Decree 57/2026/ND-CP on Restructuring State Capital in Enterprises (Equitization)
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Based on:57/2026/ND-CP - Government Official Gazette
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On 12 February 2026, the Government issued Decree No. 57/2026/ND-CP setting out detailed rules for restructuring state capital in enterprises, implementing the Law on Management and Investment of State Capital in Enterprises No. 68/2025/QH15. The available content focuses on the equitization process - converting single-member limited liability companies wholly owned by the State (parent companies of economic groups, state corporations, or independent companies) into joint-stock companies. The Decree sets out equitization conditions and forms (keeping the state stake and issuing new shares, selling part or all of the state stake), and defines who may buy shares in the initial offering: domestic investors, foreign investors, and strategic investors. Strategic investors must meet financial-capacity and industry-experience thresholds and give binding commitments, such as keeping the brand and core business for at least 3 years, a 3-year lock-up on purchased shares, and a 20 percent deposit on the registered share value. The Decree also sets standards for valuation consulting firms, the pre-equitization financial process (asset inventory, tax finalization, handling of asset surpluses or shortfalls), tax-deductibility of equitization costs for corporate income tax purposes, and the new joint-stock company's obligation to assume employee rights and obligations. This Decree primarily affects state-owned enterprises slated for equitization, their owner-representative agencies, the auditing, valuation, and consulting firms involved in the process, and domestic or foreign investors seeking to buy shares in state enterprises. Accounting and legal teams at enterprises with state capital should track this to prepare financial records, tax finalizations, and asset disposals on time when their enterprise is designated for equitization. Note: the extracted content is cut off at the asset-method business valuation provisions (Article 29) and does not include the divestment (thoai von) chapter referenced in the document title, nor the effective-date clause.
Overview
Decree No. 57/2026/ND-CP, issued on 12 February 2026, sets out detailed rules on restructuring state capital in enterprises, implementing the Law on Management and Investment of State Capital in Enterprises No. 68/2025/QH15. The Official Gazette excerpt available (Chapters I-II) focuses on the equitization (privatization) process.
Scope and applicability
The Decree applies to: owner-representative agencies; state-owned enterprises and credit institutions in which the State holds over 50% of charter capital (except Policy Banks); representatives holding the state capital stake in joint-stock companies and multi-member limited liability companies; and other related agencies, organizations, and individuals.
An enterprise subject to equitization is a "tier-1 enterprise" - a single-member limited liability company wholly owned by the State, including: the parent company of an economic group, the parent company of a state corporation, a parent company in a parent-subsidiary group, or an independent wholly state-owned limited liability company.
Equitization conditions and forms
An enterprise may be equitized when: it is not designated for 100% state ownership, and after financial processing its actual value equals or exceeds its liabilities. If actual value is lower than liabilities, the enterprise must coordinate with the Vietnam Debt and Asset Trading Corporation to restructure its debts before equitization can proceed.
Three equitization forms: (1) retain the existing state stake and issue new shares to raise charter capital; (2) sell part of the state stake, possibly combined with a new share issuance; (3) sell the entire state stake, possibly combined with a new share issuance.
Share purchase eligibility and strategic investors
Domestic investors may buy shares without quantity limits. Foreign investors must open an account at a licensed credit institution under foreign-exchange law and may place deposits in foreign currency via bank transfer when bidding.
A strategic investor must have legal-entity status, show profits (no accumulated losses) in each of the last 2 years, have at least 3 years of experience in the enterprise's industry, and give written commitments to: maintain the core business line and brand for at least 3 years, hold purchased shares for 3 years from the date of first business registration as a joint-stock company, provide a post-equitization support plan (technology, human resources, finance, market development), and pay compensation for breach of commitments. Strategic investors must place a deposit or bank guarantee equal to 20 percent of the registered share value at the starting price.
Selling shares to strategic investors in the initial offering only applies to enterprises where the State will retain over 50% of shares post-equitization. The Decree sets detailed procedures for cases where the number of strategic investors and shares they register for exceeds or falls short of the shares offered, using the public auction result as the reference price.
Parties barred from buying shares in the initial offering include: members of the equitization Steering Committee (except enterprise representatives), consulting/auditing firms involved in the equitization, subsidiaries and affiliates within the same group, the share auction organizer, and parties related to the above.
Business valuation consulting organizations
Domestic consulting firms must hold a valuation-service license issued by the Ministry of Finance, have at least 5 years of continuous experience in valuation, auditing, accounting, or financial consulting, not be under dissolution, bankruptcy, or special control, and have no administrative violations in the preceding 5 years. Foreign consulting firms must meet equivalent standards under their home-country law. Consulting firms bear legal responsibility for valuation results, must compensate for losses caused by violations, and may not provide valuation services to an enterprise they audited or prepared financial statements for within the preceding 2 years.
Pre-equitization financial processing
The enterprise must take inventory of and classify its assets and reconcile debts as of the valuation date, have its financial statements audited, and formally request the tax authority to verify budget obligations - the tax authority must respond within 30 working days of receiving a complete filing. Asset surpluses or shortfalls against the announced enterprise value are handled by increasing or decreasing the state capital stake in the new joint-stock company (if approved by the shareholders' meeting) or booking them as business expenses; unused surplus assets are transferred to the Vietnam Debt and Asset Trading Corporation.
Equitization costs
These include direct enterprise-level costs (staff training, asset inventory, drafting the equitization plan, employee conferences, publicity, audit fees, organizing the share sale, and the first shareholders' meeting), fees paid to consulting and auditing firms, and remuneration for the Steering Committee and support team (capped at twice the reference salary rate for civil servants per month, paid for no more than 24 months). If equitization is halted, reasonable costs already incurred are booked as enterprise expenses and are deductible for corporate income tax purposes.
Disclosure and succession of rights and obligations
Equitized enterprises must publish progress, valuation results, and land-use status on the Government's information portal and report to the Ministry of Finance. Within 90 days of converting to a joint-stock company, an enterprise meeting public-company criteria must register as such and list or trade on the UPCOM system under securities law. The new joint-stock company inherits all rights, obligations, debts (including tax debts), and labor contracts from the equitized enterprise; it must retain the maximum feasible workforce and settle severance for departing employees as required by law.
Source note
The Official Gazette extract used for this summary is cut off partway through the asset-method business valuation provisions (Article 29). It does not include the divestment (thoai von) chapter referenced in the document's official title, nor the article stating the effective date.