Decree No. 187/2026/NĐ-CP Providing Detailed Provisions for Certain Articles of the Enterprise Revival and Bankruptcy Law Concerning Changes in Legal Representatives of State-Owned Enterprises after the Court Accepts a Petition for Applying the Revival Procedure; Operations and Supervision of Enterprises and Cooperatives After a Decision to Initiate Bankruptcy Proceedings

DECREE

Detailed provisions for certain articles of the Law on Revival and Bankruptcy concerning changes in legal representatives of state-owned enterprises after a court accepts an application to apply the revival procedure; operations and supervision of enterprises and cooperatives after a decision to initiate bankruptcy proceedings
Based on Decree No. 63/2025/QH15 on Government Organization;
Based on Decree No. 142/2025/QH15 on Revival and Bankruptcy;
Based on the Enterprise Law No. 59/2020/QH14, amended and supplemented by Decrees Nos. 3/2022/QH15 and 76/2025/QH15;
Based on the Cooperative Law No. 17/2023/QH15;

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

In accordance with the proposal of the Minister of Finance;

The Government promulgates this Decree to provide detailed provisions for certain articles of the Law on Revival and Bankruptcy concerning changes in legal representatives of state-owned enterprises after a court accepts an application to apply the revival procedure; operations and supervision of enterprises and cooperatives after a decision to initiate bankruptcy proceedings.

Article 1. Scope of Application

This Decree provides detailed provisions for paragraphs 2 of Article 30, Articles 42(1), (3) and (4) of the Law on Revival and Bankruptcy concerning the following matters:

1. Changes in legal representatives of state-owned enterprises after a court accepts an application to apply the revival procedure;

2. Changes in legal representatives of enterprises, cooperatives, and cooperative associations after a decision to initiate bankruptcy proceedings is made;

3. Supervision of the operations of enterprises, cooperatives, and cooperative associations after a decision to initiate bankruptcy proceedings is made;

4. Transfer of assets in their entirety or in part; transfer of business segments, business activities; transfer of an enterprise, cooperative, or cooperative association in its entirety or in part after a decision to initiate bankruptcy proceedings is made.

Article 2. Applicability

1. Enterprises are the subjects of revival and bankruptcy proceedings.

2. Cooperatives, cooperative associations (hereinafter referred to as cooperatives) are the subjects of revival and bankruptcy proceedings.

3. Enterprise registration authority.

4. State-owned enterprise capital representative body (hereinafter referred to as state-owned enterprise capital representative).

5. Relevant agencies, organizations, and individuals.

Article 3. Legal representatives of enterprises and cooperatives unable to manage the enterprise or cooperative

A legal representative of an enterprise or cooperative is deemed unable to manage the enterprise or cooperative if any of the following circumstances apply:

1. The legal representative of an enterprise or cooperative has been absent from Vietnam for more than thirty days without authorizing another person to exercise their rights and obligations;

2. The legal representative of an enterprise or cooperative is dead, missing, under criminal investigation, detained, serving a prison sentence, undergoing administrative penalty measures at a compulsory rehabilitation facility, educational rehabilitation facility, has fled from residence, restricted or lacks civil capacity, has difficulty in perception or control of behavior, or has been prohibited by the court from holding office, practicing profession, or engaging in certain activities;

3. The legal representative of a state-owned enterprise is also the direct owner's representative or part-owner's representative who is unable to manage the enterprise according to the assessment of the state-owned enterprise capital representative body based on its functions, duties, and powers as stipulated by the laws governing state capital management in enterprises and the laws governing the management of persons holding positions, representatives of part-owned capital;

4. Other cases determined by the Judge.

1. The legal representative of a business entity or cooperative who is absent from Vietnam for more than thirty days without authorizing another person to perform his rights and obligations;

2. The legal representative of a business entity or cooperative who has died, disappeared, is under criminal investigation, is in custody, is serving a prison sentence, is undergoing administrative measures at a compulsory rehabilitation facility or a mandatory education facility, has absconded from his place of residence, has restricted or lost civil capacity, has difficulties in perception and control of behavior, has been prohibited by the Court from holding office, practicing a profession, or engaging in certain work;

3. The legal representative of a business entity with state capital who is also the direct rights holder or the representative of state shareholding lacks the ability to manage the enterprise according to the assessment by the state-owned assets management agency within its functions, duties, and powers as stipulated in the laws on managing and investing state capital in enterprises and the laws on managing persons holding positions, representatives of state shares;

