The Draft Law on State Capital Management and Investment in Enterprises has many new points to suit practical requirements.

Creating conditions for SOEs to be autonomous and self-responsible

The Draft Law on State Capital Management and Investment in Enterprises was approved in principle at the 9th Session (May 2025), will be submitted to the National Assembly for the first comments at the 8th Session (October 2024) and is expected to take effect from January 1, 2026.

Attending and speaking at the workshop held on August 13, 2024, Minister of Finance Ho Duc Phoc emphasized that this is a very important law project, affecting state-owned enterprises. The Minister affirmed that state capital invested in enterprises and facilitated conditions for business leaders to use must be preserved, capital sources must be developed, jobs must be created, profits must be made, and the State budget must be paid. To do this, according to the Minister, legal policies must create the best conditions for state-owned enterprises to promote development, autonomy, and self-responsibility.

Agreeing with the view of Minister Ho Duc Phoc, Chairman of the National Assembly's Finance and Budget Committee Le Quang Manh said that reviewing the legal system, policy mechanisms on SOEs, especially the mechanisms related to the management of capital and state assets at enterprises as well as restructuring, innovating and improving the efficiency of SOEs is extremely urgent and necessary. Thereby, separating and clearly defining the function of the owner of state capital assets with the function of enterprise governance as well as the function of state management of enterprises.

Ensure ease of implementation

According to experts and businesses, the draft Law on State Capital Management and Investment in Enterprises has many new points to suit practical requirements, truly "unleashing" the operations of state-owned enterprises.

Specifically, it is not to rename the Law, but also to separate and clearly define the function of capital ownership from the function of state management, clearly assign and strongly decentralize the work of management, inspection, supervision, reporting and explanation of state capital investment in enterprises, the draft Law in the direction that the State and the Government manage the capital owner representative agency, the capital owner representative agency manages the capital portion at enterprises with direct state capital investment, and enterprises with direct state capital investment are responsible for managing the capital portion at other enterprises with state capital investment.

Regarding this content, Ta Huu Doanh, Head of the General Department - Legal Affairs, Textile and Garment Group (Vinatex) said that, the draft Law has separated the groups of enterprises more clearly than the current regulations in Law No. 69/2014/QH13 on the management and use of State capital invested in production and business at enterprises, helping enterprises operate more smoothly.

However, the criteria for enterprises with State capital investment are different, so it needs to be defined more clearly and specifically, it should be enterprises with investment capital of more than 50 percent of the charter capital of F1 enterprises because if they own a small number of shares, they will not have the right to control.

Along with the above content, the provisions of the draft Law also clearly define the content of state capital investment management in enterprises; clearly assign, strongly decentralize and specifically implement important capital investment contents, with large investment capital, associated with the selection of state capital investment managers; on that basis, specify the order, procedures, and authority on personnel work, business strategy, annual business plan and profit distribution plan of enterprises.

Regarding the rate of setting up the Development Investment Fund for enterprises from after-tax profits, the Ministry of Finance is proposing 3 options, but currently all opinions are leaning towards option 2, which is to set up a maximum of 80% of after-tax profits into the Fund to ensure that enterprises have resources to implement investment.

In addition, the draft Law specifically stipulates the order, procedures, and documents for the competent authority to only approve the investment policy, while the enterprise decides to invest and implements the order and procedures according to the provisions of the Law on Investment and the Law on Construction. According to the assessment, this provision ensures the principle that the State is the owner of capital investment but does not administratively intervene in the production and business management activities of the enterprise.

Of course, because the law is complex and affects the operations of the state-owned enterprises (SOEs) that play the role of “locomotives” of the business community, there are still some conflicting opinions. The management agencies and drafting agencies have committed to receiving comments for amendments and supplements, ensuring that implementation is convenient for owners, enterprises, ministries, branches and localities.

General comments on the draft Law, through practical research and the content of the assessment and summary of Law No. 69/2014/QH13, the State Capital Management Committee at Enterprises believes that, the Ministry of Finance needs to continue to research, pay attention, and focus on prioritizing the development of regulations in the draft Law to resolve difficulties and obstacles in the implementation of Law No. 69/2014/QH13.

In which, it is necessary to fully institutionalize the viewpoints and policies of the Party and State on innovation, restructuring and development of state-owned enterprises in accordance with the socio-economic development conditions of the country, the socialist-oriented market economy.

At the same time, inherit and promote the regulations that are still suitable to reality, as well as promote decentralization and delegation of power to the representative agencies of owners and enterprises, reducing the administrative work that must be considered and decided by the Government, the Prime Minister…