, capital contribution, purchase of shares and capital contributions in enterprises without state capital after the National Assembly decides on investment guidelines as prescribed in clause 1 Article 16 of the Law on Management and Investment of State Capital in Enterprises;

b) Decide on the policy regarding the investment capital level for capital contribution to establish joint stock companies and multi-member limited liability companies, capital contribution, purchase of shares and capital contributions in enterprises without state capital, and not falling under cases prescribed in point a of this clause and point b clause 2 of this Article;

2. Owner’s representative authorities:

a) Decide on capital investment for capital contribution to establish joint stock companies and multi-member limited liability companies, capital contribution, purchase of shares and capital contributions in enterprises without state capital after the Prime Minister decides on investment guidelines as prescribed in point b clause 1 of this Article;

b) Owner’s representative authorities being province-level People’s Committees shall decide on capital investment for capital contribution to establish joint stock companies and multi-member limited liability companies, capital contribution, purchase of shares and capital contributions in enterprises without state capital from local budget sources and public assets under their management, and which do not fall under clause 1 Article 16 of the Law on Management and Investment of State Capital in Enterprises. Province-level People’s Committees shall be responsible for their decisions and ensure compliance with the principles of management and investment of state capital in enterprises as prescribed in Article 5 of the Law on Management and Investment of State Capital in Enterprises.

Article 17. Procedures for investment of state capital for capital contribution to establish joint stock companies and multi-member limited liability companies; capital contribution, purchase of shares and capital contributions in enterprises without state capital

1. The investment of state capital for capital contribution to establish joint stock companies and multi-member limited liability companies must be accompanied by a Scheme for establishment of the enterprise as prescribed in clause 1 Article 8 of this Decree.

2. The plan for capital contribution, purchase of shares and capital contributions in enterprises without state capital shall include the following main contents:

a) Legal basis, objectives and necessity of investment by capital contribution, purchase of shares and capital contributions;

b) General information, current financial situation and production and business operation results for the 2 most recent years, together with legal documents and annual financial statements of the enterprise receiving investment by capital contribution, purchase of shares and capital contributions;

c) Business lines and trades, list of products and services provided by the enterprise; market situation, demand and market prospects for each type of product and service provided by the enterprise;

d) Total investment capital, state investment capital sources including the value of state assets (if any), investment method, charter capital level and ownership structure ratio after investment;

dd) Expected economic efficiency and social effectiveness; or the degree of fulfillment of political tasks assigned by the competent authority; national defense and security tasks; non-profit tasks;

e) Assessment of the conformity of the capital investment with the socio-economic development strategy and plan.

3. Procedures for capital investment for capital contribution to establish joint stock companies and multi-member limited liability companies; capital contribution, purchase of shares and capital contributions in enterprises without state capital in cases requiring approval of investment guidelines:

a) The owner’s representative authority shall prepare the scheme or plan in accordance with the contents prescribed in clauses 1 and 2 of this Article, clearly report on the scope of capital investment (in cases of reporting to the Prime Minister for a decision on the scope of capital investment), be responsible for the completeness and accuracy of the scheme and plan, and solicit opinions from the Ministry of Finance and relevant agencies and organizations;

b) Within 15 working days from the date of receipt of the complete dossier as prescribed, the Ministry of Finance and relevant agencies and organizations shall be responsible for sending written opinions on the contents within their management scope and fields to the owner’s representative authority; where there is disagreement, the reasons shall be clearly stated as a basis for the competent authority to decide.

The Ministry of Finance shall provide opinions on the conformity of the capital investment with the law on management and investment of state capital in enterprises, the feasibility of balancing investment capital and other matters within the state management functions and duties of the Ministry of Finance with respect to the scheme or plan proposed by another owner’s representative authority; clearly state its position on the content proposed by the owner’s representative authority; where there is disagreement, the reasons shall be clearly stated;

c) Based on the opinions of the Ministry of Finance and relevant agencies and organizations, the owner’s representative authority shall incorporate and finalize the scheme and plan for submission to the Prime Minister or report to the Government for submission to the National Assembly;

d) Based on the approved investment guidelines from the competent authority, the Prime Minister and owner’s representative authority shall decide on capital investment for capital contribution to establish joint stock companies and multi-member limited liability companies; capital contribution, purchase of shares and capital contributions in enterprises without state capital in accordance with the authority prescribed in clauses 1 and 2 Article 16 of this Decree;

4. The owner’s representative authority being a province-level People’s Committee shall direct the preparation of the scheme and plan in accordance with the contents prescribed in clauses 1 and 2 of this Article, decide on capital contribution to establish joint stock companies and multi-member limited liability companies; capital contribution, purchase of shares and capital contributions in enterprises without state capital in accordance with its authority based on the appraisal opinions of the provincial Department of Finance. The provincial Department of Finance shall appraise the contents prescribed in point b clause 3 of this Article.

Chapter III

MANAGEMENT OF STATE CAPITAL INVESTED IN WHOLLY STATE-OWNED ENTERPRISES

Article 18. Development strategy of wholly state-owned enterprises

1. No later than the first quarter of the first year of the five-year Socio-Economic Development Plan, the Members’ Council or President of the company shall decide to promulgate the enterprise’s development strategy for a minimum period of 5 years, including the following main contents:

a) Assessment of the enterprise’s implementation of the development strategy for the immediately preceding period;

b) Orientation objectives;

c) Main tasks;

d) Key output indicators, revenue, pre-tax profit, remittance to the state budget of the parent company and consolidated figures of the Group, Corporation, company or independent company;

dd) Investment plan (including capital source plan, total expected investment capital from the Development investment fund of the parent company or independent company);

e) Plan for restructuring of capital of the enterprise invested in joint stock companies and limited liability companies;

g) Implementation solutions;

h) Assignment of responsibilities for implementation, supervision and evaluation of implementation results;

i) Other necessary contents as decided by the enterprise.

2. Authority to assign tasks and certain basic indicators for the enterprise’s development strategy:

a) The Prime Minister shall assign tasks and certain basic indicators for the development strategy of enterprises on the list in Annex I to this Decree;

b) Owner’s representative authorities shall assign tasks and certain basic indicators for enterprises not prescribed in point a of this clause.

3. The contents of assigning tasks and certain basic indicators for the enterprise’s development strategy are as follows:

a) Objectives and orientations;

b) Key output indicators, revenue, pre-tax profit of the parent company and consolidated figures of the Group, Corporation, company or independent company;

c) Total expected investment capital from the Development investment fund of the parent company or independent company;

d) Assignment of responsibilities for implementation, supervision and evaluation of implementation results.

4. Procedures for reporting to the Prime Minister for assignment of tasks and certain basic indicators for the enterprise’s development strategy:

a) The owner’s representative authority shall review and propose tasks and certain basic indicators and solicit appraisal opinions from the sector-managing ministry prescribed in Annex II to this Decree;

b) Within 15 days from the date of receipt of the proposal from the owner’s representative authority, the sector-managing ministry shall provide appraisal opinions to the owner’s representative authority, in which it shall clearly state its view on the conformity with the strategy, planning and development plan of the sector and field under its management;

c) The owner’s representative authority shall consolidate and report to the Prime Minister for assignment of tasks and certain basic indicators for the enterprise’s development strategy.

5. The assignment of tasks and certain basic indicators for the enterprise’s development strategy shall be completed in the second quarter of the first year of the five-year Socio-Economic Development Plan.

6. The Members’ Council or President of the company shall decide to adjust the enterprise’s development strategy based on the tasks and certain basic indicators assigned by the Prime Minister or owner’s representative authority as prescribed, and report to the owner’s representative authority for management and supervision.

