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THE NATIONAL ASSEMBLY |
THE SOCIALIST REPUBLIC OF VIETNAM |
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Law No. 68/2025/QH15 |
Hanoi, June 14, 2025 |
ON MANAGEMENT AND INVESTMENT OF STATE CAPITAL IN ENTERPRISES
Pursuant to the Constitution of the Socialist Republic of Vietnam;
The National Assembly hereby promulgates the Law on management and investment of state capital in enterprises.
This Law provides for investment of state capital in enterprises and management of state capital in enterprises.
1. The Government; the Prime Minister; state ownership representative bodies.
2. Direct state ownership representatives; representative individuals of state capital.
3. State-owned enterprises as prescribed in the Law on Enterprises; credit institutions in which the State holds more than 50% of charter capital as prescribed in the Law on Credit Institutions, excluding banks for social policies.
4. Other agencies, organizations, and individuals related to the management and investment of state capital in enterprises.
Article 3. Interpretation of terms
For the purpose of this Law, the following terms shall be construed as follows:
1. “State ownership representative body” means an agency or organization assigned by the Government to exercise the rights and responsibilities of the state ownership representative with respect to state capital in enterprises, including:
a) Ministries, ministerial agencies, Governmental agencies, or organizations assigned by the Government to exercise the rights and responsibilities of the state ownership representative;
b) Province-level People’s Committees assigned by the Government to exercise the rights and responsibilities of the state ownership representative.
2. “Investment of state capital in enterprises” means the State using its capital and assets to invest in enterprises.
3. “Direct state ownership representative” means an individual appointed by a competent regulatory agency to the Members’ Council or as President of the company to exercise the rights and responsibilities of the state ownership representative in enterprises wholly owned by the State.
4. “Representative individual of state capital” means an individual authorized in writing by the state ownership representative body to exercise the rights and responsibilities of the state ownership representative with respect to state capital invested in joint-stock companies or limited liability companies with two or more members.
5. “Representative of enterprise capital” means an individual authorized in writing by the enterprise to exercise the rights and responsibilities of the enterprise with respect to the capital invested by the enterprise in joint-stock companies or limited liability companies.
6. “State capital in enterprises” means the value of state capital determined by the proportion of shares or capital contribution owned by the State in the total owners’ equity of the enterprise.
7. “Enterprise capital” includes the owners’ equity of the enterprise and capital mobilized by the enterprise.
Article 4. Application of the Law on management and investment of state capital in enterprises
1. The management and investment of state capital in enterprises shall comply with the provisions of the Law on management and investment of state capital in enterprises; matters not regulated by the Law on management and investment of state capital in enterprises shall comply with the provisions of the Law on Enterprises and other relevant laws.
2. In case another law or resolution of the National Assembly promulgated after the effective date of the Law on management and investment of state capital in enterprises provides specific provisions on the management and investment of state capital in enterprises, it must clearly specify which contents are to be implemented or not implemented under the Law on management and investment of state capital in enterprises, and which matters are to be implemented under such other law or resolution.
Article 5. Principles of management and investment of state capital in enterprises
1. Comply with the provisions of the law on management and investment of state capital in enterprises, the law on enterprises, and other relevant laws; consistent with treaties to which the Socialist Republic of Vietnam is a party.
2. State ownership representative bodies and regulatory agencies shall not directly interfere in production, business, and investment activities of enterprises, nor in the management and administration activities of the direct state ownership representative and other managerial positions as prescribed in the company charter.
3. Management of state capital in enterprises shall be exercised through the direct state ownership representative or the representative of state capital; ensuring that enterprises conduct production and business activities under the market mechanism, on the basis of equality, cooperation, and competition in accordance with law.
4. The state ownership representative body, direct state ownership representative, and representative of state capital shall be responsible for managing, monitoring, and supervising state capital in enterprises, ensuring efficiency, preservation, and development of state capital in enterprises as prescribed by this Law; and for preventing dispersion, waste, and loss of State and enterprise assets.
5. Enhance the effectiveness and efficiency of state management, supervision, inspection, and audit by competent regulatory agencies, as well as accountability.
Article 6. State ownership representative
1. The Government shall uniformly exercise the rights and responsibilities of the state ownership representative in the investment of state capital in enterprises and management of state capital in enterprises.
2. The Prime Minister and state ownership representative body shall exercise the rights and responsibilities of the state ownership representative with respect to state-capitalized enterprises in accordance with this Law and other relevant laws.
3. Direct state ownership representatives and representatives of state capital shall exercise the rights and responsibilities of the state ownership representative in enterprises as prescribed in Articles 36 and 39 of this Law and other relevant laws.
Article 7. Contents of state management of management and investment of state capital in enterprises
1. Promulgating and organizing the implementation of legal normative documents on management and investment of state capital in enterprises.
2. Managing and uniformly monitoring the situation of investment of state capital in enterprises; supervising, inspecting, and auditing the implementation of policies and laws of the State on management and investment of state capital in enterprises; settling complaints and denunciations and conducting commendation, discipline, and handling of violations as prescribed by law.
3. Developing, exploiting, and managing the information system on management and investment of state capital in enterprises.
Article 8. Information system on management and investment of state capital in enterprises
1. The information system on management and investment of state capital in enterprises shall be uniformly built and deployed nationwide to serve the work of management, reporting, supervision, inspection, and audit of management and investment of state capital in enterprises.
2. The information system on management and investment of state capital in enterprises shall ensure compatibility, integration capability, smooth and secure information sharing between regulatory agencies and enterprises.
3. The Government shall elaborate this Article.
Article 9. Prohibited acts in the field of management and investment of state capital in enterprises
1. Investing state capital in enterprises beyond the scope, subjects, and competence as prescribed by law.
2. Interfering beyond assigned functions, duties, and powers in production and business activities of enterprises.
3. Failing to properly perform the rights and responsibilities of the state ownership representative in the management and investment of state capital in enterprises.
4. Supervising, inspecting, and auditing the management and investment of capital in enterprises beyond the assigned functions, duties, powers, and responsibilities as prescribed by law.
5. Intentionally making untruthful or inaccurate reports in contravention of the law.
6. Providing or using information of enterprises or of the state ownership representative in contravention of the law.
INVESTMENT OF STATE CAPITAL IN ENTERPRISES
Article 10. Forms of investment of state capital in enterprises
1. Investing state capital to establish enterprises wholly owned by the State.
2. Investing state capital to increase charter capital of enterprises wholly owned by the State.
3. Investing state capital to increase capital in joint-stock companies or multiple-member limited liability companies with state capital.
4. Investing state capital to contribute capital to establish joint-stock companies or multiple-member limited liability companies.
5. Investing state capital to contribute capital, purchase shares or capital contributions in enterprises without existing state capital.
Article 11. Sources of capital and assets for investment of state capital in enterprises
1. State budget.
2. Public assets.
3. Development investment fund; Charter capital reserve fund; retained earnings after tax for increasing charter capital; dividends distributed in shares; share premium.
