Consolidated Document number 32/VBHN-BTC guiding the preparation of budget estimates, management, use, and settlement of funds for state administrative reform work.

Pursuant to …;[1]

Regarding the criteria for classifying state-owned enterprises and enterprises with state capital undergoing ownership transformation, restructuring, and divestiture during the period from 2021 to 2025

Decision No. 22/2021/QĐ-TTg dated July 2, 2021, issued by the Prime Minister on the criteria for classifying state-owned enterprises and enterprises with state capital undergoing ownership transformation, restructuring, and divestiture during the period from 2021 to 2025, which took effect on August 19, 2021, has been amended and supplemented by:

Decision No. 13/2025/QĐ-TTg dated May 14, 2025, issued by the Prime Minister amending and supplementing certain articles of Decision No. 22/2021/QĐ-TTg dated July 2, 2021, issued by the Prime Minister on the Criteria for Classifying State-Owned Enterprises and Enterprises with State Capital Undergoing Ownership Transformation, Restructuring, and Divestiture During the Period from 2021 to 2025, which took effect on May 14, 2025.

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

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

Pursuant to the Law on Management and Use of State Capital for Investment in Business Operations dated November 26, 2014;

At the proposal of the Minister of Planning and Investment,

The Prime Minister issues this Decision on the Criteria for Classifying State-Owned Enterprises and Enterprises with State Capital Undergoing Ownership Transformation, Restructuring, and Divestiture During the Period from 2021 to 2025.[2]

Article 1[3]Scope of Application

This Decision stipulates the Criteria for Classifying State-Owned Enterprises and Enterprises with State Capital Undergoing Ownership Transformation, Restructuring, and Divestiture During the Period from 2021 to 2025 (hereinafter referred to as the Classification Criteria) as the basis for reviewing the Plan to Maintain State Capital in Joint Stock Companies with One Member, Ownership Transformation (including forms such as shareholding, selling the entire enterprise, converting into a joint stock company with two or more members), Restructuring (including forms such as merger, acquisition, division, spin-off, bankruptcy), and Divestiture of State-Owned Enterprises and Enterprises with State Capital during the period from 2021 to 2025 (hereinafter collectively referred to as the Plan for Restructuring Enterprises during the period from 2021 to 2025). Agricultural and forestry companies; enterprises directly serving national defense and security and enterprises combining economic activities with national defense and security; the State Capital Investment Corporation, Vietnam Asset Management Corporation, Vietnam Stock Exchange, and Vietnam Securities Depository and Central Counterparty Corporation shall implement reorganization according to other regulations of the Government and the Prime Minister.

Article 2. Applicability

1. The representative body of the owner, including: Ministries, ministerial-level agencies, agencies under the Government; People's Committees of provinces and centrally governed cities (hereinafter referred to as provincial-level People's Committees) and organizations established in accordance with the law.

2. State-owned enterprises as provided for in Article 88 of the Enterprise Law No. 59/2020/QH14, including:

a) The parent company of a state-owned economic group, the parent company of a state-owned corporation, and the parent company within a parent company-subcompany group that is a limited liability company with 100% state-owned charter capital (hereinafter referred to as the Parent Company);

b) An independent limited liability company with 100% state-owned charter capital;

c) An enterprise with over 50% state-owned charter capital or total shares with voting rights, except for enterprises specified in points a and b of this clause.

3. The representative of state-owned capital invested in joint stock companies and limited liability companies with two or more members (hereinafter referred to as the Representative of State-Owned Capital).

4. A limited liability company with 100% state-owned charter capital held by a state-owned enterprise; the representative of the state-owned enterprise's contribution at joint stock companies and limited liability companies with two or more members where the state-owned enterprise contributes capital or purchases shares.

5. Other agencies, organizations, and individuals related to classification, ownership transformation, restructuring, and divestiture.

Article 3. Classification Criteria

1. The classification criteria according to industry and field for state-owned enterprises and enterprises with state capital participating in ownership conversion, restructuring, and divestiture shall be issued together with this Decision.

