Consolidated Document number 16/VBHN-BNNPTNT on the reorganization, reform, and development to improve the efficiency of agricultural and forestry companies' operations

DECREE

Regarding the restructuring, reform, development, and enhancement of the operational efficiency of agricultural and forestry companies

Decree No. 118/2014/ND-CP dated December 17, 2014, of the Government on the restructuring, reform, development, and enhancement of the operational efficiency of agricultural and forestry companies took effect from February 1, 2015, and was amended and supplemented by:

Decree No. 04/2024/ND-CP dated January 12, 2024, of the Government amending and supplementing certain articles of Decree No. 118/2014/ND-CP dated December 17, 2014, of the Government on the restructuring, reform, development, and enhancement of the operational efficiency of agricultural and forestry companies, which came into force on March 1, 2024.

Pursuant to the Law on Government Organization dated June 19, 2015;

Pursuant to the Law on Legislative Documents dated June 22, 2015;

At the proposal of the Minister of Agriculture and Rural Development;

The Government issued the Decree on the restructuring, reform, development, and enhancement of the operational efficiency of agricultural and forestry companies.[1]

Chapter I. GENERAL PROVISIONS

Article 1. Scope of Regulation and Applicability

Thông tư này quy định chi tiết khoản 4 Điều 38 Luật Thủy sản số 18/2017/QH14 đã được sửa đổi, bổ sung tại điểm c khoản 21 Điều 14 Luật số 146/2025/QH15.

This Decree stipulates the restructuring, reform of organizational structure, management mechanisms, and policies for agricultural and forestry companies.

Thông tư này áp dụng đối với tổ chức, cá nhân có liên quan đến hoạt động kinh doanh đối tượng thủy sản nuôi chủ lực trên lãnh thổ Việt Nam.

a) State-owned agricultural and forestry limited liability companies with 100% state capital (hereinafter referred to collectively as agricultural and forestry companies) that have been converted according to Decree No. 170/2004/ND-CP dated September 22, 2004, of the Government on the restructuring, reform, and development of state-owned agricultural farms; Decree No. 200/2004/ND-CP dated December 3, 2004, of the Government on the restructuring, reform, and development of state-owned forestry farms; and Decree No. 25/2010/ND-CP dated March 19, 2010, of the Government on the conversion of state-owned enterprises into single-member limited liability companies and the organization of management of single-member limited liability companies owned by the state.

b) Organizations and individuals related to the restructuring, reform, development, and enhancement of the operational efficiency of agricultural and forestry companies.

Article 2. Interpretation of Terms

In this Decree, the following terms are understood as follows:

1. Blank leasing refers to the situation where agricultural and forestry companies lease land to households or individuals without investment, failing to comply with the provisions of the land lease contract as stipulated by the law on land leasing, while the lessee invests, organizes production, markets products, and must deliver products or pay money to the company.

2.[2] (Repealed)

3.[3] (Repealed)

Article 3. Principles of the restructuring, reform, development, and enhancement of the operational efficiency of agricultural and forestry companies

1. The restructuring and reform of agricultural and forestry companies must be consistent with the policy and direction for enhancing the operational efficiency of state-owned enterprises, linked to the restructuring of the agricultural sector and the economy, ensuring national defense and security.

2. The restructuring and reform of agricultural and forestry companies aim to clearly define land users and forest owners, manage land use strictly, enhance the efficiency of land use, protect and develop forests and forest resources.

3. Agricultural and forestry companies primarily engaged in business operations shall fully switch to market-based accounting and implement shareholding; agricultural and forestry companies mainly engaged in public services shall operate under the government's procurement system and plan allocation.

4. Create fundamental changes in the organizational management and corporate governance methods; align with processing industries and markets along the value chain of goods.

5. Generate additional jobs and income for people in the area; ensure harmonious interests between the state, companies, and workers.

Chapter II. RESTRUCTURING AND REFORM OF AGRICULTURAL COMPANIES

Article 4. Maintaining, consolidating, and developing state-owned agricultural companies holding 100% of charter capital

Maintaining, consolidating, developing, and restructuring state-owned agricultural companies holding 100% of charter capital, including agricultural companies located in strategic areas, border regions, remote areas, and mountainous regions, in conjunction with national defense and security tasks.

Article 5. Converting state-owned agricultural companies holding 100% of charter capital into joint-stock companies

1.[4] Converting state-owned agricultural companies holding 100% of charter capital into joint-stock companies, where the State holds controlling shares of over 50% of the charter capital for agricultural companies with land usage plans of 500 hectares or more.

2. Converting state-owned agricultural companies holding 100% of charter capital into joint-stock companies, where the State does not hold controlling shares or does not hold shares for agricultural companies not falling under the provisions of Clause 1 of this Article.

Article 6.[5] Converting state-owned agricultural companies holding 100% of charter capital into limited liability companies with two or more members.

1. State-owned agricultural companies holding 100% of charter capital may be converted into limited liability companies with two or more members when meeting the following conditions:

a) Having production and processing plans applying high technology, meeting domestic and international market demands according to the following criteria:

- Applying high technologies listed in the priority investment development catalog under the laws on high technology for agricultural product production;

- Implementing environmentally friendly measures and energy-saving practices in production and management of agricultural product quality to meet Vietnamese technical standards and regulations; in cases where there are no Vietnamese standards and regulations, applying international specialized organization standards;

b) Remaining state capital after financial treatment and revaluation of enterprise value.