4. Other lawful capital sources as prescribed by the Government.
Article 12. Investment of state capital to establish enterprises wholly owned by the State
1. Investment of state capital to establish enterprises wholly owned by the State shall fall into the following cases:
a) Enterprises providing essential public products and services to society;
b) Enterprises directly serving national defense and security;
c) Enterprises operating in areas critical to national defense and security;
d) Enterprises operating in the field of natural monopoly;
dd) Enterprises developing science, technology, innovation, and digital transformation;
e) Enterprises applying high technology, making large-scale investments, creating rapid development drivers for other sectors and the economy;
g) Enterprises constructing key infrastructure works of national importance;
h) Enterprises operating in key and essential sectors of the economy as prescribed by the Government.
2. The Government shall elaborate this Article.
Article 13. Investment of state capital to increase charter capital of enterprises wholly owned by the State
1. The investment to increase charter capital shall apply to enterprises specified in Clause 1, Article 12 of this Law and fall into one of the following cases:
a) Enterprises operating effectively and requiring additional charter capital for production and business activities;
b) Enterprises directly serving national defense and security; enterprises developing science, technology, innovation, digital transformation; enterprises operating in the field of natural monopoly, and other cases requiring additional capital investment as prescribed by the Government.
2. Other necessary cases not specified in Clause 1 of this Article shall be subject to additional charter capital investment from the sources provided in Clauses 2, 3, and 4, Article 11 of this Law as prescribed by the Government.
3. The Government shall elaborate this Article.
Article 14. Investment of state capital to increase capital in joint-stock companies and multiple-member limited liability companies with state capital
1. Investment of state capital to increase capital in joint-stock companies and multiple-member limited liability companies with state capital shall fall into one of the following cases:
a) Provision of essential public products and services to society;
b) Necessity to maintain performance of national defense and security tasks;
c) Development of science, technology, innovation, and digital transformation;
d) Other cases to ensure the State’s ownership ratio as prescribed by the Government.
2. The Government shall elaborate this Article.
Article 15. Investment of state capital to contribute capital for establishing joint-stock companies, multiple-member limited liability companies; contribution of capital, purchase of shares or capital contributions in enterprises without existing state capital
1. Investment of state capital to contribute capital for establishing joint-stock companies, multiple-member limited liability companies; contribution of capital, purchase of shares or capital contributions in enterprises without existing state capital shall be made for one of the following tasks:
a) Restructuring the economy;
b) Performing national defense and security tasks;
c) Providing essential public products and services to society;
d) Developing science, technology, innovation, and digital transformation.
2. Investment of state capital as provided in Points a, c, and d, Clause 1 of this Article must conform to the socio-economic development strategy and plans in each period.
3. The Government shall elaborate this Article.
Article 16. Authority to decide on investment of state capital in enterprises
1. The National Assembly shall decide on investment policy of state capital in enterprises from the state budget for projects equivalent to national important projects as prescribed by the Law on Public Investment.
The Government shall provide regulations on the authority to decide on investment of state capital in enterprises in the cases specified in this Clause.
2. The Government shall provide regulations on the authority to decide on investment policy, and the authority to decide on investment of state capital in enterprises from the state budget not falling under Clause 1 of this Article and from the sources provided in Clauses 2, 3, and 4, Article 11 of this Law.
Article 17. Procedures for investment of state capital in enterprises
1. The application submitted by the Government to the National Assembly for decision on investment policy of state capital in enterprises in the cases specified in Clause 1, Article 16 of this Law shall include:
a) Submission report of the Government;
b) Scheme on establishment of an enterprise, or plan on additional investment in charter capital, or plan on additional investment in the State’s capital contribution at joint-stock companies or multiple-member limited liability companies, or plan on capital contribution, purchase of shares, or capital contributions in enterprises without state capital;
c) Opinions of relevant agencies and explanations, clarifications (if any).
2. Agencies of the National Assembly shall examine the application specified in Clause 1 of this Article. The examination shall cover:
a) Compliance with criteria of capital level equivalent to a national important project; scope of investment of state capital in enterprises as provided in Articles 12, 13, 14, and 15 of this Law;
b) Demand for capital sources; plan on capital utilization;
c) Assessment of socio-economic efficiency; urgency or national defense and security assurance (if any).
3. The Government, agencies, organizations, and individuals concerned shall provide full information and documents serving the examination; provide explanations and clarifications on issues in the application at the request of the National Assembly’s examining agency.
4. The National Assembly shall consider and decide on investment policy of state capital in enterprises, including the contents specified in Clause 2 of this Article.
5. The Government shall provide detailed regulations on procedures for investment of state capital in enterprises.
MANAGEMENT OF STATE CAPITAL IN ENTERPRISES
Section 1. MANAGEMENT OF STATE CAPITAL IN ENTERPRISES WHOLLY OWNED BY THE STATE
Article 18. Development strategy and annual business plan of enterprises
1. The Members’ Council or the President of the company shall decide on the promulgation and adjustment of the development strategy and annual business plan of enterprises, based on the socio-economic development plan and fundamental tasks and targets assigned by the state ownership representative.
2. The Government shall elaborate this Article.
Article 19. Principles of capital mobilization and lending
1. Enterprises shall decide on capital mobilization based on the principle of self-borrowing and self-repayment in accordance with the law. The capital mobilization plan must ensure debt repayment capacity.
2. Enterprises may decide to provide guarantees for companies in which they hold more than 50% of charter capital to borrow loans from credit institutions, provided that the total value of guarantees does not exceed the actual capital contribution value of the enterprise at the time of guaranteeing.
3. Enterprises may decide to lend to companies in which they hold more than 50% of charter capital, provided that the total value of loans to each company does not exceed the actual capital contribution value of the enterprise at the time of lending. If exceeding the level specified in this Clause, the enterprise shall report to the state ownership representative body for review and approval.
4. The Members’ Council, the President of the company, and the person approving capital mobilization or lending plans shall take responsibility for their decisions, organize implementation, inspection, supervision, ensuring mobilized capital and loans are used for proper purposes, efficiently, and that debts are collected and repaid on time as agreed.
5. In case capital mobilization by an enterprise leads to its total liabilities, including guarantees for guaranteed enterprises under Clause 2 of this Article, exceeding 3 times its equity recorded in the latest quarterly or annual financial statements at the time of mobilization, the enterprise shall report to the state ownership representative body after approving the mobilization plan for supervision as prescribed.
6. Credit institutions shall carry out capital mobilization, lending, and provision of guarantees in accordance with the law on credit institutions.
7. The Government shall elaborate this Article.
Article 20. Investment activities of enterprises
1. Investment activities of enterprises shall be carried out in forms of investment as prescribed by the law on investment and other relevant laws; purchase of securities shall comply with the law on securities.
2. Authority to decide on investment:
a) For investment projects using all or part of public investment capital, authority to decide on investment policy, investment decision, procedures shall comply with the law on public investment;
b) For investment projects subject to investment policy approval under the law on investment and other relevant laws, the Members’ Council or the President of the company shall decide on investment of the project after completing investment policy approval procedures;
c) For investment projects subject to investment policy approval under the law on investment but not required to undergo investment policy approval procedures under other relevant laws, the authority, procedures shall comply with such laws and Government regulations.
