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

 

LAW

MANAGEMENT AND INVESTMENT OF STATE CAPITAL IN ENTERPRISES

On the basis of the Constitution of the Socialist Republic of Vietnam;

The National Assembly enacts the Law on Management and Investment of State Capital in Enterprises.

PART I

GENERAL PROVISIONS

Article 1. Scope of Regulation

This Law stipulates the investment of state capital in enterprises and the management of state capital in enterprises.

Article 2. Applicability

1. Government; Prime Minister; agency representing the owner.

2. Direct representative of the owner; representative of state shareholding.

3. State-owned enterprises as defined by the Enterprise Law; credit organizations with state ownership exceeding 50% of charter capital as defined by the Law on Credit Organizations, except policy banks.

4. Other agencies, organizations, and individuals related to the activities of managing and investing state capital in enterprises.

Article 3. Explanation of Terms

In this Law, the following terms shall be understood as follows:

1. Agency representing the owner is an agency or organization entrusted by the Government to exercise the rights and responsibilities of the state owner's representative for the state capital in enterprises, including:

a) Ministries, ministerial-level agencies, government agencies, and organizations entrusted by the Government to exercise the rights and responsibilities of the state owner's representative;

b) People's Committees of provinces entrusted by the Government to exercise the rights and responsibilities of the state owner's representative.

2. Investment of state capital in enterprises is the act of the State using its capital and assets to invest in enterprises.

3. Direct representative of the owner is an individual appointed by a competent state agency to the Board of Members or Chairman of a company to exercise the rights and responsibilities of the state owner's representative at an enterprise wholly owned by the State.

4. Representative of state shareholding is an individual authorized in writing by the agency representing the owner to exercise the rights and responsibilities of the state owner's representative for the state shareholding invested in joint-stock companies and limited liability companies with two or more members.

5. Representative of enterprise shareholding is an individual authorized in writing by the enterprise to exercise the rights and responsibilities of the enterprise for the enterprise shareholding invested in joint-stock companies and limited liability companies.

6. State capital in enterprises is the value of the state shareholding determined according to the proportion of shareholding and contribution of the State in the total equity of the enterprise.

7. Enterprise capital includes the enterprise's equity and capital raised by the enterprise.

Article 4. Application of the Law on Management and Investment of State Capital in Enterprises

1. The management and investment of state capital in enterprises shall be carried out in accordance with the provisions of the Law on Management and Investment of State Capital in Enterprises; issues not covered by the Law on Management and Investment of State Capital in Enterprises shall be implemented in accordance with the provisions of the Enterprise Law and other relevant laws.

2. In cases where other laws or resolutions of the National Assembly promulgated after the effective date of the Law on Management and Investment of State Capital in Enterprises provide special regulations on the activities of managing and investing state capital in enterprises, specific implementation contents must be clearly defined whether they should be carried out according to the provisions of the Law on Management and Investment of State Capital in Enterprises or according to the provisions of those other laws or resolutions.

Article 5. Principles for State Capital Management and Investment in Enterprises

1. Compliance with laws on State capital management and investment in enterprises, business laws, and other relevant laws; consistency with international treaties to which the Socialist Republic of Vietnam is a party.

2. The representative bodies of State owners and State administrative agencies shall not directly intervene in the production, business operations, and investment activities of enterprises, nor in the management and operational activities of direct State owner representatives and other managerial positions as stipulated in the Company Charter.

3. State capital management in enterprises must be conducted through direct State owner representatives or State shareholding representatives; ensuring that enterprises operate under market mechanisms, equality, cooperation, and competition according to the law.

4. The representative bodies of State owners, direct State owner representatives, and State shareholding representatives are responsible for managing, monitoring, and supervising State capital in enterprises in accordance with this Law; preventing dispersion, waste, loss of State capital and assets, and enterprise assets; ensuring efficiency, preservation, and development of State capital in enterprises.

5. Enhancing the effectiveness of State administration, supervision, inspection, and audit by competent State agencies and accountability.

Article 6. State Owner Representatives

1. The Government uniformly exercises the rights and responsibilities of State owner representatives in State capital investment in enterprises and State capital management in enterprises.

2. The Prime Minister and State owner representative agencies exercise the rights and responsibilities of State owner representatives for enterprises with State capital in accordance with this Law and other relevant laws.

3. Direct State owner representatives and State shareholding representatives exercise the rights and responsibilities of State owner representatives in enterprises in accordance with Articles 36 and 39 of this Law and other relevant laws.

Article 7. Contents of State Administration Regarding State Capital Management and Investment in Enterprises

1. Issuing and implementing regulatory legal documents on State capital management and investment in enterprises.

2. Uniformly managing and tracking the situation of State capital investment in enterprises; supervising, inspecting, and auditing the implementation of State policies and laws on State capital management and investment in enterprises; resolving complaints and grievances, rewarding and disciplining, and handling violations in accordance with the law.

3. Building, operating, and managing the Information System on State Capital Management and Investment in Enterprises.

Article 8. Information System on State Capital Management and Investment in Enterprises

1. The Information System on State Capital Management and Investment in Enterprises is uniformly developed and implemented nationwide to serve management work, reporting, supervision, inspection, and auditing of State Capital Management and Investment in Enterprises activities.

2. The Information System on State Capital Management and Investment in Enterprises ensures compatibility, integration capability, smooth information sharing, and security among State agencies and enterprises.

3. The Government shall provide detailed regulations on this Article.

Article 9. Prohibited acts in the management and investment of state capital in enterprises

1. Investing state capital in enterprises outside the scope, objects, and authority prescribed by law.

2. Interfering with the production and business activities of enterprises beyond the functions, tasks, and powers assigned.

3. Failing to properly exercise rights and responsibilities of state-owned enterprise representatives in managing and investing state capital in enterprises.

4. Supervising, inspecting, and auditing the management and investment of state capital in enterprises beyond the functions, tasks, powers, and responsibilities prescribed by law.

5. Intentionally reporting inaccurately according to the provisions of law.

6. Providing and using enterprise information and state-owned enterprise representatives' information not in accordance with the provisions of law.

Chapter II

INVESTMENT OF STATE CAPITAL IN ENTERPRISES

Article 10. Forms of investment of state capital in enterprises

1. Investing state capital to establish enterprises in which the State holds 100% of the charter capital.

2. Investing state capital to supplement the charter capital of enterprises in which the State holds 100% of the charter capital.

3. Investing state capital to supplement capital in joint-stock companies and limited liability companies with two or more members that have state capital.

4. Investing state capital to contribute capital to establish joint-stock companies and limited liability companies with two or more members.

5. Investing state capital to contribute capital, purchase shares, or equity stakes in enterprises without state capital.

Article 11. Sources of capital and assets for investment of state capital in enterprises

1. State budget.

2. Public assets.

3. Development Fund; Supplementary Capital Reserve Fund; retained profits after tax to increase charter capital; dividends distributed in the form of shares; surplus share capital.

4. Other lawful sources of capital as prescribed by the Government.

Article 12. Investment of state capital to establish enterprises in which the State holds 100% of the charter capital

1. Investment of state capital to establish enterprises in which the State holds 100% of the charter capital in the following cases:

a) Enterprises supplying essential public goods and services to society;

b) Enterprises directly serving national defense and security;

c) Enterprises operating in areas of critical importance to national defense and security;

d) Enterprises operating in natural monopoly sectors;

đ) Enterprises developing science and technology, innovation, and digital transformation;

e) Enterprises applying high technology, making large investments, and driving rapid development in other industries and the economy;

g) Enterprises constructing key national infrastructure projects;

h) Enterprises operating in critical and essential economic sectors as prescribed by the Government.

