Decree 187/2026/ND-CP detailing Law on Recovery and Bankruptcy for state-invested enterprises

DECREE

Detailing a number of articles of the Law on Recovery and Bankruptcy regarding the replacement of legal representatives of state-invested enterprises after the Court’s acceptance of applications claiming the application of recovery procedures; and the operation and supervision of the operation of enterprises and cooperatives after issuance of decisions to open bankruptcy procedures

Pursuant to Law No. 63/2025/QH15 on Organisation of the Government;

Pursuant to Law No. 142/2025/QH15 on Recovery and Bankruptcy;

Pursuant to Law No. 59/2020/QH14 on Enterprises, which is amended and supplemented by Law No. 03/2022/QH15 and Law No. 76/2025/QH15;

Pursuant to Law No. 17/2023/QH15 on Cooperatives;

Pursuant to Law No. 68/2025/QH15 on Management and Investment of State Capital in Enterprises;

At the proposal of the Minister of Finance;

The Government promulgates the Decree detailing a number of articles of the Law on Recovery and Bankruptcy regarding the replacement of legal representatives of state-invested enterprises after the Court’s acceptance of applications claiming the application of recovery procedures; and the operation and supervision of the operation of enterprises and cooperatives after issuance of decisions to open bankruptcy procedures.

Article 1. Scope of regulation

This Decree details Clause 2, Article 30; and Clauses 1, 3 and 4, Article 42, of the Law on Recovery and Bankruptcy regarding:

1. The replacement of legal representatives of state-invested enterprises after the Court’s acceptance of applications claiming the application of recovery procedures;

2. The replacement of legal representatives of enterprises, cooperatives and unions of cooperatives after issuance of decisions to open bankruptcy procedures;

3. The supervision of the operation of enterprises, cooperatives and unions of cooperatives after issuance of decisions to open bankruptcy procedures;

4. The transfer of the whole of assets; the transfer of part or the whole of a business line or business activities; and the transfer of part or the whole of an enterprise, a cooperative or a union of cooperatives after issuance of the decision to open bankruptcy procedures.

Article 2. Subjects of application

1. Enterprises that are subjects of recovery and bankruptcy cases.

2. Cooperatives and unions of cooperatives (below collectively referred to as cooperatives) that are subjects of recovery and bankruptcy cases.

3. Business registration agencies.

4. Representative agencies of the owner of state capital amounts in enterprises (below referred to as the owner’s representative agencies).

5. Related agencies, organisations and individuals.

Article 3. Legal representatives of enterprises or cooperatives who are incapable of managing enterprises or cooperatives

The legal representative of an enterprise or a cooperative shall be deemed incapable of managing the enterprise or cooperative when falling into one of the following cases:

1. The legal representative of the enterprise or cooperative is not present in Vietnam for more than 30 days without authorising another person to exercise his/her rights and perform his/her obligations;

2. The legal representative of the enterprise or cooperative is dead, missing, examined for penal liability, held in detention, serving an imprisonment sentence, serving an administrative handling measure at a compulsory drug rehabilitation establishment or a compulsory education institution, absconds from the place of residence, suffers limited civil act capacity or loses civil act capacity, has difficulties in cognition or behavioural control, or is prohibited by the Court from holding certain positions, practising certain professions or performing certain jobs;

3. The legal representative of a state-invested enterprise who is also the owner’s direct representative or a representative of the state capital amount is incapable of managing the enterprise as assessed by the owner’s representative agency, based on the functions, tasks and powers as prescribed by the law on management and investment of state capital in enterprises and the regulations on management of persons holding titles and positions and representatives of state capital amounts;

4. Other cases as decided by the Judge.

Article 4. Replacement of legal representatives of state-invested enterprises under Clause 2, Article 30 of the Law on Recovery and Bankruptcy

1. During the process of supervising a state-invested enterprise after the Court accepts an application claiming the application of recovery procedures, if deeming that the legal representative of the enterprise is incapable of managing the enterprise as specified in Article 3 of this Decree or in case the enterprise shows signs of violations as specified in Article 31 of the Law on Recovery and Bankruptcy, the creditors’ representative board; the asset management officer or asset management and liquidation enterprise; the Board of Directors, for joint stock companies; or the Members’ Council, for limited liability companies with two or more members as specified in Point b, Clause 1, Article 24 of the Law on Recovery and Bankruptcy; or the owner’s representative agency shall send a written request to the Judge for consideration and decision on the selection of another person as the legal representative of the enterprise, and the owner’s representative agency shall send its proposal opinion to the Judge in accordance with Points a and b, Clause 2 of this Article.