3. Except as provided in Clause 2 of this Article, the authority to decide on investment shall be as follows:
a) The Members’ Council or the President of the company shall decide on each investment project or investment item with an investment capital level not exceeding 50% of equity or not exceeding 50% of the owner’s investment capital in case equity is lower than the owner’s investment capital but not exceeding the specific limit prescribed by the Government. Equity and owner’s investment capital specified in this Point shall be determined according to the quarterly or annual financial statements of the enterprise at the time closest to the time of deciding on the project;
b) For investment projects or investment items exceeding the limit specified in Point a of this Clause, the Members’ Council or the President of the company shall decide on the investment after reporting to the state ownership representative body for review and approval regarding the purpose, investment capital level, capital source, and implementation time.
4. Enterprises shall not invest to contribute capital, purchase shares, or capital contributions of other enterprises in which the managers or representatives are spouses, biological parents, adoptive parents, parents-in-law, step-parents, children, adopted children, sons-in-law, daughters-in-law, siblings, brothers-in-law, or sisters-in-law of any of the following persons:
a) President of the Members’ Council, members of the Members’ Council;
b) President of the company;
c) General Director, Director;
d) Controller;
dd) Chief Accountant.
5. The repatriation of profits, other income, and capital recovery upon completion of overseas investment projects to the home country or continuation of investment abroad shall comply with the enterprise’s charter, financial regulations, this Law, the law on investment, and other relevant laws.
6. The Government shall elaborate this Article.
Article 21. Transfer of investment projects and investment capital of enterprises
1. The transfer of domestic investment projects and investment capital of enterprises shall comply with the following principles:
a) Compliance with this Law, the law on enterprises, and other relevant laws;
b) Full reflection of the actual value of the investment project or investment capital of the enterprise, including the value of land use rights in accordance with the Law on Land and other relevant laws;
c) Assurance of market principles, publicity, transparency, and not being restricted by public offering conditions under the law on securities.
2. The Members’ Council or the President of the company shall decide on the transfer of investment projects or investment capital with a value not exceeding 50% of equity or not exceeding 50% of the owner’s investment capital in case equity is lower than the owner’s investment capital but not exceeding the specific limit prescribed by the Government. Equity and owner’s investment capital specified in this Clause shall be determined according to the quarterly or annual financial statements of the enterprise at the time closest to the time of deciding on the transfer. For values exceeding the limit specified in this Clause, the Members’ Council or the President of the company shall report to the state ownership representative body for approval before deciding on the transfer.
3. Methods of transferring investment capital of enterprises:
a) Transfer of capital contributions of enterprises in multiple-member limited liability companies shall comply with the law on enterprises;
b) Transfer of share capital of enterprises in joint-stock companies already listed or registered for trading on the securities market shall comply with the law on securities;
c) Transfer of investment capital of enterprises in joint-stock companies not yet listed or not yet registered for trading on the securities market shall be conducted through public auction as prescribed by law or other methods as prescribed by the Government;
d) Transfer of investment capital of enterprises in business cooperation contracts shall comply with the law on investment.
4. Transfer of investment projects:
a) Enterprises may transfer all or part of an investment project to another investor when meeting the transfer conditions as prescribed by the law on investment, the law on land, the law on housing, the law on real estate business, and other relevant laws;
b) The transfer of investment projects must ensure publicity, transparency, and comply with relevant laws and Government regulations.
5. The transfer and methods of transferring overseas investment projects and investment capital of enterprises shall comply with the laws of the host country or territory, international practices, and ensure the principle of maximum recovery of the enterprise’s investment capital. The authority to decide on transfer shall comply with Clause 2 of this Article.
6. The Government shall provide detailed regulations on Clause 2, Clause 3, Point b Clause 4, and Clause 5 of this Article.
Article 22. Lease, hire-purchase, mortgage, pledge, purchase, and sale of fixed assets
1. The authority to decide on the purchase and hire-purchase of fixed assets shall comply with the values prescribed in Points a and b Clause 3 Article 20 of this Law. The person deciding on the purchase or hire-purchase of fixed assets shall take responsibility for any decision made beyond authority or for fixed assets purchased or hire-purchased that cannot be used, are ineffective, or inefficient.
2. The lease, mortgage, or pledge of fixed assets must ensure the principles of efficiency, preservation, and development of capital.
3. Enterprises may sell fixed assets that are damaged, technologically obsolete, unused, unusable, or inefficiently used in order to recover capital. The authority to decide on the sale of fixed assets shall comply with Clause 1 of this Article.
Article 23. Enterprise’s management of companies wholly owned by the enterprise and of the enterprise’s capital contributions in joint-stock companies and multiple-member limited liability companies
Enterprises shall manage companies wholly owned by the enterprise and manage the enterprise’s capital contributions in joint-stock companies and multiple-member limited liability companies through the enterprise’s capital representative. Enterprises shall exercise management in accordance with the law on enterprises and the following provisions:
1. For companies wholly owned by the enterprise:
a) Provide opinions on the promulgation of the financial regulations of the company;
b) Approve investment operation plans, purchase, hire-purchase, and sale of fixed assets, transfer of investment projects, transfer of investment capital exceeding 50% of equity or exceeding 50% of the owner’s investment capital in case equity is lower than the owner’s investment capital, or another lower ratio specified in the company’s charter. Equity and owner’s investment capital specified in this Point shall be determined according to the quarterly or annual financial statements of the company at the time closest to the approval;
c) Provision of guarantees and loans shall comply with the principles specified in Article 19 of this Law;
d) Transfer of investment projects and investment capital shall comply with the principles specified in Clauses 1, 3, 4, and 5 of Article 21 of this Law;
2. For the enterprise’s capital contributions in joint-stock companies and multiple-member limited liability companies:
a) Decide or submit to competent authorities for decision on increasing, decreasing, or transferring the enterprise’s capital invested in joint-stock companies and multiple-member limited liability companies in accordance with the law and the company’s charter;
b) Stipulate standards, appoint, dismiss, relieve, commend, and discipline the enterprise’s capital representative in accordance with Articles 37 and 38 of this Law, and promulgate regulations on the enterprise’s capital representative;
c) Request the enterprise’s capital representative to give opinions on profit distribution and dividends of joint-stock companies and multiple-member limited liability companies;
d) Request the enterprise’s capital representative to periodically or ad hoc report on the financial status and business activities of joint-stock companies and multiple-member limited liability companies in accordance with the law and the company’s charter;
dd) Inspect and supervise the activities of the enterprise’s capital representative to promptly prevent and handle shortcomings and weaknesses of the representative;
3. Restructuring of the enterprise’s capital invested in joint-stock companies and multiple-member limited liability companies shall comply with the law on enterprises, the law on securities, other relevant laws, and Government regulations.
Article 24. Salaries, remuneration, and bonuses
1. Principles of determination:
a) Compliance with the provisions of labor law;
b) Based on agreements in labor contracts;
c) Based on production and business efficiency, consistent with the market, industry, and nature of the enterprise’s operations;
d) Based on labor productivity, job performance of employees, and task fulfillment of the direct state ownership representative and Controllers.
2. Bonuses for employees, direct state ownership representatives, and controllers in enterprises shall be taken from the enterprise’s post-tax profits.
