SOE Governance Reports: Disclosure Rules in Vietnam

Who discloses the report on the governance status and organizational structure of an SOE?

The legal representative of the enterprise or the authorized person for information disclosure discloses information on the report on the governance status and organizational structure of the state-owned enterprise on a 6-month/annual basis (Article 20 of Decree 47/2021/ND-CP).

Where information is disclosed through an authorized person, the state-owned enterprise must:

• Send the authorization letter to the owner’s representative agency and the Ministry of Finance (the agency taking over state management functions over enterprises from the Ministry of Planning and Investment after the apparatus restructuring);
• Simultaneously publicize the authorization content on the enterprise’s website.

The legal representative of the enterprise or the authorized person for information disclosure is responsible for the completeness, timeliness, truthfulness, and accuracy of the disclosed information.

Notes when disclosing the governance status report

• Information disclosure must be complete, accurate, and timely as prescribed by law, ensuring openness and transparency of the enterprise’s operations;
• The report is prepared in the correct form prescribed in Appendix II to Decree 47/2021/ND-CP and converted into electronic data (PDF, Word, Excel formats);
• Ensuring effectiveness and efficiency in the management and supervision of state agencies and society.

Which authority publishes the list of enterprises that fail to disclose information?

Under Article 32 of Decree 47/2021/ND-CP, the Ministry of Finance (the agency taking over state management functions over enterprises from the Ministry of Planning and Investment after the apparatus restructuring) is responsible for consolidating the information disclosure performance of state-owned enterprises; reviewing and publishing the list of enterprises that fail to disclose information on the Enterprise Information Portal, reporting to the Prime Minister, and notifying the owner’s representative agency so that competent authorities can handle violations as prescribed.

Notes on Applying Current Legal Regulations

This article belongs to the Corporate & M&A Knowledge series and is presented for reference purposes, helping readers understand the legal issue at an overview level before preparing dossiers or carrying out transactions.

Legal regulations may change over time, by locality, dossier type, and specific circumstances. If you need to determine the exact legal basis applicable to your dossier, please contact an ANT Legal lawyer at 0966.475.966 for verification and advice before proceeding.

Common Risks to Watch Out For

• Disclosing information incompletely, late, or not in the prescribed form.
• Authorizing disclosure but failing to send the authorization letter to the owner’s representative agency and the competent state management authority.
• Being publicly listed as an enterprise that fails to disclose information, harming its reputation.
• Signing, filing, or carrying out transactions without fully assessing legal risks.

How Can ANT Legal Help?

ANT Legal helps review your specific situation, check dossiers, determine the applicable legal basis, advise on handling plans, and represent clients in dealings with individuals, organizations, or competent authorities when necessary.

For quick advice, please contact our lawyers at 0966.475.966.

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