4. Other cases determined by the Judge;

Article 4. Change of legal representative of state-owned enterprise in accordance with the provisions of Clause 2, Article 30 of the Enterprise Revival and Bankruptcy Law

1. During the supervision of a state-owned enterprise after the Court accepts an application for the commencement of revival proceedings, if it is deemed that the legal representative of the enterprise lacks the ability to manage the enterprise in accordance with Clause 3 of this Decree or the enterprise shows signs of violating Article 31 of the Enterprise Revival and Bankruptcy Law, then the creditor committee; liquidator; asset management and liquidation company; board of directors of a joint-stock company; board of members of a limited liability company with two or more members in accordance with point b, Clause 1, Article 24 of the Enterprise Revival and Bankruptcy Law; the state-owned enterprise representative body may submit a written request to the judge for consideration and decision on selecting another person as the legal representative of the enterprise. In this case, the state-owned enterprise representative body shall submit its opinion in accordance with points a and b of this Clause.

2. Where the state-owned enterprise representative body receives a written request from the judge for comments on the selection of an alternative legal representative (with specific personal proposals) as provided in Clause 2, Article 30 of the Enterprise Revival and Bankruptcy Law, within the time limit specified in the document or within ten days from the date of receipt of the document if no response deadline is requested, based on the provisions of the law governing the management of persons holding positions and representatives of state capital at enterprises and the enterprise's articles of association, the state-owned enterprise representative body shall propose a person to represent state capital in accordance with the following regulations:

a) For an enterprise where the State holds 100% equity, the state-owned enterprise representative body requests the judge to select a legal representative from among the direct state-owned enterprise representatives or proposes another selection based on criteria and conditions as stipulated by the Enterprise Law, laws governing the management of persons holding positions and representatives of state capital at enterprises, and any special criteria and conditions (if applicable);

b) For an enterprise where the State holds less than 100% equity and the current legal representative is a state capital representative at the enterprise, the state-owned enterprise representative body, in accordance with its authority, proposes another selection based on criteria and conditions as stipulated by laws governing the management and investment of state capital at enterprises and regulations concerning the management of persons holding positions and representatives of state capital at enterprises, and any special criteria and conditions (if applicable).

Where the current legal representative is not a state capital representative at the enterprise, based on the actual situation at the enterprise, the state-owned enterprise representative body may, in accordance with its authority, consider submitting an opinion to the judge.

3. If the document requesting as provided in Clause 2 of this Article does not propose specific individuals but requests comments and proposals from the state-owned enterprise representative body, within the time limit specified in the document or within ten days from the date of receipt of the document if no response deadline is requested, the state-owned enterprise representative body shall submit its opinion to the judge in accordance with points a and b of Clause 2 of this Article.

4. Where the judge decides to select another person as the legal representative of the state-owned enterprise without prior request from the state-owned enterprise representative body for comments before making the decision, the state-owned enterprise representative body shall be responsible for implementing the judge's decision.

5. The state-owned enterprise representative body is responsible for managing persons representing state capital at enterprises who have been relieved of their duties as legal representatives in accordance with laws governing the management of persons holding positions and representatives of state capital at enterprises.

6. During the implementation of the revival procedure, if it is deemed necessary after the judge issues a decision to change the legal representative, the state-owned enterprise representative body may, in accordance with its authority, consider implementing the rights of the owner as provided in Clause 2, Article 30 of the Enterprise Revival and Bankruptcy Law.

Article 5. Change of legal representative of enterprise or cooperative according to provisions in Clause 1, Article 42 of the Law on Reorganization and Bankruptcy

1. During the process of supervising the activities of an enterprise or cooperative after a decision to initiate bankruptcy proceedings has been made, if it is deemed that the legal representative of the enterprise or cooperative lacks the ability to manage the enterprise or cooperative according to the provisions in Article 3 of this Decree, or the enterprise or cooperative shows signs of violating the provisions in Clause 2, Article 42 of the Law on Reorganization and Bankruptcy, then the Creditors' Representative Body, Creditor's Meeting, or the Liquidator, managing entity, asset liquidation company, or person specified at points b, c, and d in Clause 2, Article 38 of the Law on Reorganization and Bankruptcy may submit a written request to the Judge for an order changing the legal representative of the enterprise or cooperative.