3. Direct state ownership representatives, Controllers, the General Director, and other managerial titles as specified in the company’s charter shall receive salaries from the enterprise’s common salary fund.
4. Based on the principles specified in Clause 1 of this Article, the Members’ Council or the President of the company shall decide on salaries, remuneration, bonuses, and other benefits of employees and managerial positions of the enterprise.
5. The Government shall stipulate salaries, remuneration, and bonuses of direct state ownership representatives and Controllers.
Article 25. Distribution of post-tax profits
1. Post-tax profits, after distribution of profits to capital-contributing members under business cooperation contracts (if any) and after offsetting previous years’ losses that are still within the deductible period from pre-tax profits under the Law on Corporate Income Tax (if any), shall be used to cover the following expenses:
a) Expenses to be covered from post-tax profits as prescribed by relevant laws;
b) Expenses for mineral survey and exploration for investment purposes but ineligible for project implementation under Government regulations; expenses of failed investments in projects or investment items of special, high-risk nature under Government regulations;
c) Expenses for performing political tasks assigned by competent authorities under Government regulations.
2. The remaining post-tax profits, after covering the contents specified in Clause 1 of this Article, shall be distributed according to the following principles:
a) Deduct not more than 50% into the Development Investment Fund for use in business expansion investment of the enterprise and to supplement charter capital.
For credit institutions, deduct not more than 50% into the Charter Capital Supplementary Reserve Fund and the Development Investment Fund in accordance with the Law on Credit Institutions;
b) Deduct not more than 3 months’ actual salary to establish the Reward and Welfare Fund based on enterprise evaluation and classification results.
For enterprises directly serving national defense and security, if post-tax profits are insufficient, the State shall provide support to establish the Reward and Welfare Fund, but not exceeding 2 months’ actual salary based on enterprise evaluation and classification results.
c) Establish funds as prescribed by relevant laws;
d) Enterprises shall remit the remaining profits to the state budget, except where used to supplement charter capital or invest in projects as stipulated by the Government.
3. The Government shall elaborate this Article.
Article 26. Preservation and development of enterprise capital
1. The state ownership representative body, the Members’ Council, and the President of the company shall be responsible for preserving and developing the enterprise’s capital within their assigned duties and powers.
2. The preservation and development of enterprise capital shall be assessed based on the overall efficiency of the enterprise.
3. Every year, enterprises shall report to the state ownership representative body on changes in their equity for monitoring and supervision. In cases where equity has not been preserved, the Members’ Council or the President of the company must clearly explain the reasons, propose remedial measures, and take responsibility for the enterprise’s financial status.
4. The Government shall elaborate this Article.
Section 2. MANAGEMENT OF STATE CAPITAL IN ENTERPRISES WHERE THE STATE HOLDS LESS THAN 100% OF CHARTER CAPITAL
Article 27. Management of state capital in enterprises where the State holds more than 50% to less than 100% of charter capital
1. The state ownership representative body shall manage the state capital in enterprises where the State holds more than 50% to less than 100% of charter capital through the state capital representative.
2. The matters for which the state capital representative must seek opinions from the state ownership representative body before voting at the General Meeting of Shareholders, the Board of Directors, or the Members’ Council include:
a) The company’s development orientation, including: business lines, objectives, and tasks;
b) Promulgation, amendment, or supplementation of the charter; increase or decrease of charter capital;
c) Election, dismissal, or removal of members of the Board of Directors, the Members’ Council, the General Director or Director, the Head of the Supervisory Board, and Controllers of the enterprise;
d) Enterprise rearrangement, dissolution, or petition for bankruptcy;
dd) Decisions on investment activities, transfer of investment projects, or transfer of investment capital of the enterprise in joint-stock companies and multiple-member limited liability companies with a value exceeding 50% of the enterprise’s equity or exceeding 50% of the owner’s investment capital in case equity is lower than the owner’s investment capital. Equity and the owner’s investment capital shall be determined according to quarterly or annual financial statements at the time closest to the decision;
e) Decisions on the distribution of post-tax profits to establish funds as prescribed in Article 25 of this Law. The portion of profits and dividends distributed in cash corresponding to the State’s shareholding or contributed capital shall be remitted to the state budget. Dividend distributions in shares or use of post-tax profits corresponding to the State’s shareholding or contributed capital to supplement state capital in the enterprise shall be carried out as prescribed by the Government.
3. The state ownership representative body, based on Articles 19, 20, Clause 2 of Article 21, and Article 22 of this Law, shall direct the state capital representative to give opinions on promulgation, amendment, or supplementation of the company’s charter and financial regulations in accordance with the law on enterprises and Government regulations.
4. The state ownership representative body shall direct the state capital representative to provide opinions on the company’s annual business plan, including contents as prescribed by the Government, as a basis for evaluating enterprise performance.
5. Enterprises shall manage their investment capital in joint-stock companies and multiple-member limited liability companies through the enterprise’s capital representative in accordance with the law on enterprises and the company’s charter.
6. Enterprise rearrangement of enterprises where the State holds more than 50% to less than 100% of charter capital shall comply with the law on enterprises, the law on securities, and other relevant laws.
7. Transfer of investment projects and investment capital of enterprises where the State holds more than 50% to less than 100% of charter capital shall comply with Clauses 1, 3, 4, and 5 of Article 21 of this Law
8. Credit institutions shall carry out capital mobilization, lending, and provision of guarantees in accordance with the Law on Credit Institutions.
Article 28. Management of state capital in enterprises where the State holds 50% or less of charter capital
The state ownership representative body shall manage the state capital in enterprises where the State holds 50% or less of charter capital through the state capital representative in accordance with the law on enterprises, the company’s charter, and the regulations on operation of the state capital representative.
RESTRUCTURING OF STATE CAPITAL IN ENTERPRISES
Article 29. Restructuring of state capital in enterprises
1. Restructuring of state capital in enterprises shall be conducted in forms, methods, and roadmaps suitable to the market, development strategies, and operating conditions of enterprises, associated with enterprise classification criteria and plans for restructuring state capital in enterprises approved by the state ownership representative body as prescribed by the Government.
2. Forms of restructuring state capital in enterprises include:
a) Enterprise rearrangement;
b) Transfer of state capital invested in joint-stock companies and multiple-member limited liability companies;
c) Transfer of the right to represent state ownership of capital in enterprises;
d) Transfer of investment projects, capital, and assets of enterprises; transfer of rights to purchase shares, pre-emptive rights to purchase shares, and rights to purchase contributed capital;
dd) Dissolution or bankruptcy of enterprises.
3. Enterprise rearrangement, dissolution, and bankruptcy of enterprises where the State holds 50% or less of charter capital shall comply with the law on enterprises, the law on securities, the Law on Bankruptcy, and other relevant laws.
Article 30. Enterprise rearrangement
1. Forms of enterprise rearrangement include:
a) Consolidation, merger, division, or separation of enterprises;
b) Conversion of enterprise type from single-member limited liability companies wholly owned by the State into joint-stock companies or multiple-member limited liability companies;
c) Conversion of enterprise type where the State holds more than 50% to less than 100% of charter capital.