2. For enterprises not operating in industries or fields specified in Clause 1 of Article 3 of this Decision, one of the following criteria shall be used to implement ownership conversion, restructuring, and divestiture:

a) Cement production accounting for 30% or more of the market share, including exploitation of raw material mines in areas of significant importance to national defense security;

b) Rubber planting and processing or coffee cultivation in strategic areas; mountainous regions; remote areas; border areas linked to national defense and security;

c) Enterprises producing and supplying public utility products and services with revenue from public utility activities accounting for 50% or more of total enterprise revenue over three consecutive years prior to the time of considering ownership conversion;

d) Enterprises with cultural value; historical value; architectural value; playing an important role in national defense and security; performing political tasks or economic and social development tasks of the industry or locality at different periods.

Article 4. Responsibilities of the State Capital Representative Body.

1. Within thirty days from the date this Decision takes effect, the State Capital Representative Body shall be responsible for reviewing and building plans to submit Ministry of Finance[4] for consolidation of the Enterprise Restructuring Plan for the 2021-2025 period in accordance with Clause 1 of Article 6 of this Decision, including the following contents:

a) State-owned enterprises and enterprises with state capital meeting the classification criteria stipulated in Clause 1 of Article 3 of this Decision shall implement through the following forms: continuing to maintain as a limited liability company with one member; privatization; converting into a limited liability company with two or more members; divesting state capital.

b) State-owned enterprises and enterprises with state capital meeting the classification criteria stipulated in Clause 2 of Article 3 of this Decision shall propose policies for ownership conversion, restructuring, and divestiture and the proportion of state capital contribution in the enterprise in line with the actual operation of the enterprise.

c) State-owned enterprises and enterprises with state capital not meeting the classification criteria stipulated in Article 3 of this Decision shall implement ownership conversion, restructuring, and divestiture in the direction that the state does not hold shares or capital contributions.

2. The State Capital Representative Body shall be responsible for directing the Board of Directors and the State Capital Representative at the Parent Company in the parent company-subcompany model to restructure enterprises with capital contributions from the Parent Company in accordance with Article 5 of this Decision.

3. The State Capital Representative Body shall be responsible for implementing the Enterprise Restructuring Plan for the 2021-2025 period which has been approved by the Prime Minister.[5].

4. The State Capital Representative Body shall be responsible for proposing and submitting to the Ministry of Finance for consolidation and reporting to the Prime Minister for consideration and decision by administrative document; or considering and deciding within its authority on ownership conversion, restructuring, and divestiture of enterprises other than those prescribed in this Decision as follows:

a) For state-owned enterprises and enterprises with state capital: The State Capital Representative Body shall propose and submit 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-held shares or capital contributions in the enterprise when implementing ownership conversion, restructuring, and divestiture.

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 State Capital Representative Body shall review and provide opinions, submitting to the Ministry of Finance for consolidation and reporting to the Prime Minister for consideration and approval of enterprises with Parent Company capital contributions not to follow the restructuring as stipulated in Clause 1 and Clause 2 of Article 5 of this Decision and the proportion of Parent Company-held shares or capital contributions in these enterprises when implementing privatization and divestiture.

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

The State Capital Representative Body shall review and provide opinions, submitting to the Ministry of Finance for consolidation and reporting to the Prime Minister for consideration and approval of enterprises with Parent Company capital contributions and enterprises with capital contributions from enterprises holding more than 50% of the charter capital or the total number of voting shares not to follow the restructuring as stipulated in point a of Clause 1 and Clause 2 of Article 5 of this Decision. After obtaining permission from the Prime Minister, the State Capital Representative Body shall approve or provide consent for the State Capital Representative at the enterprise to participate in providing opinions, voting, and making decisions at the General Meeting of Shareholders of the Parent Company regarding the approval of the proportion of Parent Company-held shares and capital contributions of enterprises holding more than 50% of the charter capital or the total number of voting shares held in these enterprises when implementing ownership conversion, restructuring, and divestiture.

