Extraordinary Disclosure by SOEs on the Enterprise Portal

Short answer: A state-owned enterprise (SOE) must disclose extraordinary information in the cases prescribed in Article 24 of Decree 47/2021/ND-CP — events and changes that significantly affect the enterprise’s production, business activities, or financial situation, such as changes in managers or representatives of state capital; decisions to increase or decrease charter capital; decisions on investment, capital contribution, or purchase/sale of high-value assets; being sanctioned for administrative violations; changes in enterprise registration information; and other cases as prescribed. Extraordinary information is disclosed on the Enterprise Information Portal within 36 hours from the occurrence of the event. Note: the tasks of the Ministry of Planning and Investment under Decree 47/2021/ND-CP are now performed by the Ministry of Finance following the merger of the two ministries in 2025.

Legal basis

• Law on Enterprises 2020 — Clause 1, Article 110;
• Decree 47/2021/ND-CP detailing certain articles of the Law on Enterprises — Article 24, Clause 1 of Article 25, Article 32. Note: the tasks and powers of the Ministry of Planning and Investment under this Decree are now performed by the Ministry of Finance following the 2025 merger.

What is extraordinary information? Cases subject to disclosure

Under Article 24 of Decree 47/2021/ND-CP, a state-owned enterprise must disclose extraordinary information when the following events occur:

• There is a decision of the owner’s representative agency on the restructuring of the enterprise: merger, consolidation, division, split, conversion of enterprise type; dissolution or bankruptcy of the enterprise;
• There is a decision of the owner’s representative agency on increasing or decreasing charter capital; adjusting the annual development investment plan or production and business plan of the enterprise; investing, contributing capital, or purchasing/selling assets valued at 50% or more of owner’s equity or below the level prescribed in the enterprise’s charter;
• There is a decision of the owner’s representative agency on salaries, remuneration, bonuses, and other benefits for enterprise managers and Controllers;
• There is a decision of the owner’s representative agency, the Members’ Council, or the company President on appointment, reappointment, dismissal, resignation, or replacement of the following positions: Chairperson, members of the Members’ Council, company President; General Director (Director), Deputy General Directors (Deputy Directors); Controllers; Chief Accountant; and representatives of state capital;
• There is a document of the competent authority or organization on the appointment, reappointment, extension of term, transfer, rotation, commendation, discipline, resignation, or retirement of the above positions and representatives of state capital;
• The enterprise is sanctioned for administrative violations, subject to tax arrears collection, or convicted with a court judgment or decision that has taken legal effect;
• There is a decision of the competent authority on investigation or prosecution of enterprise managers, Controllers, or representatives of state capital;
• There is a decision changing the content of enterprise registration;
• Other events or changes that significantly affect the enterprise’s production, business activities, or financial situation.

Where is extraordinary information disclosed and within what time limit?

Under Clause 1, Article 25 of Decree 47/2021/ND-CP, the enterprise must send the content of extraordinary information disclosure to the Enterprise Information Portal and simultaneously to the owner’s representative agency for monitoring and supervision within 36 hours from the occurrence of one of the events prescribed in Article 24.

In addition, SOEs are also obliged to disclose extraordinary information on the enterprise’s website (if any) and send it to the owner’s representative agency.

Note on the managing authority: Decree 47/2021/ND-CP assigned the Ministry of Planning and Investment to manage and operate the Enterprise Information Portal. After the Ministry of Planning and Investment was merged into the Ministry of Finance in 2025, these tasks are now performed by the Ministry of Finance.

Other cases of information disclosure by state-owned enterprises

In addition to extraordinary information, Article 32 of Decree 47/2021/ND-CP provides that SOEs must also disclose:

• Periodic information: financial statements, governance reports, annual production, business and development investment plans, and reports assessing the results of plan implementation;
• Information upon request of the owner’s representative agency and competent state authorities.

Frequently asked questions

Must a change of director of a state-invested company be disclosed as extraordinary information?

Yes. Decisions on the appointment, dismissal, or replacement of the General Director (Director) or Deputy General Directors (Deputy Directors) are cases subject to extraordinary information disclosure under Article 24 of Decree 47/2021/ND-CP, within 36 hours from the occurrence of the event.

Where is extraordinary information disclosed?

The enterprise sends the disclosure content to the Enterprise Information Portal (now managed and operated by the Ministry of Finance) and simultaneously to the owner’s representative agency for monitoring and supervision.

Is failure to disclose extraordinary information subject to penalties?

Possibly. Failure to disclose or untimely disclosure of information as prescribed may be subject to administrative penalties under the law on sanctioning in the field of planning and investment.

Notes on Applying Current Legal Regulations

Decree 47/2021/ND-CP remains in effect; the tasks of the Ministry of Planning and Investment under this Decree are now performed by the Ministry of Finance following the 2025 merger. The list of extraordinary disclosure events in Article 24 must be fully cross-checked against the enterprise’s charter, as the charter may set lower value thresholds than 50% of owner’s equity for investment, capital contribution, and asset purchase/sale decisions.

Common Risks to Watch Out For

• Missing the 36-hour deadline from the occurrence of the event;
• Disclosing only on the enterprise’s website without sending it to the Enterprise Information Portal and the owner’s representative agency;
• Citing the Ministry of Planning and Investment as the authority while its functions have been transferred to the Ministry of Finance.

How Can ANT Legal Help?

ANT Legal advises on the information disclosure obligations of state-owned enterprises, reviews events subject to extraordinary disclosure, and helps enterprises comply with the prescribed deadlines and disclosure channels. For detailed advice, please contact our lawyers at 0966.475.966.

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