2. Consolidation, merger, division, or separation of enterprises shall comply with the law on enterprises, the law on securities, other relevant laws, and Government regulations.
3. Conversion of enterprise type as specified in Point b Clause 1 of this Article:
a) The state ownership representative body shall hire an organization with valuation functions to determine the enterprise value and the starting price as prescribed by the Law on Prices, serving as the basis for formulating and deciding the conversion plan;
b) Share issuance, contribution of additional capital to convert enterprise type shall be carried out by public auction or other methods as prescribed by the Government. Share issuance shall not be restricted by conditions on public offering under the law on securities;
c) Assets being works or infrastructure projects invested by the State with significant economic, social, defense, and security importance, for which enterprises are granted exploitation rights, shall not be included in enterprise valuation upon conversion. Enterprises shall only be entitled to manage, operate, and exploit them. Land management and use by enterprises shall comply with the law on land;
d) Treatment of revenues and expenses during the enterprise conversion process shall comply with Government regulations.
4. Conversion of enterprise type where the State holds more than 50% to less than 100% of charter capital shall comply with the law on enterprises, the law on securities, and Government regulations.
5. The Government shall stipulate competence, forms, procedures, and financial treatment upon consolidation, merger, division, separation, or conversion of enterprises.
Article 31. Transfer of state capital invested in joint-stock companies and multiple-member limited liability companies
1. The state ownership representative body shall hire an organization with valuation functions to determine the starting price as prescribed by the Law on Prices as the basis for deciding the transfer plan of state capital.
2. The transfer of state capital invested in listed joint-stock companies or those registered for trading on the securities market shall comply with the law on securities.
3. The transfer of state capital invested in unlisted joint-stock companies or those not registered for trading on the securities market shall be conducted by public auction or other methods as prescribed by the Government. Public auctions shall not be restricted by conditions for public offering under the law on securities.
4. Transfer of contributed capital in multiple-member limited liability companies shall comply with the law on enterprises.
5. The handling of revenues and expenses during the transfer of state capital invested in joint-stock companies and multiple-member limited liability companies shall comply with Government regulations.
6. The Government shall elaborate this Article.
Article 32. Transfer of the right to represent state ownership of capital in enterprises
1. Cases of transfer:
a) Transfer of the right to represent state ownership of capital in state-capitalized enterprises between state ownership representative bodies;
b) Transfer of the right to represent state ownership of capital in state-capitalized enterprises from the state ownership representative body to enterprises wholly owned by the State;
c) Other cases of transfer as prescribed by the Government.
2. The Government shall stipulate competence, procedures, financial settlement, and order for the transfer of the right to represent state ownership of capital in enterprises.
Article 33. Transfer of investment projects, capital, and assets of enterprises; transfer of rights to purchase shares, pre-emptive rights to purchase shares, and rights to purchase contributed capital
1. Forms of transfer of investment projects, capital, and assets of enterprises:
a) Transfer of investment projects, capital, and assets between enterprises wholly owned by the State;
b) Transfer of capital and assets of enterprises wholly owned by the State invested in joint-stock companies and limited liability companies to the state ownership representative body;
c) Other cases of transfer as prescribed by the Government.
2. The transfer of rights to purchase shares, pre-emptive rights to purchase shares, and rights to purchase contributed capital between the state ownership representative body and enterprises wholly owned by the State and the post-transfer management mechanism shall comply with Government regulations.
3. The Government shall stipulate competence, procedures, financial settlement, and order for transfers as prescribed in this Article.
Article 34. Dissolution and bankruptcy of enterprises
1. Dissolution of enterprises:
a) Dissolution of enterprises shall comply with this Law, the law on enterprises, and other relevant laws;
b) Enterprises wholly owned by the State in agriculture and forestry established before the effective date of this Law, when dissolved, shall be supported by the state budget to ensure funding for handling outstanding obligations due to insolvency and dissolution costs if proceeds from asset sales are insufficient;
c) After settling dissolution expenses and debts, the remaining amount corresponding to the State’s shareholding or contributed capital shall be remitted to the state budget;
d) The Government shall stipulate competence, procedures, financial settlement, and order for enterprise dissolution.
2. Bankruptcy of enterprises shall comply with the Law on Bankruptcy and other relevant laws.
STATE OWNERSHIP REPRESENTATIVE BODY, ENTERPRISE CAPITAL REPRESENTATIVE, CONTROLLERS
Article 35. Rights and responsibilities of the Government
1. Stipulate the devolution, delegation, and assignment of rights and responsibilities of the state ownership representative body.
2. Stipulate operational mechanisms and financial management mechanisms for enterprises with functions of investing and trading state capital and enterprises in certain special sectors.
3. Stipulate monitoring, inspection, evaluation of investment activities, and management of state capital in enterprises; reporting and disclosure of information.
4. Stipulate recruitment, appointment, reappointment, approval of resignation, dismissal, commendation, discipline, and termination of employment contracts for enterprise managers, Controllers, and appointment of state capital representatives.
5. Stipulate mechanisms for placing orders and assigning tasks of the State to enterprises for political, foreign affairs, defense, security requirements, and in urgent or necessary situations.
6. Detail the contents assigned in this Law.
7. Report to the National Assembly at the year-end session on the management and investment of state capital in enterprises nationwide in the previous year.
Article 36. Rights and responsibilities of the Members’ Council, President of the company in enterprises wholly owned by the State
1. Issue financial regulations, regulations on receivables and payables management, fixed asset management and use, salary, remuneration, bonus regulations, and other regulations of the enterprise.
2. Approve the enterprise’s annual financial statements.
3. Issue regulations on operation and management, and use of capital and assets of the enterprise abroad in compliance with the law of the host country or territory, ensuring strict management and preventing losses.
4. Issue regulations on the operation of the enterprise capital representative.
5. The Members’ Council or the President of the company shall manage and operate the enterprise in compliance with the law and decisions of the state ownership representative body.
6. The Members’ Council or the President of the company shall be responsible before the Government, the Prime Minister, and the state ownership representative body for management, preservation, and development of enterprise capital and shall:
a) Forecast, warn, and promptly report to the state ownership representative body when the enterprise faces risks of losses, insolvency, failure to complete assigned tasks, or issues seriously affecting investment activities and other violations;
b) Annually report on implementation progress of ongoing overseas investment projects; report on the effectiveness of operating overseas investment projects.
7. Members of the Members’ Council and the President of the company shall not continue as direct state ownership representatives if they no longer meet statutory standards, fail to fulfill their assigned duties and powers, are assessed as not completing their tasks, or if there are abnormal signs in enterprise operations that may adversely affect the enterprise’s legitimate interests.
8. The Members’ Council, President of the company shall be liable before the law for violations causing loss of capital and assets of the enterprise.
9. Exercise other rights and responsibilities as prescribed in this Law, the law on enterprises, Government regulations, the company’s charter, and other relevant laws.
10. The Members’ Council, President of the company shall delegate to the General Director or Director the authority to decide matters within their competence as prescribed in the company’s charter or the enterprise’s financial regulations.
Article 37. Standards of state capital representatives and enterprise capital representatives
1. Must be a Vietnamese citizen residing permanently in Vietnam.
2. Must have full active legal capacity.
3. Must possess professional capacity, qualifications, and work experience suitable for the requirements of the position and title appointed or assigned as representative.
