Circular 103/2026/TT-BTC of the Ministry of Finance

 

 

CIRCULAR

Guidelines on the equitization of state-owned enterprises holding 100% of charter capital

100% of charter capital

 

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

Pursuant to the Enterprise Law No. 59/2020/QH14; amended and supplemented by the Law Amending and Supplementing Certain Provisions of the Public Investment Law, the Public-Private Partnership Investment Law, the Investment Law, the Housing Law, the Bidding Law, the Electricity Law, the Enterprise Law, the Special Consumption Tax Law, and the Civil Enforcement Law No. 03/2022/QH15; the Law Amending and Supplementing Certain Provisions of the Enterprise Law No. 76/2025/QH15;

Pursuant to the Government Decree No. 29/2025/NĐ-CP dated February 24, 2025, stipulating the functions, tasks, powers, and organizational structure of the Ministry of Finance; amended and supplemented by the Government Decree No. 166/2025/NĐ-CP;

Pursuant to the Government Decree No. 57/2026/NĐ-CP dated February 12, 2026, on restructuring state capital at enterprises;

At the proposal of the Director of the State-Owned Enterprise Development Department;

The Minister of Finance issues this Circular guiding on the equitization of state-owned enterprises holding 100% of charter capital.

Article 1. Scope of Regulation

This Circular guides on the equitization of state-owned enterprises holding 100% of charter capital as prescribed in points d, e, and f Clause 3 Article 8, Clause 1 Article 13, Clause 1 Article 14, Article 15, Article 17, Article 18, Clause 1 and Clause 2 Article 20, points b and c Clause 2 Article 23, Article 24, Clause 1 Article 29, Clause 2 Article 33, Clause 1 Article 35, Article 36, Article 37, Article 39, points c, d, f Clause 1 and Clause 2 Article 40, point b Clause 3 Article 48 of the Government Decree No. 57/2026/NĐ-CP dated February 12, 2026, on restructuring state capital at enterprises..

Article 2. Applicability

1. The representative body of the owner.

2. The direct representative of the owner.

3. Enterprises held 100% of charter capital by the state; credit organizations established and organized in the form of a single-member limited liability company held 100% of charter capital by the state according to the laws on credit organizations, except for policy banks.

4. Agencies, organizations, and individuals related to the equitization of state-owned enterprises holding 100% of charter capital.

Article 3. Financial treatment at the time of determining enterprise value

1. Inventory, classification of assets and financial surplus/deficit resolution

The inventory, classification of assets, and financial surplus/deficit resolution shall be carried out in accordance with Article 15 of the Government Decree No. 57/2026/NĐ-CP and the following provisions:

a) The equitized enterprise is responsible for inventorying, classifying assets, sources of funds, and reserves managed and utilized by the enterprise at the time of determining enterprise value; cooperate with the equity advisory organization in the implementation of asset inventorying and classification, including: preparing an inventory list to accurately determine the quantity, actual condition, quality, and book value of existing assets managed and utilized by the enterprise; checking cash balances, reconciling bank account balances; identifying excess or shortage of assets and cash compared to accounting records, analyzing the reasons for excess or shortage and the responsibility of relevant organizations and individuals.

b) Assets inventoried are classified into the following groups:

b1) Assets used in production and business operations, investment; specifying: Investment contributions made through land use rights, money/assets other than land use rights (clearly explaining the plan for handling assets contributed to joint ventures when ending joint ventures with foreign investors); Number of shares received and managed by the equitized enterprise, as reported in the financial statement notes at the time of determining enterprise value; Number of shares/profits that the enterprise will receive after the determination of enterprise value according to the Resolution of the Shareholders' Meeting/Board of Members, notification of the right to receive dividends/shares as additional capital contribution at the time of determining enterprise value.

b2) Unused assets, stagnant assets, assets awaiting liquidation.

b3) Assets formed from the Reward Fund, Welfare Fund (if any).

b4) Leased, borrowed assets, goods and materials held in custody, processed, agency-held, consigned assets, assets contributed to joint ventures, joint operations, and other assets not belonging to the enterprise.

