Removing obstacles in ownership conversion and restructuring of state-owned enterprises

Producing crankshafts for motor vehicles at Song Cong Diesel One Member Co., Ltd. Illustrative photo: Anh Tuan/VNA

Clause 3, Article 4 of Decision No. 22/2021/QD-TTg stipulates: "The owner's representative agency is responsible for implementing the Enterprise Restructuring Plan for the period 2021 - 2025 approved by the Prime Minister ; reporting to the Prime Minister for consideration and decision in writing on individual cases that cannot be implemented according to this Decision."

However, the Ministry of Finance said that during the implementation process, some agencies had unclear opinions about the subjects of enterprises that the owner representative agencies need to report to the Prime Minister in case of failure to implement according to Decision 22/2021/QD-TTg, including only level 1 enterprises or also level 2 enterprises (subsidiaries of the parent company decided to establish and assign management by the owner agency).

In order to promote decentralization, give more power to the owner's representative agency and unify the understanding and implementation process of this regulation, the Prime Minister issued Decision No. 13/2025/QD-TTg amending and supplementing Clause 3, Article 4 of Decision No. 22/2021/QD-TTg in the direction of clearly stating each enterprise subject to which the owner's representative agency reports to the Prime Minister for consideration and decision in case it cannot be implemented according to Decision No. 22/2021/QD-TTg.

Specifically, according to the new regulations in Decision No. 13/2025/QD-TTg, the owner's representative agency is responsible for implementing the Enterprise Restructuring Plan for the period 2021 - 2025 approved by the Prime Minister.

The owner representative agency is responsible for: Proposing and sending to the Ministry of Finance for synthesis and reporting to the Prime Minister for consideration and decision by administrative document; or considering and deciding according to its authority on the conversion of ownership, rearrangement, and divestment of enterprises other than those prescribed in Decision 22/2021/QD-TTg as follows:

For state-owned enterprises and enterprises with state capital: The owner's representative agency shall propose and send to the Ministry of Finance for synthesis and report to the Prime Minister for consideration and approval not to comply with this Decision and the proportion of shares and capital contributions held by the State in the enterprise when converting ownership, restructuring, and divesting capital.

For enterprises with capital contributions from the parent company whose restructuring project is approved by the Prime Minister: The owner's representative agency shall review, examine and give opinions, send to the Ministry of Finance for synthesis, report to the Prime Minister for consideration and approval of enterprises with capital contributions from the parent company that do not carry out the arrangement according to Clause 1, Clause 2, Article 5 of this Decision and the ratio of shares and capital contributions that the parent company holds in these enterprises when implementing equitization and divestment.

For enterprises with capital contributions from the parent company in the parent company - subsidiary model not subject to the provisions of Point b of this Clause and enterprises with capital contributions from enterprises in which the State holds more than 50% of the charter capital or total number of voting shares: The owner's representative agency shall consider, review and give opinions, send to the Ministry of Finance for synthesis, report to the Prime Minister for consideration and approval of enterprises with capital contributions from the parent company, enterprises with capital contributions from enterprises in which the State holds more than 50% of the charter capital or total number of voting shares not to be arranged according to Point a, Clause 1, Clause 2, Article 5 of this Decision. After being permitted by the Prime Minister, the owner's representative agency shall approve or give consent for the representative of the State capital portion at the enterprise to participate in giving opinions, voting, and deciding at the General Meeting of Shareholders of the parent company on approving the ratio of shares and capital contributions of the parent company and enterprises with capital contributions of enterprises in which the State holds more than 50% of the charter capital or total number of voting shares held at these enterprises when implementing ownership conversion, rearrangement, and divestment.

The owner's representative agency shall consider, review and decide whether the enterprise with capital contribution from the parent company, the enterprise with capital contribution from the enterprise in which the State holds more than 50% of the charter capital or total number of voting shares shall not be arranged according to Point b, Clause 1, Clause 2, Article 5 of this Decision and shall approve or give consent for the representative of the State capital portion at the enterprise to participate in giving opinions, voting and deciding at the General Meeting of Shareholders of the parent company on approving the ratio of shares, capital contribution of the parent company and the enterprise with capital contribution from the enterprise in which the State holds more than 50% of the charter capital or total number of voting shares held at these enterprises when implementing ownership conversion, rearrangement and divestment.

Decision 13/2025/QD-TTg takes effect from July 1, 2025.

According to News and People Newspaper

Source: https://doanhnghiepvn.vn/doanh-nghiep/go-vuong-trong-chuyen-doi-so-huu-sap-xep-lai-doanh-nghiep-nha-nuoc/20250516060329635