4. Must not be under prohibition from holding office, under disciplinary review, investigation, prosecution, trial, serving imprisonment, or undergoing disciplinary enforcement.
5. Must not be the spouse, biological father, biological mother, adoptive father, adoptive mother, father-in-law, mother-in-law, father of spouse, mother of spouse, stepfather, stepmother, biological child, adopted child, son-in-law, daughter-in-law, biological brother, biological sister, biological younger sibling, brother-in-law, sister-in-law, elder brother-in-law, younger brother-in-law, elder sister-in-law, younger sister-in-law of any of the following persons:
a) Head or deputy head of the state ownership representative body;
b) President, member of the Members’ Council;
c) President, member of the Board of Directors;
d) President of the company;
dd) General Director, Director;
e) Controller;
g) Chief Accountant.
6. Must not have been dismissed from the position of President or member of the Members’ Council; President or member of the Board of Directors; President of the company; or General Director, Director of state-capitalized enterprises.
7. Other standards and conditions as provided in the company’s charter and other relevant laws.
Article 38. Appointment of state capital representatives and enterprise capital representatives
Based on the standards prescribed in Article 37 of this Law, the state ownership representative body and enterprises with more than 50% state capital shall select and appoint state capital representatives and enterprise capital representatives. The appointment shall comply with the law on enterprises and the following regulations:
1. A full-time representative of state capital and a full-time representative of enterprise capital shall only be permitted to work on a full-time basis at one enterprise;
2. Part-time state capital representatives may act as state capital representatives in no more than 3 enterprises, provided that the number of part-time representatives in one enterprise shall not exceed 30% of the number of members of the Members’ Council or Board of Directors.
Part-time enterprise capital representatives may serve as representatives in one or several other enterprises as prescribed in the company’s charter.
Article 39. Rights and responsibilities of state capital representatives
1. Exercise their rights and responsibilities honestly, prudently, and in the best manner to ensure the maximum legitimate interests of the State and enterprises; shall not abuse their position or use information, know-how, business opportunities, or assets of the enterprise for personal gain or to serve the interests of other organizations or individuals.
2. Promptly report and seek opinions from the state ownership representative body before giving opinions, voting, or deciding at the General Meeting of Shareholders, meetings of the Members’ Council, or Board of Directors in accordance with Section 2 Chapter III of this Law.
3. Be responsible before the state ownership representative body for the exercise of rights and responsibilities as state capital representatives under this Law and the regulations on the activities of state capital representatives in enterprises, including the formulation of development strategies, annual business plans, and profit distribution plans of enterprises. Promptly report to the state ownership representative body if state-capitalized enterprises incur losses, face insolvency, encounter serious issues affecting operations, violations, or are proposed for dissolution or at risk of bankruptcy.
4. Give warnings and promptly report to the representative agency of the owner, and propose appropriate intervention measures when the state-capitalized enterprise is exposed to risks or dangers that may lead to capital loss, business losses, insolvency, other matters seriously affecting the enterprise’s operations, other violations, and when the enterprise is proposed for dissolution or faces the risk of bankruptcy.
5. Submit periodic, ad-hoc, and requested reports to the state ownership representative body on the situation of investment and management of state capital in enterprises.
6. Be liable before the law for violations of the law in managing and investing state capital in enterprises.
7. Exercise other rights and responsibilities under the company’s charter, the law on enterprises, regulations on the activities of state capital representatives issued by the state ownership representative body, and other relevant laws.
8. Shall not continue as state capital representatives if they no longer meet the standards or fail to properly perform assigned rights and responsibilities, or are assessed by the state ownership representative body as failing to fulfill their tasks.
Article 40. Rights and responsibilities of enterprise capital representatives
1. Report and seek opinions of the appointing enterprise before giving opinions, voting, or deciding at the General Meeting of Shareholders, meetings of the Members’ Council, or Board of Directors on matters requiring opinions under the law on enterprises, the company’s charter, and the regulations on the activities of enterprise capital representatives.
2. Promptly report if the joint-stock company or limited liability company incurs losses, faces insolvency, fails to fulfill assigned tasks, encounters serious issues affecting operations, or commits other violations.
3. Submit periodic, ad-hoc, and requested reports to the appointing enterprise on the business and financial situation of the company and propose solutions.
4. Be responsible before the appointing enterprise for exercising the rights and responsibilities of enterprise capital representatives under this Law and the regulations on the activities of enterprise capital representatives issued by the appointing enterprise.
5. Be liable before the law for violations causing losses of the appointing enterprise’s capital.
6. Exercise other rights and responsibilities as prescribed in the law on enterprises, the company’s charter, and other relevant laws.
7. Shall not continue as enterprise capital representatives if they no longer meet the standards or fail to properly perform assigned rights and responsibilities.
Article 41. Salaries, remuneration, bonuses, and other benefits of state capital representatives
1. Full-time state capital representatives shall receive salaries, bonuses, and other benefits paid by the enterprise.
2. Part-time state capital representatives shall receive salaries, bonuses, and other benefits as follows:
a) Remuneration paid by the enterprise (if any);
b) Salaries, bonuses, and other benefits paid by the state ownership representative body.
3. The Government shall elaborate this Article.
Article 42. Controllers at enterprises wholly owned by the State and Controllers of enterprises with more than 50% to less than 100% state ownership
1. Controllers at enterprises wholly owned by the State shall be appointed, reappointed, dismissed, or removed by the state ownership representative body.
2. The election, appointment, dismissal, or removal of Controllers of enterprises with more than 50% to less than 100% state ownership shall comply with the law on enterprises.
3. Standards, conditions, working regimes, rights, and responsibilities of Controllers shall comply with the law on enterprises, other relevant laws, and the regulations on the activities of Controllers issued by the state ownership representative body.
SUPERVISION, INSPECTION, EXAMINATION, AND ASSESSMENT OF THE EFFECTIVENESS OF STATE CAPITAL MANAGEMENT AND INVESTMENT IN ENTERPRISES
Section 1. SUPERVISION, INSPECTION, AND EXAMINATION OF STATE CAPITAL MANAGEMENT AND INVESTMENT IN ENTERPRISES
Article 43. Supervision, inspection, and examination contents of state capital investment in enterprises
1. Issuance and implementation of policies and laws on state capital investment in enterprises.
2. Compliance with principles and scope of state capital investment in enterprises as prescribed in this Law.
3. Levels and sources of state capital investment in enterprises.
4. Decisions on investment policies and decisions on state capital investment in enterprises.
5. Economic efficiency; social efficiency; results of performance of political tasks assigned by competent authorities; results of performance of national defense and security tasks of state capital investment in enterprises.
6. Performance of rights and responsibilities of the state ownership representative body in state capital investment in enterprises.