Article 19. Annual business plan of the enterprise

1. Annually, concurrent with the preparation of state budget estimates, the owner’s representative authority shall assign certain target indicators as the basis for the enterprise to prepare and promulgate the next year’s business plan, including: key output indicators, revenue, pre-tax profit, remittance to the state budget of the parent company and consolidated figures of the Group, Corporation, company or independent company. The assignment of target indicators shall be completed before September 30 of the indicator assignment year.

2. The assignment of target indicators shall be based on the following:

a) Macroeconomic development indicators for the year following the indicator assignment year, strategy and development indicators for the sector, trade and field of production and business, enterprise development strategy;

b) Production and business results for the year immediately preceding the indicator assignment year and production and business operation results for the first 6 months of the indicator assignment year;

c) Results of analysis, assessment and forecasting of sectoral and field development by independent research and consulting organizations (if any).

3. The enterprise’s annual business plan shall include the following main indicators:

a) Assessment of implementation results for the immediately preceding year;

b) Key output indicators, revenue, profit, remittance to the state budget of the parent company and consolidated figures of the Group, Corporation, company or independent company;

c) Investment plan (including capital source plan and capital needs from the Development investment fund);

d) Solutions for plan implementation.

4. After the owner’s representative authority assigns target indicators and assessment indicators, the Members’ Council or President of the company shall be responsible for reviewing and adjusting the contents of the enterprise’s annual business plan (if necessary) to serve as the basis for implementation, and report to the owner’s representative authority for management and supervision.

Article 20. Re-determination of charter capital of the enterprise

1. Within 1 year from the effective date of the Law on Management and Investment of State Capital in Enterprises, the Members’ Council or President of the company of wholly state-owned enterprises shall be responsible for re-determining the charter capital of the enterprise and sending it to the owner’s representative authority for approval. The re-determination of charter capital must be completed before carrying out additional capital investment as prescribed in Sections 3 and 4 of Chapter II of this Decree.

2. The re-determined charter capital level of the enterprise shall correspond to the owner’s investment capital (item code 411 on the balance sheet) as recorded in the annual financial statements at the time of the most recent financial year-end closest to the time of charter capital re-determination, after review and re-determination by the owner’s representative authority. The owner’s representative authority shall be responsible for the decision approving the re-determined charter capital level as prescribed in this Article.

3. The enterprise shall be responsible for carrying out procedures to adjust the charter capital level in the Enterprise Registration Certificate in accordance with the re-determined charter capital level approved by the owner’s representative authority.

4. Wholly state-owned enterprises that are credit institutions shall comply with the law on credit institutions.

Article 21. Capital mobilization of the enterprise

1. Capital mobilization of wholly state-owned enterprises shall be implemented in accordance with Article 19 of the Law on Management and Investment of State Capital in Enterprises.

2. Wholly state-owned enterprises may borrow foreign capital under the self-borrowing, self-repayment modality, being responsible for repaying the foreign lender in accordance with the conditions committed in the loan agreements. The conditions, procedures for consideration and approval of the enterprise’s foreign loans shall be implemented in accordance with the law on management of foreign borrowing and debt repayment by enterprises not guaranteed by the Government.

Foreign borrowing by enterprises shall be implemented in accordance with the law on foreign exchange management with respect to foreign borrowing and debt repayment by enterprises. The Members’ Council or President of the company shall approve the enterprise’s medium and long-term foreign borrowing plan within its authority as prescribed by relevant law.

For foreign loans of enterprises guaranteed by the Government, implementation shall be in accordance with the law on public debt management.

3. Wholly state-owned enterprises shall borrow for the correct purposes, bear all risks and be legally responsible during the process of mobilizing, managing and using borrowed capital and repaying debts on time. The State shall not be responsible for repayment obligations for debts directly borrowed by the enterprise.

4. Where the enterprise’s capital mobilization results in total liabilities including guarantees for guaranteed enterprises as prescribed in clause 2 Article 19 of the Law on Management and Investment of State Capital in Enterprises exceeding three times the owner’s equity of the enterprise as recorded in the enterprise’s quarterly or annual financial statements closest to the time of capital mobilization, the enterprise shall report to the owner’s representative authority after approving the capital mobilization plan for supervision as prescribed. Where:

a) Total value of guarantees shall be determined as the total outstanding guarantee obligations for each company in which the enterprise holds over 50% of charter capital.

Owner’s equity recorded on the balance sheet in the enterprise’s quarterly or annual financial statements shall be determined excluding the item “other funding sources and funds”.

b) Liabilities recorded on the balance sheet in the enterprise’s quarterly or annual financial statements shall be determined excluding the following items: “Reward and welfare fund”, “Price stabilization fund”, “Science and technology development fund”.

5. Mobilization of official development assistance loans and concessional foreign loans by wholly state-owned enterprises and companies in which the enterprise holds over 50% of charter capital shall be implemented in accordance with the law on public debt management.

6. Wholly state-owned enterprises may only provide guarantees for companies in which the enterprise holds over 50% of charter capital to borrow from credit institutions; guarantees for loan borrowing to execute investment projects must be based on an assessment of the investment project’s effectiveness and must include a commitment to repay debts on time for the guaranteed loans. Wholly state-owned enterprises shall be responsible for supervising the use of borrowed capital for the correct purposes and timely debt repayment for loans guaranteed by the enterprise.

Article 22. Lending by the enterprise

1. Lending by wholly state-owned enterprises shall be implemented in accordance with Article 19 of the Law on Management and Investment of State Capital in Enterprises.

2. Except for shareholder loans under overseas investment certificates; re-lending, debt transfer and debt transfer commitment agreements of state-owned enterprises for subsidiaries, associates and other legal entities in cases where the lending organizations or guarantors do not agree to transfer the borrowing entity, enterprises may extend loans to companies in which they hold over 50% of charter capital when the company meets the following conditions:

a) Operating in a field consistent with the development strategy of the parent company;

b) Having a viable loan utilization plan based on an assessment of the loan plan’s effectiveness;

c) Having loan security measures in accordance with civil law or other security measures where implemented in accordance with the law of the investment-receiving country when extending loans to companies in which the enterprise holds over 50% of charter capital abroad.

3. The lending enterprise must ensure:

a) The debt-to-equity ratio (including guarantees) shall be implemented in accordance with Article 19 of the Law on Management and Investment of State Capital in Enterprises and Article 21 of this Decree;

b) Financial resources to perform tasks assigned by the state ownership representative and fulfill obligations to the state budget as prescribed by law.

4. Responsibilities of the Members’ Council and President of the company:

a) Decide on lending to companies in which the enterprise holds over 50% of charter capital in strict compliance with this Decree and relevant law; within the correct authority; be responsible for full and timely recovery of loans extended;

b) Promulgate internal regulations on lending;

c) Organize inspection and supervision of the financial situation, use of borrowed capital and debt repayment of companies in which the enterprise holds over 50% of charter capital;

d) Have measures to prevent and handle non-performing loans (NPL) that arise.

Article 23. Capital preservation and growth of the enterprise

1. Owner’s representative authorities, Members’ Councils and Presidents of companies shall be responsible for capital preservation and growth of enterprises within their tasks and powers.