2. Forms of conversion and state control rights

a) Form of conversion: Selling part of the existing state capital at a limited liability company with one member owned by the State holding 100% of the charter capital to investors and converting it into a limited liability company with two or more members in accordance with Clause 2 of Article 33 of Decree No. 23/2022/NĐ-CP dated April 5, 2022 of the Government on establishment, restructuring, ownership transfer, and transfer of representative ownership rights at enterprises wholly owned by the State (hereinafter referred to as Decree No. 23/2022/NĐ-CP).

b) State control rights: The State holds controlling equity in agricultural companies with land usage plans of 500 hectares or more.

3. Selected investors must meet the following conditions:

a) Having legal entity status as prescribed by law;

b) Having minimum net assets twice the amount of the charter capital of the plan to establish a limited liability company with two or more members;

c) Having positive business results for the last three years up to the time of registration to participate in capital contribution or purchase of state shares;

d) Committing in writing when registering to become a member of a limited liability company with two or more members, including the following contents:

- Maintaining the main business activities of the enterprise for at least three years from the date the limited liability company with two or more members first obtains a Business Registration Certificate under the Enterprise Law;

- Not transferring equity shares within five years from the date the limited liability company with two or more members first obtains a Business Registration Certificate under the Enterprise Law;

- Plans to support the enterprise after establishing a limited liability company with two or more members in terms of new technology transfer, human resource training, financial capacity enhancement, corporate governance improvement, raw material supply, and market development for products;

- Obligations to compensate for breaches of commitments signed, with compensation amounts determined based on actual losses and the State's right to dispose of all investor equity when violating commitments;

- Other commitments (if any).

Commitments at point d of this clause are part of the mandatory content of the share transfer contract.

4. Principles of conversion, content of the conversion plan, responsibilities for implementing conversion, management, and use of proceeds from converting state-owned forestry companies into limited liability companies with two or more members shall be carried out in accordance with Articles 34, 35, 36, and 38 of Decree No. 23/2022/NĐ-CP.

Article 7. Dissolution of Agricultural Companies

An agricultural company shall be dissolved in any of the following cases:

1. The company incurs losses for three consecutive years due to subjective reasons of the company and has accumulated losses equal to or more than 3/4 of the state capital at the company.

2. The company leases land but cannot manage the land and products on an area accounting for 3/4 or more of the total area of land allocated or leased to the company.

3. The scale of area is less than 500 hectares, scattered, and inefficient in production and business operations. In cases where the scale of area is less than 500 hectares, contiguous, concentrated, and efficient in production and business operations, the competent authority shall retain the company upon consideration by the relevant authority with jurisdiction.

Chapter III. REORGANIZATION OF FORESTRY COMPANIES

Article 8. Maintaining, Consolidating, and Developing State-Owned Forestry Companies Holding 100% of Charter Capital

1. Maintain, consolidate, develop, and restructure forestry companies with an area of productive forest being natural forests of rich and medium quality accounting for 70% or more of the allocated or leased land area, which have been approved by the competent state authority for sustainable forest management plans and have obtained international certification for sustainable forest management, to carry out production and business activities after approval by the Prime Minister.

2. Maintain, consolidate, develop, and restructure forestry companies with an area of productive forest being natural forests not yet approved by the competent state authority for sustainable forest management plans and not yet certified internationally for sustainable forest management, protective forests, and special-use forests accounting for 70% or more of the allocated or leased land area to perform production and supply of public goods and services.

3. Convert state-owned forestry companies holding 100% of charter capital with concentrated protective forest areas accounting for 70% or more of the allocated or leased land area into management boards for protective forests operating under the mechanism of public service units with revenue. Management, protection, and development of protective forests shall be carried out in accordance with the Regulations on Protective Forest Management.

Article 9. Conversion of State-Owned Forestry Companies Holding 100% of Charter Capital into Joint Stock CompaniesChapter

1.[6] Convert state-owned forestry companies holding 100% of charter capital into joint stock companies; the state holds controlling shares of over 50% of the charter capital for forestry companies with land use plans of 1,000 hectares or more.

2. Convert state-owned forestry companies holding 100% of charter capital into joint stock companies, the state does not hold controlling shares or does not hold shares for forestry companies not falling within the scope specified in Clause 1 of this Article.

Article 10.[7] Convert state-owned forestry companies holding 100% of charter capital into limited liability companies with two or more members

1. State-owned forestry companies holding 100% of charter capital may be converted into limited liability companies with two or more members when meeting the following conditions:

a) Having production and processing plans applying high technology, meeting domestic and international market demands according to the following criteria:

- Applying high technologies listed in the priority investment development catalog under the laws on high technology for agricultural product production;

- Applying environmentally friendly measures and energy-saving methods in production and managing the quality of agricultural products to meet Vietnamese technical standards and regulations; in cases where there are no Vietnamese technical standards and regulations, applying international standards of specialized organizations.

b) Remaining state capital after financial treatment and revaluation of enterprise value.

2. Forms of conversion and state control rights

a) Form of conversion: Selling part of the existing state capital in a wholly state-owned limited liability company to investors and converting it into a limited liability company with two or more members in accordance with Clause 2 of Article 33 of Decree No. 23/2022/NĐ-CP.

b) State's controlling interest: The state holds a controlling stake in forestry companies with land use plans of 1,000 hectares or more.