b5) Existing public assets currently managed and utilized by the enterprise include: Public assets transferred by the state to the enterprise for management and included in the state capital component of the enterprise; Public assets transferred by the state to the enterprise for management and not included in the state capital component of the enterprise. Clearly specify public assets that the enterprise will no longer manage and utilize, transferring management and utilization to another entity or disposing of them according to the law. These assets must be decided on the transfer and disposal methods by competent state authorities before organizing the determination of enterprise value.

b6) Assets awaiting decision on disposal by competent authorities.

b7) Assets provided to the enterprise for scientific and technological tasks and innovation and assets resulting from such tasks. These assets shall be handled according to the laws on science, technology, and innovation and other related laws.

b8) Other assets (if any).

c) Based on the results of asset inventory and classification at the time of determining enterprise value, the enterprise analyzes and clarifies the reasons and responsibilities of relevant organizations and individuals for excess and deficient assets, and handles them as follows:

c1) The value of deficient assets after deducting the compensation amount from organizations and individuals (in cases determined to be due to subjective reasons), the enterprise records it in the operating results when preparing the financial report at the time of determining enterprise value.

c2) The value of excess assets that do not need to be returned, the enterprise records it in the operating results when preparing the financial report at the time of determining enterprise value.

d) In case of discovering discrepancies or omissions in the inventory of amounts due to the State budget, the enterprise undergoing shareholding transformation shall be responsible for declaring and paying such amounts into the State budget in accordance with the regulations immediately upon self-discovery or discovery by the competent authority; if discovered after officially transferring to a joint-stock company, the joint-stock company shall be responsible for declaring and paying such amounts into the State budget in accordance with the regulations. The handling of violations shall be carried out in accordance with the laws on tax administration and related laws.

đ) Where state assets are handed over to enterprises for management and use and are included in the state capital component of the enterprise according to the provisions of the law at the time of determining the enterprise's value but have not yet been approved for settlement of investment projects forming such assets, the representative body of the owner must include in the shareholding transformation plan the content of handling when settling the investment project forming such assets upon approval by the competent authority (in cases where the asset value has increased or decreased compared to the value when the State handed it over to the enterprise), ensuring consistency with the form of enterprise shareholding transformation according to the approved plan.

2. Debts receivable and payable

a) The enterprise undergoing shareholding transformation shall reconcile, confirm, and classify debts in accordance with Article 17 and Article 18 of Decree No. 57/2026/NĐ-CP, and prepare a detailed list of each debt receivable and payable for each debtor and creditor at the time of determining the enterprise's value.

b) Debts receivable (excluding outstanding loans from state-owned commercial banks undergoing shareholding transformation) shall be handled in accordance with Article 17 of Decree No. 57/2026/NĐ-CP and Circular No. 48/2019/TT-BTC dated August 8 issued by the Minister of Finance guiding the establishment and handling of provisions for reduction in value of inventory, losses on investments, difficult-to-collect receivables, and product, goods, service, and construction project warranty claims at enterprises and any subsequent amendments, supplements, or replacements (if any).

3. Capital of the enterprise undergoing shareholding transformation invested in other enterprises

a) The enterprise undergoing shareholding transformation shall classify investments in other enterprises (including cases of capital contribution through business cooperation contracts that do not form a legal entity); among which, clearly determine the content of the joint-stock company's inheritance according to Clause 1, Article 20 of Decree No. 57/2026/NĐ-CP or non-inheritance according to Clause 2, Article 20 of Decree No. 57/2026/NĐ-CP; reconcile, confirm dividends and profits distributed from capital contribution activities (with resolutions of the General Shareholders' Meeting, Board of Directors) but actually not received at the time of determining the enterprise's value; determine the number of shares to be received after the time of determining the enterprise's value according to the resolution of the General Shareholders' Meeting, notification of the right to receive dividends distributed in the form of shares up to the time of determining the enterprise's value.

b) In cases where the enterprise undergoing shareholding transformation does not inherit investments in other enterprises, the enterprise undergoing shareholding transformation shall be responsible for reporting to the representative body of the owner the handling plan according to Clause 2, Article 20 of Decree No. 57/2026/NĐ-CP and the following provisions:

b1) Agree with the contributing parties to transfer the invested capital to another state-owned enterprise as the representative according to Section 1, Chapter VII of Decree No. 57/2026/NĐ-CP.

b2) Resell the contributed capital to partners or other investors according to Article 26, Article 27 of Decree No. 366/2025/NĐ-CP dated December 31, 2025 of the Government on the management and investment of state capital in enterprises and Chapter V of Decree No. 57/2026/NĐ-CP.

b3) In cases where the enterprise undergoing shareholding transformation still cannot sell or transfer the investment to another partner by the time of determining the enterprise's value, it must inherit according to Clause 1, Article 20 of Decree No. 57/2026/NĐ-CP.