2. The Government shall provide detailed regulations for this Article.

Article 13. Investment of state capital to supplement the charter capital of enterprises in which the State holds 100% of the charter capital

1. The supplementary capital investment applies to enterprises specified in Clause 1 of Article 12 of this Law and falling under one of the following cases:

a) Enterprises currently operating effectively and requiring additional charter capital for production and business activities;

b) Enterprises directly serving national defense and security; enterprises developing science and technology, innovation, and digital transformation; enterprises operating in natural monopoly sectors, and other cases requiring additional capital investment as prescribed by the Government.

2. Other necessary cases not covered by Clause 1 of this Article shall be supplemented with charter capital from the sources prescribed in Clauses 2, 3, and 4 of Article 11 of this Law as prescribed by the Government.

3. The Government shall provide detailed regulations on this Article.

Article 14. State capital investment to supplement capital at joint-stock companies and limited liability companies with two or more shareholders having state capital

1. State capital investment to supplement capital at joint-stock companies and limited liability companies with two or more shareholders having state capital shall be made in any of the following cases:

a) Supplying essential public goods and services to society;

b) Necessary for maintaining national defense and security tasks;

c) Developing science and technology, innovation, digital transformation;

d) Other cases to ensure the state ownership ratio as prescribed by the Government.

2. The Government shall provide detailed regulations for this Article.

Article 15. State capital investment to contribute capital to establish joint-stock companies and limited liability companies with two or more shareholders; contributing capital, purchasing shares, or equity stakes in enterprises without state capital

1. State capital investment to contribute capital to establish joint-stock companies and limited liability companies with two or more shareholders; contributing capital, purchasing shares, or equity stakes in enterprises without state capital shall be carried out to perform any of the following tasks:

a) Implementing economic restructuring;

b) Fulfilling national defense and security tasks;

c) Supplying essential public goods and services to society;

d) Developing science and technology, innovation, digital transformation.

2. The state capital investment as prescribed in points a, c, and d of Clause 1 of this Article must be consistent with the strategy and plan for socio-economic development during each period.

3. The Government shall provide detailed regulations on this Article.

Article 16. Authority for state capital investment in enterprises

1. The National Assembly decides on the policy of state capital investment in enterprises from the state budget corresponding to national key projects as prescribed by laws on public investment.

The Government shall prescribe the authority to decide on state capital investment in enterprises for the cases stipulated in this clause.

2. The Government shall prescribe the authority to decide on the policy of state capital investment, and the authority to decide on state capital investment in enterprises from the state budget not falling under Clause 1 of this Article and from sources prescribed in Clauses 2, 3, and 4 of Article 11 of this Law.

Article 17. Procedures and formalities for state capital investment in enterprises

1. The dossier that the Government submits to the National Assembly to decide on the policy of state capital investment for the cases prescribed in Clause 1 of Article 16 of this Law includes:

a) The proposal of the Government;

b) Project proposal for establishing an enterprise or plan to increase registered capital or plan to increase state equity contribution in joint-stock companies and limited liability companies with two or more shareholders or plan to contribute capital, purchase shares, or equity stakes in enterprises without state capital;

c) Opinions of relevant agencies and responses and explanations (if any).

2. The agency of the National Assembly shall review the dossier prescribed in Clause 1 of this Article. The content of the review includes:

a) Compliance with criteria equivalent to national key project capital; scope of state capital investment in enterprises prescribed in Articles 12, 13, 14, and 15 of this Law;

b) Capital requirements; capital utilization plan;

c) Economic and social effectiveness assessment; urgency or assurance of national defense and security (if applicable).

3. The Government, relevant agencies, organizations, and individuals have the responsibility to provide complete information and documents to serve the review; explain issues related to the content of the dossier when requested by the main reviewing agency of the National Assembly.

4. The National Assembly considers and decides on the policy of state capital investment in enterprises including the contents prescribed in Clause 2 of this Article.

5. The Government shall prescribe procedures and formalities for state capital investment in enterprises.

Chapter III

MANAGEMENT OF STATE CAPITAL IN ENTERPRISES

Mục 1. MANAGEMENT OF STATE CAPITAL AT ENTERPRISES WITH 100% STATE CAPITAL OWNERSHIP REGULATIONS

Article 18. Development Strategy and Annual Business Plan of the Enterprise

1. The Board of Members, the Chairman of the company decides on the issuance and adjustment of the development strategy and annual business plan of the enterprise based on the socio-economic development plan and the basic tasks and targets assigned by the state owner representative.

2. The Government shall provide detailed regulations for this Article.

Article 19. Principles for Raising Capital and Providing Loans

1. The enterprise is entitled to decide on raising capital according to the principle of self-raising and self-repaying as prescribed by law. The capital-raising plan must ensure the ability to repay debts.

2. The enterprise is entitled to decide on guaranteeing loans for companies it holds more than 50% of the charter capital at financial institutions, ensuring that the total value of guarantees does not exceed the actual value of the enterprise's contribution at the time of guarantee.

3. The enterprise is entitled to decide on providing loans to companies it holds more than 50% of the charter capital, ensuring that the total value of loans to each company does not exceed the actual value of the enterprise's contribution at the time of loan provision. In cases where the limit set out in this clause is exceeded, the enterprise shall report to the state owner representative for review and approval.

4. The Board of Members, the Chairman of the company, and the person approving the capital-raising and loan-providing plans shall be responsible for their decisions, organizing implementation, monitoring, and ensuring that raised and loaned capital is used for its intended purpose, effectively, and that debts are collected and repaid according to agreed deadlines.

5. If the enterprise's capital-raising leads to the total debt including guarantees provided under Clause 2 of this Article exceeding three times the enterprise's equity recorded in the most recent quarterly or annual financial report at the time of capital-raising, the enterprise shall report to the state owner representative after approving the capital-raising plan for supervision as prescribed.

6. Financial institutions shall implement capital-raising, loan-providing, and guaranteeing in accordance with laws governing financial institutions.

7. The Government shall provide detailed regulations on this matter.

Article 20. Investment Activities of the Enterprise

1. The enterprise's investment activities shall be carried out in the forms of investment prescribed by laws on investment and other relevant laws; purchasing securities in accordance with laws on securities.

2. Authority to Decide on Investments:

a) For investment projects using all or part of public investment funds, the authority to decide on investment policies, investment decisions, procedures, and formalities shall be implemented in accordance with laws on public investment;

b) For investment projects requiring approval of investment policies as prescribed by laws on investment and other relevant laws, the Board of Members or the Chairman of the company shall decide on the project after completing the investment policy approval procedures; procedures and formalities for investment shall be implemented in accordance with laws on investment and other relevant laws;

c) For investment projects requiring approval of investment policies as prescribed by laws on investment but not required to follow the investment policy approval procedures under other relevant laws, the authority, procedures, and formalities for investment shall be implemented in accordance with other relevant laws and regulations of the Government.

3. Except for the provisions in Clause 2 of this Article, the authority to decide on investments shall be as follows:

a) The Board of Members or the Chairman of the company shall decide on individual investment projects or investment amounts up to 50% of the enterprise's equity or up to 50% of the owner's investment capital if the owner's equity is lower than the owner's investment capital, but not exceeding the specific amount prescribed by the Government. The equity and owner's investment capital referred to herein shall be determined based on the most recent quarterly or annual financial report of the enterprise at the time of decision-making;

b) Where the investment project or investment amount exceeds the limit specified in point a of this clause, the Board of Members or the Chairman of the company shall decide on investment after reporting to the state owner representative for review and approval regarding the purpose, investment capital, source of capital, and implementation period.