3. Selected investors must meet the following conditions:

a) Having legal entity status as prescribed by law;

b) Having minimum net assets twice the amount of the charter capital of the plan to establish a limited liability company with two or more members;

c) Having positive business results for the last three years up to the time of registration to participate in capital contribution or purchase of state shares;

d) Committing in writing when registering to become a member of a limited liability company with two or more members, including the following contents:

- Maintaining the main business activities of the enterprise for at least three years from the date the limited liability company with two or more members first obtains a Business Registration Certificate under the Enterprise Law;

- Not transferring equity shares within five years from the date the limited liability company with two or more members first obtains a Business Registration Certificate under the Enterprise Law;

- Plans to support the enterprise after establishing a limited liability company with two or more members in terms of new technology transfer, human resource training, financial capacity enhancement, corporate governance improvement, raw material supply, and market development for products;

- Obligations to compensate for breaches of commitments signed, with compensation amounts determined based on actual losses and the State's right to dispose of all investor equity when violating commitments;

- Other commitments (if any).

Commitments at point d of this clause are part of the mandatory content of the share transfer contract.

4. Principles of conversion, contents of the conversion plan, responsibilities for implementing the conversion, management, and use of proceeds from the conversion of wholly state-owned forestry companies into limited liability companies with two or more members shall be implemented in accordance with Articles 34, 35, 36, and 38 of Decree No. 23/2022/NĐ-CP.

Article 11. Dissolution of Forestry Companies

A forestry company shall be dissolved in any of the following cases:

1. The company incurs losses for three consecutive years due to subjective reasons of the company and has accumulated losses equal to or more than 3/4 of the state capital at the company.

2. The company leases land but cannot manage the land and products on an area accounting for 3/4 or more of the total area of land allocated or leased to the company.

3. The area scale is less than 1,000 hectares, scattered, and has poor business efficiency. In the case where the area scale is less than 1,000 hectares, contiguous, concentrated, and has effective business operations, the competent authority shall consider and submit to the competent authority for decision to retain it.

Chapter IV. MECHANISMS AND POLICIES FOR REORGANIZATION, REFORM, AND DEVELOPMENT OF AGRICULTURAL AND FORESTRY COMPANIES

Article 12. Reviewing Functions and Tasks of Agricultural and Forestry Companies

1. Continue reviewing and supplementing the functions and tasks of agricultural and forestry companies, clearly defining the main production and business sectors, supplementary production and business sectors, and business services supporting main production and business activities.

Develop plans to reorganize companies towards focusing on their main production and business sectors, linking the development of raw material regions with production, processing, and consumption markets, forming an integrated agricultural, forestry, and industrial production and business model, increasing the value of products per unit area of production, and improving the living standards of the people.

2. For forestry companies that have both natural production forests, planted production forests, protective forests, and special-use forests, each type occupying less than 70% of the allocated or leased land area, the determination of the main production and business sector or the production and supply of public goods and services shall be considered and selected by the competent authority and submitted to the competent authority for decision.

Article 13. Surveying, Measuring, and Mapping; Establishing, Adjusting, and Approving Land Use Plans

1. Agricultural and forestry companies shall conduct surveys of current land use regarding location, management and usage boundaries, land area currently used for intended purposes; land area used for unintended purposes; unused land area; land area under lease, rental, loan, encroachment, joint venture, cooperation, investment, and disputes.

2. Based on the reorganization, reform, and development plan for agricultural and forestry companies approved by the competent authority; local land use planning, and the current status of land use, the company proposes a land use plan. The content of the land use plan must reflect the location and usage boundaries of the land; the area of land proposed to retain for use according to each type of land, form of land use, duration of land use, and area of land handed over to the locality.

For agricultural companies growing short-cycle cash crops, annual crops, livestock breeding, poultry farming, aquaculture, seed companies for agricultural crops, livestock, and aquatic species, they should retain a reasonable portion of land for seed production, demonstration model construction, technology transfer, and processing facility establishment.

For agricultural and forestry companies that have already conducted surveys, measurements, and land leasing, continue to review and adjust the land use plan in accordance with local land use planning and plans.

3. Agricultural and forestry companies report to the Natural Resources and Environment Authority for appraisal of the land use plan before submitting to the Provincial People's Committee for approval.

4. The Provincial People's Committee considers and approves the land use plan of agricultural and forestry companies in the locality; directs the specific delineation and marking of land use boundaries according to the approved plan.

Article 14. Allocation and Leasing of Land

1. The State allocates land without collecting land use fees to agricultural and forestry companies for protective forest land, special-use forest land, and natural production forest land.

2. The State leases land to agricultural and forestry companies for agricultural and forestry production land not covered by the provisions of Clause 1 of this Article.

3. Exemption and reduction of land lease fees shall be implemented in accordance with laws on land and investment.

Article 15. Recovery and Transfer of Land to Localities

1. Land to be recovered from agricultural and forestry companies and transferred back to localities includes: land of dissolved companies; land due to reduced tasks and no longer needed; unused land, land leased out but not utilized, land used for purposes other than intended; land that has been transferred; land sold as orchards; infrastructure land not serving production; residential land according to approved local planning, and other types of land required to be recovered under land laws. Agricultural and forestry companies with land to be recovered must transfer all relevant files on the recovered land to the People's Committee of the province where the land is located.