4. The enterprise undergoing shareholding transformation shall not adjust the figures in accounting books and financial reports at the time of determining the enterprise's value based on the results of revaluation decided and announced by the representative body of the owner in the results of determining the enterprise's value.

Article 4. Financial Settlement at the Time When the Enterprise Completes its Transformation into a Joint Stock Company

The enterprise undergoing joint stock transformation shall carry out financial settlement at the time when it officially transforms into a joint stock company in accordance with the provisions set forth in Article 23 of Decree No. 57/2026/NĐ-CP and the following provisions:

1. For exchange rate differences arising from the revaluation of monetary items denominated in foreign currency at the time of officially transforming into a joint stock company, such revaluation shall be conducted based on comparing with the exchange rate at the closing date for preparing the Financial Statements at the end of the most recent accounting period, without transferring to the operating results of production and business activities. The balance of exchange rate differences at this point shall be transferred to the joint stock company for monitoring and handling in the company's business results according to the accounting regulations during the first accounting period after officially transforming into a joint stock company. Point b Clause 2 Article 23 of Decree No. 57/2026/NĐ-CP, when undergoing shareholding transformation, the enterprise shall revalue monetary items denominated in foreign currencies based on the exchange rate at the balance sheet date of the financial report prepared at the end of the most recent accounting period, without transferring the resulting exchange differences to the operating results of production and business activities; instead, these exchange differences shall be transferred to the joint stock company for monitoring and handling within the enterprise's business results. in accordance with accounting laws during the first accounting period following the formal conversion into a joint stock company.

2. Profit distribution and reserve fund establishment shall be carried out in accordance with the provisions set forth in point c Clause 2 Article 23 of Decree No. 57/2026/NĐ-CP; among which, the Reward Fund and Welfare Fund generated from the valuation date of the enterprise to the date when the enterprise completes its joint stock transformation and receives the Certificate of Registration for a Joint Stock Enterprise for the first time, the enterprise undergoing joint stock transformation shall manage and disburse according to the regulations. The remaining balance (if any) shall be inherited and continued to be used by the joint stock company.

Article 5. Handover between the Enterprise Undergoing Joint Stock Transformation and the Joint Stock Company

1. The handover documents include:

a) Documents determining the value of the enterprise and the decision to announce the enterprise's value.

b) Financial statements prepared at the time of officially transforming into a joint stock company after receiving the approval decision from the representative body of the owner.

c) Report on the settlement of joint stock transformation costs and amounts payable to the state budget; Report on the settlement of support funds for surplus labor.

d) Decision approving the value of the state capital share at the time of transforming into a joint stock company issued by the representative body of the owner.

đ) Report on the status of assets and capital established at the time of obtaining the Certificate of Registration for a Joint Stock Enterprise for the first time.

e) Report on labor conditions.

g) Statistical table on the current land use managed and utilized by the enterprise as stipulated in Clause 5 Article 32 of Decree No. 57/2026/NĐ-CP.

h) Report on the settlement of taxes of the enterprise undergoing joint stock transformation at the time of officially transforming into a joint stock company.

2. Handover components

Based on the result of re-evaluating the value of the state capital share at the time of registering the enterprise by the representative body of the owner, the Steering Committee directs the Working Group and the enterprise to organize the handover between the enterprise undergoing joint stock transformation and the joint stock company with the following handover components:

a) The handing over party includes: Direct representatives of the owner, Supervisory Board members, General Director/Manager, Chief Accountant, Legal Representative, and representatives of the trade union organization of the enterprise undergoing joint stock transformation.