The State Capital Representative Body shall review and decide on enterprises with Parent Company capital contributions and enterprises with capital contributions from enterprises holding more than 50% of the charter capital or the total number of voting shares not to follow the restructuring as stipulated in point b of Clause 1 and Clause 2 of Article 5 of this Decision and approve or provide consent for the State Capital Representative at the enterprise to participate in providing opinions, voting, and making decisions at the General Meeting of Shareholders of the Parent Company regarding the approval of the proportion of Parent Company-held shares and capital contributions of enterprises holding more than 50% of the charter capital or the total number of voting shares held in these enterprises when implementing ownership conversion, restructuring, and divestiture.

Article 5. Responsibilities of the Board of Members, Chairman of the Parent Company, and State Capital Representative in the Parent-Subsidiary Company Model.

1. The Board of Members and the Chairman of the state-owned enterprise holding 100% of the charter capital shall develop a restructuring plan for state-owned enterprises including the arrangement of subsidiaries with parent company's equity contributions, to be submitted to the competent authority for approval according to the following provisions:

a) The parent company holds a proportionate share of capital corresponding to the state's share in the industries and sectors specified in the classification criteria for enterprises with the parent company's equity contributions operating in these industries and sectors.

b) The parent company proposes[6] to hold more than 50% of the charter capital for enterprises with the parent company's equity contributions that do not belong to the industries and sectors specified in the classification criteria based on one of the following principles:

- Engaging in business activities within the main industry or sector or related fields directly serving the main business of the parent company;

- Operating effectively and playing a significant role or having a necessary scale for the development of enterprises in the parent-subsidiary model.

c) The parent company proposes to hold from 50% of the charter capital downwards or not hold shares/equity contributions for enterprises not falling under the cases stipulated in points a and b, Clause 1, Article 5 of this Decision, in accordance with the practical operations of the enterprise.[7]

2. The representative of the state's equity contribution in joint-stock companies and limited liability companies with two or more members has the responsibility to report and seek opinions from the agency representing the owner regarding the restructuring plans for enterprises with the parent company's equity contributions based on the principles specified in points a, b, c, Clause 1[8] of this Article.

Article 6. Responsibilities of Ministry of Finance[9].

1. To compile, provide comments, and submit to the Prime Minister for consideration and approval the Restructuring Plan for Enterprises during the period 2021-2025 in the third quarter of 2021 based on the proposal of the agency representing the owner and the opinions of the Ministry of Finance, the Ministry of Home Affairs, the Ministry of Labor, Invalids and Social Affairs, the Ministry of Justice, and the relevant industry management ministry.

2. To review and propose adjustments and supplements to the classification criteria suitable for each stage of economic and social development.

3. To monitor, guide, and urge ministries, localities, economic groups, and corporations to implement this Decision.

Article 7. Transitional Provisions

1. State-owned enterprises and enterprises with state capital that have completed ownership conversion or divestment before the effective date of this Decision shall proceed as follows:

a) For enterprises that have not been approved by the competent authority for the Ownership Conversion and Divestment Plan, the agency representing the owner shall proactively adjust the state's shareholding ratio when formulating the Ownership Conversion and Divestment Plan according to the classification criteria stipulated in this Decision and report to the Ministry of Finance for monitoring and consolidation.[10].

b) For enterprises that have already been approved by the competent authority for the Ownership Conversion and Divestment Plan, they shall continue to implement the approved Plan. In case of non-compliance with the approved Plan, they must report to the competent authority for review and adjustment to suit the actual situation.

2. For enterprises that have completed ownership conversion and divestment according to Decision No. 58/2016/QĐ-TTg dated December 28, 2016 of the Prime Minister, they shall not increase the state's shareholding ratio to align with the classification criteria attached to this Decision, except where approved by the Prime Minister or otherwise provided by specialized laws.