2. Land recovery as stipulated in Clause 1 of this Article shall be prioritized and handled as follows:

a) Ethnic minority groups in localities without land or insufficient land for production, and individuals directly leasing land for production shall be allocated land or allowed to lease land.

b) Households and individuals currently using land may continue to use it through land allocation without land use fees or land leasing.

c) The area of land allocated without land use fees to households and individuals as provided in Points a and b of Clause 2 of this Article shall not exceed the average level of land use by households in the locality. Any excess above the average must be converted to land leasing.

d) Assets on the land shall be assessed at market value and in accordance with legal regulations on asset valuation at the time of allocation or leasing to recover the state capital or remaining capital of investors. The recipient of the transfer (organization, household, individual) must pay within one year from the date of transfer. For poor households as defined by law, exemptions and reductions will be considered based on the remaining state capital.

Article 16. Land Currently Leased or Lent; Land Under Occupation, Dispute; Joint Venture, Cooperative Investment Land

1. For land currently leased or lent by companies to organizations or individuals, leasing and lending must be terminated and handled as follows:

a) For land leased or lent to organizations included in the company’s land use plan, recovery shall occur, and the company shall pay the value of gardens, planted forests, and assets on the land (if any) to the investing organization.

b) For land leased or lent to households or individuals for proper use in accordance with the company’s land use plan, it shall be converted to land leasing contracts with the company. If conversion to leasing is not possible, recovery and payment for assets on the land shall be made to the households or individuals.

c) For land leased or lent by the company to organizations or individuals not in accordance with the company’s land use plan, it shall be transferred to the locality for consideration and resolution as provided in Clause 2 of Article 15 of this Decree.

2. For land occupied by households or individuals:

a) Areas of land cultivated by households or individuals and included in the company’s land use plan shall be considered and accepted for land leasing contracts. If not accepted for leasing contracts with the company, recovery shall be conducted in accordance with land laws.

b) Areas of land cultivated by households or individuals, if the company no longer needs them and they do not affect the company’s land use plan, shall be transferred to the locality for consideration and resolution as provided in Clause 2 of Article 15 of this Decree.

c) Areas of land occupied illegally and transferred improperly shall be recovered and transferred to the locality for consideration and resolution as provided in Clause 2 of Article 15 of this Decree.

3. For land in dispute:

a) Areas of land in dispute between the company and households or individuals engaged in stable agricultural production, not affecting the company’s land use plan, shall be transferred to the locality for consideration and resolution as provided in Clause 2 of Article 15 of this Decree.

b) Areas of land in dispute between the company and households or individuals engaged in stable production, but included in the company’s land use plan, the company shall consider signing land leasing contracts with households or individuals. If leasing is not implemented, recovery shall be conducted in accordance with land laws.

c) Areas of land in dispute between the company and other organizations, the provincial People's Committee shall be responsible for resolving disputes based on the company’s land use plan and the functions and responsibilities of the organizations. The company shall recover the land for production and business or transfer it to the locality for resolution, allowing the organization to lease or allocate land in accordance with land laws.

4. In cases where the company has contributed land value to form joint ventures, cooperative investments, or cooperative investments resulting in new businesses using land effectively and for the intended purpose, the contributed area shall be separated from the company’s land and converted to leasing. If used improperly, recovery shall occur and the land shall be transferred to the locality for management and use in accordance with land laws.

Article 17. Residential land and household economic land

1. In cases where the area of land allocated by agricultural and forestry companies to households and individuals who are current employees, retirees, or those who have left their jobs according to regulations to build houses, gardens, and ponds attached to houses within residential areas before July 1, 2004, which have been confirmed by the People's Committee of communes, wards, or towns where the land is located as being stably used without disputes over land rights and in accordance with local land use planning, shall be granted certificates of land use rights, ownership of houses, and other assets attached to the land in accordance with Clause 5 and Clause 6 of Article 103 of the Land Law.

2. In cases where agricultural and forestry companies are dissolved, the People's Committee of districts, cities under provinces, or towns shall develop plans to reassign residential land areas into residential zones for approval by the provincial People's Committee.

Article 18. Management and utilization mechanisms for forests

1. For production forests that are natural forests with high and medium reserves: Implement management and business operations according to sustainable forest management plans that have received international forest certification for sustainable forest management after being approved by the Prime Minister.

2. For production forests that are natural but have not yet been approved for sustainable forest management plans and have not yet received international forest certification for sustainable forest management, or natural forests with low reserves that can recover during the period they are not harvested: Carry out public service tasks through orders, annual plans, or include them in the company's production and business costs.

3. For production forests that are depleted natural forests with no recovery potential: Develop projects to improve and plant new forests or more efficient industrial trees. Forest improvement projects must be approved by competent authorities based on criteria for classifying depleted natural forests that closely match reality.

4. For protective and special-use forest areas within the company's boundaries: The State ensures funding to protect and develop forests through orders, plans, or include them in the company's production and business costs.

5. For production forests that are planted within the company's boundaries: Implement protection and development of forests according to the management regulations for production forests, and production and business activities shall be carried out according to market mechanisms.

