Tiếng Việt
中文Quick answer: Yes — where the law requires it. Under point (e), clause 1, Article 4 of the Law on Asset Auction 2016 (as rewritten by Law No. 37/2024/QH15, effective 01/01/2025), “fixed assets of enterprises as regulated by the law on management and use of state capital invested in production and business at enterprises” are assets that must be sold through auction. Determining which assets must be auctioned must be based on the Law on Management and Investment of State Capital in Enterprises No. 68/2025/QH15 (effective 01/8/2025, replacing Law No. 69/2014) — it cannot be based solely on the ratio of state capital (above or below 51%).
Legal basis
- Law on Asset Auction 2016 (amended by Law No. 37/2024/QH15, effective 01/01/2025) — point (e), clause 1, Article 4;
- Law on Management and Investment of State Capital in Enterprises No. 68/2025/QH15 (effective 01/8/2025) — determines the scope of assets and the authority to decide on asset sales.
When must asset sales go through auction?
- Fixed assets of an enterprise falling within the scope of the law on state capital management in enterprises → must be sold through auction;
- The determination is based on the type of asset and the provisions of Law No. 68/2025/QH15 (state-owned enterprises, enterprises with state capital), not merely on a 51% or any other capital ratio;
- Where the law permits sale without auction (e.g. assets of small value below the threshold, sales to special subjects…), the conditions and procedures prescribed by law must be strictly followed.
Asset sale procedure (overview)
- Determine whether the asset is subject to auction under the Law on Asset Auction and Law No. 68/2025;
- Prepare the asset sale plan and determine the starting price (engage a valuation organization);
- Select an asset auction organization and sign the auction service contract;
- Conduct the auction as prescribed; complete the ownership transfer procedures.
Key notes
- Selling an asset subject to mandatory auction without auction may render the transaction void and subject the decision-maker to liability;
- The question of “above 51%” is not a legal criterion — Law No. 68/2025/QH15 must be consulted directly to make the correct determination.
Related articles
- Sources of state capital invested in enterprises
- Role of the Members’ Council in state-owned enterprises
How ANT Legal can help
ANT Legal advises on the sale and liquidation of assets of enterprises with state capital and on asset auction procedures. For advice on your specific case, please contact our lawyers at 0966.475.966.
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M&A, Equity Transfer and Project Transfer
If you are preparing an equity transfer, M&A transaction, project transfer or restructuring, ANT Legal can help review legal risks and transaction structure.