2. Capital preservation of state capital in enterprises shall be carried out by the following measures:

a) Comply with the principles of management and investment of state capital in enterprises as prescribed in Article 5 of the Law on Management and Investment of State Capital in Enterprises;

b) Correctly implement the regime for management and use of capital and assets, profit distribution, other financial management regimes and the accounting regime as prescribed by law;

c) Purchase asset insurance as prescribed by law;

d) Timely handle the value of asset losses, irrecoverable receivables and make provisions for risks as prescribed by law;

dd) Other measures as prescribed by law;

3. Annually, enterprises must assess the level of capital preservation of the enterprise; the assessment method is as follows:

a) After making provisions as prescribed, if the enterprise’s business results as recorded in the annual financial statements show no losses or show a profit, the enterprise is determined to have preserved capital;

b) Where after making provisions as prescribed, the enterprise’s business results as recorded in the annual financial statements show losses (including cases of still having accumulated losses), the enterprise is determined not to have preserved capital.

Article 24. Investment activities of the enterprise

Investment activities of enterprises shall be implemented in accordance with Article 20 of the Law on Management and Investment of State Capital in Enterprises and the following provisions:

1. Investment decision-making authority shall be implemented in accordance with clause 2 Article 20 of the Law on Management and Investment of State Capital in Enterprises, in which a number of specific cases are prescribed as follows:

a) For investment projects in oil and gas activities, the authority to decide on investment guidelines and investment decisions shall be implemented in accordance with the law on oil and gas;

b) For urgent electricity investment projects and works subject to investment approval as prescribed by the law on investment but not required to carry out procedures for investment approval in accordance with the Law on Electricity, the Members’ Council or President of the company shall decide on project investment after the competent authority decides to approve the list of urgent electricity source and grid projects and programs and assigns the enterprise as the investor;

2. Investment decision-making authority prescribed in clause 3 Article 20 of the Law on Management and Investment of State Capital in Enterprises shall be exercised as follows:

a) The Members’ Council or President of the company shall decide on investment for each investment project or investment amount with investment capital not exceeding 50% of owner’s equity, or not exceeding 50% of the owner’s investment capital where owner’s equity is lower than the owner’s investment capital, but not exceeding VND 15,000 billion for enterprises as prescribed in Annex I to this Decree or not exceeding VND 5,000 billion for other enterprises.

Owner’s equity and owner’s investment capital prescribed in this point shall be determined in accordance with the enterprise’s separate quarterly or annual financial statements closest to the time of the investment decision;

b) Where an investment project or investment amount has a value exceeding the above level, the Members’ Council or President of the company shall decide on investment after reporting to the owner’s representative authority for consideration and written approval of the objectives, investment capital level and implementation timeline.

Article 25. Purchase, hire purchase and sale of fixed assets

1. Wholly state-owned enterprises may proactively sell damaged, technically obsolete, unused, unusable or inefficiently used fixed assets (including cases not consistent with the enterprise’s development strategy) to recover capital on the principle of publicity and transparency.

2. Authority to decide on purchase, hire purchase and sale of fixed assets:

a) The Members’ Council or President of the company shall decide on purchase, hire purchase and sale of fixed assets with asset value not exceeding 50% of owner’s equity, or not exceeding 50% of the owner’s investment capital where owner’s equity is lower than the owner’s investment capital, but not exceeding VND 15,000 billion for enterprises as prescribed in Annex I to this Decree or not exceeding VND 5,000 billion for other enterprises. Asset value shall be determined at purchase or hire purchase price for purchase or hire purchase of fixed assets, or at the remaining book value for sale of fixed assets.

Plans for purchase, hire purchase and sale of fixed assets with value exceeding the above level shall require the Members’ Council or President of the company to report to the owner’s representative authority for approval prior to deciding.

b) For enterprises directly serving national defense and security, when selling assets directly serving these tasks, written approval from the owner’s representative authority is required.

3. Method for selling fixed assets:

The sale of fixed assets shall be conducted by auction through a professional asset auction organization or the enterprise organizing the auction itself, ensuring publicity in accordance with the correct procedures prescribed by the law on asset auction.

Where the fixed assets for sale have a remaining book value of under VND 1 (one) billion or where auction has been conducted but was unsuccessful, the Members’ Council or President of the company shall decide to choose the auction method or another method, but not below the market transaction price. Where there are no market transactions for the fixed assets, the enterprise shall engage a valuation firm to determine the price as the basis for selling the assets by the above methods.

4. Where fixed assets on land are sold together with land use rights, or where land use rights are transferred, the enterprise must carry out valuation of fixed assets associated with land use rights and land use rights to determine the starting price, in compliance with the law on pricing and valuation and other relevant law.

The determination of the value created by annual rent-based land use rights in the starting price shall be implemented in accordance with the regulations on transfer of state capital invested in joint stock companies and multi-member limited liability companies as prescribed by the Government on restructuring of state capital in enterprises.

5. For the sale of fixed assets in certain special sectors, in addition to complying with this Decree, the relevant specialized law must also be followed.

Article 26. Transfer of investment capital of the enterprise in joint stock companies and multi-member limited liability companies

The transfer of investment capital of enterprises shall be implemented in accordance with Article 21 of the Law on Management and Investment of State Capital in Enterprises, the regulations promulgated by enterprises as prescribed in clause 1 Article 34, and the following provisions:

1. The transfer of investment capital of the enterprise must be consistent with the development strategy and ensure the performance of tasks assigned by the state ownership representative. The Members’ Council or President of the company shall approve and promulgate the list of investment capital of the enterprise to be transferred as the basis for implementation.

2. Authority to decide on transfer of investment capital of the enterprise:

a) The Members’ Council or President of the company shall decide on transfer of investment capital of the enterprise with value not exceeding 50% of owner’s equity, or not exceeding 50% of the owner’s investment capital where owner’s equity is lower than the owner’s investment capital, but not exceeding VND 15,000 billion for enterprises as prescribed in Annex I to this Decree or not exceeding VND 5,000 billion for other enterprises.

Where the value exceeds this level, the Members’ Council or President of the company shall report to the owner’s representative authority for approval prior to deciding on transfer.

Owner’s equity and owner’s investment capital shall be determined based on the enterprise’s separate quarterly or annual financial statements closest to the time of the transfer decision. The value of investment capital shall be determined as the higher of the book value of the investment and the expected transfer proceeds as prescribed in clause 4 of this Article.

b) The Members’ Council or President of the company shall delegate authority to the General Director or Director to decide on transfer of investment capital of the enterprise as prescribed in the enterprise’s charter or financial regulations.

3. For cases of capital transfer requiring a report to the owner’s representative authority for approval prior to deciding on transfer, the Members’ Council or President of the company shall prepare a capital transfer plan for reporting to the owner’s representative authority. The capital transfer plan shall include the following main contents:

a) Legal basis and purpose of capital transfer;

b) Assessment of the capital investment situation, benefits obtained and impact of the transfer of investment capital by the wholly state-owned enterprise invested in another enterprise;

c) Financial situation and business results of the enterprise with capital contributions from the wholly state-owned enterprise, and market demand for investment in the enterprise with capital to be transferred. Expected value to be obtained from capital transfer;

d) Method of capital transfer (where lot auction is used, specific grounds for applying lot auction as prescribed must be reported);

dd) Expected timeline for completing the capital transfer.

4. When preparing the capital transfer plan, where the expected transfer proceeds calculated based on the actual value of the capital contribution, or the stock transaction price of the joint stock company on the market, or the price determined by the valuation firm as prescribed by the law on valuation, are still lower than the book value of the investment recorded in the enterprise’s accounting books after offsetting the loss provision set aside for this investment, the Members’ Council or President of the company shall decide on the capital transfer plan; the consideration and handling of responsibilities of relevant organizations and individuals in managing investment capital (if any) where the provision set aside is less than the difference between the expected transfer proceeds and the book value of the investment shall be implemented in accordance with the enterprise’s internal regulations, charter and relevant law. The actual value of the capital contribution shall be determined based on the owner’s equity recorded in the accounting books of the enterprise receiving the capital contribution and the capital contribution ratio of the wholly state-owned enterprise in that enterprise.