6. The State invests in developing planted forests on areas designated as protective and special-use forests. Establish valuation of production forests that are planted as a basis for capital allocation, implementing shareholding, joint ventures, partnerships, and collateral loans.

Article 19. Finance

1. The State guarantees sufficient charter capital for agricultural and forestry companies that continue to be maintained, consolidated, and developed by the State holding 100% of the charter capital. The adjusted level of charter capital is determined by adding the approved charter capital to a maximum of 50% of the total investment and circulating capital needs for production and business activities according to the investment development plan and production and business plan for five years or within the industry development plan approved by competent authorities and guaranteed for at least three years from the year the charter capital adjustment decision is made.

5 years or within the industry development plan approved by competent authorities and guaranteed for at least three years from the year the charter capital adjustment decision is made.

Supplementing the remaining portion of the charter capital after approval by competent authorities shall be implemented in accordance with the Government's regulations on state investment in enterprises and financial management for enterprises held 100% by the State.

2. The State guarantees sufficient capital contributions in joint-stock companies where the State holds controlling shares according to the plan approved by the competent authority. Investment increases in State capital shall be carried out in accordance with the Government's regulations on state investment in enterprises and financial management for enterprises held 100% by the State.

The conversion of agricultural and forestry companies from single-member limited liability companies to multi-member limited liability companies shall be carried out in accordance with the Government's regulations on transferring state capital.

3. Costs for surveying, demarcation, setting boundary markers, preparing cadastral maps, and issuing land use right certificates for agricultural and forestry companies shall be covered by local budgets; the central budget will provide support to localities facing budget difficulties.

In cases where agricultural and forestry companies advance funds to carry out surveys, demarcations, and issuance of land use right certificates, and such advances are approved by competent authorities, the State budget will reimburse these amounts; if agricultural and forestry companies convert to joint-stock companies, these amounts will be deducted from proceeds from the privatization process.

4.[8] Continue to transfer infrastructure (roads, power systems, irrigation works, and other welfare facilities) of agricultural and forestry companies to local management. In special cases (kindergartens, health centers) that need to be retained to serve the production and business activities of the company, revenues collected by these facilities and expenditures for their operations (including depreciation expenses) shall be considered as business income, expenses, and other items for tax purposes in accordance with the Corporate Income Tax Law.

5. Conduct reviews and statistics of capital and assets, outstanding debts of each unit; settle all accounts receivable, bad debts, and liabilities due to objective reasons, including debts that cannot be paid when government programs and projects were implemented through former agricultural and forestry farms but are now inherited by agricultural and forestry companies; assets remaining on transferred land. For missing assets and bad debts due to objective reasons after compensation from insurance (if applicable) and provisions from the company, any shortfall will reduce state capital.

6. Revenue from the sale of timber harvested from natural forests, planted forests, income from payments for forest environmental services, and other sources of production and business operations shall be used to pay reasonable expenses, invest in forest development, fulfill financial obligations to the State, and establish company funds in accordance with the provisions of the law.

7. Establish a provision for risk related to production forests that are planted forests in cases of damage due to natural disasters, fires, or diseases. This risk provision shall be recorded as part of the operating costs in the annual report at the time of preparing the financial statements of forestry and agricultural companies, ensuring that the company has financial resources to offset potential losses.

8.[9] Transfer land and assets on the land to local management.

a) Transfer land and assets on the land to local authorities:

- Transfer the original land management files and assets on the land according to the inventory data at the time of transfer;

- Enterprises transfer assets on the land in their original condition when transferring to local authorities;

b) Principles for determining the value of assets on the reclaimed land area when the locality transfers or leases the land to organizations, households, or individuals:

- When transferring land for lease to organizations, households, or individuals for the reclaimed area, the People's Committee of the province shall instruct relevant agencies to recover the investment capital of the forestry and agricultural company for the assets on this land area to settle with the forestry and agricultural company;

- The value of assets on the land is determined based on the market price at the time of transfer as the basis for recovering the state's invested capital;

- For assets formed from state budget capital, increase the capital for the receiving party and decrease the capital for the transferring party when the receiving party is an organization or enterprise. In cases where the receiving party is not an organization or enterprise, the locality receiving the transfer must hand over the assets to appropriate agencies and units for management and use in accordance with the laws on managing public assets and record the increase in assets according to accounting regulations;

- The difference between the value received and the book value in the forestry and agricultural company's accounting records shall be recorded as an increase or decrease in state capital.

c) The recovery and transfer of land and assets on the land to local management shall be prioritized for resolution as provided in Article 15 of this Decree.

Article 20. Investment

1. The state budget shall invest in the management, protection, and enclosure for the regeneration of special-purpose forests, protective forests; production forests that are natural forests without approved sustainable forest management plans and without international forest certification according to the procurement method and assigned plan.

2. The state budget shall invest in planting special-purpose forests and protective forests based on accurately calculating costs according to economic and technical indicators approved by competent authorities.

3. The state budget shall support investment in purchasing specialized equipment for forest fire prevention and firefighting; constructing forest roads in concentrated raw material areas according to projects approved by competent authorities.

Article 21. Labor

1. Agricultural and forestry companies shall develop labor utilization plans consistent with production and business plans after restructuring and conversion.