2. For enterprises with state capital, the procedure for changing the legal representative after a decision to initiate bankruptcy proceedings is carried out in accordance with the provisions in Article 4 of this Decree.

Article 6. Procedure for registration of change of legal representative of enterprise or cooperative according to Judge's decision

The registration of change of legal representative of an enterprise or cooperative according to a Judge's decision shall be conducted in accordance with the procedures and formalities specified in Clause 4, Article 30 of the Enterprise Law and Clause 2, Article 47 of the Cooperative Law as follows:

1. Except where the Judge specifies a different time limit, within fifteen days for enterprises and ten days for cooperatives from the date the Judge issues a decision regarding the change of legal representative of the enterprise or cooperative, the Liquidator or person designated by the Court shall register the change of legal representative with the Enterprise Registration Authority. The application package includes the following documents:

a) A request for registration of change of legal representative in accordance with the form specified in the annex attached to this Decree;

b) A copy of the Judge's decision regarding the change of legal representative of the enterprise or cooperative;

2. Where the database of court judgments is connected and shares information with the National Enterprise Registration Database, the Cooperative Registration Database, the Enterprise Registration Authority, or the authority specified at point a in Clause 3 of this Article shall be responsible for utilizing the information available in the aforementioned databases to replace the documents required under point b in Clause 1 of this Article, except where such information cannot be accessed or is incomplete and inaccurate.

The connection and sharing of information between the database of court judgments and the National Enterprise Registration Database, Cooperative Registration Database shall be carried out according to the schedule announced on the National Enterprise Registration Portal;

3. The registration of change of legal representative of an enterprise or cooperative as provided in Clause 1 of this Article may be conducted through one of the following methods:

a) Directly at the Provincial Administrative Service Center for enterprises, or the Commune Administrative Service Center for cooperatives;

b) Online on the National Public Services Portal;

c) Other procedures specified in Clause 1, Article 26 of the Enterprise Law; Clause 2, Article 41 of the Cooperative Law;

4. Within three working days from the date of receipt of the application package as provided in Clause 1 of this Article, the Enterprise Registration Authority shall be responsible for reviewing and issuing a new Enterprise Registration Certificate or Cooperative Registration Certificate according to the content of the Judge's decision. In case the application is not compliant, the Enterprise Registration Authority shall notify in writing the applicant of the necessary corrections or supplements;

5. Other matters related to the registration of change of legal representative of an enterprise or cooperative that are not specified in Clauses 1, 2, 3 and 4 of this Article shall be conducted in accordance with the provisions of the Enterprise Law, Cooperative Law, Decree No. 168/2025/NĐ-CP dated June 30, 2025 by the Government on enterprise registration, Decree No. 92/2024/NĐ-CP dated July 18, 2024 by the Government on cooperative association, cooperative, and cooperative federation registration, and Decree No. 125/2025/NĐ-CP dated June 11, 2025 by the Government on defining the authority of local government at two levels in the field of financial management and guidelines issued by the Minister of Finance;

6. In cases where an enterprise is established and operates according to provisions of a different law other than the Enterprise Law, the procedures for registration of change of legal representative of the enterprise shall be conducted in accordance with the provisions of that law.

Article 7. Supervision of business and cooperative activities after a decision to initiate bankruptcy proceedings is made in accordance with the provisions of Clause 3, Article 42 of the Law on Revitalization and Bankruptcy

1. After a decision to initiate bankruptcy proceedings has been made, the business or cooperative must report to the liquidator, management company, asset liquidation entity, and creditors' committee before performing activities as specified in Clause 1, Article 32 of the Law on Revitalization and Bankruptcy. The reporting may be done directly or by written communication sent via postal service or electronic means as prescribed.

2. The report from the business or cooperative must specify the content, reasons, measures to ensure implementation, timing of activities, and other relevant basic information concerning the activities specified in Clause 1, Article 32 of the Law on Revitalization and Bankruptcy. Any related documents or records pertaining to the business or cooperative's operations may be attached.

Within three working days from receipt of the report from the business or cooperative, the liquidator, management company, asset liquidation entity shall respond to the business or cooperative regarding whether such activities as specified in Clause 1, Article 32 of the Law on Revitalization and Bankruptcy may be carried out. In case further clarification is needed, the liquidator, management company, or asset liquidation entity may request the business or cooperative to provide explanations or submit relevant documents and records according to their duties and powers as specified in Clause 2, Article 10 of the Law on Revitalization and Bankruptcy.