4. The enterprise shall not invest to contribute capital, purchase shares, or equity in another enterprise where the management personnel or representatives of that enterprise are spouses, parents, children, adopted children, in-laws, step-parents, step-children, step-siblings, or siblings of any of the following individuals:

a) The Chairman of the Board of Members, members of the Board of Members;

b) The Chairman of the company;

c) General Manager, Director;

d) Inspector;

đ) Chief Accountant.

5. The transfer of profits back to the home country, other income, and recovery of capital when ending an overseas investment project or continuing investment abroad shall be carried out in accordance with the enterprise's articles of association, financial regulations, this Law, laws on investment, and other relevant laws.

6. The Government shall provide detailed regulations for this Article.

Article 21. Transfer of investment projects and invested capital of enterprises

1. The transfer of domestic investment projects and invested capital of enterprises shall be carried out in accordance with the following principles:

a) Compliance with the provisions of this Law, the Enterprise Law, and other relevant laws;

b) Full reflection of the actual value of the investment project and invested capital of the enterprise, including the value of land use rights as stipulated by the Land Law and other relevant laws;

c) Ensuring market principles, transparency, and openness, without being restricted by conditions for public offering of securities as prescribed by the Securities Law.

2. The Board of Members or the Chairman of the company decides to transfer an investment project or invested capital valued not more than 50% of the enterprise's equity or not more than 50% of the owner's invested capital if the owner's equity is lower than the owner's invested capital but not exceeding the specific limit prescribed by the Government. The equity and owner's invested capital referred to in this clause are determined based on the quarterly or annual financial report of the enterprise at the time closest to the decision-making date. In cases where the value exceeds the limit specified in this clause, the Board of Members or the Chairman of the company must report to the authority representing the owner for approval before making the transfer decision.

3. Methods of transferring invested capital of enterprises:

a) The transfer of the share contribution of the enterprise in a limited liability company with two or more members shall be carried out in accordance with the provisions of the Enterprise Law;

b) The transfer of shares of the enterprise in a publicly listed joint-stock company or a company registered for trading on the stock exchange shall be carried out in accordance with the provisions of the Securities Law;

c) The transfer of invested capital of the enterprise in a non-publicly listed joint-stock company or a company not registered for trading on the stock exchange shall be conducted through public auction in accordance with the law or another method as prescribed by the Government;

d) The transfer of invested capital of the enterprise in a business cooperation contract shall be carried out in accordance with the Investment Law.

4. Transfer of investment projects:

a) An enterprise may transfer its entire or part of an investment project to another investor when meeting the transfer conditions as prescribed by the Investment Law, the Land Law, the Housing Law, the Real Estate Business Law, and other relevant laws;

b) The transfer of investment projects must ensure transparency and openness, and be carried out in accordance with the relevant laws and regulations and the provisions of the Government.

5. The transfer and methods of transferring investment projects and invested capital of enterprises abroad shall be carried out in accordance with the laws of the receiving country or territory, international practices, and ensuring the principle of maximizing the recovery of the enterprise's invested capital. The authority to decide on the transfer shall be implemented in accordance with Clause 2 of this Article.

6. The Government shall provide detailed regulations for Clause 2, Clause 3, Point b of Clause 4, and Clause 5 of this Article.

Article 22. Leasing, purchasing on hire-purchase, mortgaging, pledging, buying, and selling fixed assets

1. The authority to decide on purchasing and leasing fixed assets at the value specified in points a and b, Clause 3, Article 20 of this Law shall be implemented. The person deciding to purchase or lease fixed assets shall be responsible for any decision made beyond their authority or if the purchased or leased fixed assets cannot be used or are not used effectively.

2. Leasing, mortgaging, and pledging of fixed assets must ensure the principles of effectiveness, preservation, and development of capital.

3. Enterprises sell damaged, obsolete, or unused fixed assets that are not needed or are not used effectively to recover capital. The authority to decide on selling fixed assets shall be implemented according to the provisions of Clause 1 of this Article.

Article 23. Management of enterprises over companies in which the enterprise holds 100% of the charter capital and over the portion of the enterprise's contribution in joint-stock companies and limited liability companies with two or more members

Enterprises manage companies in which they hold 100% of the charter capital and manage the portion of their contribution in joint-stock companies and limited liability companies with two or more members through representatives of the enterprise's capital. Enterprises implement management in accordance with the laws on enterprises and the following provisions:

1. For companies in which the enterprise holds 100% of the charter capital:

a) Provide opinions on the issuance of financial regulations of the company;

b) Approve plans for investment activities, purchasing, leasing, selling fixed assets, transferring investment projects, and transferring investment capital exceeding 50% of the owner's equity or 50% of the owner's investment capital when the owner's equity is lower than the owner's investment capital or another ratio lower than stipulated in the Company Charter. Owner's equity and owner's investment capital referred to herein are determined based on the quarterly or annual financial reports of the company at the time closest to the approval time;

c) Guarantees and loans are carried out according to the principles stipulated in Article 19 of this Law;

d) Transfers of investment projects and investment capital are carried out according to the principles stipulated in Clauses 1, 3, 4, and 5 of Article 21 of this Law;

2. For the portion of the enterprise's contribution in joint-stock companies and limited liability companies with two or more members:

a) Decide or submit to the competent authority to decide on increasing, decreasing, or transferring the enterprise's investment capital in joint-stock companies and limited liability companies with two or more members in accordance with the law and the Company Charter;

b) Set standards, appoint, dismiss, relieve from duty, reward, and discipline representatives of the enterprise's capital according to Articles 37 and 38 of this Law and issue regulations for representatives of the enterprise's capital;

c) Require representatives of the enterprise's capital to provide opinions on profit distribution and dividends of joint-stock companies and limited liability companies with two or more members;

d) Require representatives of the enterprise's capital to report periodically or urgently on the financial situation and production and business operations of joint-stock companies and limited liability companies with two or more members in accordance with the law and the Company Charter;

đ) Supervise and monitor the activities of representatives of the enterprise's capital to prevent and promptly address deficiencies and weaknesses of such representatives;

3. Restructuring of investment capital of enterprises in joint-stock companies and limited liability companies shall be carried out in accordance with the laws on enterprises, securities laws, other relevant laws, and government regulations.

Article 24. Wages, remuneration, and bonuses

1. Principles for determination:

a) Compliance with laws on labor;

b) Based on agreements in the labor contract;

c) Based on production and business efficiency, market conditions, industry, profession, and the nature of the enterprise's activities;

d) Based on labor productivity, work performance of employees, and the level of completion of tasks by direct owners' representatives and Supervisors.

2. Bonuses for employees, direct owners' representatives, and Supervisors at enterprises shall be extracted from the post-tax profit of the enterprise.

3. Direct owners' representatives, Supervisors, General Directors, and other management positions according to the Company Charter shall receive wages from the common wage fund of the enterprise.

4. Based on the principles stipulated in Clause 1 of this Article, the Board of Members or the Chairman of the company decides on wages, remuneration, bonuses, and other benefits for employees and management positions within the enterprise.