2. Resolution of surplus labor issues

a) For employees of agricultural and forestry companies who cannot be reassigned work and lack conditions for retraining to change professions during the process of restructuring and conversion pursuant to this Decree, they shall continue to be resolved according to the surplus labor policy.

b)[10] Source of funds for resolving surplus labor issues

The source of funds for resolving surplus labor issues shall be implemented in accordance with the provisions of Government Decree No. 97/2022/NĐ-CP dated November 29, 2022 on policies for surplus workers when ownership is converted and companies are restructured. In cases where agricultural and forestry companies held 100% by the State implement restructuring through maintenance, consolidation, and development approved by competent authorities, the source of funds for implementing policies for surplus workers shall be carried out in accordance with the provisions of Government Decree No. 148/2021/NĐ-CP dated December 31, 2021 on managing and using revenue from converting ownership of state-owned enterprises and public institutions, revenue from transferring state capital, and excess equity capital exceeding the registered capital at the enterprise.

3. Agricultural and forestry companies have the responsibility to fully and properly implement labor policies, social insurance, unemployment insurance for cadres, workers, and employees.

4. The State budget will provide one-time funding for vocational training for workers currently employed in agricultural and forestry companies located in particularly difficult economic and social areas, border regions, remote areas, ethnic minority areas with few people, who commit to continuing long-term employment with the company after restructuring and modernization if they need to change professions.

5. Workers with long-term stable contracts with the company when transitioning to a joint-stock company may purchase preferential shares like regular employees within the company.

Article 22. Science and Technology

1. The State supports 30% of the total new investment costs to implement experimental production projects; supports 30% of investments for projects of agricultural and forestry companies applying new technologies to crop cultivation, animal husbandry, planting industrial wood forests, large timber, processing agricultural and forestry products; building seed gardens, seedling forests, transferring high-yield and quality crop varieties for production and business. The source of support funds is taken from the Science and Technology Development Fund of ministries, provinces, centrally governed cities, and from the State budget support fund.

2. Participate in programs to convert crop and livestock varieties; transfer technology in mountainous regions; national agricultural and forestry extension programs. Play a core role in forming and implementing production linkage models between farmer households, cooperative groups, cooperatives, enterprises, industry associations, and scientific and technological institutions.

3. Agricultural and forestry companies applying high-tech in agriculture, forestry, processing of agricultural, forestry, and aquatic products, and producing seeds shall enjoy incentives as stipulated in the High-Tech Law of 2008.

Chapter V. IMPLEMENTATION

Article 23. Responsibilities of Central Ministries and Agencies

To take the lead and coordinate with the Ministry of Finance and relevant ministries and sectors to urge, inspect, supervise, and resolve issues arising during the implementation of this Decree.

a) Take the lead and coordinate with the Ministry of Natural Resources and Environment and other relevant ministries and agencies to assist the Government in inspecting, urging, and supervising the implementation of this Decree; compile and report annually to the Government on the results of implementation.

b) Guide agricultural and forestry companies in developing restructuring and reform plans; guide localities and ministries and agencies in formulating comprehensive plans for restructuring and reforming agricultural and forestry companies. Lead the review of comprehensive plans of ministries and agencies and localities.

c) Develop and submit to competent authorities for issuance, or issue within their authority, regulations and guidelines for implementing sustainable forest management standards and forest certification; criteria for rehabilitating depleted forests; amendments and supplements to policies on forest land lease contracts and benefits from forests.

d) Take the lead and coordinate with the Ministry of Finance to guide methods for determining the value of orchards, planted forests, and livestock herds of agricultural and forestry companies; unit prices for production and supply of public goods products and services as the basis for placing orders and assigning plans.

e) Organize training courses to enhance organizational production skills, scientific and technical knowledge, business management, and market access for employees of agricultural and forestry companies.

2. The Ministry of Natural Resources and Environment

Take the lead in guiding the management and use of land when restructuring, reforming, and developing agricultural and forestry companies to improve their operational efficiency:

a) Guide the surveying, mapping, allocation, leasing, and issuing certificates of land use rights for agricultural and forestry companies according to laws on land.

b) Guide the handling of cases violating laws on land management and use.

c) Adjust and supplement methods for determining land rental fees for agricultural and forestry production lands.

3. Ministry of Finance

Develop and promulish or submit to competent authorities for issuance:

a) Special financial mechanisms and policies regarding the restructuring, reforming, and development of agricultural and forestry companies as stipulated at Article 19 of this Decree.

b) Allocate central budget funds to implement the protection and development of protective and special-purpose forests assigned by the State to companies for management, natural production forests without sustainable forest management plans and international forest management certification; funds to support the review, surveying, mapping, and issuing certificates of land use rights for agricultural and forestry companies.

c) Coordinate with the State Bank of Vietnam to handle old loans of agricultural and forestry companies; propose supplements and amendments to mechanisms for handling old debts including principal and interest for agricultural and forestry companies during restructuring.

4. The Ministry of Planning and Investment

a) Guide investment policies, investment support for infrastructure; attract and encourage investment; place orders and assign plans for public tasks for agricultural and forestry companies.

b) Coordinate with the Ministry of Finance to allocate budgets to implement the protection and development of protective and special-purpose forests assigned by the State to companies for management, natural production forests without sustainable forest management plans and international forest management certification; budgets to support the review, surveying, marking boundaries, mapping, and issuing certificates of land use rights for agricultural and forestry companies.

