In what form is the enterprise converted to state-owned enterprises holding over 50% of charter capital?

Legal Consulting Office of Lao Dong Newspaper answers:

Article 55 of Decree 57/2026/ND-CP on restructuring state capital in enterprises (effective from February 13, 2026) stipulates the forms of enterprise conversion held by the State from over 50% of charter capital to under 100% of charter capital as follows:

1. Enterprises held by the State from over 50% of charter capital to under 100% of charter capital are joint-stock companies converted into one-member limited liability companies in the following forms:

a) One shareholder receives the transfer of all corresponding shares of all remaining shareholders;

b) An organization or individual who is not a shareholder receives the transfer of all shares of all shareholders of the company;

c) The Company only has 01 shareholder left.

2. Enterprises held by the State from over 50% of charter capital to under 100% of charter capital are joint-stock companies converted into limited liability companies with two or more members in the following forms:

a) Converting into a limited liability company with two or more members without additional mobilization or transfer of shares to other organizations or individuals;

b) Converting into a limited liability company with two or more members and at the same time mobilizing other organizations and individuals to contribute capital;

c) Converting into a limited liability company with two or more members and at the same time transferring all or part of the shares to other organizations or individuals contributing capital;

d) The Company only has 02 remaining shareholders;

d) Combining the forms specified in points a, b and c of this clause and other forms.

3. Enterprises held by the State from over 50% of charter capital to under 100% of charter capital that are limited liability companies with two or more members are converted into joint-stock companies in the following form:

a) Converting into a joint-stock company without mobilizing additional organizations or individuals to contribute capital, not selling contributed capital to other organizations or individuals;

b) Converting into a joint-stock company by mobilizing additional organizations and individuals to contribute capital;

c) Converting into a joint-stock company by selling the entire or part of the contributed capital to one or more other organizations or individuals;

d) Combining the forms specified in points a, b and c of this clause and other forms.

Thus, from February 13, 2026, the form of enterprise conversion held by the State from over 50% to under 100% of charter capital is regulated as above.

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