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 Prime Minister’s Decision No. 22/2021/QD-TTg of July 2, 2021, on criteria for classification of wholly state-owned enterprises and state-invested owned enterprises subject to ownership transformation, reorganization or state capital divestment in the 2021-2025 period^[1]

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

Pursuant to the June 17, 2020 Law on Enterprises;

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

Pursuant to the Prime Minister’s Decision No. 22/2021/QD-TTg of 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 divestment in the 2021-2025 period;

At the proposal of the Minister of Finance;

The Prime Minister promulgates the Decision amending and supplementing a number of articles of the Prime Minister’s Decision No. 22/2021/QD-TTg of 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 divestment in the 2021-2025 period.

Article 1. To amend and supplement a number of articles of the Prime Minister’s Decision No. 22/2021/QD-TTg of July 2, 2021, on criteria for classification of wholly state-owned enterprises and state-invested owned enterprises subject to ownership transformation, reorganization or state capital divestment 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 state-invested owned enterprises subject to ownership transformation, reorganization or state capital divestment 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 (including equitization, sale of the whole enterprises, or transformation of enterprises into limited liability companies with two or more members), reorganization (including consolidation, merger, division, splitting, dissolution or bankruptcy), and state capital divestment for wholly state-owned enterprises and state-invested 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 enterprises combining economic activities with activities serving national defense and security; the State Capital Investment Corporation, the Vietnam Debt and Asset Trading Corporation, the Vietnam Exchange, and the Vietnam Securities Depository and Clearing Corporation shall be reorganized under other regulations of the Government and the Prime Minister.”

2. To amend and supplement Clause 3 of 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 agencies shall propose and send to the Ministry of Finance for summarization and reporting to the Prime Minister for consideration and decision in writing, or consider and decide according to their competence on, the ownership transformation, reorganization or state capital divestment of enterprises that are not specified in this Decision as follows:

a/ For wholly state-owned enterprises and state-invested owned enterprises:

The owner-representing agencies shall propose and send to the Ministry of Finance for summarization and reporting to the Prime Minister for consideration and approval the non-compliance with this Decision and the ratio of shares and contributed capital amounts held by the State in the enterprises when the ownership transformation, reorganization or state capital divestment is carried out.  

b/ For enterprises with contributed capital amounts of parent companies whose restructuring schemes have been approved by the Prime Minister:

The owner-representing agencies shall consider, review and give their opinions on the enterprises with contributed capital amounts of parent companies that are not subject to reorganization under Clauses 1 and 2, Article 5 of this Decision and the ratio of shares and contributed capital amounts of parent companies upon the equitization or state capital divestment, and send them to the Ministry of Finance for summarization and reporting to the Prime Minister for consideration and approval.

c/ For enterprises with contributed capital amounts of parent companies in the parent company-subsidiary model not specified at Point b of this Clause and enterprises with contributed capital amounts of enterprises in which the State holds more than 50% of charter capital or total voting shares:

The owner-representing agencies shall consider, review and give their opinions on enterprises with contributed capital amounts of parent companies and enterprises with contributed capital amounts of enterprises in which the State holds more than 50% of charter capital or total voting shares that are not subject to reorganization under Point a, Clause 1 and Clause 2, Article 5 of this Decision, and send them to the Ministry of Finance for summarization and reporting to the Prime Minister for consideration and approval. After obtaining the Prime Minister’s permission, the owner-representing agencies shall approve or give written approval to persons representing state capital amounts in enterprises to contribute opinions, vote and make decisions at General Meetings of Shareholders of parent companies on the approval of the ratio of shares and contributed capital amounts of parent companies and enterprises with contributed capital amounts of enterprises in which the State holds more than 50% of charter capital or total voting shares upon the ownership transformation, reorganization or state capital divestment. 

The owner-representing agencies shall consider, review and decide on enterprises with contributed capital amounts of parent companies and enterprises with contributed capital amounts of enterprises in which the State holds more than 50% of charter capital or total voting shares that are not subject to reorganization under Point b, Clause 1 and Clause 2, Article 5 of this Decision, and approve or give written approval to persons representing state capital amounts in enterprises to contribute opinions, vote and make decisions at General Meetings of Shareholders of parent companies on the approval of the ratio of shares and contributed capital amounts of parent companies and enterprises with contributed capital amounts of enterprises in which the State holds more than 50% of charter capital or total voting shares upon the ownership transformation, reorganization or state capital divestment.”

Article 2. To supplement, replace and annul a number of provisions of the Prime Minister’s Decision No. 22/2021/QD-TTg of July 2, 2021, on criteria for classification of wholly state-owned enterprises and state-invested owned enterprises subject to ownership transformation, reorganization or state capital divestment in the 2021-2025 period.

1. To supplement or replace a number of words and phrases in the following articles, clauses and points:

a/ To replace the word “decide” at Point b, Clause 1, Article 5 with the word “propose”;

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

2. To supplement Point c, Clause 1, Article 5 as follows:

“c/ Parent companies shall propose to hold 50% or less of the charter capital or not to hold shares or contributed capital of enterprises that do not fall into the cases specified at Points a and b, Clause 1, Article 5 of this Decision as suitable to practical operations of the enterprises.”

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

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

Article 3. Implementation organization responsibility

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. Implementation provisions

1. This Decision takes effect on July 1, 2025.

2. For enterprises whose restructuring schemes and plans on reorganization of wholly state-owned enterprises and state-invested owned enterprises in the 2022-2025 period have been approved by competent authorities, the approved schemes and plans shall prevail.

3. For enterprises whose restructuring schemes and plans on reorganization of wholly state-owned enterprises and state-invested owned enterprises in the 2022-2025 period have not been approved by competent authorities, the owner-representing agencies shall review these regulations to complete the schemes and plans and submit them to competent authorities for consideration and approval.-

For the Prime Minister
Deputy Prime Minister
HO DUC PHOC