3. Within three working days from responding to the report from the business or cooperative, the liquidator, management company, asset liquidation entity shall report to the judge regarding the supervision activities of the business or cooperative as specified in Clause 1, Article 32 of the Law on Revitalization and Bankruptcy and the content of their response to the business or cooperative.

Article 8. Concurrent transfer of assets, partial or full transfer of business operations; concurrent transfer of a business entity or cooperative

1. The creditors' meeting shall convene to examine and decide on the concurrent transfer of assets, partial or full transfer of business operations; concurrent transfer of a business entity or cooperative in accordance with the provisions of Clauses 1, 2, 3, 4, 5, 6, and 8 of Article 61 of the Law on Revitalization and Bankruptcy.

2. The resolution of the creditors' meeting regarding the concurrent transfer of assets, partial or full transfer of business operations; concurrent transfer of a business entity or cooperative shall be carried out in accordance with the provisions of the Law on Revitalization and Bankruptcy, civil law provisions, tendering and asset auction laws, land and real estate, securities, maritime, intellectual property rights, and other relevant laws.

3. In case difficulties or impediments arise during the implementation of the provisions specified in Clause 4, Article 42 of the Law on Revitalization and Bankruptcy, the liquidator, management company, asset liquidation entity shall report to the judge for examination and decision.

Article 9. Transitional Provisions

In case the registration application for changing the legal representative of a business or cooperative has been received by the court but not yet approved by the business registration authority before the effective date of this Decree, it shall be handled in accordance with the provisions of this Decree.

Article 10. Enforceability

1. This Decree shall take effect from May 27, 2026.

2. In case the legal documents referred to in this Decree are amended, supplemented, or replaced, such implementation shall be carried out in accordance with the provisions of the amending, supplementing, or replacing document./.

Appendix

MODEL DOCUMENT FOR PROPOSING CHANGE OF LEGAL REPRESENTATIVE
IN ACCORDANCE WITH LAWS BASED ON JUDICIAL DECISIONS

(Accompanying Decree No. 187/2026/NĐ-CP of the Government dated May 27, 2026)

THE SOCIALIST REPUBLIC OF VIETNAM
Independence - Freedom - Happiness
_______________________

……, day … month … year ……

APPLICATION FOR

Registration of Change in Legal Representative

______________

To: (Business registration authority)1) …………

I am (in capital letters): …

Date of birth: …/…/……

Gender: …

Personal identification number: …

As a liquidator…2/appointed by the court at …3 hereby submit the procedure for registration of change in legal representative of the enterprise/cooperative as per the decision of the judge concerning the following enterprise/cooperative:

Name of Enterprise/Name of Cooperative (in capital letters): …

Business Registration Number/Coop Registration Number/Tax Identification Number: …

Information on Legal Representative After Change4:

Full name, middle name and surname (in capital letters): …

Date of birth: …/…/……

Gender: …

Personal identification number: …

Position (if applicable): …

Contact Address:

House/unit, alley/house lane, street/avenue, ward/village/township/village: …

District/Ward/Special district: …

Province/City directly under the central government: …

Country: …

Telephone (if applicable): … Email (if applicable):In case there is no personal identification number or if the connection between the national business registration database and the national population database is interrupted, please provide the following personal information: Ethnicity: …Nationality: … ……………………….

Passport Number (for Vietnamese individuals without a personal identification number)/Passport Number of foreign nationals or alternative passport documents (for foreign individuals): …

APPLICANT

(Sign and provide name)

__________________

1 - If appointed by the court to participate in the recovery or liquidation process, write: “As liquidator appointed to participate in the recovery/liquidation process pursuant to Decision No. … dated … month … year … of …”;

- If appointed by the court to manage and liquidate assets for the recovery or liquidation process, write: “As liquidator representing Company … appointed to participate in the recovery/liquidation process pursuant to Decision No. … dated … month … year … of …”.

2 Provide the name, number, designation, date, month, and year of the judicial document appointing the person to perform the registration change procedure for the enterprise/cooperative.

- Provide information on the newly selected legal representative as per the judge's decision.

3 - Provide information on all legal representatives if after the change, the enterprise/cooperative has more than one legal representative.

4 - Record information of the selected new legal representative of the business entity/cooperative in the Judge's decision.

- Record information of all legal representatives in the case where after the change, the business entity/cooperative has more than one legal representative.