2. In case the owner’s representative agency receives the Judge’s request soliciting its opinion on the selection of another person (with a specific individual already proposed) as the legal representative of a state-invested enterprise in accordance with Clause 2, Article 30 of the Law on Recovery and Bankruptcy, within the time limit specified in such request, or within 10 days after receiving such request in case it does not specify the time limit for reply, the owner’s representative agency shall, based on the regulations on management of persons holding titles and positions and representatives of state capital amounts in enterprises, and the enterprise’s charter, propose a representative of the state capital amount in accordance with the following provisions:

a/ For an enterprise in which the State holds 100% of charter capital, the owner’s representative agency shall propose the Judge to select the legal representative from among the group of the owner’s direct representatives in the enterprise or propose selecting another person on the basis of the criteria and conditions prescribed in the Law on Enterprises, and the regulations on management of persons holding titles and positions and representatives of state capital amounts in enterprises, and other specific criteria and conditions (if any);

b/ For an enterprise in which the State holds less than 100% of charter capital and its current legal representative is a representative of the state capital amount in the enterprise, the owner’s representative agency shall, within its competence, propose selecting another person on the basis of the criteria and conditions prescribed in the law on management and investment of state capital in enterprises and the regulations on management of persons holding titles and positions and representatives of state capital amounts in enterprises, and other specific criteria and conditions (if any).

In case the enterprise’s current legal representative is not a representative of the state capital amount in the enterprise, the owner’s representative agency may, based on the actual situation in the enterprise and within its competence, consider sending its proposal opinion to the Judge.

3. In case the request specified in Clause 2 of this Article does not propose a specific individual but requests the owner’s representative agency to provide its proposal opinion, the owner’s representative agency shall, within the time limit specified in such request, or within 10 days after receiving the request in case it does not specify the time limit for reply, send its proposal opinion to the Judge in accordance with Points a and b, Clause 2 of this Article.

4. In case the Judge decides to select another person as the legal representative of a state-invested enterprise without sending a prior request to the owner’s representative agency for opinion, the owner’s representative agency shall implement the Judge’s decision.

5. The owner’s representative agency shall manage the representative of the state capital amount in the enterprise who has been relieved from the position of legal representative in accordance with the regulations on management of persons holding titles and positions and representatives of state capital amounts in enterprises.

6. During the process of carrying out recovery procedures, after the Judge has issued a decision on the replacement of the legal representative, when deeming it necessary, the owner’s representative agency shall, within its competence, consider the exercise of the owner’s rights in accordance with Clause 2, Article 30 of the Law on Recovery and Bankruptcy.

Article 5. Replacement of legal representatives of enterprises and cooperatives under Clause 1, Article 42 of the Law on Recovery and Bankruptcy

1. During the process of supervising the operation of an enterprise or a cooperative after issuance of the decision to open bankruptcy procedures, if deeming that the legal representative of the enterprise or cooperative is incapable of managing the enterprise or cooperative as specified in Article 3 of this Decree or in case the enterprise or cooperative shows signs of violating Clause 2, Article 42 of the Law on Recovery and Bankruptcy, the creditors’ representative board, the creditors’ meeting, the asset management officer or asset management and liquidation enterprise, or the persons specified in Points b, c and d, Clause 2, Article 38 of the Law on Recovery and Bankruptcy shall send a written request to the Judge to issue a decision on the replacement of the legal representative of the enterprise or cooperative.

2. For a state-invested enterprise, the replacement of its legal representative after issuance of the decision to open bankruptcy procedures must comply with Article 4 of this Decree.

Article 6. Dossiers, order and procedures for registration of replacement of legal representatives of enterprises and cooperatives under the Judge’s decisions

The registration of the replacement of the legal representative of an enterprise or a cooperative under the Judge’s decision must comply with the order and procedures specified in Clause 4, Article 30 of the Law on Enterprises and Clause 2, Article 47 of the Law on Cooperatives, specifically as follows:

1. Unless the Judge requires another time limit, within 15 days for enterprises or 10 days for cooperatives from the date the Judge issues the decision on the replacement of the legal representative of the enterprise or cooperative, the asset management officer or the person designated by the Court shall register the replacement of the legal representative of the enterprise or cooperative with the business registration agency. A registration dossier must comprise:

a/ An application for registration of the replacement of the legal representative, made according to the form provided in the Appendix to this Decree;

b/ A copy of the Judge’s decision on the replacement of the legal representative of the enterprise or cooperative;

2. In case the database of court judgments and decisions is connected and shared with the National Business Registration Database and the Cooperative Registration Database, the business registration agency and the agency specified in Point a, Clause 3 of this Article shall exploit and use information available in such databases as a substitute for the paper specified in Point b, Clause 1 of this Article, unless information exploitation is impossible or the exploited information is incomplete or inaccurate.

