Vietnam Business Law

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Equitisation alternatives in Vietnam

Equitisation (cổ phần hóa) is often considered the more preferable way to privatize a wholly State-owned enterprise (100% SOE). However, there are other alternatives to equitisation as follows:

  • Restructuring Equitisation: Equitisation can only be applied to 100% SOE which is organised in the form of a single-member limited liability company (LLC) and which has positive owner equity. If a 100% SOE which is a single-member LLC has negative owner equity then the 100% SOE could be put through a restructuring/equitisation process with the participation of the Debt and Asset Trading Corporation (DATC) and other creditors in accordance with Circular 194/2013 of the Ministry of Finance. The end result of the restructuring/equitisation process is also a new joint stock company established from the assets and liabilities of the 100% SOE.
  • “Sale” under Decree 109/2008: A 100% SOE which is a single-member LLC can be sold to one or more investors including foreign investors in accordance with Decree 109/2008, if the 100% SOE cannot be equitised or if the Prime Minister allowed the 100% SOE to be sold. In practice, few 100% SOEs have been sold in accordance with Decree 109/2008. It appears that a sale under Decree 109/2008 is an asset sale rather than an equity sale. 
  • Free grant under Decree 109/2008: A 100% SOE which is a single-member LLC and which has a total assets value of no more than VND 15 billion and has no valuable real property can be granted for free to the employees of the 100% SOE in accordance with Decree 109/2008, if the 100% SOE cannot be equitised or if the Prime Minister allowed the 100% SOE to be granted for free. Again, in practice, few 100% SOEs have been sold in accordance with Decree 109/2008.
  • Conversion into two members or more LLC: Under Decree 71/2013 and Circular 220/2013 of the Ministry of Finance, a 100% SOE which is a single-member LLC can also be converted into two members or more LLC by way of sale of equity interests to other investors. The conversion needs to be approved by the Prime Minister. Conversion into two members or more LLC seems to be a new alternative. 
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