Article 44. Supervision, inspection, and examination contents of state capital management in enterprises
1. Supervision, inspection, and examination contents of state capital management in enterprises include:
a) Issuance and implementation of policies and laws on state capital management in enterprises;
b) Performance of rights and responsibilities of the state ownership representative body;
c) Assignment of indicators to evaluate enterprises wholly owned by the State; direction of state capital representatives to participate in opinions, voting, and decisions at the General Meeting of Shareholders, meetings of the Members’ Council, Board of Directors on the annual business plan of enterprises with more than 50% to less than 100% state ownership;
d) Implementation of development strategies and annual business plans of enterprises; performance of public-utility product and service supply tasks ordered or assigned by the State; performance of political tasks assigned by competent authorities and defense and security tasks;
dd) Mobilization and use of borrowed capital, lending, leasing, hire-purchase, mortgaging, pledging, purchasing, selling fixed assets, management of receivables and payables, preservation and development of enterprise capital;
e) Issuance of financial regulations, internal regulations, and other regulations of enterprises;
g) Investment activities of enterprises;
h) Transfer of investment projects, transfer of investment capital, distribution of profits, and dividends earned from enterprises’ investment activities;
i) Management of capital invested by enterprises in joint-stock companies and limited liability companies;
k) Recruitment, appointment, reappointment, acceptance of resignation, dismissal, commendation, discipline, termination of lease contracts of enterprise managers, Controllers, and appointment of state capital representatives;
l) Implementation of salary, remuneration, bonus regimes, and other benefits of enterprises;
m) Fulfillment of obligations to the state budget, distribution of after-tax profits, appropriation, and use of enterprises’ funds.
2. Supervision and inspection contents of state capital restructuring in enterprises include:
a) Issuance of policies and laws on state capital restructuring in enterprises;
b) Performance of rights and responsibilities of the state ownership representative body and state capital representatives in restructuring state capital in enterprises;
c) Development and implementation of state capital restructuring in enterprises.
Article 45. Supervision by the National Assembly
1. The National Assembly, the Standing Committee of the National Assembly, the Ethnic Council, Committees of the National Assembly, delegations of National Assembly deputies, and National Assembly deputies shall supervise the management and investment of state capital in enterprises in accordance with the law on supervisory activities of the National Assembly.
2. The National Assembly shall review the Government’s report at the year-end session of the National Assembly on the situation of management and investment of state capital in enterprises nationwide in the previous year.
Article 46. Supervision, inspection, and examination by the Government
1. Within their tasks and powers, the Government and the Prime Minister shall direct the supervision, inspection, and examination of the following activities:
a) Formulation, issuance, and implementation of policies and laws on state capital management and investment in enterprises;
b) Performance of rights and responsibilities of the state ownership representative body;
c) State capital investment in enterprises, state capital management in enterprises, and state capital restructuring in enterprises.
2. The Government shall assign the Ministry of Finance, ministries, and ministerial-level agencies to supervise and inspect state capital management and investment in enterprises.
3. Inspection of state capital management and investment in enterprises shall comply with the Law on Inspection.
Article 47. Supervision and inspection by the state ownership representative body
1. The state ownership representative body shall supervise and inspect the following activities:
a) State capital management and investment in enterprises; efficiency of business operations; preservation and development of state capital in enterprises;
b) Performance of rights and responsibilities of the Members’ Council, Board of Directors, Controllers, and state capital representatives;
c) Transfer, recovery of capital, profits, dividends distributed at joint-stock companies and limited liability companies;
d) Implementation of recommendations and warnings of regulatory agencies, inspection agencies, audit agencies, and the state ownership representative body regarding state capital management and investment in enterprises.
2. Based on the results of supervision and inspection prescribed in Clause 1 of this Article, the state ownership representative body shall:
a) Warn and promptly handle issues detected during supervision and inspection;
b) Require full and timely implementation of recommendations and warnings of regulatory agencies, inspection agencies, and audit agencies regarding state capital management and investment in enterprises;
c) Handle or propose handling within its competence for direct state ownership representatives and other managers under the company’s charter, Controllers, and state capital representatives who commit violations in state capital management and investment in enterprises;
d) Annually consolidate and send to the Ministry of Finance the results of supervision and inspection of state capital management and investment in enterprises under its management.
Article 48. Internal supervision of enterprises
1. Enterprises shall internally supervise the following contents:
a) Efficiency of business operations, preservation, and development of state capital in enterprises;
b) Performance of rights and responsibilities of the Members’ Council, Board of Directors, President of the company, Controllers, state capital representatives, and enterprise capital representatives;
c) Investment, transfer of investment capital, distribution of profits and dividends at joint-stock companies and limited liability companies;
d) Other matters as requested by the state ownership representative body.
2. The Members’ Council, President of the company, and Board of Directors shall promptly take measures to prevent risks to capital and asset management of enterprises according to internal supervision results; fully and timely implement recommendations and warnings of supervisory, inspection, examination, and audit bodies.
The Members’ Council, President of the company, Board of Directors, and state capital representatives shall be accountable for state capital management and investment in enterprises at the request of supervisory, inspection, examination, audit bodies, the state ownership representative body, and other competent authorities; and shall be legally responsible for the accuracy and truthfulness of the information and documents provided.
Section 2. ASSESSMENT OF ENTERPRISES, DIRECT STATE OWNERSHIP REPRESENTATIVES, STATE CAPITAL REPRESENTATIVES, AND CONTROLLERS
Article 50. Assignment of indicators for assessment of enterprises wholly owned by the State
1. Annually, at the same time as the formulation of the state budget estimates, the state ownership representative body shall assign certain indicative indicators as a basis for enterprises to prepare their business plans for the following year.
2. Before March 31 of the implementation year, the state ownership representative body shall review and assign certain basic indicators for enterprise assessment in accordance with Government regulations.
3. Assignment of indicators shall be based on the following:
a) Annual macroeconomic development indicators, sectoral development strategies and indicators, business sector strategies, and enterprise development strategies;
b) Results of business operations of the preceding year and results of business operations up to the time of indicator assignment;
c) Tasks assigned by competent authorities in the year of indicator assignment.
4. The Government shall elaborate this Article.
Article 51. Assessment and classification of enterprises wholly owned by the State
1. Assessment and classification of enterprises shall be based on:
a) The extent of fulfillment of tasks and key indicators annually assigned by the state ownership representative body;
b) Performance of public-utility product and service supply tasks assigned or ordered by the State; performance of political tasks assigned by competent authorities; defense and security tasks;
c) Overall efficiency of enterprises, excluding impacts from the performance of political tasks assigned by competent authorities, defense and security tasks, non-profit tasks, testing of new technology products and services, new business models, and impacts of objective factors.
2. Enterprises shall prepare enterprise assessment and classification reports and submit them to the state ownership representative body for decisions on assessment and classification.
3. The Government shall elaborate this Article.
Article 52. Assessment of performance of enterprises with more than 50% to less than 100% state ownership
The state ownership representative body shall assess the performance of enterprises with more than 50% to less than 100% state ownership based on the implementation of plans approved by the General Meeting of Shareholders and the Members’ Council, and as prescribed in Points b and c, Clause 1, Article 51 of this Law.
Article 53. Assessment of direct state ownership representatives, state capital representatives, and Controllers
1. Assessment of direct state ownership representatives shall be based on:
a) Results of enterprise assessment and classification;
b) Compliance with policies and laws of the enterprise;
c) Compliance with policies and laws on state capital management and investment in enterprises by the direct state ownership representative.