5. The Government shall regulate wages, remuneration, and bonuses for direct owners' representatives and Supervisors.

Article 25. Distribution of Post-Tax Profit

1. Post-tax profit, after distributing dividends to capital contributors according to the joint venture agreement (if applicable), and after compensating losses from previous years that have exceeded the allowable period for deduction from pre-tax profit according to the Law on Corporate Income Tax (if applicable), shall be used to cover the following expenses:

a) Expenses covered from post-tax profit according to relevant laws;

b) Expenses for mineral exploration surveys for investment purposes but not meeting project implementation conditions as prescribed by the Government; expenses for failed investments in projects, special-risk investments according to the Government's regulations;

c) Expenses for fulfilling political tasks assigned by authorized agencies according to the Government's regulations.

2. Remaining post-tax profit after covering the expenses specified in Clause 1 of this Article shall be distributed according to the following principles:

a) Up to 50% shall be allocated to the Development Investment Fund for expanding production and business operations of the enterprise and increasing the registered capital.

For credit organizations, up to 50% shall be allocated to the Supplementary Registered Capital Reserve Fund and the Development Investment Fund according to the Law on Credit Organizations;

b) Up to three months' worth of wages shall be set aside to establish a reward and welfare fund based on the assessment and classification results of the enterprise;

Specifically, enterprises directly serving national defense and security, if there is insufficient post-tax profit, may receive state support to allocate up to two months' worth of wages to establish a reward and welfare fund based on the assessment and classification results of the enterprise;

c) Establish funds according to relevant laws;

d) Enterprises shall pay the remaining profit into the state budget, except when used to increase the registered capital or invest in projects as prescribed by the Government.

3. The Government shall provide detailed regulations on this Article.

Article 26. Preservation and Development of Enterprise Capital

1. The representative body of the owner, the Board of Members, and the Chairman of the company are responsible for preserving and developing the enterprise's capital within their scope of duties and authority.

2. The preservation and development of enterprise capital shall be evaluated based on the overall effectiveness of the enterprise.

3. Annually, the enterprise reports to the representative body of the owner about changes in the enterprise's equity capital for monitoring and supervision. In cases where the equity capital has not been preserved, the Board of Members and the Chairman of the company must clearly explain the reasons, measures to address them, and take responsibility for the financial situation of the enterprise.

4. The Government shall provide detailed regulations on this matter.

Mục 2. MANAGEMENT OF STATE CAPITAL IN ENTERPRISES WHERE THE STATE HOLDS MORE THAN 50% BUT LESS THAN 100% OF THE CHARTER CAPITAL

Article 27. Management of state capital in enterprises where the State holds more than 50% but less than 100% of the charter capital

1. The representative body of the owner manages the portion of state capital in enterprises where the State holds more than 50% but less than 100% of the charter capital through the person representing the state capital.

2. Contents that the person representing the state capital reports to seek opinions from the representative body of the owner before participating in voting at the Shareholders' Meeting, Board of Directors meeting, or Board of Members meeting:

a) The development orientation of the company, including: business sector, business activities, objectives, tasks;

b) Issuing, amending, supplementing the articles of association; increasing, decreasing the charter capital;

c) Electing, appointing, dismissing members of the Board of Directors, Board of Members, General Director or Director, Head of the Supervisory Board, Supervisor of the enterprise;

d) Reorganizing, dissolving, requesting bankruptcy of the company;

đ) Deciding on investment activities, transferring investment projects, transferring investment capital of the enterprise in joint-stock companies, limited liability companies with two or more members when the value exceeds 50% of the enterprise's equity or 50% of the investment capital of the owner in cases where the equity is lower than the owner's investment capital. Equity and owner's investment capital are determined based on the quarterly or annual financial report at the nearest time point;

e) Deciding on profit distribution after tax to establish funds as prescribed in Article 25 of this Law. The portion of profit, dividends distributed in cash corresponding to the ownership ratio of shares, contributed capital held by the State in the enterprise shall be paid into the state budget. Distribution of dividends in the form of shares, using post-tax profits corresponding to the ownership ratio of shares, contributed capital held by the State in the enterprise to replenish state capital in the enterprise shall be carried out in accordance with the regulations of the Government.

3. The representative body of the owner directs the person representing the state capital to provide comments on issuing, amending, supplementing the articles of association, financial regulations of the company in accordance with the Enterprise Law and the regulations of the Government as stipulated in Articles 19, 20, Clause 2 of Article 21, and Article 22 of this Law.

4. The representative body of the owner directs the person representing the state capital to provide comments to develop the annual business plan of the enterprise including contents as prescribed by the Government to serve as a basis for evaluating the effectiveness of the enterprise's operations.

5. The enterprise manages its investment capital in joint-stock companies, limited liability companies through the person representing the enterprise's capital in accordance with the Enterprise Law and the Company Charter.

6. The reorganization of enterprises with investment capital held by the State over 50% but less than 100% of the charter capital is carried out in accordance with the Enterprise Law, Securities Law, and other relevant laws.

7. The transfer of investment projects, investment capital of enterprises with investment capital held by the State over 50% but less than 100% of the charter capital is implemented in accordance with Clauses 1, 3, 4, and 5 of Article 21 of this Law.

8. Credit institutions implement capital raising, lending, and providing guarantees in accordance with the Credit Institutions Law.

Article 28. Management of State Capital in Enterprises with State Ownership of up to 50% of Charter Capital

The representative body of the owner shall manage the State capital portion in enterprises with State ownership of up to 50% of charter capital through the State capital representative in accordance with the provisions of the Enterprise Law, the Company Charter, and the operational regulations of the State capital representative.

Chapter IV

RESTRUCTURING OF STATE CAPITAL IN ENTERPRISES

Article 29. Restructuring of State Capital in Enterprises

1. The restructuring of State capital in enterprises shall be carried out in a form, method, and schedule that is appropriate to the market, development strategy, operating conditions of the enterprise, and linked to the criteria for classifying enterprises and the restructuring plan of State capital in enterprises approved by the State owner's representative in accordance with the Government's regulations.

2. Forms of restructuring State capital in enterprises:

a) Reorganizing enterprises;

b) Transferring State capital invested in joint-stock companies and limited liability companies with two or more members;

c) Transferring the right to represent the owner's share of State capital in enterprises;

d) Transferring investment projects, capital, assets of enterprises; transferring the right to purchase shares, preemptive rights to purchase shares, and the right to purchase equity contributions;

đ) Dissolving, liquidating enterprises.

3. The reorganization, dissolution, and liquidation of enterprises with State ownership of up to 50% of charter capital shall be carried out in accordance with the provisions of the Enterprise Law, the Securities Law, the Bankruptcy Law, and other related laws.

Article 30. Reorganization of Enterprises

1. Forms of reorganizing enterprises:

a) Merging, consolidating, splitting, or separating enterprises;

b) Converting the type of enterprise from a single-member limited liability company wholly owned by the State to a joint-stock company or a limited liability company with two or more members;

c) Converting the type of enterprise with State ownership of over 50% but less than 100% of charter capital.

2. The merging, consolidation, splitting, or separation of enterprises shall be carried out in accordance with the provisions of the Enterprise Law, the Securities Law, other relevant laws, and the Government's regulations.

3. Conversion of the type of enterprise as stipulated in point b, Clause 1 of this Article:

a) The representative body of the owner shall hire an appraisal organization to determine the value of the enterprise and the starting price according to the provisions of the Appraisal Law as the basis for developing and deciding on the conversion plan of the type of enterprise;

b) The issuance of shares, equity contributions, or additional equity contributions for the conversion of the type of enterprise shall be conducted through public auction or another method prescribed by the Government. The issuance of shares is not restricted by the conditions for issuing securities to the public as prescribed by the Securities Law;

c) When converting the type of enterprise, there shall be no valuation of assets which are infrastructure construction projects of significant economic, social, national defense, and security importance that the enterprise has the right to operate only under management, operation, and exploitation. The management and use of land by the enterprise shall be carried out in accordance with the Land Law;

d) The handling of income and expenses during the process of converting the type of enterprise shall be carried out in accordance with the Government's regulations.

