Does State Capital Invested in Enterprises Come Only from the State Budget?

Quick answer: No. State capital in an enterprise is not limited to state budget capital. Under the Law on Management and Investment of State Capital in Enterprises No. 68/2025/QH15 (effective 01/8/2025, replacing Law No. 69/2014/QH13), state capital in an enterprise is determined according to the State’s ownership ratio over the enterprise’s total owner’s equity, and the capital and asset sources for state capital investment comprise 4 groups: state budget, public assets, funds and sources formed from the enterprise’s own operations, and other lawful capital sources.

Current legal framework: Law No. 68/2025/QH15

On 14/6/2025, the National Assembly passed the Law on Management and Investment of State Capital in Enterprises No. 68/2025/QH15, effective from 01/8/2025 and replacing the Law on Management and Use of State Capital Invested in Production and Business at Enterprises No. 69/2014/QH13. All citations to Law No. 69/2014/QH13 now have only historical reference value and are no longer applicable bases.

How is state capital in an enterprise determined?

Under clause 6, Article 3 of Law No. 68/2025/QH15:

“State capital in an enterprise is the value of the state capital portion determined according to the ratio of shares and contributed capital held by the State over the total owner’s equity of the enterprise.”

Thus, the current approach is tied to the State’s ownership ratio over total owner’s equity, rather than enumerating each source of formation as the old law did. For an enterprise in which the State holds 100% of the charter capital, the entire owner’s equity (including the Development Investment Fund) is determined as state capital in the enterprise.

Capital and asset sources for state capital investment in enterprises

Under Article 11 of Law No. 68/2025/QH15, the capital and asset sources for the State to invest in enterprises comprise 4 groups:

1. State budget;
2. Public assets;
3. Development Investment Fund; Charter Capital Supplementary Reserve Fund; after-tax profits retained to increase charter capital; dividends paid in shares; share capital surplus;
4. Other lawful capital sources as regulated by the Government.

This shows that state capital invested in enterprises is not taken only from the state budget, but also includes public assets and sources formed from the operations of state-capital enterprises themselves (funds, retained profits, capital surplus…).

Forms of state capital investment (Article 10)

Law No. 68/2025/QH15 provides 5 forms of state capital investment in enterprises, including: investment to establish an enterprise in which the State holds 100% of the charter capital; supplementing charter capital; supplementing capital in joint stock companies and multi-member LLCs with state capital; contributing capital to establish joint stock companies and multi-member LLCs; and contributing capital or purchasing shares/contributed capital in enterprises without existing state capital.

Key notes

• Detailed regulations on the management of state capital in enterprises continue to be guided by Government decrees; when applied to specific cases, the guidance in force at the time of implementation should be cross-checked.
• Determining the state capital ratio is important in many other procedures, e.g. the obligation of state-capital enterprises to sell assets through auction.

How ANT Legal can help

ANT Legal advises on state capital structures in enterprises, procedures for state capital investment and supplementation, compliance obligations of state-capital enterprises, and represents clients before competent authorities where necessary. For advice on your specific case, please contact our lawyers at 0966.475.966.

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