5.[11] (Repealed)

6. The State Bank of Vietnam: Take the lead and coordinate with the Ministry of Finance to guide the handling of old loans of agricultural and forestry companies; propose supplements and amendments to mechanisms for handling old debts including principal and interest for agricultural and forestry companies during restructuring.

7.[12] The provisions on state budget support for agricultural and forestry companies that have ceased operations due to insolvency; additional capital contribution criteria for agricultural and forestry companies that are wholly state-owned limited liability companies, the Ministry of Finance will take the lead and coordinate with the Ministry of Agriculture and Rural Development and relevant ministries and agencies to study and submit to competent authorities for consideration and decision.

Article 24. Responsibilities of the People's Committee at the provincial level

1. Direct subordinate agricultural and forestry companies to develop restructuring and reform plans and comprehensive restructuring and reform plans for subordinate agricultural and forestry companies, submit them to the Ministry of Agriculture and Rural Development for review, submit to the Prime Minister for approval, and organize and direct implementation.

2. Direct the handling of leased, borrowed, encroached, disputed, illegally transferred land areas; decide on land allocation, leasing, recovery, and issuance of land use right certificates for agricultural and forestry companies in the area according to approved land use plans.

3. Guide and inspect the formulation and approval of land use plans for agricultural and forestry companies within their authority; direct, inspect, and supervise implementation.

Article 25. Responsibilities of Groups, Corporations, Agricultural and Forestry Companies

1. Groups, Corporations

a) Direct agricultural and forestry companies under their management to develop plans for restructuring, reforming, and building comprehensive plans for restructuring and reforming such companies to be submitted to the competent ministry and the Ministry of Agriculture and Rural Development for review, then submit to the Prime Minister for approval and organize the implementation.

b) Take the lead and coordinate with authorized agencies at the local level to direct agricultural and forestry companies under their management to review land and complete procedures to submit to the provincial People's Committee for allocation, leasing, and issuing certificates of land use rights to subordinate units.

c) Take the lead and coordinate with authorized agencies at the local level where there are agricultural and forestry companies to guide these companies in developing land use plans to be submitted to the provincial People's Committee for approval.

2. Agricultural and Forestry Companies

a) Develop restructuring and reform plans for their company to be submitted to the provincial People's Committee (for companies under provincial jurisdiction); groups, corporations (for companies directly under groups, corporations) for approval.

b) Coordinate with authorized agencies at the local level to review land and submit to the provincial People's Committee for allocation, leasing, and issuing certificates of land use rights.

c) Coordinate with authorized agencies at the local level to develop land use plans to be submitted to the provincial People's Committee for approval.

Article 26. Handling Certain Issues Arising from the Issuance of the Decree

1. State-owned agricultural and forestry enterprises that have not yet been converted into state-owned limited liability companies shall implement restructuring, reform, and development to improve operational efficiency according to the provisions of this Decree.

2. Agricultural and forestry companies that have been approved by the Prime Minister for restructuring plans and conversion into business forms suitable for one of the restructuring methods stipulated in this Decree shall continue to implement the approved plan.

3.[13] Merger and consolidation of agricultural and forestry companies: State-owned agricultural and forestry companies holding 100% of the charter capital on the same provincial or centrally-administered city territory or having the same owner may be merged or consolidated. The merger and consolidation of agricultural and forestry companies shall be carried out in accordance with Articles 13, 14, 15, 16, 17, 19, and Article 20 of Decree No. 23/2022/NĐ-CP. After merging and consolidating, these companies must continue to restructure, reform, and develop to enhance operational efficiency according to the law.

Chapter VI. IMPLEMENTING PROVISIONS[14]

Article 27. Effective Date

1. This Decree takes effect from February 1, 2015.

2. This Decree replaces Decree No. 170/2004/NĐ-CP dated September 22, 2004 of the Government on restructuring, reforming, and developing state-owned agricultural enterprises; and Decree No. 200/2004/NĐ-CP dated December 3, 2004 of the Government on restructuring, reforming, and developing state-owned forestry enterprises.

Article 28. Responsibility for Implementation

Ministers, Heads of ministerial-level agencies, Heads of government-affiliated agencies, Chairpersons of provincial People's Committees directly under the Central Government shall be responsible for implementing this Decree.

[1] Decree No. 04/2024/NĐ-CP dated January 12, 2024 amending and supplementing certain articles of Decree No. 118/2014/NĐ-CP dated December 17, 2014 of the Government on restructuring, reforming, and developing, enhancing the operational efficiency of agricultural and forestry companies, is based on the following:

Based on the Law on the Organization of the Government dated June 19, 2015; the Law Amending and Supplementing Certain Provisions of the Law on the Organization of the Government and the Law on the Organization of Local Governments dated November 22, 2019; Based on the Land Law dated November 29, 2013;

Based on the Law on Management and Use of State Capital Invested in Production and Business Activities of Enterprises dated November 26, 2014;

Pursuant to the State Budget Law on June 25, 2015;

Pursuant to the Forestry Law dated November 15, 2017;

Pursuant to the Law on Enterprises dated June 17, 2020;

At the request of the Minister of Agriculture and Rural Development,

The Government promulgates the Decree amending and supplementing certain articles of Decree No. 118/2014/NĐ-CP dated December 17, 2014 of the Government on restructuring, reforming, and developing, enhancing the operational efficiency of agricultural and forestry companies.