Article 8. Effectiveness and Implementation[11]

1. This Decision takes effect from August 19, 2021. This Decision replaces Decision No. 58/2016/QĐ-TTg dated December 28, 2016 of the Prime Minister on Classification Criteria for State-Owned Enterprises and Enterprises with State Capital and the List of State-Owned Enterprises to be Reorganized during the Period 2016-2020.

Decision No. 26/2019/QĐ-TTg dated August 15, 2019 of the Prime Minister approving the List of Enterprises to be Listed up to the end of 2020 and Decision No. 908/QĐ-TTg dated June 29, 2020 of the Prime Minister approving the List of Enterprises with State Capital to be Divested up to the end of 2020 shall continue to be implemented until the Prime Minister issues the Restructuring Plan for Enterprises during the Period 2021-2025.

2. Within their assigned functions and tasks, the Ministries shall take the initiative to amend or propose to the competent authorities to amend relevant regulations to address difficulties and obstacles in implementing this Decision.

3. Ministers, Heads of Ministries equivalent to Ministries, Heads of Government Agencies, Chairmen of Provincial People's Committees, and state-owned enterprises, representatives of state capital shall be responsible for enforcing this Decision./.

ANNEX

CRITERIA FOR CLASSIFICATION BY INDUSTRY AND SECTOR FOR STATE-OWNED ENTERPRISES AND ENTERPRISES WITH STATE CAPITAL IN THE PROCESS OF OWNERSHIP TRANSFORMATION, RESTRUCTURING, AND DIVESTMENT
(Annexed to Decision No. 22/2021/QĐ-TTg dated July 2, 2021 of the Prime Minister)

I. ENTERPRISES OPERATING IN THE FOLLOWING INDUSTRIES AND SECTORS WITH 100% STATE CAPITAL:

1. Surveying and mapping services for national defense and security.

2. Production and trading of industrial explosives and provision of blasting services with nationwide scope of operation in the Socialist Republic of Vietnam.

3. Transmission, dispatching of the national power system, and management of distribution networks, construction, and operation of large power plants with special significance to the economy, society, national defense, and security as prescribed by electricity laws.

4. Management and exploitation of the national railway infrastructure system, urban railways invested by the state; operation of national railway traffic, urban railways invested by the state.

5. Air navigation services, air traffic information services, search and rescue services.

6. Maritime safety (excluding dredging and maintenance of public maritime channels).

7. Public postal services and maintenance and management of the public postal network.

8. Lottery trading.

9. Publishing (excluding printing and distribution of publications); production of scientific and current affairs films for propaganda, foreign information dissemination, and ideological, cultural security tasks.

10. Printing, minting money, producing gold bars, and commemorative items made of gold.

11. Management and operation of inter-provincial and inter-district water conservancy and agricultural engineering systems.

12. Policy credit serving economic and social development, deposit insurance, and purchase and disposal of non-performing loans linked to restructuring of credit organizations.

13. Application of high technology, large investment, driving rapid development in other industries and the economy; exploration, development of oil fields, and oil extraction.

II. ENTERPRISES IMPLEMENTING OWNERSHIP TRANSFORMATION, WITHDRAWAL OF CAPITAL, AND STATE CONTROL OF AT LEAST 65% OF REGULATED CAPITAL OPERATING IN THE FOLLOWING INDUSTRIES AND SECTORS:

1. Management and operation of civil airports and airfields; airfield service.

2. Air traffic information guidance services, surveillance, and meteorological services.

3. Management and operation of wharfs at special seaports according to regulations on classification of Vietnamese seaports.

4. Large-scale mining operations according to current regulations on mine scale classification.

5. Production of animated films for children commissioned or sponsored by the State.

6. Finance and banking (excluding insurance, securities, fund management companies, financial companies, and leasing finance companies).

7. Wholesale of food grains ensuring major balances in the national economy, market stability, and fulfilling political tasks.