4. The conversion of the type of enterprise with State ownership of over 50% but less than 100% of charter capital shall be carried out in accordance with the provisions of the Enterprise Law, the Securities Law, and the Government's regulations.

5. The Government shall specify the authority, forms, procedures, and financial treatment when merging, consolidating, splitting, separating, or converting the type of enterprise.

Article 31. Transfer of State Capital Investment at Joint Stock Companies and Limited Liability Companies with Two or More Members

1. The State Asset Management Agency shall engage an organization with appraisal functions to determine the initial price according to the law on asset appraisal as the basis for deciding the transfer plan of State capital.

2. The transfer of State capital investment at listed joint stock companies or those registered for trading on the securities market shall be carried out in accordance with the provisions of the Securities Law.

3. The transfer of State capital investment at unlisted joint stock companies or those not registered for trading on the securities market shall be conducted through public auction or other methods prescribed by the Government. Public auctions are not subject to the conditions for offering securities to the public as stipulated by the Securities Law.

4. The transfer of share contributions at limited liability companies with two or more members shall be carried out in accordance with the provisions of the Enterprise Law.

5. The handling of revenue and expenditure during the process of transferring State capital investment at joint stock companies and limited liability companies with two or more members shall be implemented in accordance with the regulations of the Government.

6. The Government shall provide detailed regulations for this Article.

Article 32. Transfer of Ownership Representative Rights for State Capital Portion in Enterprises

1. Cases of transfer:

a) Transfer of ownership representative rights for the State capital portion in enterprises with State capital between State Asset Management Agencies;

b) Transfer of ownership representative rights for the State capital portion in enterprises with State capital from the State Asset Management Agency to State-owned enterprises holding 100% of the charter capital;

c) Other cases of transfer as prescribed by the Government.

2. The Government shall prescribe the authority, procedures, and financial handling when transferring ownership representative rights for the State capital portion in enterprises.

Article 33. Transfer of Investment Projects, Capital, Assets of Enterprises; Transfer of Right to Purchase Shares, Preferential Right to Purchase Shares, Right to Purchase Share Contributions

1. Forms of transfer of investment projects, capital, assets of enterprises:

a) Transfer of investment projects, capital, assets between State-owned enterprises holding 100% of the charter capital;

b) Transfer of capital, assets of State-owned enterprises holding 100% of the charter capital invested in joint stock companies and limited liability companies to the State Asset Management Agency;

c) Other cases of transfer as prescribed by the Government.

2. The transfer of right to purchase shares, preferential right to purchase shares, right to purchase share contributions between the State Asset Management Agency and State-owned enterprises holding 100% of the charter capital and the management mechanism after the transfer shall be carried out in accordance with the regulations of the Government.

3. The Government shall prescribe the authority, procedures, and financial handling when implementing transfers as provided for in this Article.

Article 34. Dissolution, Bankruptcy of Enterprises

1. Dissolution of enterprises:

a) The dissolution of enterprises shall be carried out in accordance with the provisions of this Law, the Enterprise Law, and related laws;

b) State-owned enterprises holding 100% of the charter capital in the agricultural and forestry sectors established before the effective date of this Law, when dissolving, shall be supported by the state budget to ensure funds for resolving outstanding issues due to insolvency and dissolution costs if the proceeds from selling assets do not cover the payment capacity;

c) After paying the dissolution costs of the enterprise and its debts, the remaining portion according to the State's shareholding ratio shall be deposited into the state budget;

d) The Government shall prescribe the authority, procedures, and financial handling when implementing the dissolution of enterprises.

2. The bankruptcy of enterprises shall be carried out in accordance with the provisions of the Bankruptcy Law and related laws.

Chapter V

STATE ASSET MANAGEMENT AGENCY, ENTERPRISE SHAREHOLDER REPRESENTATIVES, AUDITORS

Article 35. Rights and responsibilities of the Government

1. Prescribing regulations on the division of duties, delegation of authority, and assignment of rights and responsibilities of state-owned asset representatives.

2. Establishing operational mechanisms and financial management mechanisms for enterprises with functions of investment and state capital business operations and enterprises in certain special sectors.

3. Prescribing regulations on supervision, inspection, and evaluation of the effectiveness of state capital investment and management activities at enterprises; reporting and publicizing information.

4. Prescribing regulations on recruitment, appointment, reappointment, approval of resignation, dismissal, commendation, disciplinary action, termination of employment contracts for enterprise managers, Supervisors, and appointing state capital representatives.

5. Establishing procurement mechanisms and assigning tasks to enterprises according to political, diplomatic, defense, security requirements, and in emergency situations or when necessary.

6. Elaborating detailed contents assigned under this Law.

7. Reporting to the National Assembly at the final session of the year on the management and investment of state capital at enterprises nationwide in the previous year.

Article 36. Rights and responsibilities of the Board of Members, Chairman of the company at enterprises where the State holds 100% of the charter capital

1. Issuing financial regulations, debt collection and payment management regulations, fixed asset management and utilization regulations, salary, remuneration, bonus regulations, and other enterprise regulations.

2. Approving the annual financial report of the enterprise.

3. Issuing operational and management regulations for the use of capital and assets of the enterprise abroad in accordance with the laws of the receiving country or territory, ensuring strict management and preventing loss.

4. Issuing operational regulations for the enterprise's state capital representative.

5. The Board of Members or the Chairman of the company must comply with the law and decisions of the state asset representative body when managing and operating the enterprise.

6. The Board of Members or the Chairman of the company shall be responsible to the Government, Prime Minister, and state asset representative body for the management, preservation, and development of the enterprise's capital and shall have the following responsibilities:

a) Forecasting, warning, and promptly reporting to the state asset representative body when the enterprise faces risks leading to loss, operating losses, inability to meet payment obligations, failure to complete assigned tasks, issues seriously affecting investment activities, or other violations.

b) Regularly reporting annually on the progress of ongoing overseas investment projects; reporting on the effectiveness of investment for ongoing overseas projects.

7. Board members and the Chairman of the company may not continue to serve as direct state asset representatives if they no longer meet legal standards, fail to fulfill assigned tasks and powers, are evaluated as not completing their tasks, or show signs of abnormal business conditions that could affect the legitimate interests of the enterprise.

8. The Board of Members and the Chairman of the company shall be liable under the law for losses caused to the enterprise's capital and assets due to violations.

9. Implementing other rights and responsibilities as prescribed by this Law, enterprise law, government regulations, the company's articles of association, and other relevant laws.

10. The Board of Members and the Chairman of the company delegate to the General Director or Director the decision-making power over matters within their authority as stipulated in the company's articles of association or financial regulations.

Article 37. Criteria for State Capital Representatives and Enterprise Capital Representatives

1. Be a Vietnamese citizen residing permanently in Vietnam.

2. Have full capacity to conduct civil acts.

3. Possess the necessary qualifications, expertise, and work experience appropriate to the requirements of the position and title assigned as a representative.

4. Not be within a period prohibited from holding office, under consideration for disciplinary action, investigation, prosecution, trial, serving a prison sentence, or implementing a disciplinary decision.