The connection and sharing of information between the database on court judgments and decisions and the National Business Registration Database and the Cooperative Registration Database must comply with the roadmap announced on the National Business Registration Portal;

3. The registration of the replacement of the legal representative of an enterprise or a cooperative as specified in Clause 1 of this Article shall be carried out by one of the following methods:

a/ Directly at the provincial-level Public Administration Service Centre, for enterprises, or the commune-level Public Administration Service Centre, for cooperatives;

b/ Online via the National Public Service Portal;

c/ Other methods as specified in Clause 1, Article 26 of the Law on Enterprises, and Clause 2, Article 41 of the Law on Cooperatives;

4. Within 3 working days after receiving the dossier specified in Clause 1 of this Article, the business registration agency shall examine the dossier and issue a new enterprise registration certificate or cooperative registration certificate based on the Judge’s decision. If the dossier is invalid, the business registration agency shall notify in writing the applicant of the contents to be modified or supplemented;

5. Other matters relating to the registration of the replacement of the legal representative of an enterprise or a cooperative that are not provided in Clauses 1, 2, 3 and 4 of this Article must comply with the Law on Enterprises, the Law on Cooperatives, the Government’s Decree No. 168/2025/ND-CP of June 30, 2025, on enterprise registration, the Government’s Decree No. 92/2024/ND-CP of July 18, 2024, on registration of cooperative groups, cooperatives and unions of cooperatives, the Government’s Decree No. 125/2025/ND-CP of June 11, 2025, on definition of the competence of two-tier local administrations in the field of state management of the Ministry of Finance, and guidance of the Minister of Finance;

6. For an enterprise established and operating under a law other than the Law on Enterprises, the dossier, order and procedures for registration of the replacement of its legal representative must comply with such law.

Article 7. Supervision of operation of enterprises and cooperatives after issuance of decisions to open bankruptcy procedures under Clause 3, Article 42 of the Law on Recovery and Bankruptcy

1. After issuance of the decision to open bankruptcy procedures, the concerned enterprise or cooperative shall send a report to the asset management officer or asset management and liquidation enterprise, and the creditors’ representative board before carrying out the activities prescribed in Clause 1, Article 32 of the Law on Recovery and Bankruptcy. The report may be made directly or in paper form and sent by post or in the digital environment in accordance with regulations.

2. The report of the enterprise or cooperative must clearly state the contents, reasons, measures to ensure implementation, timing of operation, and other basic information relating to the activities prescribed in Clause 1, Article 32 of the Law on Recovery and Bankruptcy. The report shall be accompanied by dossiers and documents relating to the operation of the enterprise or cooperative (if any).

Within 3 working days after receiving the report, the asset management officer or asset management and liquidation enterprise shall reply to the enterprise or cooperative whether the activities specified in Clause 1, Article 32 of the Law on Recovery and Bankruptcy may or may not be carried out. When it is necessary to clarify the report, the asset management officer or asset management and liquidation enterprise may request the enterprise or cooperative to provide explanations and submit dossiers and documents based on the tasks and powers specified in Clause 2, Article 10 of the Law on Recovery and Bankruptcy.

3. Within 3 working days after replying to the report of the enterprise or cooperative, the asset management officer or asset management and liquidation enterprise shall report to the Judge on the supervision of the operation of the enterprise or cooperative in accordance with Clause 1, Article 32 of the Law on Recovery and Bankruptcy and on the reply provided to the enterprise or cooperative.

Article 8. Transfer of the whole of assets, transfer of part or the whole of a business lines or business activities; or transfer of part or the whole of an enterprise or cooperative under Clause 4, Article 42 of the Law on Recovery and Bankruptcy

1. The creditors’ meeting to consider and decide on the transfer of the whole of assets, transfer of part or the whole of a business lines or business activities; or transfer of part or the whole of an enterprise or cooperative must comply with Clauses 1, 2, 3, 4, 5, 6 and 8, Article 61 of the Law on Recovery and Bankruptcy.

2. The resolution of the creditors’ meeting on the transfer of the whole of assets, transfer of part or the whole of a business lines or business activities; or transfer of part or the whole of an enterprise or cooperative must comply with the Law on Recovery and Bankruptcy and the civil, bidding, asset auction, land, housing, real estate business, securities, maritime, and intellectual property laws, and other relevant laws.

3. In case difficulties or obstacles arise in the course of implementation of Clause 4, Article 42 of the Law on Recovery and Bankruptcy, asset management officers or asset management and liquidation enterprises shall report them to the Judge for consideration and decision.

Article 9. Transitional provisions

In case a dossier for registration of the replacement of the legal representative of an enterprise or a cooperative under the Judge’s decision has been received but not yet approved by the business registration agency before the effective date of this Decree, this Decree shall apply.

Article 10. Effect

1. This Decree takes effect on May 27, 2026.

2. In case the legal documents referred to in this Decree are amended, supplemented or replaced, the amending, supplementing or replacing documents shall apply.-

On behalf of the Government

For the Prime Minister

Deputy Prime Minister

NGUYEN VAN THANG

* The Appendix to this Decree is not translated.