Decision 13/2025/QD-TTg amend Decision 22/2021/QD-TTg criteria for classification of state enterprises subject to reorganization in 2021-2025

DECISION

Amending and supplementing a number of articles of the Government’s Decision No. 22/2021/QD-TTg dated July 02, 2021, on criteria for classification of wholly state-owned enterprises and partially state-owned enterprises subject to ownership transformation, reorganization or state capital withdrawal in the 2021-2025 period

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

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

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

Pursuant to the Government’s Decision No. 22/2021/QD-TTg dated July 2, 2021, on criteria for classification of wholly state-owned enterprises and partially state-owned enterprises subject to ownership transformation, reorganization or state capital withdrawal in the 2021-2025 period;

At the proposal of the Minister of Finance;

The Prime Minister hereby promulgates the Decision amending and supplementing a number of articles of the Government’s Decision No. 22/2021/QD-TTg dated July 02, 2021, on criteria for classification of wholly state-owned enterprises and partially state-owned enterprises subject to ownership transformation, reorganization or state capital withdrawal in the 2021-2025 period.

Article 1. Amending and supplementing a number of articles of the Government’s Decision No. 22/2021/QD-TTg dated July 02, 2021, on criteria for classification of wholly state-owned enterprises and partially state-owned enterprises subject to ownership transformation, reorganization or state capital withdrawal in the 2021-2025 period

1. To amend and supplement Article 1 as follows:

“Article 1. Scope of regulation

This Decision specifies criteria for classification of wholly state-owned enterprises and partially state-owned enterprises subject to ownership transformation, reorganization or state capital withdrawal in the 2021-2025 period (below referred to as classification criteria) for use as a basis for review of the Plan on maintenance of single-member limited liability companies, ownership transformation (equitization, sale of the whole enterprises, or transformation of enterprises into limited liability companies with two or more members), reorganization (consolidation, merger, division, splitting, dissolution or bankruptcy), and state capital withdrawal for wholly state-owned enterprises and partially state-owned enterprises in the 2021-2025 period (below referred to as the Plan on enterprise reorganization in the 2021-2025 period).

Agro-forestry companies; enterprises directly serving national defense and security and those combining economic activities with national defense and security; the State Capital Investment Corporation, Vietnam Debt Trading Company, Vietnam Exchange, and Vietnam Securities Depository and Clearing Corporation shall be reorganized under other regulations of the Government and Prime Minister”.

2. To amend and supplement Clause 3 Article 4 as follows:

“3. The owner-representing agencies shall organize the implementation of the Plan on enterprise reorganization in the 2021-2025 period approved by the Prime Minister.

4. The owner-representing agency shall: Propose and send to the Ministry of Finance for summarizing and reporting to the Prime Minister for consideration and decision in the form of an administrative document; or consider and decide within its competence on the ownership transformation, reorganization, or state capital withdrawal of enterprises in cases different from the provisions of this Decision as follows:

a) For wholly state-owned enterprises and partially state-owned enterprises:

The owner-representing agency shall propose and send to the Ministry of Finance for summarizing and reporting to the Prime Minister for consideration and approval of non-application of this Decision, and the proportion of shares or capital contributions to be held by the State in the enterprise upon ownership transformation, reorganization, or capital withdrawal.

b) For enterprises with capital contributed by the parent company for which the restructuring scheme is approved by the Prime Minister:

The owner-representing agency shall consider, review and provide opinions, then send them to the Ministry of Finance for summarizing and reporting to the Prime Minister for consideration and approval regarding the non-implementation of reorganization under Clauses 1 and 2 Article 5 of this Decision by the enterprise with capital contributed by the parent company, and the proportion of shares or capital contributions to be held by the parent company in such enterprise upon equitization or capital withdrawal.

c) For enterprises with capital contributed by the parent company under the parent company-subsidiary company model not governed by Point b of this Clause, and enterprises with capital contributed by an enterprise in which the State holds more than 50% of charter capital or total voting shares:

The owner-representing agency shall consider, review and provide opinions, then send them to the Ministry of Finance for summarizing and reporting to the Prime Minister for consideration and approval regarding the non-implementation of reorganization under Point a Clauses 1 and 2 Article 5 of this Decision by enterprises with capital contributed by the parent company and those with capital contributed by enterprises in which the State holds more than 50% of charter capital or total voting shares. After obtaining the Prime Minister’s approval, the owner-representing agency shall approve or provide consent for the person representing state capital in the enterprise to give opinions, vote, and decide at the General Meeting of Shareholders of the parent company on the approval of the proportion of shares or capital contributions to be held by the parent company and the enterprise with capital contributed by an enterprise in which the State holds more than 50% of charter capital or total voting shares in such enterprise upon ownership transformation, reorganization, or capital withdrawal.

The owner-representing agency shall consider, review, and decide on the non-implementation of reorganization under Point b Clauses 1 and 2 Article 5 of this Decision by enterprises with capital contributed by the parent company and those with capital contributed by an enterprise in which the State holds more than 50% of charter capital or total voting shares, and shall approve or provide consent for the person representing state capital in the enterprise to give opinions, vote, and decide at the General Meeting of Shareholders of the parent company on the approval of the proportion of shares or capital contributions to be held by the parent company and the enterprise with capital contributed by an enterprise in which the State holds more than 50% of charter capital or total voting shares in such enterprises upon ownership transformation, reorganization, or capital withdrawal.”

Article 2. Supplementing, replacing and repealing a number of provisions of the Government’s Decision No. 22/2021/QD-TTg dated July 0, 2021, on criteria for classification of wholly state-owned enterprises and partially state-owned enterprises subject to ownership transformation, reorganization or state capital withdrawal in the 2021-2025 period

1. To add and replace a number of phrases specified in the following articles, clauses and points:

a) To replace the phrase “decide” with the phrase “propose” at Point b Clause 1 of Article 5;

b) To replace the phrase “at Points a and b Clause 1” by the phrase “at Points a, b and c Clause 1” in Clause 2 Article 5.

2. To add Point c to Clause 1 Article 5 as follows:

“c) The parent company proposes to hold 50% or less of the charter capital or not to hold shares or capital contributions in enterprises that are not subject to the cases prescribed at Points a and b Clause 1 Article 5 of this Decision, in accordance with the practical operations of the enterprises.”

3. To replace the phrase “the Ministry of Planning and Investment” with the phrase “the Ministry of Finance” in Clause 1 Article 4 and Article 6.

4. To repeal the phrase “the Ministry of Planning and Investment” at Point a Clause 1 Article 7.

Article 3. Responsibility for implementation organization

Ministers, heads of ministerial-level agencies, heads of government-attached agencies, chairpersons of provincial-level People’s Committees, wholly state-owned enterprises and persons representing state capital amounts shall implement this Decision.

Article 4. Effect

1. This Decision takes effect from July 01, 2025.

2. Enterprises of which the schemes on enterprise restructuring and plans for reorganization of wholly state-owned enterprises and partially state-owned enterprises in the 2022-2025 period have been approved by the competent authorities, shall continue to follow the approved schemes and plans.

3. For enterprises of which the schemes on enterprise restructuring and plans for reorganization of wholly state-owned enterprises and partially state-owned enterprises in the 2022-2025 period have not yet been approved by the competent authorities, the owner-representing agencies shall review such regulations for completion of the schemes and plans for submission to the competent authorities for consideration and approval./.