5. Not be a spouse, father, mother, adoptive father, adoptive mother, father-in-law, mother-in-law, father of the wife, mother of the wife, stepfather, stepmother, son, adopted son, son-in-law, daughter-in-law, brother, sister, brother-in-law, sister-in-law, brother of the husband, sister of the husband, brother of the wife, sister of the wife, or stepson, stepdaughter of any of the following individuals:

a) The head or deputy head of the state asset management agency;

b) Chairman or member of the Board of Members;

c) Chairman or member of the Board of Directors;

d) Company Chairman;

đ) General Director or Director;

e) Inspector;

g) Chief Accountant.

6. Never have been dismissed from the position of Chairman of the Board of Members or Member of the Board of Members; Chairman of the Board of Directors or Member of the Board of Directors; Chairman of the company or General Director, Director of a state-owned enterprise.

7. Other criteria and conditions as stipulated in the Company Charter and other relevant laws.

Article 38. Appointment of State Capital Representatives and Enterprise Capital Representatives

Based on the criteria set forth in Article 37 of this Law, the state asset management agency and enterprises in which the State holds more than 50% of the charter capital shall select and appoint State Capital Representatives and Enterprise Capital Representatives. The appointment of representatives shall be carried out in accordance with the provisions of the law on enterprises and the following provisions:

1. Full-time State Capital Representatives and full-time Enterprise Capital Representatives may only work directly at one enterprise.

2. Part-time State Capital Representatives may participate in representing State Capital at no more than three enterprises, with the number of part-time representatives at one enterprise not exceeding 30% of the total number of members of the Board of Members or the Board of Directors.

Part-time Enterprise Capital Representatives may participate in representing capital at one or several enterprises according to the provisions of the Company Charter.

Article 39. Rights and Responsibilities of State Capital Representatives

1. Exercise rights and responsibilities honestly, carefully, and to the best of their ability to ensure the maximum legitimate interests of the State and the enterprise; refrain from abusing their positions, using information, trade secrets, business opportunities, or assets of the enterprise for personal gain or to serve the interests of other organizations or individuals.

2. Timely report to the state asset management agency for instructions before participating in discussions, voting, or making decisions at the Shareholders' Meeting, meetings of the Board of Members, or the Board of Directors, as stipulated in Section 2 of Chapter III of this Law.

3. Be responsible to the state asset management agency for the exercise of rights and responsibilities of State Capital Representatives as prescribed by this Law and the operational regulations of State Capital Representatives at the enterprise, including matters related to developing development strategies, annual business plans, profit distribution schemes of the enterprise. Report promptly to the state asset management agency about the enterprise's losses, inability to meet payment capabilities, serious issues affecting the operation of the enterprise, other violations, and when the enterprise is proposed for dissolution or has a risk of bankruptcy.

4. Warn and promptly report to the state asset management agency, propose appropriate intervention measures when state-owned enterprises face risks leading to loss, operating losses, inability to meet payment capabilities, serious issues affecting the operation of the enterprise, other violations, and when the enterprise is proposed for dissolution or has a risk of bankruptcy.

5. Implement regular, ad hoc, and requested reports to the state asset management agency on the situation of investment and management of state capital at the enterprise.

6. Be liable under the law for actions violating the law in the management and investment of state capital at the enterprise.

7. Perform other rights and responsibilities as stipulated in the Company Charter, the law on enterprises, operational regulations of State Capital Representatives issued by the state asset management agency, and other relevant laws.

8. Shall not continue to serve as a State Capital Representative if they no longer meet the criteria for State Capital Representatives, fail to properly perform the assigned duties, or are evaluated by the state asset management agency as failing to complete their tasks.

Article 40. Rights and responsibilities of the representative of the enterprise's capital

1. Report and seek opinions from the enterprise before participating in discussions, voting, and making decisions at the Shareholders' Meeting, meetings of the Board of Members, and the Board of Directors on matters that require opinions according to the Enterprise Law, the Company Charter, and the operational regulations of the enterprise's capital representative.

2. Timely report on the situation where joint-stock companies and limited liability companies operate at a loss, fail to ensure payment capacity, fail to complete assigned tasks, issues seriously affecting the operation of the enterprise, and other violations.

3. Implement periodic, urgent reports, and reports requested by the enterprise appointing the representative regarding the production and business situation, financial status of the enterprise, and propose solutions.

4. Be responsible to the enterprise appointing the representative for the implementation of the rights and responsibilities of the enterprise's capital representative as stipulated by this Law and the operational regulations of the enterprise's capital representative issued by the enterprise.

5. Be liable under the law for actions causing losses to the enterprise's capital represented.

6. Implement other rights and responsibilities as prescribed by the Enterprise Law, the Company Charter, and other relevant laws.

7. Shall not continue to serve as the representative of the enterprise's capital if they fail to properly perform the assigned rights and responsibilities or no longer meet the criteria for the representative.

Article 41. Salary, remuneration, bonuses, and other benefits of the state-owned enterprise's capital representative

1. The full-time state-owned enterprise's capital representative shall be entitled to salary, bonuses, and other benefits paid by the enterprise.

2. The part-time state-owned enterprise's capital representative shall be entitled to salary, bonuses, and other benefits as follows:

a) Remuneration paid by the enterprise (if applicable);

b) Salary, bonuses, and other benefits paid by the state asset management agency.

3. The Government shall provide detailed regulations on this Article.

Article 42. Supervisors at enterprises wholly owned by the State, supervisors at enterprises with over 50% but less than 100% state ownership

1. Supervisors at enterprises wholly owned by the State shall be appointed, reappointed, relieved, or dismissed by the state asset management agency.

2. The election, appointment, relief, or dismissal of supervisors at enterprises with over 50% but less than 100% state ownership shall be carried out in accordance with the provisions of the Enterprise Law.

3. Standards, conditions, working systems, rights, and responsibilities of supervisors shall be implemented according to the provisions of the Enterprise Law, other relevant laws, and the operational regulations of supervisors issued by the state asset management agency.

Chapter VI

SUPERVISION, INSPECTION, AUDIT, AND ASSESSMENT OF THE EFFECTIVENESS OF STATE CAPITAL MANAGEMENT AND INVESTMENT AT ENTERPRISES

Section 1. SUPERVISION, INSPECTION, AND AUDIT OF STATE CAPITAL MANAGEMENT AND INVESTMENT ACTIVITIES AT ENTERPRISES

Article 43. Contents of supervision, inspection, and audit of state capital investment in enterprises

1. Issuance and implementation of policies and laws on state capital investment in enterprises.

2. Compliance with principles and scope of state capital investment in enterprises as stipulated by this Law.

3. Level of investment capital and sources of investment capital in enterprises.

4. Decision-making on investment policies and investment of state capital in enterprises.

5. Economic efficiency; social efficiency; results of completing political tasks assigned by competent authorities; results of fulfilling defense and security tasks through state capital investment in enterprises.

6. Implementation of rights and responsibilities of state asset representatives in state capital investment in enterprises.