[2] This Clause is abolished pursuant to Clause 2 of Decree No. 04/2024/NĐ-CP dated January 12, 2024 of the Government on restructuring, reforming, and developing, enhancing the operational efficiency of agricultural and forestry companies, which takes effect from March 1, 2024.

[3] This Clause is abolished pursuant to Clause 2 of Decree No. 04/2024/NĐ-CP dated January 12, 2024 of the Government on restructuring, reforming, and developing, enhancing the operational efficiency of agricultural and forestry companies, which takes effect from March 1, 2024.

[4] This Clause has been amended and supplemented in Clause 1 of Article 1 of Decree No. 04/2024/NĐ-CP dated January 12, 2024 of the Government amending and supplementing certain articles of Decree No. 118/2014/NĐ-CP dated December 17, 2014 of the Government on restructuring, reforming, and developing, enhancing the operational efficiency of agricultural and forestry companies, which takes effect from March 1, 2024.

[5] This provision is amended and supplemented by Clause 2, Article 1 of Decree No. 04/2024/NĐ-CP dated January 12, 2024 of the Government amending and supplementing certain provisions of Decree No. 118/2014/NĐ-CP dated December 17, 2014 of the Government on restructuring, reforming, developing, and improving the efficiency of agricultural and forestry companies, which takes effect from March 1, 2024.

[6] This clause is amended and supplemented by Clause 3, Article 1 of Decree No. 04/2024/NĐ-CP dated January 12, 2024 of the Government amending and supplementing certain provisions of Decree No. 118/2014/NĐ-CP dated December 17, 2014 of the Government on restructuring, reforming, developing, and improving the efficiency of agricultural and forestry companies, which takes effect from March 1, 2024.

[7] This provision is amended and supplemented by Clause 4, Article 1 of Decree No. 04/2024/NĐ-CP dated January 12, 2024 of the Government amending and supplementing certain provisions of Decree No. 118/2014/NĐ-CP dated December 17, 2014 of the Government on restructuring, reforming, developing, and improving the efficiency of agricultural and forestry companies, which takes effect from March 1, 2024.

[8] This clause is amended and supplemented by Point a, Clause 5, Article 1 of Decree No. 04/2024/NĐ-CP dated January 12, 2024 of the Government amending and supplementing certain provisions of Decree No. 118/2014/NĐ-CP dated December 17, 2014 of the Government on restructuring, reforming, developing, and improving the efficiency of agricultural and forestry companies, which takes effect from March 1, 2024.

[9] This clause is supplemented by Point b, Clause 5, Article 1 of Decree No. 04/2024/NĐ-CP dated January 12, 2024 of the Government amending and supplementing certain provisions of Decree No. 118/2014/NĐ-CP dated December 17, 2014 of the Government on restructuring, reforming, developing, and improving the efficiency of agricultural and forestry companies, which takes effect from March 1, 2024.

[10] This point is amended and supplemented by Clause 6, Article 1 of Decree No. 04/2024/NĐ-CP dated January 12, 2024 of the Government amending and supplementing certain provisions of Decree No. 118/2014/NĐ-CP dated December 17, 2014 of the Government on restructuring, reforming, developing, and improving the efficiency of agricultural and forestry companies, which takes effect from March 1, 2024.

[11] This Clause is abolished pursuant to Clause 2 of Decree No. 04/2024/NĐ-CP dated January 12, 2024 of the Government on restructuring, reforming, and developing, enhancing the operational efficiency of agricultural and forestry companies, which takes effect from March 1, 2024.

[12] This clause is supplemented by Clause 7, Article 1 of Decree No. 04/2024/NĐ-CP dated January 12, 2024 of the Government amending and supplementing certain provisions of Decree No. 118/2014/NĐ-CP dated December 17, 2014 of the Government on restructuring, reforming, developing, and improving the efficiency of agricultural and forestry companies, which takes effect from March 1, 2024.

[13] This clause is supplemented by Clause 8, Article 1 of Decree No. 04/2024/NĐ-CP dated January 12, 2024 of the Government amending and supplementing certain provisions of Decree No. 118/2014/NĐ-CP dated December 17, 2014 of the Government on restructuring, reforming, developing, and improving the efficiency of agricultural and forestry companies, which takes effect from March 1, 2024.

[14] Article 3 of Decree No. 04/2024/NĐ-CP dated January 12, 2024 of the Government on restructuring, reforming, developing, and improving the efficiency of agricultural and forestry companies takes effect from March 1, 2024 and provides as follows:

Article 3. Effectiveness

1. This Decree takes effect from March 1, 2024.

2. Transitional provisions:

a) Agricultural and forestry companies that have completed restructuring and reform but still operate inefficiently and need to be restructured and reformed again shall implement according to the provisions of Decree No. 118/2014/NĐ-CP dated December 17, 2014 of the Government on restructuring, reforming, developing, and improving the efficiency of agricultural and forestry companies and the provisions of this Decree.

b) For agricultural and forestry companies that have not completed restructuring and reform before the effective date of this Decree, if their restructuring and reform plans approved by the Prime Minister comply with the provisions of this Decree, they shall continue to implement according to the approved plan.

3. In cases where the legal normative documents cited in this Decree are amended, supplemented, or replaced by other documents, the amended, supplemented, or replacing documents shall apply.