Unlocking state capital resources in enterprises

As Vietnam deepens its economic integration, the revision of the current law is expected to both improve the efficiency of state capital management and usage, and ensure coherence across the legal system while reaffirming the role of state-owned enterprises (SOEs) in the national economy.

Clearly defining management object

According to legal experts, this is a complex and challenging legislative project involving numerous new issues, requiring in-depth and cautious research. Over the past period, the Ministry of Finance has worked closely with relevant agencies to address the limitations of the Law No. 69/2014/QH13, particularly by shaping new regulations on methods for analysing, evaluating, and quantifying the effectiveness of state capital investments in enterprises.

The revised law must consistently follow the principle of reducing operational costs for businesses, limiting the "ask-give" administrative mechanism, and aligning with the goals and requirements set out in resolutions of the Party and central agencies. It must also resolve long-standing institutional bottlenecks. The task of codifying policies and guidelines of the Party and state on improving the management and efficiency of state capital in enterprises is particularly demanding.

Therefore, during the drafting process, and to ensure alignment with the principle that the State manages capital flows and only within the scope of its actual equity participation, the Government has agreed not to include “enterprises with other forms of state capital investment” within the scope of the new law. Instead, the responsibility lies with the directly invested enterprises.

Accordingly, Article 2 of the draft law outlines the scope of application to include: SOEs as defined by law; enterprises and credit institutions in which the State holds 50% or more of charter capital; State capital ownership representatives; and related agencies, organisations, and individuals.

A representative from Petrovietnam expressed strong support for this key amendment. The representative also recommended that second-tier subsidiaries (F2) should not fall under the law’s governance scope. In principle, state capital management should only extend to first-tier subsidiaries (F1) of SOEs.

Promote decentralisation and delegation of authority

With the revised law expected to retain the valuable content of Law No. 69/2014/QH13, Deputy Prime Minister Ho Duc Phoc directed that the new law’s structure must be accessible and easy to implement. Substantively, the law must ensure the principle: “Wherever there is state capital, there must be state management.” The challenge lies in selecting an appropriate management model that ensures both effective oversight and developmental facilitation.

Echoing this view, Petrovietnam’s representative proposed that the revised law should strongly and clearly decentralise decision-making powers, especially regarding the annual business and production plans of Boards of Members and Boards of Directors. They also recommended adding provisions on risk management and performance evaluation mechanisms that reflect business activities over time.

Moreover, a representative from Vietnam Electricity (EVN) suggested that the law should clarify the scope of delegated authority regarding investment decisions, the approval of annual and five-year business plans, the concept of the Development Investment Fund, capital supplementation management, and profit distribution mechanisms. Limiting state management to F1 entities will grant enterprises greater autonomy and accountability. Additionally, the law should focus on providing a regulatory framework while expanding delegated authority to enterprise-level actors.

Deputy Minister Cao Anh Tuan affirmed that the Ministry of Finance will continue reviewing and incorporating feedback to finalise the draft law to report to the Government, which will submit to the National Assembly’s Standing Committee, and the National Assembly. With the new draft oriented towards managing “capital flows,” the ministry aims to refine definitions, retain appropriate regulations from the Law No. 69/2014/QH13, and shift towards post-audit mechanisms. It will also institutionalise relevant provisions of Resolution No.57-NQ/TW and Resolution No. 193/2025/QH15 on breakthrough mechanisms for the development of science, technology, and innovation.

The Viettel Group representative praised the drafting agency for integrating many business recommendations, especially those concerning salary mechanisms, decision-making powers in business operations, and investment in science, technology, and innovation. Viettel also expressed support for the view that the law’s scope should focus solely on F1 enterprises.

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