5. For the transfer of domestic investment capital of the enterprise:

a) Ensure compliance with the principles prescribed in clause 1 Article 21 of the Law on Management and Investment of State Capital in Enterprises.

b) The determination of the starting price and transfer method shall be implemented in accordance with the regulations on transfer of state capital invested in joint stock companies and multi-member limited liability companies as prescribed by the Government on restructuring of state capital invested in enterprises.

6. Transfer of pre-emptive rights to purchase shares and capital contribution rights of the enterprise:

a) Based on the list of investment capital of the enterprise to be transferred, the Members’ Council or President of the company shall direct the enterprise capital representative to prepare a capital transfer plan as prescribed in this Decree and vote at the General Meeting of Shareholders (for joint stock companies) or Members’ Conference (for multi-member limited liability companies) against issuance of shares to increase charter capital or increase capital contributions of members that would result in a reduction of the enterprise’s capital contribution ratio in joint stock companies or multi-member limited liability companies.

Where the enterprise capital representative has voted at the General Meeting of Shareholders (for joint stock companies) or Members’ Conference (for multi-member limited liability companies) against issuance of shares to increase charter capital or increase capital contributions of members that would result in a reduction of the enterprise’s capital contribution ratio in joint stock companies or multi-member limited liability companies, but this was not approved by the General Meeting of Shareholders of the joint stock company or the Members’ Council of the multi-member limited liability company, then the Members’ Council or President of the company shall consider and decide on the transfer of pre-emptive rights to purchase shares (for joint stock companies) and capital contribution rights (for multi-member limited liability companies) of the enterprise (if any) to other organizations and individuals.

The principle for transfer of pre-emptive rights to purchase shares shall be by public auction. Where the time allowed for shareholders to exercise their pre-emptive rights under the issuer’s issuance plan is insufficient to organize a public auction, the Members’ Council or President of the company shall consider and decide on the transfer price of pre-emptive rights to purchase shares by direct negotiation, ensuring the principle of market price and effectiveness. The enterprise capital representative, based on the issuance plan and issuance scale of the issuer, shall report to the Members’ Council or President of the company to decide on the method of transferring pre-emptive rights to purchase shares by public auction or negotiation. The transfer of capital contribution rights shall be implemented in accordance with the method of transfer of capital of wholly state-owned enterprises in multi-member limited liability companies as prescribed by the Government on restructuring of state capital in enterprises.

b) The person authorized to decide on transfer of pre-emptive rights to purchase shares and capital contribution rights shall not decide to transfer to receiving enterprises in which the spouse, biological father, adoptive father, biological mother, adoptive mother, biological child, daughter-in-law, son-in-law, adopted child, biological brother, biological sister, biological sibling, brother-in-law, sister-in-law is an enterprise manager, and shall not decide to transfer to individuals with such relationships.

7. The transfer of investment capital of enterprises abroad and the transfer method shall be implemented on the principle of applying the law of the investment-receiving country or territory; where the law of the investment-receiving country or territory does not have provisions, international practice shall apply; ensuring that the value obtained is not lower than the actual value of the capital contribution determined based on the owner’s equity recorded in the accounting books of the enterprise receiving the capital contribution and the capital contribution ratio of the wholly state-owned enterprise in that enterprise. The authority to decide on the transfer shall be implemented in accordance with clause 2 of this Article.

Article 27. Transfer of investment capital of the enterprise in Business Cooperation Contracts (BCC)

1. The parties to a Business Cooperation Contract (BCC) upon termination of the concluded BCC must carry out contract finalization in accordance with the law. Enterprises assigned additional capital and assets to participate in BCC capital contributions must record an increase in state capital invested in the enterprise; when the enterprise contributes capital to participate in a BCC using the value of land use rights (including leased and allocated land use rights) but carries out capital transfer to discontinue participation in the BCC, the handling of land must comply with the law on land, investment and other relevant law.

2. When transferring investment capital in a BCC (including cases where the enterprise is assigned as the investor of a BCC project and performs accounting for BCC transactions), the enterprise may apply the principles and regulations on capital transfer prescribed in Article 21 of the Law on Management and Investment of State Capital in Enterprises; the determination of the starting price for transfer shall be implemented in accordance with point b clause 5 Article 26 of this Decree. The authority to decide on transfer of investment capital of enterprises in BCCs shall be implemented in accordance with clause 2 Article 26 of this Decree.

3. Based on the specific contents of the BCC, where a wholly state-owned enterprise is permitted to transfer capital, the competent authority shall decide on capital transfer by the following methods:

a) Where transfer of capital is only permitted to members participating in the BCC, the method for transfer of capital of wholly state-owned enterprises in multi-member limited liability companies prescribed in clause 5 Article 26 of this Decree shall apply.

b) Where there are no restrictions on transferring capital to BCC participating members, the method for transfer of investment capital of wholly state-owned enterprises in unlisted or unregistered joint stock companies prescribed in clause 5 Article 26 of this Decree shall apply.

Article 28. Transfer of investment projects

1. The authority to approve transfer shall be implemented in accordance with clause 2 Article 26 of this Decree.

2. The transfer of domestic investment projects and the determination of the transfer price must ensure compliance with the principles prescribed in clauses 1 and 4 Article 21 of the Law on Management and Investment of State Capital in Enterprises. The enterprise shall choose to enter into a contract engaging a valuation firm to determine the project transfer price, ensuring full determination of the value created by land use rights in accordance with the law on pricing and valuation and relevant law. The determination of the value created by annual rent-based land use rights shall be implemented in accordance with clause 4 Article 25 of this Decree.

3. Dossier for reporting to the owner’s representative authority when exceeding authority for domestic investment projects:

a) Project transfer plan, clearly stating the necessity and effectiveness compared to the plan to continue investment, transfer method and expected transfer price;

b) Legal documents of the project (investment guidelines decision, investment certificate, land use rights certificate) and documents proving the project meets the conditions for transfer as prescribed by law;

c) Valuation results;

d) Independent audit report on the investment project (if any);

dd) Other related documents and records.

4. The transfer method shall be implemented in accordance with relevant law. Where relevant law does not have provisions on transfer methods, the transfer shall be conducted by public auction or another method as decided and accepted by the Members’ Council or President of the company, ensuring market principles, publicity and transparency, compliance with clause 4 Article 5 of the Law on Management and Investment of State Capital in Enterprises, this Article and clause 5 Article 34 of this Decree; the transfer price shall be close to the market price and not lower than the price determined by the valuation firm as prescribed in clause 2 of this Article.

5. The transfer of investment projects abroad and the transfer method shall be implemented on the principle of applying the law of the investment-receiving country or territory; where the law of the investment-receiving country or territory does not have provisions, international practice shall apply; ensuring that the value obtained is not lower than the project value based on valuation results. The authority to decide on the transfer shall be implemented in accordance with clause 1 of this Article. Where authority is exceeded, the dossier for reporting to the owner’s representative authority shall include: the project transfer plan, clearly stating the necessity and effectiveness compared to the plan to continue investment, transfer method and expected transfer price; and other related documents and records.