In case the Legal Representative, Chief Accountant is absent due to objective reasons (transfer of work, retirement according to regulations, death), the representative body of the owner/the enterprise undergoing joint stock transformation shall have the responsibility to appoint a legal representative in accordance with the law to carry out the handover.

b) The receiving party includes: Chairman of the Board of Directors, General Director/Manager, Chief Accountant, and representatives of the trade union organization of the joint stock company.

3. The handover must be completed within a maximum of fifteen (15) days from the date of the result of re-evaluating the value of the state capital share at the time of registering the enterprise by the representative body of the owner. The handover must be recorded in a Protocol accompanied by the documents specified in Clause 1 of this Article. The handover Protocol must contain signatures of all parties involved, clearly stating the rights and obligations of each party ensuring compliance with the inheritance principles as stipulated in Article 12 of Decree No. 57/2026/NĐ-CP, and matters requiring further handling after the handover (if any). The handover Protocol shall be sent to relevant parties and submitted to the tax management authority for monitoring and urging the payment of amounts due to the state budget.

Article 6. Determining the Actual Value of the Enterprise

1. The determination of the actual value of the enterprise undergoing shareholding transformation according to Clause 1, Article 26 of Decree No. 57/2026/NĐ-CP shall be based on the market price of assets at the time of determining the enterprise's value. The market price of assets shall be determined in Vietnamese dong according to the list of each asset being monitored in the enterprise's accounting books.

2. For tangible assets:

a) Only revalue those assets that the joint-stock company continues to use.

b) The market price of the asset equals the Original Cost calculated based on the market price at the time of determining the enterprise's value multiplied by the Remaining Quality of the asset at the time of determining the enterprise's value.

c) The Original Cost calculated based on the market price shall be determined as follows:

c1) The price of new similar assets currently bought and sold on the market (including transportation and installation costs if applicable). If it is a special asset not available on the market, the purchase price shall be calculated based on the price of a newly purchased equivalent asset from the same country of production with the same capacity or equivalent features. In cases where there is no equivalent asset, it shall be calculated based on the original cost recorded in the accounting books (including assets invested in or purchased with foreign currency).

c2) For real estate assets: The market price is the basic construction unit price or investment capital for construction as prescribed by the competent authority at the nearest point in time to the time of determining the enterprise's value. In cases where there is no regulation, it shall be calculated based on the book value, taking into account the inflation factor in basic construction.

For newly completed real estate assets within three (03) years before the time of determining the enterprise's value, the value shall be determined based on the final settlement value of the project approved by the competent authority. In cases where the project has been put into use but not yet approved by the competent authority, the temporary value shall be based on the accounting records; after the competent authority approves the final settlement, the enterprise shall adjust its accounting records according to the prescribed regulations.

d) The Remaining Quality of the asset shall be determined as a percentage compared to the quality of newly purchased or newly constructed similar assets, in accordance with state regulations on safety conditions for using and operating assets; ensuring product quality and environmental hygiene as guided by relevant economic and technical ministries. In cases where there is no state regulation, the asset quality shall be determined as follows:

d1) For machinery and equipment; transport means, transmission devices; management tools and other fixed assets, they shall be revalued based on actual conditions but not less than twenty percent of the quality of newly purchased similar assets.

d2) For real estate and architectural assets, they shall not be less than twenty percent of the quality of newly constructed similar assets.

Fixed assets that have fully depreciated and recovered their initial investment; labor tools and management tools that have been fully allocated to business expenses but continue to be used by the joint-stock company shall be revalued at no less than twenty percent of the value of newly purchased assets at the time of determining the enterprise's value.

3. Monetary assets include cash, deposits, and securities (deposit certificates, bills, promissory notes, bonds) of the enterprise and shall be determined as follows:

a) Cash on hand is determined based on the inventory reconciliation report.

b) Deposits shall be determined based on the reconciled balance confirmed with the bank where the enterprise maintains its account.

c) Securities shall be determined based on the transaction price on the market. If there is no transaction, it shall be determined based on the face value of the security plus accrued interest not yet recognized in the enterprise's profit and loss statement up to the time of determining the enterprise's value.

d) Foreign currency monetary items specified in this clause shall apply the average buying and selling exchange rate of commercial banks where the enterprise regularly conducts transactions at the end of the accounting period for conversion purposes.