2. Assessment of state capital representatives shall be based on:
a) Results of enterprise performance assessment;
b) Compliance with policies and laws on state capital management and investment in enterprises by state capital representatives.
3. Assessment of Controllers shall be based on the classification results of enterprises and the performance of rights and responsibilities of Controllers
4. Assessment results of direct state ownership representatives, state capital representatives, and Controllers in enterprises shall serve as a basis for consideration of appointment, assignment, nomination, employment, reappointment, acceptance of resignation, release from office, dismissal, termination of contracts, commendation, and discipline in accordance with regulations.
5. State capital representatives and Controllers shall prepare annual assessment reports on the prescribed contents of the previous year and submit them to the state ownership representative body for decisions on assessment and classification.
6. The Government shall elaborate this Article.
REPORTING AND DISCLOSURE OF INFORMATION
Article 54. Reporting on enterprise operations
1. Enterprises with more than 50% state ownership shall report to the state ownership representative body on the following:
a) Development strategies and annual business plans of enterprises;
b) Resolutions and decisions of the Members’ Council, General Meeting of Shareholders, Board of Directors;
c) Quarterly implementation results, including investment projects and progress of investment projects of enterprises;
d) Reports on state capital management and investment in enterprises;
dd) Reporting contents to the state ownership representative body as prescribed in this Law;
e) Issues arising that affect the business results of enterprises;
g) Internal supervision results.
2. The Members’ Council, President and members of the Members’ Council, or the President of the company, Board of Directors, President and members of the Board of Directors of enterprises with more than 50% state ownership shall be responsible for the accuracy and truthfulness of the reporting contents prescribed in Clause 1 of this Article.
3. State capital representatives at joint-stock companies and limited liability companies with two or more members, in which the State holds 50% or less of charter capital, shall report to the state ownership representative body on state capital management and investment in enterprises as prescribed in Point d, Clause 1 of this Article. State capital representatives shall be responsible for the accuracy and truthfulness of reporting contents.
4. The state ownership representative body shall consolidate and prepare reports on state capital management and investment in enterprises under its management and submit them to the Ministry of Finance before June 30 annually.
5. The Ministry of Finance shall consolidate and prepare national reports on state capital management and investment in enterprises, submit them to the Government for review and approval, and report to the National Assembly at the year-end session.
6. The Government shall elaborate this Article.
Article 55. Disclosure of information on enterprise operations
1. Enterprises with more than 50% state ownership shall disclose periodic and extraordinary information in accordance with the law on enterprises.
Enterprises with more than 50% state ownership under the Ministry of National Defense and the Ministry of Public Security as the state ownership representative body shall disclose information in accordance with Government regulations.
2. The state ownership representative body shall publicly and promptly post on its electronic portal information on the operations of enterprises under its management.
3. The Ministry of Finance shall publicly and promptly post on its electronic portal the Government’s report on state capital management and investment in enterprises nationwide after the Government reports to the National Assembly.
4. The Government shall elaborate this Article.
Article 56. Management and investment of capital in enterprises of political organizations, the Vietnam Fatherland Front, and its member organizations
1. Political organizations, the Vietnam Fatherland Front, and its member organizations shall apply the provisions of this Law to manage and invest their capital in enterprises.
2. The Government shall elaborate this Article.
Article 57. Investment, support, and management of state capital in the Vietnam Cooperative Bank
Investment, support, and management of state capital in the Vietnam Cooperative Bank shall comply with the Law on Credit Institutions and provisions of this Law applicable to credit institutions with more than 50% state ownership.
1. This Law shall come into force on August 1, 2025.
2. Distribution of profits of state-capitalized enterprises for the 2025 fiscal year shall be carried out in accordance with this Law.
3. The Law on Management and Use of State Capital Invested in Production and Business in Enterprises No. 69/2014/QH13, amended by Law No. 35/2018/QH14 (hereinafter referred to as Law No. 69/2014/QH13), shall cease to have effect from the effective date of this Law, except as provided in Article 59 of this Law.
Article 59. Transitional provisions
1. From the effective date of this Law, enterprises with more than 50% state ownership shall review and issue, or request competent authorities to issue, amended charters, financial regulations, and internal regulations to ensure compliance with this Law. Issuance must be completed before December 31, 2026.
Pending issuance of amended charters, financial regulations, and internal regulations, enterprises may continue applying existing charters and regulations provided they are not contrary to this Law, and may apply more favorable provisions under this Law and documents on elaboration and guidance of this Law.
2. Business strategies of enterprises decided by competent authorities under Law No. 69/2014/QH13 shall continue to be implemented until new development strategies are issued under this Law.
3. With respect to schemes or plans on state capital investment approved or decided before the effective date of this Law, including: state capital investment schemes to establish enterprises wholly owned by the State; plans for additional charter capital investment in existing enterprises wholly owned by the State; plans for additional state capital investment in joint-stock companies and limited liability companies with two or more members; plans for state capital investment to acquire part or all of an enterprise; capital mobilization plans, investment projects, acquisition or sale of fixed assets, projects outside the enterprise, and overseas investment projects of enterprises wholly owned by the State; schemes or plans for state capital restructuring in enterprises, and other relevant contents approved or decided in accordance with procedures, competence, and regulations of Law No. 69/2014/QH13 and its guiding documents, enterprises may choose to continue implementing approved schemes, plans, or projects, or revise and supplement them for implementation under this Law.
4. Agreements signed between enterprises and strategic shareholders before the effective date of this Law containing provisions inconsistent with this Law, which remain unfulfilled as of the effective date, may continue to be performed until the expiry of the agreement. From the effective date of this Law, amendments or supplements to such agreements on matters governed by this Law must comply with this Law.
5. Loan agreements signed before the effective date of this Law and not yet completed shall continue to be performed until expiry. From the effective date of this Law, amendments or supplements to such loan agreements on matters governed by this Law must comply with this Law. The Members’ Council or President of the company shall be responsible for the signed agreements, recovery of loan capital, and preservation and development of enterprise capital in accordance with this Law.
6. Assessment and classification of enterprises; assessment of direct state ownership representatives, state capital representatives, and Controllers for fiscal years up to and including 2025 shall be conducted in accordance with Law No. 69/2014/QH13 and its guiding documents.
7. During the implementation of restructuring plans approved by competent authorities, state-owned enterprises converted from enterprises wholly owned by the State into joint-stock companies that are listed or registered for trading on stock exchanges, but do not yet meet public company shareholder structure conditions under the law on securities No. 54/2019/QH14, amended in part by Law No. 56/2024/QH15, shall not lose their public company status.
8. Within 1 year from the effective date of this Law, the state ownership representative body shall be responsible for reassessing the charter capital of enterprises wholly owned by the State under its management in accordance with Government regulations.
9. The Government’s report on state capital investment, management, and use in enterprises nationwide for 2024 shall be prepared in accordance with Law No. 69/2014/QH13.
This Law was adopted by the National Assembly of the Socialist Republic of Viet Nam, Legislature XV, at its 9th Session, on 14 June 2025.
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PRESIDENT OF THE NATIONAL ASSEMBLY Tran Thanh Man |