Article 29. Distribution of after-tax profit

1. Costs handled from after-tax profit as prescribed in points b and c clause 1 Article 25 of the Law on Management and Investment of State Capital in Enterprises are costs not deductible when determining taxable income as prescribed by the law on corporate income tax, and are implemented in accordance with the Government’s regulations on operating mechanisms and financial management mechanisms for enterprises in a number of special fields, or when performing political, external relations, national defense, security tasks, or tasks assigned in urgent or necessary situations pursuant to a decision of the competent authority.

2. The distribution of after-tax profit as prescribed in clause 2 Article 25 of the Law on Management and Investment of State Capital in Enterprises shall be carried out in the following order:

a) Appropriate to the Development investment fund for use in expanding the enterprise’s production and business activities and supplementing the enterprise’s charter capital, on the following principles:

a1) Where the need to use the Development investment fund as determined in the development strategy or the next year’s business plan already promulgated is greater than or equal to 50% of after-tax profit, the enterprise shall appropriate 50% of after-tax profit to the Development investment fund.

a2) Where the need to use the Development investment fund as determined in the development strategy or the next year’s business plan already promulgated is less than 50% of after-tax profit, the enterprise shall appropriate according to the need to use the Development investment fund.

b) Appropriate to the reward and welfare fund for use in rewarding and welfare activities for employees, direct owner’s representatives, controllers, the General Director and other management titles as stipulated in the company charter, on the following principles:

b1) Class A enterprises may appropriate not more than 3 months’ actual salary to the two reward and welfare funds; class B enterprises may appropriate not more than 2 months’ actual salary to the two reward and welfare funds; class C enterprises may appropriate not more than 1 month’s actual salary to the two reward and welfare funds. The classification of enterprises as A, B or C as the basis for appropriation to the reward and welfare funds shall be implemented in accordance with the Government’s regulations on supervision of state capital investment in enterprises; financial supervision, performance evaluation and disclosure of financial information of enterprises with state capital.

Enterprises that do not undergo classification shall not be permitted to appropriate to the two reward and welfare funds.

b2) The monthly actual salary serving as the basis for appropriation to the reward and welfare funds shall be determined based on the total actual salary fund of the enterprise for the assessment year divided by 12 months.

b3) The use of the reward and welfare fund must be for the correct entities and purposes as prescribed in clauses 3 and 4 of this Article.

b4) Where the remaining profit after appropriation to the Development investment fund as prescribed in point a of this clause is insufficient to appropriate to the reward and welfare funds at the prescribed level, the enterprise may reduce the profit appropriated to the Development investment fund to supplement the source for appropriating fully to the reward and welfare funds, but the maximum reduction shall not exceed the amount appropriated to the Development investment fund in the financial year.

c) Appropriate to other funds as prescribed by relevant law.

d) The enterprise shall remit the remaining profit to the state budget, except for cases of using it to supplement charter capital and invest in projects as prescribed in clause 5 of this Article.

3. The reward fund shall be used for:

a) Year-end bonuses, regular bonuses, spot bonuses, bonuses as prescribed by the law on emulation and commendation for employees in the enterprise, including enterprise managers and controllers working under labor contracts and enterprise managers and controllers appointed by the State.

b) Bonuses for individuals and units outside the enterprise that have made significant contributions to the enterprise’s business operations and management.

c) The bonus level decided by the General Director or Director of the enterprise shall be prescribed in the Enterprise’s Fund Management and Use Regulations.

4. The welfare fund shall be used for:

a) Investment in construction or repair of the enterprise’s welfare works.

b) Expenditures for welfare activities for employees in the enterprise, including enterprise managers and controllers working under labor contracts and enterprise managers and controllers appointed by the State.

c) Contribution of a portion of capital for joint construction of common welfare works in the sector or with other units under contract.

d) Use of a portion of the welfare fund for emergency hardship allowances for employees including those who have retired, become incapacitated, are in difficult circumstances or have no one to rely on, or for charitable and social activities.

dd) The expenditure level from the fund shall be decided by the General Director or Director of the enterprise and prescribed in the Enterprise’s Fund Management and Use Regulations.

5. Enterprises may use the remaining profit as prescribed in Article 25 of the Law on Management and Investment of State Capital in Enterprises to invest in projects and supplement charter capital. The authority, procedures for capital investment for additional contribution to charter capital of the enterprise shall be implemented in accordance with Articles 10 and 11 of this Decree.

6. The distribution of after-tax profit of credit institutions shall be implemented in accordance with the law on credit institutions.

Article 30. Restructuring of capital of enterprises invested in joint stock companies and limited liability companies

Restructuring of capital of enterprises invested in joint stock companies and limited liability companies must be consistent with the development strategy and ensure the performance of tasks assigned by the state ownership representative. The Members’ Council or President of the company shall approve and promulgate the restructuring list as the basis for implementation. Restructuring of capital of enterprises invested in joint stock companies and limited liability companies shall be implemented in accordance with clause 3 Article 23 of the Law on Management and Investment of State Capital in Enterprises and the following provisions:

1. Conversion of enterprise type from single-member limited liability company to joint stock company shall be implemented in accordance with the Government’s regulations on restructuring of state capital in enterprises.

Conversion of enterprise type from single-member limited liability company to multi-member limited liability company shall apply the regulations on conversion of wholly state-owned enterprises to multi-member limited liability companies as prescribed by the Government on restructuring of state capital in enterprises.

2. Merger, consolidation, division, separation and dissolution of enterprises shall be implemented in accordance with the law on enterprises, securities law and other relevant law.

3. Transfer of capital and assets of wholly state-owned enterprises invested in joint stock companies and limited liability companies to owner’s representative authorities shall be implemented in accordance with the Government’s regulations on restructuring of state capital in enterprises.

Chapter IV

MANAGEMENT OF STATE CAPITAL INVESTED IN ENTERPRISES WITH STATE OWNERSHIP OF OVER 50% TO UNDER 100% OF CHARTER CAPITAL

Article 31. Management of state capital in enterprises with state ownership of over 50% to under 100% of charter capital

1. Owner’s representative authorities shall manage state capital invested in joint stock companies and multi-member limited liability companies through state capital representatives in accordance with the provisions of Article 27 of the Law on Management and Investment of State Capital in Enterprises.

2. Owner’s representative authorities shall direct state capital representatives to provide opinions on the indicators of total revenue, after-tax profit, return on equity (ROE) or return on assets (ROA) of the parent company or independent company for the enterprise to prepare and approve the annual business plan as prescribed by enterprise law, and as the basis for evaluating the enterprise’s performance. Owner’s representative authorities shall base their directions on the contents prescribed in clause 3 Article 50 of the Law on Management and Investment of State Capital in Enterprises and the reports and proposals of state capital representatives.

3. Owner’s representative authorities shall direct state capital representatives when voting at the General Meeting of Shareholders, Board of Directors meeting, and Members’ Council meeting as follows:

a) Decide on investment activities, transfer of investment projects and transfer of investment capital of the enterprise in joint stock companies and multi-member limited liability companies where the value exceeds 50% of owner’s equity, or exceeds 50% of the owner’s investment capital where owner’s equity is lower than the owner’s investment capital. Owner’s equity and owner’s investment capital prescribed in this point shall be determined in accordance with the enterprise’s separate quarterly or annual financial statements closest to the time of the investment decision.