4. The value of collateral and short-term and long-term guarantees shall be determined based on the actual balance in the accounting books that has been reconciled and confirmed.

5. For enterprises undergoing shareholding transformation that have not operated for five (05) years up to the time of determining the enterprise's value, when determining the post-tax profit margin on average state capital to calculate the potential development value of the shareholding enterprise according to Clause 2, Article 33 of Decree No. 57/2026/NĐ-CP, it shall be based on the actual number of years of operation.

6The consulting organization determining the enterprise's value must carry out the determination of the enterprise's value according to the asset method prescribed in Section 4, Chapter II of Decree No. 57/2026/NĐ-CP and may choose at least one additional method of determining the enterprise's value according to the laws on pricing and valuation to submit for consideration and decision by the owner's representative agency and publication according to Article 24 of Decree No. 57/2026/NĐ-CP.

Article 7. Time limit for completing the sale of shares

The time limit for completing the sale of shares shall be implemented in accordance with the provisions of Article 39 of Decree No. 57/2026/NĐ-CP. Decree No. 57/2026/NĐ-CP. In cases where the privatization plan is adjusted according to the regulations, the time limit for the enterprise being privatized to complete the sale of shares shall be calculated from the date the decision to adjust the privatization plan is approved by the competent authority.

Article 8. Public auction method

The public auction method shall be implemented in accordance with the provisions of Article 36 of Decree No. 57/2026/NĐ-CP and the following provisions:

1. The number of shares sold through public auction includes:

a) The number of shares sold through public auction to the public according to the approved privatization plan.

b) The additional number of shares included in the number of shares sold through public auction to the public, including the number of shares that employees and grassroots trade unions at the enterprise refuse to purchase according to Clause 1, Article 38 of Decree No. 57/2026/NĐ-CP and the remaining shares (the difference between the number of shares planned to be sold to strategic investors according to the approved privatization plan and the number of shares registered for purchase by strategic investors) according to Point d and Point e, Clause 3, Article 8 of Decree No. 57/2026/NĐ-CP.

2. The organization implementing the public auction of shares, in accordance with Clause 7, Article 3 of Decree No. 57/2026/NĐ-CP, shall issue a Decision establishing the Auction Committee. The composition of the Auction Committee shall be decided by the organization implementing the public auction of shares; among which, the Chairman of the Auction Committee is the Head of the Privatization Steering Committee or a member of the Privatization Steering Committee authorized in writing by the Head of the Privatization Steering Committee.

3. The organization implementing the public auction of shares shall issue the Auction Regulationand sample related documents to organize the auction.

4. The issuance and content of the Auction Regulation shall be applied in accordance with Point b3, Clause 3, Article 80 of Decree No. 57/2026/NĐ-CP.

5. The content of the announcement of information about the privatized enterprise shall be signed and sealed by the legal representative of the enterprise or a person authorized to perform the rights and obligations of the legal representative of the enterprise, and shall include the following basic contents: a) The value of the enterprise; the assets of the enterprise; the list of parent companies and subsidiaries.

b) The situation and results of business operations in the three consecutive years prior to privatization; the position of the company in the industry, the proposed investment plan and development strategy of the enterprise after privatization.

c) Registered capital and registered capital structure.

d) Expected risks (legal, market, financial, and other risks), plans for using proceeds from privatization.

đ) The person responsible for announcing the information.

6. The Privatization Steering Committee shall cooperate with the organization implementing the public auction of shares to present information about the privatized enterprise to investors before organizing the auction (if necessary).

7. For enterprises selling shares through public auctions at stock exchanges, the announcement of information shall be carried out in accordance with the provisions of Clause 5 of this Article, and the content of the announcement shall also include an English version. After completing the public auction of shares, if the conditions for becoming a publicly traded company are met, the privatized enterprise shall submit an application for registration as a publicly traded company, securities registration, custody, trading, and listing on the securities market in accordance with the laws on securities.