Article 44. Contents of Supervision, Inspection, and Audit of State Capital Management Activities in Enterprises

1. The contents of supervision, inspection, and audit of state capital management activities in enterprises include:

a) Issuance and implementation of policies and laws on state capital management in enterprises;

b) Exercise of rights and responsibilities of state asset representatives;

c) Allocation of targets to evaluate state-owned enterprises holding 100% of charter capital; directing state asset representatives to participate in opinions, voting, and decisions at the Shareholders' Meeting, Board of Directors, and Board of Management regarding annual business plans of state-owned enterprises holding more than 50% but less than 100% of charter capital;

d) Implementation of development strategies and annual business plans of enterprises; fulfillment of tasks to supply public goods and services ordered by the State, assigned plans; fulfillment of political tasks assigned by competent authorities, defense and security tasks;

đ) Mobilization and utilization of raised funds, lending, leasing, purchasing on lease, mortgaging, pledging, buying and selling fixed assets, managing receivables and payables, preserving and developing enterprise capital;

e) Issuance of financial regulations, internal regulations, and other regulations of enterprises;

g) Investment activities of enterprises;

h) Transfer of investment projects, transfer of investment capital, profit distribution, dividends from enterprise investment activities;

i) Management of enterprise capital invested in joint-stock companies and limited liability companies;

k) Recruitment, appointment, reappointment, approval of resignation, dismissal, rewards, disciplinary actions, termination of employment contracts for enterprise managers, Supervisors, and state asset representatives;

l) Implementation of wage systems, remuneration, bonuses, and other benefits of enterprises;

m) Fulfillment of obligations towards the state budget, post-tax profit distribution, establishment and use of enterprise funds.

2. The contents of supervision, inspection of restructuring state capital in enterprises include:

a) Issuance of policies and laws on restructuring state capital in enterprises;

b) Exercise of rights and responsibilities of asset representative agencies and state asset representatives in restructuring state capital in enterprises;

c) Development and implementation of restructuring state capital in enterprises.

Article 45. Supervision by the National Assembly

1. The National Assembly, Standing Committee of the National Assembly, Ethnic Councils, Committees of the National Assembly, Delegations of the National Assembly, and National Assembly deputies supervise state capital management and investment activities in enterprises according to the law on National Assembly supervision activities.

2. The National Assembly examines the Government's report at the end-of-year session of the National Assembly on the situation of state capital management and investment in enterprises nationwide in the previous year.

Article 46. Supervision, Inspection, and Audit by the Government

1. The Government and the Prime Minister within their scope of duties and powers direct the organization of supervision, inspection, and audit of the following activities:

a) Development, issuance, and implementation of policies and laws on state capital management and investment in enterprises;

b) Exercise of rights and responsibilities of asset representative agencies;

c) Contents related to state capital investment in enterprises, state capital management in enterprises, and restructuring state capital in enterprises.

2. The Government assigns the Ministry of Finance and Ministries, equivalent ministries to supervise and inspect state capital management and investment activities in enterprises.

3. Audits concerning state capital management and investment in enterprises shall be carried out in accordance with the law on auditing.

Article 47. Supervision and inspection by the state capital representative agency

1. The state capital representative agency shall supervise and inspect the following activities:

a) Management and investment of state capital in enterprises; effectiveness of production and business operations, preservation and development of state capital in enterprises;

b) Implementation of rights and responsibilities of the Board of Members, the Board of Directors, the Inspector, and the state capital representative;

c) Transfer, recovery of capital, profit distribution, dividends distributed at joint-stock companies and limited liability companies;

d) Implementation of recommendations and warnings from state management agencies, inspection agencies, auditing agencies, and the state capital representative agency regarding the management and investment of state capital in enterprises.

2. Based on the results of supervision and inspection as stipulated in Clause 1 of this Article, the state capital representative agency shall carry out the following activities:

a) Timely warn and address issues discovered during the supervision and inspection process;

b) Require timely and full implementation of recommendations and warnings from state management agencies, inspection agencies, and auditing agencies regarding the management and investment of state capital in enterprises;

c) Handle or recommend handling within their authority the state capital representatives directly and other managers according to the Company Charter, Inspectors, and state capital representatives who violate the management and investment of state capital in enterprises;

d) Annually compile and submit to the Ministry of Finance the results of supervision and inspection on the management and investment of state capital in enterprises under their jurisdiction.

Article 48. Internal Supervision of Enterprises

1. Enterprises shall implement internal supervision on the following contents:

a) Effectiveness of production and business operations, preservation and development of state capital in enterprises;

b) Implementation of rights and responsibilities of the Board of Members, the Board of Directors, the Chairman of the company, the Inspector, the state capital representative, and the enterprise's capital representative;

c) Investment, transfer of investment capital, profit distribution, dividends distributed at joint-stock companies and limited liability companies;

d) Other contents as required by the state capital representative agency.

2. The Board of Members, the Chairman of the company, and the Board of Directors shall promptly take measures to prevent risks of loss of safety in capital and asset management in enterprises based on the results of internal supervision; fully and promptly implement recommendations and warnings from supervisory, inspection, audit, and auditing agencies.

Article 49. Accountability for Explanation

The Board of Members, the Chairman of the company, the Board of Directors, and the state capital representative shall be responsible for explaining their activities in managing and investing state capital in enterprises upon request from supervisory, inspection, audit, and auditing agencies, the state capital representative agency, and other competent authorities; they shall bear legal responsibility for the accuracy and truthfulness of the information and documents provided.

Section 2. EVALUATION OF ENTERPRISES, DIRECT STATE CAPITAL REPRESENTATIVES, STATE CAPITAL REPRESENTATIVES, AND INSPECTORS

Article 50. Setting Targets for Evaluating State-Owned Enterprises with 100% State Capital

1. Annually, along with the time for preparing the state budget estimate, the state capital representative shall set certain targets as a basis for enterprises to develop their business plans for the next year.

2. Before March 31 of the year of implementation, the state capital representative shall review and set certain basic targets for evaluating enterprises in accordance with government regulations.

3. The setting of certain targets shall be based on the following contents:

a) Annual macroeconomic development targets, industry and profession development strategies and targets, production and business operation development strategies of the enterprise;

b) Results of production and business operations of the previous year adjacent to the year of target setting and the results of production and business operations up to the target setting date;

c) Tasks assigned by the competent authority in the year of target setting.

4. The Government shall provide detailed regulations on this matter.

Article 51. Evaluation and Classification of State-owned Enterprises with 100% Capital Contribution

1. The evaluation and classification of enterprises shall be based on:

a) The degree of implementation of annual tasks and basic indicators assigned by state asset representatives;

b) The fulfillment of tasks to supply products and services designated by the State; the completion of political tasks assigned by competent authorities; defense and security tasks;

c) The overall operational effectiveness of the enterprise, excluding impacts due to the execution of political tasks assigned by competent authorities; defense and security tasks; non-profit tasks; testing of new technological products and services, new business models, and the influence of objective factors.

2. The enterprise shall prepare an evaluation report for submission to the state asset representative for the decision on the evaluation and classification of the enterprise.

3. The Government shall provide detailed regulations on this Article.

Article 52. Evaluation of the Results of Operations of Enterprises with Over 50% but Less Than 100% State Capital Contribution

The state asset representative evaluates the results of operations of enterprises with over 50% but less than 100% state capital contribution based on the results of implementing plans approved by the Shareholders' Meeting and the Board of Directors, and according to points b and c of Clause 1, Article 51 of this Law.

Article 53. Evaluation of Direct State Asset Representatives, State Capital Representatives, and Supervisors

1. The evaluation of direct state asset representatives shall be based on:

a) The results of enterprise evaluation and classification;

b) Compliance with policies and laws by the enterprise;

c) Compliance with policies and laws regarding state capital management and investment at the enterprise by direct state asset representatives.

2. The evaluation of state capital representatives shall be based on:

a) The results of enterprise activity evaluation;

b) Compliance with policies and laws regarding state capital management and investment at the enterprise by state capital representatives.

3. The evaluation of supervisors shall be based on the enterprise's classification results and the performance of their rights and responsibilities.