The value of transfer of investment projects and transfer of investment capital of enterprises in joint stock companies and multi-member limited liability companies shall be determined as the higher of the book value of the investment and the expected transfer proceeds.

b) Decide on distribution of after-tax profit in accordance with the principles prescribed in Article 29 of this Decree, in which:

b1) Regarding appropriation to the reward and welfare funds: appropriate not more than 3 months’ actual salary to the two reward and welfare funds if actual after-tax profit is not lower than the plan; appropriate not more than 3 months’ actual salary multiplied by the ratio of actual after-tax profit to planned profit, if actual after-tax profit is lower than the plan.

Monthly actual salary serving as the basis for appropriation to the reward and welfare funds shall be at the actual salary level of the enterprise for the assessment year.

b2) The specific annual appropriation level to the Development investment fund shall be determined based on the enterprise’s capital needs for investment development as stated in the enterprise’s approved annual business plan.

c) Development orientations of the company as prescribed in point a clause 2 Article 27 of the Law on Management and Investment of State Capital in Enterprises, including the contents prescribed in clause 1 Article 18 of this Decree.

4. The profit and dividend distributed in cash corresponding to the ratio of shares and capital contributions held by the state in the enterprise shall be remitted to the state budget. The enterprise may distribute dividends in shares and use the after-tax profit distributed corresponding to the ratio of capital held by the state in the enterprise in cases requiring additional capital to invest in projects.

Distribution of dividends in shares and use of after-tax profit distributed corresponding to the ratio of capital held by the state in the enterprise to supplement state capital in the enterprise shall be carried out after the Prime Minister approves the policy based on a proposal from the owner’s representative authority as prescribed in Section 4 Chapter II of this Decree.

5. The distribution of after-tax profit of credit institutions shall be implemented in accordance with the law on credit institutions.

6. Owner’s representative authorities shall base their directions on the provisions in Articles 21, 22, 24, clauses 2, 3 and 4 Article 25, and clauses 1, 3, 4, 5, 6 and 7 Article 26 of this Decree to direct state capital representatives to provide opinions on promulgating, amending the company charter and financial regulations in accordance with enterprise law.

7. Transfer of investment projects and investment capital of enterprises with state ownership of over 50% to under 100% of charter capital shall be implemented in accordance with point dd clause 2 and clause 7 Article 27 of the Law on Management and Investment of State Capital in Enterprises, Articles 26 and 27, and clauses 2, 3, 4 and 5 Article 28 and the regulations promulgated as prescribed in point d clause 2 Article 33 of this Decree.

Chapter V

ASSIGNMENT AND DELEGATION OF RIGHTS AND RESPONSIBILITIES OF STATE OWNERSHIP REPRESENTATIVES IN INVESTMENT OF STATE CAPITAL IN ENTERPRISES AND MANAGEMENT OF STATE CAPITAL IN ENTERPRISES

Article 32. Rights and responsibilities of the Prime Minister

Exercise the rights and responsibilities of state ownership representatives in investment of state capital in enterprises and management of state capital in enterprises on the following matters:

1. Decide on state capital investment guidelines and decide on state capital investment within the authority prescribed in this Decree; decide on the policy for reduction of charter capital as prescribed by enterprise law for enterprises on the list in Annex I to this Decree.

2. Assign tasks and certain basic indicators in the development strategy for enterprises on the list in Annex I to this Decree.

3. Provide approval opinions on the scope of state capital investment in enterprises within the authority prescribed in point i clause 1, clause 2, point b clause 7 Article 6; point d clause 1 Article 9; clauses 1 and 2 Article 15 of this Decree based on proposals from owner’s representative authorities.

4. Provide approval opinions on the charter contents for enterprises on the list in Annex I to this Decree based on proposals from owner’s representative authorities.

5. Exercise other rights and responsibilities as prescribed in this Decree.

Article 33. Rights and responsibilities of owner’s representative authorities

Exercise the rights and responsibilities of state ownership representatives in investment of state capital in enterprises and management of state capital in enterprises on the following matters:

1. For wholly state-owned enterprises:

a) Decide or submit to the Prime Minister for a decision on state capital investment guidelines for enterprises within the authority prescribed in this Decree; decide on the policy for reduction of charter capital as prescribed by enterprise law for enterprises under their management, except for enterprises on the list in Annex I to this Decree;

b) Assign tasks and certain basic indicators in the development strategy and assign target indicators to enterprises under their management, except for enterprises on the list in Annex I to this Decree;

c) Report to the Prime Minister for approval opinions on the scope of state capital investment in enterprises within the authority prescribed in point i clause 1, clause 2, point b clause 7 Article 6; point d clause 1 Article 9; clauses 1 and 2 Article 15 of this Decree. The written proposal of the owner’s representative authority must clearly state the necessity of state capital investment in the enterprise and the conformity with the guidelines and orientations of the Party and the State on strategic breakthroughs or objectives, strategies and socio-economic development plans for each period;

d) Report to the Prime Minister for approval opinions on the charter contents for enterprises on the list in Annex I to this Decree;

dd) Provide approval opinions on the charter contents for enterprises under their management based on proposals from the Members’ Council or President of the company, except for enterprises on the list in Annex I to this Decree;

e) Provide approval opinions on the plan for distribution of after-tax profit of the enterprise annually as prescribed in Article 25 of the Law on Management and Investment of State Capital in Enterprises and this Decree; the Development investment fund appropriation ratio consistent with the enterprise’s needs and scale of operations as prescribed in Articles 18, 19 and 29 of this Decree;

g) Promulgate the operating regulations for controllers based on the law on management and investment of state capital in enterprises, enterprise law and relevant law, in which the specific responsibilities of controllers to provide independent opinions on the development strategy, annual business plan, profit distribution and other matters on management and use of the enterprise’s capital are prescribed, ensuring transparency and effective use of capital and assets, avoiding dispersal and waste of resources, and being consistent with the scale and operational situation of the enterprise.

2. For enterprises with state ownership of over 50% to under 100% of charter capital:

a) Decide on state capital investment or submit to the Prime Minister for a decision on state capital investment guidelines for enterprises within the authority prescribed in this Decree;

b) Provide opinions for state capital representatives to vote at the General Meeting of Shareholders, Members’ Council meeting and Board of Directors meeting on the contents prescribed in clause 2 Article 27 of the Law on Management and Investment of State Capital in Enterprises and clause 3 Article 31 of this Decree;

c) Direct state capital representatives to provide opinions on the contents prescribed in clause 3 Article 27 of the Law on Management and Investment of State Capital in Enterprises and clause 6 Article 31 of this Decree;

d) Promulgate the operating regulations for state capital representatives, ensuring publicity, transparency and no group interests, and not obstructing the enterprise’s operations;

dd) Direct state capital representatives to provide opinions for building the enterprise’s annual business plan as prescribed in clause 4 Article 27 of the Law on Management and Investment of State Capital in Enterprises and clause 2 Article 31 of this Decree.

3. Provide opinions on receipt of public assets counted as state capital components invested in enterprises based on the provisions of Articles 9 and 12 of this Decree and relevant provisions of the law on management and use of public assets, ensuring no adverse impact on the enterprise’s production and business operation results.

4. Exercise other rights and responsibilities as prescribed by enterprise law, Government regulations, the company charter and relevant law.

5. Request ministries, sectors and localities to provide information on planning, orientations, strategies, objectives and development plans for sectors, fields and local areas to serve the assignment of tasks and certain basic indicators for the development strategy, assignment of target indicators and assignment of basic indicators for enterprise evaluation.

6. Owner’s representative authorities shall be responsible before the Government and the Prime Minister for the contents within their assigned rights and responsibilities in the management and investment of state capital in enterprises as prescribed by the Law on Management and Investment of State Capital in Enterprises.

