Author:

• Ha Minh Khang – Lawyer

• Ho Thanh Quang – Paralegal

According to the Law on Enterprises 2020 and the latest 2025 legal framework, information disclosure is a mandatory obligation aimed at ensuring the transparency and accountability of SOEs, with three core focus areas:

• Multi-layered Legal Framework: Information disclosure activities are simultaneously regulated by the Law on Enterprises 2020 (regarding organization and governance) and Law No. 68/2025/QH15, in connection with the national data digitization system. Notably, Decree 365/2025/ND-CP has elevated information disclosure to a key basis for monitoring, evaluation, and enterprise classification.
• Mandatory Content and Forms: SOEs must periodically disclose audited financial statements, corporate governance status and business performance; simultaneously, they must make extraordinary disclosures upon significant changes in management personnel or investment strategy. Information must be publicly posted on the National Enterprise Information Portal, the enterprise’s website, and the website of the owner’s representative agency.
• Sanctions and Individual Responsibility: Violations of disclosure obligations (failure to disclose, late disclosure, or untruthful disclosure) may result in administrative fines of up to VND 70 million under Decree 122/2021/ND-CP. Enterprise managers may also incur civil liability for damages or criminal prosecution if they cause loss of state capital and assets.

In the era of data-driven governance, SOEs need to appoint specialized personnel and ensure the effective operation of the State Capital Management Information System to ensure compliance and enhance their credibility with stakeholders.

1. Overview of State-Owned Enterprises and Information Disclosure Requirements

Concept and Characteristics of State-Owned Enterprises

According to the Law on Enterprises 2020, state-owned enterprises are enterprises in which the State holds more than 50% of the charter capital or total voting shares, including enterprises in which the State holds 100% of the charter capital and enterprises with controlling state capital in the form of a joint-stock company or a limited liability company with two or more members, in which the State holds 50% or more of the voting shares or contributed capital. A fundamental characteristic of SOEs is the relative separation between the State’s ownership rights over capital and the rights to manage and operate the enterprise. At the same time, SOEs are subject to multi-layered supervision from the owner’s representative agency, state management agencies, and society. This distinctive characteristic imposes higher requirements for information transparency compared to private enterprises, as a lack of transparency can lead to loss and waste of state capital and diminish public trust.

The Role of Information Disclosure in SOE Governance

Information disclosure is considered a key tool to ensure the principles of transparency and accountability in SOE governance. Through disclosure, the State owner has a basis for evaluating the efficiency of capital management and use; state management agencies perform supervisory functions; investors and the public access necessary information to make economic decisions; while also limiting the risks of conflicts of interest, corruption, and inefficient governance. In essence, the information disclosure of SOEs is not only a legal obligation but also a standard of good governance, reflecting the maturity of the corporate governance system and the State’s commitment to market principles and international integration.

Given their nature as enterprises with State capital, SOEs are governed not only by the general law, namely the Law on Enterprises, but must also comply with the provisions of the Law on Management and Investment of State Capital in Enterprises. Regulation across multiple legal instruments does not result in overlap or contradiction but rather mutual support, ensuring comprehensive regulation and clear accountability of the SOE, the capital representative, and the Owner’s Representative Agency to transparently manage internal governance and business operations.

2. Legal Framework for Information Disclosure of State-Owned Enterprises in Vietnam

Law on Enterprises 2020

The Law on Enterprises 2020 sets the general legal foundation for the disclosure obligations of SOEs. Accordingly, the general provisions in Articles 109 and 110 of the Law on Enterprises 2020 set out the obligation of SOEs to disclose information regarding organization, operations, financial status, business results, and other contents as prescribed by law through periodic and extraordinary disclosure. The principles of disclosure are based on ensuring honesty, accuracy, completeness, and timeliness.

The Law on Enterprises simultaneously affirms the responsibility of the legal representative, the Members’ Council, or the Board of Directors in organizing disclosure and being accountable before the law for the accuracy of the disclosed information.

Law on Management and Investment of State Capital in Enterprises 2025

The Law on Management and Investment of State Capital in Enterprises 2025 further strengthens disclosure requirements in connection with the management and supervision of state capital. To ensure consistency among relevant laws, Clause 1, Article 55 stipulates that extraordinary and periodic information disclosure shall be implemented in accordance with the law on enterprises. The Law emphasizes the principle of enhancing the accountability of the owner’s representative agency and the state capital representative, in which information disclosure is considered one of the key tools to prevent and combat the loss and waste of state capital and assets.

Notably, the Law on Management and Investment of State Capital in Enterprises 2025 links information disclosure closely with the construction and operation of the National Information System on Management and Investment of State Capital in Enterprises, thereby creating a foundation for the digitization, standardization, and interconnection of data between management agencies and SOEs.