4. The evaluation results of direct state asset representatives, state capital representatives, and supervisors at the enterprise serve as the basis for considering appointments, nominations, introductions, hiring, reappointments, accepting resignations, dismissals, termination of contracts, and rewards and disciplinary actions as prescribed.

5. State capital representatives and supervisors shall prepare reports on the contents specified for the previous year and submit them to the agency representing the state asset owner for evaluation and classification decisions.

6. The Government shall provide detailed regulations for this Article.

Chapter VII

REPORTING AND PUBLIC DISCLOSURE OF INFORMATION

Article 54. Reporting on Enterprise Operations

1. Enterprises with over 50% state capital contribution shall report to the state asset representative the following contents:

a) The enterprise's development strategy and annual business plan;

b) Resolutions and decisions of the Board of Members, Shareholders' Meeting, and Board of Directors;

c) Quarterly results of plan implementation including investment projects and progress of investment projects;

d) Report on state capital management and investment at the enterprise;

đ) Contents required to be reported to the agency representing the state asset owner as stipulated by this Law;

e) Issues arising that affect the enterprise's business results;

g) Internal monitoring results.

2. The Board of Members, Chairman and members of the Board of Members, or the Chairman and members of the Board of Directors at enterprises with over 50% state capital contribution shall be responsible for the accuracy and truthfulness of the contents reported under Clause 1 of this Article.

3. State capital representatives at joint-stock companies and limited liability companies with two or more shareholders where the state holds from 50% capital contribution downwards shall have the responsibility to report to the agency representing the state asset owner on the management and investment of state capital at the enterprise as stipulated in point d of Clause 1 of this Article. State capital representatives shall be responsible for the accuracy and truthfulness of the report content.

4. The agency representing the state asset owner shall compile and prepare a report on the management and investment of state capital at the enterprise within its jurisdiction, to be submitted to the Ministry of Finance before June 30 each year.

5. The Ministry of Finance shall compile and develop a report on the management and investment of state capital at enterprises nationwide, to be submitted to the Government for review and approval to report to the National Assembly at the end-of-year session.

6. The Government shall provide detailed regulations for this Article.

Article 55. Disclosure of Information on Business Operations of Enterprises

1. State-owned enterprises holding more than 50% of the charter capital shall disclose information regularly and irregularly in accordance with the provisions of the Enterprise Law.

State-owned enterprises holding more than 50% of the charter capital under the management of the Ministry of National Defense and the Ministry of Public Security as the representative bodies of the owner shall disclose information in accordance with the Government's regulations.

2. The representative body of the owner shall promptly publish on its official website information about the business operations of enterprises within its management scope.

3. The Ministry of Finance shall promptly publish on its official website the Government’s report on the management and investment of state capital in enterprises nationwide after the Government reports to the National Assembly.

4. The Government shall provide detailed regulations on this matter.

Chapter VIII

IMPLEMENTING PROVISIONS

Article 56. Management and Investment of Capital in Enterprises Belonging to Political Organizations, Vietnam Fatherland Front, and Member Organizations

1. Political organizations, Vietnam Fatherland Front, and member organizations shall apply the provisions of this Law to manage and invest capital in enterprises.

2. The Government shall provide detailed regulations for this Article.

Article 57. Investment, Support, and Management of State Capital at the Vietnam Joint Stock Commercial Bank

Investment, support, and management of state capital at the Vietnam Joint Stock Commercial Bank shall be carried out in accordance with the provisions of the Law on Credit Institutions and the provisions for credit institutions holding more than 50% of the charter capital under this Law.

Article 58. Effective Date

1. This Law shall take effect from August 1, 2025.

2. The distribution of profits of state-owned enterprises for the 2025 fiscal year shall be implemented in accordance with the provisions of this Law.

3. The Law on Management and Use of State Capital for Production and Business Investment in Enterprises No. 69/2014/QH13, which has been amended and supplemented by Law No. 35/2018/QH14 (hereinafter referred to as Law No. 69/2014/QH13), shall cease to be effective from the date this Law takes effect, except for cases stipulated in Article 59 of this Law.

Article 59. Transitional Provisions

1. From the date this Law takes effect, state-owned enterprises holding more than 50% of the charter capital shall be responsible for reviewing, promulgating, or requesting competent authorities to promulgate revised and supplemented articles of association; financial regulations; internal regulations of the enterprise to ensure compliance with the provisions of this Law; such promulgation must be completed before December 31, 2026.

During the period before the promulgation of revised and supplemented articles of association; financial regulations; internal regulations, the enterprise may apply the contents of the existing articles of association, financial regulations, and internal regulations that do not conflict with the provisions of this Law, more favorable provisions according to this Law, and detailed regulations and guidance documents.

2. The business strategy of the enterprise decided by the competent authority in accordance with Law No. 69/2014/QH13 shall continue to be implemented until the development strategy is issued in accordance with this Law.

3. For projects to invest state capital to establish state-owned enterprises holding 100% of the charter capital; plans to supplement the charter capital of state-owned enterprises holding 100% of the charter capital currently operating; plans to supplement state capital in joint-stock companies and limited liability companies with two or more members; plans to invest state capital to acquire part or all of an enterprise; plans to raise funds, investment projects, construction, purchase, sale of fixed assets, investment outside the enterprise; overseas investment projects of state-owned enterprises holding 100% of the charter capital; restructuring plans for state capital in enterprises and other related contents approved by the competent authority before the effective date of this Law in accordance with the procedures, authorities, and provisions of Law No. 69/2014/QH13 and detailed regulations and guidance documents, the enterprise may choose to continue implementing the approved project, plan, or project or modify and supplement it to comply with this Law.

4. Agreements signed between enterprises and strategic shareholders before the effective date of this Law, if they contain different provisions from this Law and have not been fully implemented by the effective date of this Law, may continue to be implemented according to the agreed content until the end of the agreement term. From the effective date of this Law, any modification or supplementation of agreements already signed regarding the content regulated by this Law must comply with the provisions of this Law.

5. Loan contracts signed before the effective date of this Law, if not fully implemented by the effective date of this Law, may continue to be implemented according to the signed contract until the end of the contract term. From the effective date of this Law, any modification or supplementation of loan contracts already signed regarding the content regulated by this Law must comply with the provisions of this Law. The Board of Directors or the Chairman of the company shall be responsible for the signed contract, the recovery of loan capital, and the preservation and development of the enterprise's capital in accordance with the regulations.

6. Evaluation and classification of enterprises; evaluation of direct owners' representatives, state capital portion representatives, and Supervisors for the fiscal years up to 2025 shall be conducted in accordance with the provisions of Law No. 69/2014/QH13 and detailed regulations and guidance documents.

7. During the implementation period of the restructuring plan approved by the competent authority, state-owned enterprises converted from state-owned enterprises holding 100% of the charter capital to listed joint-stock companies or companies registered for trading on the Stock Exchange that have not met the conditions of public companies as stipulated by the Securities Law No. 54/2019/QH14, which has been amended and supplemented by Law No. 56/2024/QH15, shall not lose their status as public companies.

8. Within one year from the date this Law takes effect, the state owner's representative shall be responsible for re-determining the charter capital of state-owned enterprises holding 100% of the charter capital within their management scope in accordance with the Government's regulations.

9. The Government's report on investment activities, management, and state capital utilization at enterprises nationwide in 2024 shall be carried out in accordance with the provisions of Law No. 69/2014/QH13.

This Law was adopted by the National Assembly of the Socialist Republic of Vietnam, the fifteenth session, ninth meeting, on June 14, 2025.