Article 34. Rights and responsibilities of the Members’ Council or President of the company

1. Promulgate the charter after obtaining approval opinions on charter contents from the state ownership representative; promulgate financial regulations, receivables and payables management regulations, fixed asset management and use regulations, internal regulations, salary and bonus regulations of the enterprise, and fund management and use regulations for application within the enterprise, in which:

a) The charter shall clearly prescribe the contents requiring approval opinions from the state ownership representative when amended;

b) The salary and bonus regulations of the enterprise and fund management and use regulations must ensure democracy and transparency, with the participation of the grassroots-level employee representative organization, and public disclosure of information as prescribed by the law on grassroots democracy before implementation. The use of funds must be for proper purposes and to eligible entities. During the financial year, the enterprise shall proactively temporarily appropriate to the funds based on the enterprise’s profitable production and business operation results and corporate income tax payments as prescribed, to have a source for fund expenditures for the prescribed purposes.

c) The fixed asset management and use regulations must clearly prescribe the rights and responsibilities of collectives and individuals in investment, purchase, hire purchase, management and use of fixed assets; procedures for purchase, hire purchase and sale of fixed assets.

d) The receivables and payables management regulations must clearly prescribe the responsibilities of the Members’ Council or President of the company, relevant collectives and individuals in managing, monitoring and recovering receivables, monitoring, reconciling, confirming and paying payables, and the mechanism for handling responsibility in cases where debt management and debt sale result in the enterprise incurring losses, losing capital, becoming insolvent, being dissolved or going bankrupt, or generating overdue payables or unresolvable payables.

2. Promulgate and adjust the enterprise’s development strategy and annual business plan.

3. Decide on state capital investment within its authority; report to the owner’s representative authority for an investment decision or for submission to the competent authority for a decision on state capital investment guidelines in enterprises; decide on reduction of charter capital based on approval of the policy by the state ownership representative as prescribed in this Decree and carry out remittance of the returned capital contribution to the state budget in cases of partial return of capital contributions to the company owner as prescribed by enterprise law.

4. Decide on the capital mobilization plan and the lending plan for companies in which the enterprise holds over 50% of charter capital within its authority.

5. Decide on investment activities, transfer of investment capital of the enterprise, transfer of investment projects, hire purchase, purchase and sale of fixed assets of the enterprise within its authority, ensuring publicity, transparency, economy and effectiveness, and no group interests; decide on establishment of subsidiaries being single-member limited liability companies.

6. Propose the plan for distribution of after-tax profit as prescribed in Article 25 of the Law on Management and Investment of State Capital in Enterprises and this Decree, ensuring consistency with the enterprise’s needs and scale of operations; decide on distribution of after-tax profit of the enterprise after obtaining approval opinions from the owner’s representative authority. Where remaining profit is used to invest in projects and supplement charter capital, implementation shall be in accordance with clause 5 Article 29 of this Decree.

7. Provide opinions for enterprise capital representatives to vote and decide at the General Meeting of Shareholders, meetings of the Members’ Council and Board of Directors as prescribed by enterprise law, securities law, the company charter and operating regulations for enterprise capital representatives, including the following contents:

a) Multi-member limited liability companies with capital from wholly state-owned enterprises implementing charter capital increases from the enterprise’s after-tax profit;

b) The enterprise not exercising pre-emptive rights to purchase shares or capital contributions when joint stock companies or multi-member limited liability companies with the enterprise’s capital implement charter capital increase plans;

c) Joint stock companies with capital from wholly state-owned enterprises conducting share offerings;

d) Joint stock companies with capital from wholly state-owned enterprises distributing stock dividends or increasing charter capital from share premium.

8. Decide on salaries, remuneration, bonuses and other benefits for members of the Members’ Council, the General Director or Director, other titles appointed by the Members’ Council, and employees.

9. Manage companies in which the enterprise holds 100% of charter capital and the enterprise’s capital contributions in joint stock companies and multi-member limited liability companies as prescribed in Article 23 of the Law on Management and Investment of State Capital in Enterprises; decide on restructuring of capital of enterprises invested in joint stock companies and limited liability companies as prescribed in Article 30 of this Decree.

10. Approve the enterprise’s annual financial statements.

11. Promulgate regulations on operations and management and use of capital and assets of the enterprise abroad, consistent with the law on management and investment of state capital in enterprises, the law of the investment-receiving country or territory, ensuring strict management and prevention of losses.

12. Promulgate operating regulations for enterprise capital representatives, ensuring publicity, transparency and no group interests.

13. The Members’ Council or President of the company shall manage and operate the enterprise in compliance with law and decisions of the owner’s representative authority.

14. The Members’ Council or President of the company shall be responsible before the Prime Minister and owner’s representative authority for the management, preservation and growth of the enterprise’s capital and the following responsibilities:

a) Promptly report to the owner’s representative authority when the enterprise operates at a loss, is unable to ensure solvency, fails to fulfill assigned tasks, or in other cases of violations;

b) Report periodically on an annual basis on the implementation progress of projects under investment abroad; report on investment effectiveness for projects in operation abroad; promptly report and propose solutions to the owner’s representative authority in cases of issues arising that seriously affect the enterprise’s outward investment activities;

c) Direct the enterprise to fully fulfill its reporting responsibilities to the owner’s representative authority on matters delegated for decision-making as prescribed in this Decree, consistent with clause 1 Article 54 of the Law on Management and Investment of State Capital in Enterprises; be subject to supervision by the state ownership representative as prescribed by the law on supervision, inspection, evaluation, classification, reporting and information disclosure in the management and investment of state capital in enterprises and relevant law;

d) Manage and use the Development investment fund as prescribed by the Law on Management and Investment of State Capital in Enterprises and this Decree.

15. Members of the Members’ Council and the President of the company shall not continue to act as direct owner’s representatives when they no longer meet the standards prescribed by law, or fail to properly perform their assigned tasks and powers, or are assessed as not having completed their tasks, or in cases where there are abnormal indications in the enterprise’s operations posing a risk of affecting the legitimate interests of the enterprise.

16. Members of the Members’ Council and the President of the company shall be legally responsible for violations causing losses of capital and assets of the enterprise.

17. The Members’ Council, the President and members of the Members’ Council or President of the company shall exercise other rights and responsibilities as prescribed by the Law on Enterprises, Government regulations, the company charter and relevant law.

Chapter VI

IMPLEMENTATION

Article 35. Entry into force

1. This Decree comes into force as of January 1, 2026.

2. This Decree annuls the following Decrees in their entirety:

a) Decree No. 206/2013/ND-CP dated December 9, 2013 of the Government on management of debts of wholly state-owned enterprises;

b) Decree No. 91/2015/ND-CP dated October 13, 2015 of the Government on investment of state capital in enterprises and management and use of capital and assets in enterprises;

c) Decree No. 32/2018/ND-CP dated March 8, 2018 of the Government on amendments to a number of articles of Decree No. 91/2015/ND-CP dated October 13, 2015 of the Government on investment of state capital in enterprises and management and use of capital and assets in enterprises;

d) Decree No. 121/2020/ND-CP dated October 9, 2020 of the Government on amendments to clause 2 Article 12 of Decree No. 91/2015/ND-CP dated October 13, 2015 of the Government on investment of state capital in enterprises and management and use of capital and assets in enterprises, amended by clause 5 Article 1 of Decree No. 32/2018/ND-CP dated March 8, 2018 of the Government on amendments to a number of articles of Decree No. 91/2015/ND-CP;

dd) Decree No. 167/2024/ND-CP dated December 26, 2024 of the Government on amendments to a number of articles of Decree No. 91/2015/ND-CP, amended by Decree No. 32/2018/ND-CP and Decree No. 140/2020/ND-CP.

