Vietnam issues new criteria for restructuring State capital in enterprises

9 September 2026

On 5 August 2026, the Prime Minister of Vietnam issued Decision No. 40/2026/QD-TTg (“Decision 40”), setting out criteria for classifying State-owned enterprises (“SOEs”) by industry and sector and prescribing the corresponding framework ratios of State capital to be held in those enterprises. Decision 40 took effect on 5 August 2026.

This article provides an overview of some of the key aspects of Decision 40.

Classification criteria

The classification criteria set out in Decision 40 provides the basis for developing plans to arrange and restructure State capital in enterprises, including determining whether the existing State ownership ratio should be maintained or whether State capital should be restructured. Decision 40 applies to SOEs and certain other enterprises with State capital, as well as agencies representing the State owner and representatives of State capital invested in enterprises.

Agricultural and forestry companies, enterprises directly serving national defence and security, and enterprises combining economic activities with national defence and security are subject to separate regulations of the Government or Prime Minister.

Classification according to State ownership ratio

Decision 40 divides enterprises covered by its industry and sector-based classification criteria into three broad categories according to the level of State ownership to be maintained following restructuring. These categories are discussed below.

(i) Enterprises in which the State holds 100% of charter capital

The State is to retain 100% ownership of enterprises operating in specified industries and sectors considered essential, strategic or otherwise requiring full State ownership. These include enterprises:

  • supplying essential public utility products and services;
  • operating in natural monopoly sectors;
  • operating in certain other industries and sectors specified in Decree No. 366/2025/ND-CP, which was issued in December 2025 and governs the management and investment of state capital in enterprises (“Decree 366”);
  • applying high technology or undertaking investment projects with minimum investment capital of VND12 trillion;
  • manufacturing cigarettes;
  • operating in specified areas important to national defence and security;
  • operating in key and essential sectors of the economy, including energy, food, strategic mineral exploitation and processing, and basic chemicals; and
  • developing or operating specified data infrastructure, digital infrastructure, national digital content platforms and certain other digital platforms and content.

The Prime Minister may determine that other enterprises should remain wholly State-owned where they operate in key areas for national defence and security or in other key and essential sectors of the economy.

(ii) Enterprises in which the State holds at least 65% of charter capital

Decision 40 requires the State to retain at least 65% of charter capital following restructuring for enterprises operating in specified sectors, including:

  • airport management and operation, certain aviation services and air transport;
  • management and operation of berths at special seaports;
  • large-scale mineral exploitation;
  • production of State-commissioned or State-sponsored animated films for children;
  • finance and banking, subject to specified exclusions;
  • mechanical engineering and the production and trading of fertilisers and phosphorus-containing fertilisers;
  • enterprises meeting essential needs in mountainous, remote and isolated ethnic minority areas; and
  • exploitation, production and supply of clean water, and urban and rural drainage.

The finance and banking category excludes insurance, securities and fund management companies, finance companies, financial leasing companies, and the Vietnam Bank for Agriculture and Rural Development.

(iii) Enterprises in which the State holds more than 50% but less than 65% of charter capital

A State ownership ratio of more than 50% but less than 65% applies to enterprises operating in the following sectors:

  • Key petroleum import enterprises accounting for at least 30% of market share and playing a role in ensuring major economic balances and market stability;
  • Providers of telecommunications services with network infrastructure of particular importance to the national telecommunications infrastructure and which directly affects socio-economic development and national defence and security, as determined by the Prime Minister; and
  • Mineral prospecting, exploration and reserve evaluation, excluding oil and gas.

Treatment of enterprises outside specified industries and sectors

Decision 40 also establishes rules for certain enterprises whose industries or sectors do not fall within the classifications in the Appendix to Decision 40.

An enterprise may nevertheless be subject to State capital restructuring under Decision 40 where it meets specified criteria. These include cement producers accounting for at least 30% of market share and exploiting raw material mines in areas important to national defence and security; enterprises deriving at least 50% of their total revenue from public utility activities for three consecutive years immediately preceding restructuring; certain enterprises with cultural, historical, architectural or national brand value or an important national defence, security, political or socio-economic role; and enterprises engaged in waste collection, transportation and treatment, public lighting, or the planting and maintenance of trees.

Where the State currently holds more than 50% of the charter capital of such an enterprise, the State is generally required to continue to hold more than 50%. Where State ownership is 50% or less, the right to represent the State capital may be transferred to an enterprise with a State capital investment and trading function or an SOE in the same industry for management, development investment, restructuring, capital supplementation or divestment.

