Decision No. 13/2025/QĐ-TTg Amending and Supplementing Certain Provisions of Decision No. 22/2021/QĐ-TTg dated July 2, 2021 of the Government on Criteria for Classifying State-Owned Enterprises and Enterprises with State Capital Undergoing Ownership Transformation, Restructuring, and Divestiture during the Period 2021-2025.

Pursuant to …;

Amending and supplementing certain Articles of Decision No. 22/2021/QĐ-TTg
dated July 2, 2021 of the Prime Minister on Criteria for Classifying State-Owned Enterprises and Enterprises with State Capital for Ownership Transformation, Restructuring, and Divestment during the Period 2021-2025
Law on the Organization of the Government
Law on the Organization of Local Authorities

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On the basis of Enterprise Lawdated February 18, 2025;Law on Management and Use of State Capital for Production and Business at EnterprisesFebruary 19, 2025;

Pursuant toPursuant to Decision No.June 17, 2020;

Pursuant todated July 2, 2021 of the Prime Minister on Criteria for Classifying State-Owned Enterprises and Enterprises with State Capital for Ownership Transformation, Restructuring, and Divestment during the Period 2021-2025;November 26, 2014;

The Prime Minister issues this Decision amending and supplementing certain Articles of Decision No.22/2021/QĐ-TTg dated July 2, 2021 of the Prime Minister on Criteria for Classifying State-Owned Enterprises and Enterprises with State Capital for Ownership Transformation, Restructuring, and Divestment during the Period 2021-2025

At the proposal of the Minister of Finance;

Article 1. Amending and supplementing certain Articles of Decision No. 22/2021/QĐ-TTg dated July 2, 2021 of the Prime Minister on Criteria for Classifying State-Owned Enterprises and Enterprises with State Capital for Ownership Transformation, Restructuring, and Divestment during the Period 2021-2025 22/2021/QĐ-TTg"Article 1. Scope of Regulation This Decision stipulates the Criteria for Classifying State-Owned Enterprises and Enterprises with State Capital for Ownership Transformation, Restructuring, and Divestment during the Period 2021-2025 (hereinafter referred to as the Classification Criteria) as the basis for reviewing the Plan to Maintain One-Member Limited Liability Companies, Ownership Transformation (including forms such as shareholding reform, selling the entire enterprise, converting into a limited liability company with two or more members), Restructuring (including forms such as merger, consolidation, division, spin-off, dissolution, bankruptcy), and Divestment of State-Owned Enterprises and Enterprises with State Capital during the Period 2021-2025 (hereinafter collectively referred to as the Plan for Restructuring Enterprises during the Period 2021-2025).

Agricultural and Forestry Enterprises; Enterprises directly serving national defense and security and enterprises combining economic activities with national defense and security; Vietnam National Capital Investment Corporation, Vietnam Asset Management Company, Vietnam Stock Exchange, Vietnam Securities Depository and Central Counterparty Corporation shall implement restructuring according to other regulations of the Government and the Prime Minister."

1. Amend and supplement Article 1 as follows:

"3. The representative body of the owner has the responsibility to implement the Plan for Restructuring Enterprises during the Period 2021-2025 approved by the Prime Minister.

4. The representative body of the owner has the responsibility to propose and send to the Ministry of Finance for consolidation and reporting to the Prime Minister for consideration and decision by administrative document; or consider and decide within its authority regarding ownership transformation, restructuring, and divestment of enterprises that differ from the provisions of this Decision as follows:

a) For State-Owned Enterprises and Enterprises with State Capital:

4. Supplementing Clause 6 after Clause 5 of Article 4 as follows:

The representative body of the owner proposes and sends to the Ministry of Finance for consolidation and reporting to the Prime Minister for consideration and approval not to follow this Decision and the proportion of state-owned shares or equity contributions in enterprises when implementing ownership transformation, restructuring, and divestment.

b) For Enterprises with equity contributions from the Parent Company approved by the Prime Minister for restructuring plans:

The representative body of the owner reviews and provides opinions, sends to the Ministry of Finance for consolidation and reporting to the Prime Minister for consideration and approval that enterprises with equity contributions from the Parent Company will not be restructured according to Clause 1 and Clause 2 of Article 5 of this Decision and the proportion of Parent Company's shares or equity contributions held in these enterprises when implementing shareholding reform and divestment.

c) For Enterprises with equity contributions from the Parent Company in the parent-subsidiary model not covered by point b of this clause and Enterprises with equity contributions from Enterprises holding over 50% of the charter capital or total voting shares:

The representative body of the owner reviews and provides opinions, sends to the Ministry of Finance for consolidation and reporting to the Prime Minister for consideration and approval that enterprises with equity contributions from the Parent Company and Enterprises with equity contributions from Enterprises holding over 50% of the charter capital or total voting shares will not be restructured according to point a of Clause 1 and Clause 2 of Article 5 of this Decision. After obtaining permission from the Prime Minister, the representative body of the owner approves or provides consent for the state capital representative at the enterprise to participate in providing opinions, voting, and deciding at the Shareholders' Meeting of the Parent Company regarding the approval of the proportion of Parent Company's shares or equity contributions and Enterprises holding over 50% of the charter capital or total voting shares held in these enterprises when implementing ownership transformation, restructuring, and divestment.