Decrees Guiding the Information Disclosure of State-Owned Enterprises

Decree 47/2021/ND-CP is the central legal document providing detailed guidance on the information disclosure of SOEs. The Decree clearly identifies:

• Subjects with disclosure obligations: Including enterprises in which the State holds 100% of the charter capital and enterprises with controlling state capital.
• Authorized persons for information disclosure: SOEs must specifically appoint competent individuals to perform the disclosure, ensuring consistency and individual responsibility.
• Content of disclosure: Including periodic information (audited annual financial statements, governance status reports, public utility task performance reports if any), extraordinary information (major changes in organization, strategy, finance, investment, key management personnel), and information upon request from competent authorities.
• Forms and means of disclosure: Through the Enterprise Information Portal managed by the Ministry of Planning and Investment, the enterprise’s electronic website, and other means as prescribed by law.

Decree 47/2021/ND-CP also clearly stipulates the deadlines for each type of information, thereby contributing to enhancing timeliness and public accessibility.

Meanwhile, Decree No. 365/2025/ND-CP has expanded and further strengthened the regulatory framework on information disclosure, considering it a component of the mechanism for monitoring, inspecting, evaluating, and classifying enterprises. The Decree dedicates Chapter V to regulating reports and information publicity, clearly defining the subjects of publicity, objectives, principles, content, and forms of information publicity for state-owned enterprises, owner’s representative agencies, and the Ministry of Finance. Specifically, Decree 365/2025/ND-CP emphasizes the role of the Information System on Management and Investment of State Capital in Enterprises, thereby ensuring that information disclosure is implemented in a uniform and interconnected manner, serving effectively for nationwide monitoring and evaluation activities.

From the perspective of legal development, it can be observed that Decree No. 365/2025/ND-CP inherits the basic principles of information publicity and transparency established in Decree 47/2021/ND-CP, while overcoming previous limitations by linking information disclosure with accountability, the results of monitoring, inspection, and enterprise classification. Information disclosure is no longer merely a formal obligation but has become a tool serving the management of state capital, risk prevention, and the handling of violations.

From an evaluative perspective, it may be affirmed that Decree 47/2021/ND-CP plays a foundational role in establishing the information disclosure mechanism for SOEs, while Decree 365/2025/ND-CP demonstrates a clear development in management thinking, aiming towards data-driven governance, comprehensive transparency, and increased responsibility of relevant entities. This shift contributes to improving the efficiency of managing and using state capital in enterprises in the context of ongoing institutional reform and development.

3. Content, Form, and Responsibility for Information Disclosure of State-Owned Enterprises

Content of Information Disclosure

Based on Articles 109 and 110 of the Law on Enterprises 2020 and Articles 23 and 24 of Decree 47/2021/ND-CP, the information disclosure obligations of SOEs may be summarized as follows:

• Information on organization and governance: Organizational model, charter, management structure, a list and summary curricula vitae of enterprise managers;
• Financial information: Audited annual financial statements, the status of the preservation and development of State capital;
• Information on production, business, and investment activities: Business results, major investment projects, public utility tasks assigned according to plan or bidding (if any), and and the fulfillment of other social responsibilities;
• Extraordinary information and information upon request: Events that significantly affect internal governance, business operations, and the financial status of the enterprise.

In general, the requirements for SOEs in information disclosure must ensure timeliness, transparency, objectivity, and honesty regarding the enterprise’s activities; facilitate the timely detection of violations, thereby enhancing the governance capacity of SOEs to perform socio-economic tasks in the national economy.

Forms and Means of Information Disclosure

Information disclosure is primarily conducted through the National Enterprise Information Portal, the electronic website of the SOE, and through the electronic portal of the owner’s representative agency. This approach ensures public accessibility, ease of access, and the ability to store and retrieve information in the long term.

Responsibilities and Sanctions

Current law clearly stipulates the responsibilities of the legal representative and the person authorized to disclose information. Failure to disclose, incomplete disclosure, or untimely disclosure may result in administrative sanctions. Currently, the legal basis for sanctioning administrative violations regarding SOE disclosure is set out in Article 61 of Decree 122/2021/ND-CP, with fines ranging from VND 30 million to VND 70 million. Simultaneously, managers of SOEs and responsible individuals, if committing acts that cause damage due to disclosure violations, may incur civil liability for damages in accordance with the law.

Additionally, criminal liability may also arise for offenses related to information disclosure in the securities market (applicable to SOEs that are listed), thereby increasing compliance responsibility and ensuring the transparency of business operations, governance structures, and finances in the operation of capital invested by the State.

The information disclosure of state-owned enterprises is an inevitable requirement in Vietnam’s ongoing reform and international economic integration process. The current legal framework has established a relatively comprehensive legal framework for information disclosure; however, the effectiveness of implementation still depends largely on compliance awareness, governance capacity, and supervision mechanisms.

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Time of writing: 09/02/2026

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