The privatized enterprise must explain and provide information to investors in the privatization plan and the prospectus on state-owned assets entrusted to the enterprise for management (including the state capital component in the enterprise, excluding the state capital component in the enterprise); at the same time, publicly disclose information on the handling of state-owned assets not yet approved for final settlement of investment projects forming assets as stipulated in Point đ, Clause 1, Circular No. 3 when selling shares through public auction for the first time to investors so that investors and the enterprise after conversion are aware and implement according to the approved privatization plan.

8. The enterprise undergoing shareholding transformation must provide explanations and information to investors in the shareholding transformation plan and the prospectus regarding state-owned assets entrusted to the enterprise for management (including the state capital component in the enterprise, excluding the state capital component in the enterprise); simultaneously, it must publicly disclose information on the handling of state assets not yet approved for final settlement of investment projects forming such assets, as stipulated in Point d Clause 1 Article 3 of this Circular, when conducting the initial public auction of enterprise shares to investors, so that investors and post-conversion enterprises can understand and implement according to the approved shareholding transformation plan.

9. Determination of auction results shall be carried out in accordance with the provisions of Points c and d Clause 3 Article 80 of Decree No. 57/2026/NĐ-CP.

Article 9. Direct negotiation method

The direct negotiation method shall be implemented in accordance with the provisions of Article 37 of Decree No. 57/2026/NĐ-CP and the following regulations:

1. Cases for direct negotiation

a) Selling to employees and grassroots trade unions at the enterprise undergoing equitization in accordance with Clause 1, Clause 2, and Clause 3 of Article 43 of Decree No. 57/2026/NĐ-CP.

b) There being only one (01) investor registering to purchase shares in accordance with Clause 4 of Article 38 of Decree No. 57/2026/NĐ-CP. Clause 4 Article 38 of Decree No. 57/2026/NĐ-CP..

c) Selling the remaining number of shares that were not sold in the public auction in accordance with Clause 6 of Article 38 of Decree No. 57/2026/NĐ-CP. Article 38 of Decree No. 57/2026/NĐ-CP.

d) There being only one (01) strategic investor registering to purchase shares in accordance with Point d of Clause 3 of Article 8 of Decree No. 57/2026/NĐ-CP or two (02) strategic investors registering to purchase shares with a quantity equal to or less than the quantity of shares planned to be sold to strategic investors under the approved equitization plan in accordance with Point e of Clause 3 of Article 8 of Decree No. 57/2026/NĐ-CP. Point d Clause 3 Article 8 of Decree No. 57/2026/NĐ-CP or from two strategic investors registering to purchase shares equal to or less than the number of shares planned for sale to strategic investors as specified in Point e Clause 3 Article 8 of Decree No. 57/2026/NĐ-CP.

2. Time limit for direct negotiation

a) In the case of direct negotiation as prescribed in Point a of Clause 1 of this Article, the Equitization Steering Committee directs the equitized enterprise to complete the sale of shares according to the plan within a maximum period of fifteen (15) days from the date the equitization plan is approved.

b) In the case of direct negotiation as prescribed in Point b of Clause 1 of this Article, the Equitization Steering Committee directs the enterprise to negotiate the sale of shares to the investor who has registered to purchase shares and sign a share purchase/sale contract within a maximum period of ten (10) days from the end date of the share purchase registration period under the Auction Sale Regulation.

c) In the case of direct negotiation as provided for in Point c Clause 1 of this Article, The Equitization Steering Committee directs the equitized enterprise to complete the sale of shares and sign a share purchase/sale contract within a maximum period of twenty (20) days from the deadline for payment by participating investors in the public auction sale under the Auction Sale Regulation.

d) In the case of direct negotiation as prescribed in Point d of Clause 1 of this Article, the Equitization Steering Committee directs the enterprise to negotiate the sale of shares to the investor who has registered to purchase shares and sign a share purchase/sale contract within a maximum period of thirty (30) days from the deadline for payment by participating investors in the public auction sale under the Auction Sale Regulation.

Article 10. Auction between Strategic Investors

Auctions between strategic investors shall be carried out in accordance with Point đ of Clause 3 of Article 8 of Decree No. 57/2026/NĐ-CP and the following regulations:

1. The organization conducting the auction of shares issues a Decision establishing the Auction Committee and promulgates the Auction Regulationand related forms to organize the auction between strategic investors in accordance with the contents stipulated in Clause 2, Clause 3, and Clause 4 of Article 8 of this Circular.