3. This Decree provides for partial annulment of the following Decrees:

a) Article 2 of Decree No. 140/2020/ND-CP dated November 30, 2020 of the Government on amendments to a number of articles of Decree No. 126/2017/ND-CP dated November 16, 2017 of the Government on conversion of enterprises with 100% invested charter capital into joint stock companies; Decree No. 91/2015/ND-CP dated October 13, 2015 of the Government on investment of state capital in enterprises and management and use of capital and assets in enterprises, amended by clause 5 Article 1 of Decree No. 32/2018/ND-CP dated March 8, 2018 of the Government on amendments to a number of articles of Decree No. 91/2015/ND-CP;

b) Clauses 1 and 2 Article 12 of Decree No. 219/2013/ND-CP dated December 26, 2013 of the Government on management of foreign borrowing and debt repayment by enterprises not guaranteed by the Government;

c) Articles 5, 6, 7, 9, 11, 13, 14, 15 and clause 1 Article 17 of Decree No. 10/2019/ND-CP dated January 30, 2019 of the Government on exercise of rights and responsibilities of state ownership representatives;

d) Clauses 3, 4, 7, 8, 9, 10, 11, 12, 13, 14, 15 and 16 Article 1 of Decree No. 97/2024/ND-CP dated July 25, 2024 of the Government on amendments to a number of articles of Decree No. 10/2019/ND-CP dated January 30, 2019 of the Government on exercise of rights and responsibilities of ownership representatives;

dd) Chapter II of Decree No. 23/2022/ND-CP dated April 5, 2022 of the Government on establishment, rearrangement, ownership conversion and transfer of ownership representative rights in wholly state-owned enterprises.

Article 36. Transitional provisions

1. From the effective date of this Decree, enterprises with state ownership of over 50% of charter capital shall be responsible for reviewing and promulgating or requesting the competent authority to promulgate amended charters, financial regulations and internal regulations of the enterprise ensuring conformity with the provisions of Law No. 68/2025/QH15 and this Decree; the promulgation deadline shall be implemented in accordance with Law No. 68/2025/QH15.

During the period before promulgation of amended charters, financial regulations and internal regulations, enterprises may apply the contents of the already-promulgated charter, financial regulations and internal regulations that do not conflict with this Decree, and more favorable provisions as prescribed by this Decree.

2. The Members’ Council or President of the company of wholly state-owned enterprises shall decide to promulgate the 2026 business plan and adjust the implementation plan after the owner’s representative authority assigns 2026 target indicators if necessary. The assignment of target indicators for 2026 shall be completed before January 31, 2026.

3. Profit distribution for financial years from 2024 and earlier shall be implemented in accordance with Law No. 69/2014/QH13 and its elaboration and guidance documents.

4. Upon the effective date of this Decree, wholly state-owned enterprises that have appropriated special-purpose funds and still have spending tasks pursuant to decisions of the competent authority may retain the fund balance for use in accordance with the approved tasks. Where there are no remaining spending tasks, enterprises shall be responsible for reviewing to remit the fund balance to the state budget or retain it for supplementing the enterprise’s charter capital. The authority, procedures for investment of state capital for additional contribution to charter capital of the enterprise shall be implemented in accordance with Articles 10 and 11 of this Decree as in the case of using retained after-tax profit.

Article 37. Responsibilities for implementation

1. Political organizations, the Vietnam Fatherland Front, the Vietnam General Confederation of Labour and other member organizations of the Vietnam Fatherland Front may apply the Law on Management and Investment of State Capital in Enterprises and the provisions of this Decree in developing and promulgating specific regulations for organizing the exercise of owner’s rights and responsibilities as prescribed by law for enterprises of which they are the owner, and organizing supervision and inspection of the implementation of promulgated regulations, ensuring publicity, transparency, effectiveness and prevention of losses and waste.

2. Investment and capital support by the State at the Vietnam Cooperative Bank shall be implemented in accordance with the Law on Management and Investment of State Capital in Enterprises, clause 1 Article 12 of this Decree and relevant law.

3. For enterprises with shares and capital contributions where the State holds from over 35% to 50% of charter capital, owner’s representative authorities shall be responsible for directing state capital representatives at the enterprise to provide opinions, vote and decide at the General Meeting of Shareholders and Members’ Council meetings on the annual after-tax profit distribution plan in the same order as enterprises with shares and capital contributions where the State holds over 50% to under 100% of charter capital.

4. For enterprises with shares and capital contributions where the State holds 35% or less of charter capital, based on the annual production and business plan, owner’s representative authorities shall be responsible for directing state capital representatives at the enterprise to provide opinions, vote and decide at the General Meeting of Shareholders and Members’ Council meetings on the appropriate annual after-tax profit distribution plan, in which the remaining profit after appropriation to funds as prescribed in the company charter and financial regulations shall be fully distributed as cash dividends and profits to shareholders and capital-contributing members. Cash dividends and profits distributed for the state capital contribution in this enterprise shall be remitted to the state budget as prescribed.

5. Where legal normative documents referenced in this Decree are amended or replaced, the amended or replacing documents shall apply.

6. During implementation of this Decree, any difficulties or problems, should be reported to the Ministry of Finance for guidance and resolution within its authority or for reporting to the Government for consideration and decision.

7. Ministers, heads of ministerial agencies, heads of Governmental agencies, Presidents of province-level People’s Committees, enterprises, direct owner’s representatives and state capital representatives shall implement this Decree.

ON BEHALF OF THE GOVERNMENT
PRIME MINISTER
DEPUTY PRIME MINISTER

Ho Duc Phoc

APPENDIX I

LIST OF STATE GROUPS AND CORPORATIONS
(Attached to Decree No. 366/2025/ND-CP dated December 31, 2025)

1. Vietnam National Industry – Energy Group.

2. Vietnam Electricity (EVN).

3. Vietnam Posts and Telecommunications Group (VNPT).

4. Vietnam National Coal – Mineral Industries Group (Vinacomin).

5. Military Industry – Telecoms Group (Viettel).

6. Vietnam National Chemical Group (Vinachem).

7. Vietnam Railways Corporation.

8. State Capital Investment Corporation (SCIC).

9. Other enterprises operating in key and essential sectors of the economy pursuant to a decision of the Prime Minister.

APPENDIX II

LIST OF SECTOR-MANAGING MINISTRIES PERFORMING APPRAISAL OF ASSIGNMENT OF TASKS AND CERTAIN BASIC INDICATORS FOR ENTERPRISE DEVELOPMENT STRATEGIES
(Attached to Decree No. 366/2025/ND-CP dated December 31, 2025)

No.	Enterprise name	Line ministry responsible for appraisal
1	Vietnam National Industry – Energy Group	Ministry of Industry and Trade
2	Vietnam Electricity (EVN)	Ministry of Industry and Trade
3	Vietnam Posts and Telecommunications Group (VNPT)	Ministry of Science and Technology
4	Vietnam National Coal – Mineral Industries Group (Vinacomin)	Ministry of Industry and Trade
5	Vietnam National Chemical Group (Vinachem)	Ministry of Industry and Trade
6	Vietnam Railways Corporation	Ministry of Construction
7	Other cases as decided by the Prime Minister	Relevant line ministry (based on the enterprise’s sector and field of operation)

Decree No. 366/2025/ND-CP on management and investment of state capital in enterprises

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