The representative body of the owner reviews and decides on enterprises with equity contributions from the Parent Company and Enterprises with equity contributions from Enterprises holding over 50% of the charter capital or total voting shares not being restructured according to point b of Clause 1 and Clause 2 of Article 5 of this Decision and approves or provides consent for the state capital representative at the enterprise to participate in providing opinions, voting, and deciding at the Shareholders' Meeting of the Parent Company regarding the approval of the proportion of Parent Company's shares or equity contributions and Enterprises holding over 50% of the charter capital or total voting shares held in these enterprises when implementing ownership transformation, restructuring, and divestment.”

c) For enterprises with capital contributions from the Parent Company in the parent-subsidiary company model not falling under the provisions of point b of this clause and enterprises with capital contributions from state-owned enterprises holding more than 50% of the charter capital or the total number of voting shares:

The representative body of the owner shall examine, review, and provide opinions to be submitted to the Ministry of Finance for consolidation and reporting to the Prime Minister for consideration and approval regarding enterprises with capital contributions from the Parent Company and enterprises with capital contributions from state-owned enterprises holding more than 50% of the charter capital or the total number of voting shares that do not implement restructuring according to point a of Clause 1, Clause 2 of Article 5 of this Decision. After being approved by the Prime Minister, the representative body of the owner shall approve or provide consent for the state capital representative at the enterprise to participate in opinions, voting, and decision-making at the Shareholders' Meeting of the Parent Company regarding the approval of the shareholding ratio and capital contribution ratio of the Parent Company and state-owned enterprises holding more than 50% of the charter capital or the total number of voting shares holding in these enterprises when implementing ownership conversion, restructuring, and divestment.

The representative body of the owner shall examine, review, and decide on enterprises with capital contributions from the Parent Company and enterprises with capital contributions from state-owned enterprises holding more than 50% of the charter capital or the total number of voting shares that do not implement restructuring according to point b of Clause 1, Clause 2 of Article 5 of this Decision, and approve or provide consent for the state capital representative at the enterprise to participate in opinions, voting, and decision-making at the Shareholders' Meeting of the Parent Company regarding the approval of the shareholding ratio and capital contribution ratio of the Parent Company and state-owned enterprises holding more than 50% of the charter capital or the total number of voting shares holding in these enterprises when implementing ownership conversion, restructuring, and divestment.”

Article 2. Supplementing, replacing, and abolishing certain provisions of Decision No. 22/2021/QĐ-TTg dated July 2, 2021 of the Government on Criteria for Classifying State-Owned Enterprises and Enterprises with State Capital Undergoing Ownership Transformation, Restructuring, and Divestment during the Period 2021-2025.

1. Supplementing and replacing certain phrases in the following articles, clauses, and points:

a) Replacing the phrase "decision" with the phrase "proposal" in Point b Clause 1 Article 5;

b) Replacing the phrase "at Points a, b Clause 1" with the phrase "at Points a, b, c Clause 1" in Clause 2 Article 5.

2. Supplementing Point c Clause 1 Article 5 as follows:

"c) The parent company proposes to hold up to 50% of the charter capital or not hold shares, contribution capital for enterprises not falling under the cases stipulated in Points a, b Clause 1 Article 5 of this Decision, in accordance with the actual operation of the enterprise."

3. Replacing the phrase "Ministry of Planning and Investment" with the phrase "Ministry of Finance" in Clause 1 Article 4 and Article 6.

4. Removing the phrase "Ministry of Planning and Investment" in Point a Clause 1 Article 7.

This Circular takes effect from December 25, 2025/.

Ministers, Heads of ministerial-level agencies, Heads of government-affiliated agencies, Chairpersons of provincial People's Committees, and state-owned enterprises, representatives of state capital shall be responsible for implementing this Decision.

Article 4. Implementation provisions

1. This Decision shall take effect from July 1, 2025.

2. For enterprises that have been approved by competent authorities for restructuring plans and state-owned enterprise restructuring plans and enterprises with state capital for the period 2022-2025, continue to implement according to the approved plans.

3. For enterprises that have not yet been approved by competent authorities for restructuring plans and state-owned enterprise restructuring plans and enterprises with state capital for the period 2022-2025, the agency representing the owner shall review these regulations to complete the plans and submit them to competent authorities for consideration and approval. /