2. Time limit for completing the auction not exceeding thirty (30) days from the deadline for payment by participating investors in the public auction sale under the Auction Regulation.

Article 11. Proceeds from Equitization

1. Proceeds from equitization include the following items:

a) Proceeds from selling shares (including deposits and guarantees that are not refundable to investors in accordance with regulations) and accrued interest (if any).

b) The difference in value between the state capital recorded in the accounting books at the time of determining the enterprise's value and the authorized capital determined in the approved equitization plan.

c) The increase in state capital value from the time of determining the enterprise's value to the time of officially becoming a joint-stock company.

d) The amount of profit allocated to the Development Investment Fund in accordance with Clause 6 of Article 23 of Decree No. 57/2026/NĐ-CP.

2. Proceeds from equitization at the time of officially becoming a joint-stock company shall be handled in accordance with the provisions of Clause 2 of Article 40 of Decree No. 57/2026/NĐ-CP; wherein, the amount retained by the joint-stock company corresponding to the additional issued shares in the charter capital structure (denoted as A) shall be determined as follows:

 

Article 12. Responsibilities of the enterprise undergoing share privatization

1. Provide complete and accurate documentation and information about the enterprise (including: the share privatization plan, the draft charter of the joint-stock company) before selling shares in accordance with regulations.

2. Publicize and disclose information about the enterprise's share privatization in accordance with Clause 1, Article 13 of Decree No. 57/2026/NĐ-CP and on the enterprise's electronic portal, while sending it to the state capital representative agency.

3. Sign a contract with the privatization consulting organization selected by the state capital representative agency in accordance with Clause 1, Article 14 of Decree No. 57/2026/NĐ-CP.

Article 13. Implementation Provisions

1. This Circular takes effect from July 17, 2026.

2. This Circular abolishes the following Circulars:

a) Circular No. 32/2021/TT-BTC dated May 17, 2021, issued by the Minister of Finance guiding the initial public offering of shares and the management and use of funds from the privatization of state-owned enterprises and single-member limited liability companies wholly funded by state-owned enterprises converted into joint-stock companies.

b) Circular No. 46/2021/TT-BTC dated June 23, 2021, issued by the Minister of Finance guiding certain aspects regarding financial treatment and determining the value of enterprises when converting state-owned enterprises and single-member limited liability companies wholly funded by state-owned enterprises into joint-stock companies.

c) Circular No. 36/2021/TT-BTC dated May 26, 2021, issued by the Minister of Finance guiding certain aspects concerning state capital investment in enterprises and the management and use of capital and assets in enterprises as stipulated in Decree No. 91/2015/NĐ-CP dated October 13, 2015; Decree No. 32/2018/NĐ-CP dated March 8, 2018; Decree No. 121/2020/NĐ-CP dated October 9, 2020; and Decree No. 140/2020/NĐ-CP dated November 30, 2020 of the Government (except for Article 9).

d) Circular No. 16/2023/TT-BTC dated March 17, 2023, issued by the Minister of Finance amending and supplementing certain articles of Circular No. 36/2021/TT-BTC dated May 26, 2021, issued by the Minister of Finance (except for Clause 4 of Article 1).

đ) Circular No. 21/2019/TT-BTC dated April 11, 2019, issued by the Minister of Finance guiding the initial public offering of shares and the transfer of state capital through book-entry methods.

e) Circular No. 129/2015/TT-BTC dated August 24, 2015, issued by the Minister of Finance guiding the procedures and formalities for financial treatment when establishing new, restructuring, or dissolving single-member limited liability companies owned by the state and single-member limited liability companies that are subsidiaries of single-member limited liability companies owned by the state.

3. Enterprises undergoing share privatization, state capital representative agencies, and related agencies, organizations, and individuals shall be responsible for organizing the implementation of the provisions of this Circular.

4. In cases where the legal normative documents cited in this Circular are amended, supplemented, or replaced, they shall be implemented in accordance with the amended, supplemented, or replacing documents.

5. During the implementation process, if there are any difficulties, please report them to the Ministry of Finance for consideration and resolution./.