Key new points of Decree 57/2026/ND-CP on restructuring State capital in enterprises

1. Change in entities subject to equitization

According to Article 5 of Decree 57/2026/ND-CP, an equitized enterprise is a level-I enterprise converted into a joint-stock company, including:

• The parent company of an economic group or the parent company of a state-owned corporation;
• The parent company in a parent company – subsidiary conglomerate;
• An independent single-member limited liability company in which the State holds 100% of its charter capital.

Meanwhile, under the previous regulations in Point a Clause 2 Article 1 of Decree 140/2020/ND-CP, enterprises subject to equitization included:

• Enterprises in which the State holds 100% of charter capital, organized as single-member limited liability companies, including:
  • Companies in which the State holds 100% of charter capital that are parent companies of economic groups/state-owned corporations/parent companies in parent company – subsidiary conglomerates;
  • Independent companies in which the State holds 100% of charter capital.
• Single-member limited liability companies in which state-owned enterprises invest 100% of charter capital (hereinafter referred to as level-II enterprises).

2. Adjustment to conditions for equitization of state-owned enterprises

In addition to changes to the entities subject to equitization, a notable new point of Decree 57/2026/ND-CP on restructuring State capital in enterprises is the adjustment of conditions for the equitization of state-owned enterprises.

Specifically, only two conditions remain for carrying out the equitization of the above enterprises:

• They must not fall into the category in which the State needs to hold 100% of charter capital.

  Meanwhile, under the previous regulation at Point a Clause 2 Article 1 of Decree 140/2020/ND-CP, the list of enterprises in which the State holds 100% of charter capital was decided by the Prime Minister in each period.

• After financial settlement and determination of enterprise value, the actual value of the enterprise must be equal to or greater than its payable debts.

  This new provision replaces the previous wording “revaluation of enterprise value” with “determination of enterprise value.”

• The regulation requiring enterprises subject to re-arrangement and handling of houses and land to have an approved plan for such re-arrangement and handling has been abolished.

For enterprises that, after financial settlement and determination of enterprise value, have an actual value lower than their payable debts, they must continue coordinating with the Vietnam Debt and Asset Trading Corporation (DATC) and the enterprise’s creditors to:

• Develop a debt purchase and settlement plan to restructure the enterprise so that it becomes eligible for equitization;
• If such a plan is not feasible, switch to another form of enterprise transformation.

3. Only two methods remain for the initial offering of shares

Pursuant to Article 9 of Decree 57/2026/ND-CP, the initial offering of shares is carried out using only two methods:

• public auction
• direct negotiation

Meanwhile, under the previous regulation in Clause 2 Article 7 of Decree 126/2017/ND-CP, the initial offering of shares could be conducted through four methods, including:

• public auction
• underwriting
• direct negotiation
• book building. Under this method, the applicable entities were determined based on the decision of the Prime Minister assigning the Ministry of Finance to provide detailed guidance.

Thus, under the new regulation, instead of four methods, there are now only two methods for the initial offering of shares.

4. Adjustment to the value of an enterprise’s goodwill

According to Article 33 of Decree 57/2026/ND-CP, the value of goodwill of the enterprise has been adjusted as follows:

• The brand value of the equitized enterprise is determined based on expenses actually incurred from the creation and protection of trademarks and trade names during the enterprise’s operations within 10 years preceding the date of its valuation, instead of 05 years as previously prescribed.
• The method for determining the value of development potential of the enterprise has been changed:
  • The provision stating that this value “is included in the value of the equitized enterprise” has been abolished.
  • State capital is now defined as the entire balance of the equity.

Meanwhile, under Point b Clause 2 Article 31 of Decree 126/2017/ND-CP, State capital was determined based on the balances of the following accounts recorded in the accounting books:

• Owner’s investment capital – Account 411;
• Development investment fund – Account 414;
• Capital for basic construction investment – Account 441.

In addition, the new regulation supplements provisions concerning cases where the equitized enterprise owns intangible fixed assets, including: goodwill in mineral and raw material mining, project development rights, rights to manage and operate infrastructure projects in industrial parks, and unidentifiable intangible fixed assets.

In such cases, the owner-representing agency is responsible for selecting the method for determining the value of goodwill of the equitized enterprise as prescribed or another appropriate method to ensure that the enterprise’s goodwill value is fully and accurately reflected.