For enterprises that neither operate in an industry or sector specified in the Appendix nor meet the additional criteria described above, restructuring is generally to be undertaken on the basis that the State will cease to hold capital in the enterprise, unless otherwise provided under specialised legislation.

Certain departures from these rules require consideration and approval by the Prime Minister, including proposals to apply a different State capital framework ratio from that specified in the classification criteria; for the State to cease holding more than 50% in an enterprise that would otherwise be subject to that ownership threshold; or for the State to continue holding capital in an enterprise that falls outside the classification criteria.

Enterprises operating in multiple sectors

Decision 40 also provides a mechanism for determining the applicable State ownership ratio where an enterprise operates in multiple industries or sectors.

The applicable industry or sector is generally determined by reference to the activity accounting for the largest proportion of the enterprise’s total output or total revenue for the three consecutive years immediately preceding approval of its five-year State capital restructuring plan. For enterprises operating under a parent company-subsidiary model, this determination is based on the consolidated financial statements.

If the relevant proportion of output or revenue changes by the time restructuring is implemented, the competent authority may adjust the five-year restructuring plan to reflect the enterprise’s actual operations.

Five-year State capital restructuring plans

Decision 40 requires five-year State capital restructuring plans to identify:

  • SOEs that will maintain their existing State ownership ratios;
  • SOEs and other enterprises with State capital that will undergo restructuring, including the restructuring method, State ownership ratio and expected completion date for each enterprise;
  • implementation measures and responsibilities, where applicable; and
  • any other matters considered appropriate by the agency representing the State owner.

Restructuring must comply with applicable laws and State policies and seek to enhance business efficiency, operational capacity, and competitiveness while preserving and developing State capital and preventing waste and loss of State capital and assets.

Agencies representing the State owner are generally required, within 30 working days from 5 August 2026, to approve five-year restructuring plans for enterprises under their management and submit them to the Ministry of Finance for consolidation and monitoring.

Restructuring of investments held by SOEs

The Board of Members or Company President of a wholly SOE is responsible for approving a five-year plan for restructuring capital invested by that enterprise in other enterprises. The ownership ratios prescribed by Decision 40 generally apply correspondingly to these investments.

For investments in enterprises outside the specified classifications, the Board of Members or Company President may decide whether the investment should be retained where it directly serves the SOE’s business sector or value chain, or where the investee operates efficiently and plays an important or necessary role in the development of enterprises within the relevant parent company-subsidiary group.

Where these conditions are not met, restructuring should be undertaken with a view to the SOE ultimately ceasing to hold shares or capital contributions in the investee at an appropriate time, while protecting the legitimate and maximum interests of the SOE.

Similar requirements apply to representatives of State capital in enterprises in which the State holds more than 50% of charter capital. Such representatives must obtain the views of the agency representing the State owner before participating in discussions or voting on five-year restructuring plans relating to investments made by those enterprises.

Transitional arrangements

Decision 40 provides transitional treatment for enterprises that completed capital restructuring before 5 August 2026 but whose existing State ownership ratio is below the new framework ratio.

The competent authority may maintain the existing ownership ratio or make additional capital investments, where such investment is permitted under Decree 366, to bring State ownership within the framework prescribed by Decision 40. This is subject to any contrary decision of the Government or Prime Minister or requirements under specialised legislation.

For enterprises engaged in the exploitation, production, and supply of clean water or urban or rural drainage that currently operate as wholly State-owned single-member limited liability companies, the agency representing the State owner may decide either to maintain full State ownership or restructure State capital in accordance with the new classification criteria, taking into account the enterprise's operations and local socio-economic development requirements.

Next steps

For the 2026-2030 period, the Ministry of Finance is required to consolidate information on the issuance of five-year State capital restructuring plans nationwide and report to the Prime Minister in the fourth quarter of 2026.

From 2031 onwards, ministries, ministerial-level agencies, provincial and municipal People’s Committees and SOEs must re-approve five-year restructuring plans for each five-year period, with this process to be completed in the first quarter of the first year of the relevant period.

For specified enterprises, the agency representing the State owner must also submit proposed five-year restructuring plans to the Ministry of Finance in the first quarter of the first year of each five-year period from 2031 onwards, for consolidation and submission to the Prime Minister before 30 April.

In addition, before 31 January of each year, ministries, ministerial-level agencies, and provincial and municipal People’s Committees must report on the implementation of the five-year restructuring plans to the Steering Committee for Enterprise Reform and Development and the Ministry of Finance.

The restructuring required to bring State capital holdings in line with the new framework may also give rise to M&A opportunities, including through acquisitions and divestments as State ownership levels are increased, reduced, or eliminated in relevant enterprises.