III. ENTERPRISES IMPLEMENTING OWNERSHIP TRANSFORMATION, WITHDRAWAL OF CAPITAL, AND STATE CONTROL OF MORE THAN 50% BUT LESS THAN 65% OF REGULATED CAPITAL OPERATING IN THE FOLLOWING INDUSTRIES AND SECTORS:

1. Urban and rural water supply and drainage operations.

2. Basic chemical production.

3. Air cargo transportation.

4. Primary importers of petroleum products with a market share of 30% or more, ensuring major balances in the national economy and market stability.

5. Production of cigarette tobacco.

6. Provision of telecommunications services with critical infrastructure for the entire national telecommunications network, directly impacting economic and social development, national defense, and security, as decided by the Prime Minister.

7. Enterprises ensuring essential needs for production development and improving the material and spiritual life of ethnic minorities in mountainous areas, remote regions, and far-flung areas.

[1] This document is consolidated from two Decisions:

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, reorganization, and withdrawal of capital during the period 2021-2025, which took effect from August 19, 2021.

Decision No. 13/2025/QĐ-TTg dated May 14, 2025, issued by the Prime Minister amending and supplementing certain articles of Decision No. 22/2021/QĐ-TTg dated July 2, 2021, issued by the Prime Minister on the Criteria for Classifying State-Owned Enterprises and Enterprises with State Capital Undergoing Ownership Transformation, Restructuring, and Divestiture During the Period from 2021 to 2025, which took effect on May 14, 2025.

This consolidated document does not replace the aforementioned two Decisions.

[2] Decision No. 13/2025/QĐ-TTg is based on the following grounds:

Pursuant to the Law on Government Organization dated February 18, 2025; the Law on Local Administration Organization dated February 19, 2025;

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

Pursuant to the Law on Management and Use of State Capital for Investment in Business Operations dated November 26, 2014;

Pursuant to 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 undergoing ownership transformation, reorganization, and withdrawal of capital during the period 2021-2025;

At the proposal of the Minister of Finance;

The Prime Minister issues this Decision amending and supplementing certain provisions 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 Undergoing Ownership Transformation, Reorganization, and Withdrawal of Capital During the Period 2021-2025.

[3] This provision is amended and supplemented pursuant to Clause 1, Article 1 of Decision No. 13/2025/QĐ-TTg, and shall take effect from May 14, 2025.

[4] Replace the phrase "Ministry of Planning and Investment" with the phrase "Ministry of Finance" pursuant to Clause 3, Article 2 of Decision No. 13/2025/QĐ-TTg, and shall take effect from May 14, 2025.

[5] This clause is amended and supplemented pursuant to Clause 2, Article 1 of Decision No. 13/2025/QĐ-TTg, and shall take effect from May 14, 2025.

[6] Replace the phrase “decision” with the phrase “proposal” pursuant to Point a, Clause 1, Article 2 of Decision No. 13/2025/QĐ-TTg, and shall take effect from May 14, 2025.

[7] This point is added pursuant to Clause 2, Article 2 of Decision No. 13/2025/QĐ-TTg, and shall take effect from May 14, 2025.

[8] Replace the phrase "at Point a, b, Clause 1" with the phrase "at Points a, b, c, Clause 1", pursuant to Point a, Clause 1, Article 2 of Decision No. 13/2025/QĐ-TTg, and shall take effect from May 14, 2025.

[9] Replace the phrase "Ministry of Planning and Investment" with the phrase "Ministry of Finance" pursuant to Clause 3, Article 2 of Decision No. 13/2025/QĐ-TTg, and shall take effect from May 14, 2025.

[10] Repeal the phrase "Ministry of Planning and Investment" at Point a, Clause 1, Article 7 of Decision No. 22/2021/QĐ-TTg, pursuant to Clause 4, Article 2 of Decision No. 13/2025/QĐ-TTg, and shall take effect from May 14, 2025.

[11] Article 3, Article 4 of Decision No. 13/2025/QĐ-TTg provide as follows:

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, and representatives of state capital bear responsibility 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 on restructuring plans, reorganization plans of state-owned enterprises, and enterprises with state capital for the period 2022-2025, they shall continue to implement according to the approved plans.

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