Directive No. 16/CT-TTg dated June 5, 2025 on promoting the finalization of equitization, and remittance of proceeds from equitization and state divestment into The enterprise arrangement and development support fund (now the state budget)

DIRECTIVE

ON PROMOTING THE FINALIZATION OF EQUITIZATION, AND REMITTANCE OF PROCEEDS FROM EQUITIZATION AND STATE DIVESTMENT INTO THE ENTERPRISE ARRANGEMENT AND DEVELOPMENT SUPPORT FUND (NOW THE STATE BUDGET)

In recent years, the restructuring, reorganization, renovation, and equitization of state-owned enterprises (SOEs), as well as state capital divestment, have achieved significant results. Mechanisms and policies on organizational reform, management, restructuring, equitization, and state capital divestment have been fully promulgated, and are continuously being reviewed and improved to ensure greater rigor, transparency, and maximization of State benefits, while removing difficulties and obstacles to accelerate the progress of equitization and divestment, and minimize capital and asset losses during the equitization, divestment, and restructuring of SOEs and enterprises with state capital. As of December 31, 2024, a total of 118 enterprises had their restructuring plans approved by competent authorities under Decision No. 360/QD-TTg dated March 17, 2022 of the Prime Minister. During the 2021 - 2024 period, state capital was divested from 15 enterprises, with a book value of VND 405.2 billion and actual proceeds of VND 656.9 billion. The actual revenue from state capital sales in the 2021 - 2023 period was VND 14,617 billion. The expected revenue from state capital sales in the 2024 - 2025 period is VND 47,958.36 billion.

Alongside the achieved results, the restructuring, reorganization, renovation, equitization of state-owned enterprises (SOEs), and state capital divestment still face several shortcomings and limitations. Some ministries, sectors, and localities have yet to approve the restructuring plans of SOEs under their management and have not completed the equitization and divestment plans in accordance with the approved schedule. Many enterprises have not had their equitization finalization approved by the representative agencies of state ownership.

According to Point c, Clause 24, Article 1 of the Government’s Decree No. 140/2020/ND-CP dated November 30, 2020, after an enterprise is issued with the first Certificate of Business Registration as a joint stock company, the agency representing state ownership is responsible for leading and coordinating with relevant authorities to resolve financial issues, approve the financial statements at the official time of transformation into a joint stock company, and finalize the equitization costs. However, as of December 2024, there were still 28 enterprises whose equitization finalization had not been approved by the representative agencies of state ownership.

The delay in approving the equitization finalization by the agencies representing state ownership is due to both objective and subjective reasons: Some enterprises are medium or large-sized, with complex financial issues of historical nature, resulting in prolonged financial handling, enterprise valuation, and equitization finalization processes; land-related procedures face many difficulties, especially in determining competence, preparing dossiers, and approving land use plans. Some localities have been slow to respond or have not provided opinions on the rearrangement and handling of housing and land.

In order to promote the finalization of equitization and the remittance of proceeds from equitization and state capital divestment into the Enterprise Arrangement and Development Support Fund (now the State Budget), the Prime Minister hereby requests:

1. Ministries, ministerial agencies, Governmental agencies, People’s Committees of provinces and centrally-affiliated cities, and the State Capital Investment Corporation (SCIC) shall:

a) Urgently direct enterprises under their management to accelerate the equitization finalization process for those that have not yet completed the finalization of state capital at the official time of transformation into joint stock companies; clarify the implementation status of finalizing state capital at the time of official transformation, the situation of revenue collection and remittance, and identify receivables and remitted amounts from equitization (including proceeds from initial share sales, additional share issuances, and the difference between state capital at the time of official transformation and the actual value of state capital at the time of enterprise valuation).

b) Promptly provide guidance to equitized enterprises to resolve outstanding issues and difficulties in the equitization finalization process in accordance with legal regulations. For issues beyond their authority, promptly report to competent authorities and simultaneously send to the Ministry of Finance for consolidation and advice to the Prime Minister and the Government for consideration and direction.

c) Expeditiously carry out all tasks related to equitization finalization and complete them within 2025, and be held accountable to the Government and the Prime Minister for any failure to finalize and transfer enterprises to joint stock companies under their management as prescribed.

In cases where finalization cannot be completed, clearly report the reasons and propose deadlines and handling plans to the Ministry of Finance for consolidation and reporting to the Prime Minister.

d) Fully and strictly fulfill responsibilities in accordance with the Government’s Decree No. 148/2021/ND-CP dated December 31, 2021 and Circular No. 57/2022/TT-BTC dated September 16, 2022 of the Ministry of Finance, including the review and identification of amounts payable to the Fund (including principal debts and recalculated late payment interest in accordance with Clause 1, Article 10 of Circular No. 57/2022/TT-BTC) at enterprises subject to ownership conversion or capital transfer as decided by authorities, provincial-level People’s Committees, or as assigned by the Prime Minister (including amounts payable to the Fund as of March 31, 2022, which were sent by the Ministry of Finance to authorities and provincial People’s Committees); and urge relevant entities to remit such amounts to the central and local budgets in accordance with the decentralization scheme.

2. The State Capital Investment Corporation (SCIC):

In addition to performing the tasks specified in Section 1 above (for enterprises where SCIC is the decision-making authority for equitization), shall complete the following tasks in 2025:

a) Closely coordinate with ministries, ministerial agencies, Governmental agencies, and People’s Committees of provinces and centrally-affiliated cities to review enterprises for which the state ownership representation rights have been transferred to SCIC, and thoroughly resolve outstanding issues and limitations in equitization finalization for those enterprises.

b) Fully perform responsibilities as prescribed in Clause 4, Article 9 of Circular No. 57/2022/TT-BTC .

3. People’s Committees of provinces and centrally-affiliated cities:

a) Promptly provide attention and direction to relevant local agencies to give specific opinions on the land use plans of equitized enterprises within their competence to ensure equitization finalization in accordance with regulations.

b) Be responsible for providing opinions on the land area to be continued in use by the enterprise post-equitization and on the specific land prices for the allocated land areas, in accordance with land laws.

4. Equitized enterprises:

Representatives of state capital at equitized enterprises are required to:

a) Report to ministries, ministerial agencies, Governmental agencies, provincial-level People’s Committees, and SCIC on any arising issues, difficulties, or obstacles related to equitization finalization during the enterprise’s operation for resolution. If the issues exceed their competence, these authorities and SCIC shall report to the Ministry of Finance (specifying matters under the competence of the Government or the Prime Minister) for consolidation and proposal to the Government or the Prime Minister for direction.

b) Request ministries, ministerial agencies, Governmental agencies, provincial-level People’s Committees, and SCIC to approve the value of state capital at the official time of transformation into a joint stock company and finalize equitization proceeds, finalization of support funds for redundant employees, and equitization costs; and determine any additional payable amount due to discrepancies between the state capital value at the time of transformation and the value determined during enterprise valuation (if any), in accordance with regulations.

5. Ministry of Finance:

In addition to implementing the tasks specified in Section 1 (inherited from the Committee for Management of State Capital at Enterprises), shall be responsible for:

a) Regularly reviewing mechanisms, policies, and legal normative documents to promptly revise or supplement them if necessary.

b) Taking the lead in submitting to the Government the following draft documents: (i) A Decree on elaboration of the Law on Management and Investment of State Capital in Enterprises (including provisions for addressing issues related to equitization finalization), in accordance with the direction of the Standing Government as stated in Notice No. 211/TB-VPCP dated April 29, 2025 and of the Deputy Prime Minister as stated in Document No. 4590/VPCP-DMDN dated May 23, 2025; (ii) A Decree amending several articles of Decree No. 148/2022/ND-CP (including proposals for handling late payment interest arising after April 1, 2023), as assigned by the Government’s leadership in Point 1(a) of Document No. 7802/VPCP-DMDN dated October 23, 2024 by the Government Office.

c) Taking the lead and coordinating with the Ministry of Justice to review proposals submitted to the Prime Minister concerning difficulties in determining receivables from equitization and state capital divestment, ensuring consistency with the Prime Minister’s authority (as assigned in Point 1(c) of Document No. 7802/VPCP-DMDN dated October 23, 2024).

d) Consolidate difficulties and obstacles reported by ministries, ministerial agencies, Governmental agencies, People’s Committees of provinces and centrally-affiliated cities, and the State Capital Investment Corporation (SCIC); and provide advice and proposals to the Government and the Prime Minister on appropriate handling measures as required under Points 1(b) and 4(a) above.

6. The Government Office shall monitor and urge ministries, agencies, localities, and enterprises to fulfill the tasks assigned in this Directive in accordance with regulations./.

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[1] Detailed reasons why enterprises have not had their equitization finalization approved by the agencies representing state ownership are consolidated by the Ministry of Finance in the Appendix attached hereto.