Vietnam Triggers a Large-Scale Wave of State-Owned Enterprise Divestment

According to financial expert Tran Trong Duc, CEO of Virtus Prosperity, Decision 40/2026/QĐ-TTg is regarded as a crucial piece of the legal framework built over the past year, creating favorable conditions for ministries, agencies, localities and state-owned enterprises to align their 2026 plans and begin implementing state divestment from 2027.

Decision 40/2026/QĐ-TTg, signed and issued by the Prime Minister on August 5, 2026, is opening what may be the region's most notable state-asset restructuring in a decade. Once regarded as untouchable “fortresses,” a wave of leading state-owned corporations and conglomerates across Vietnam's economy are now preparing to enter a large-scale capital restructuring cycle. This Decision is more than a routine administrative document. For international investment funds and global financial institutions, it raises a much more specific question: which sectors and enterprises will be brought to market, and which could become the focal point of the 2026–2030 M&A wave.

A Coherent Chain of Reforms

According to financial expert Tran Trong Duc, understanding why the market is now focused on state divestment in Vietnam requires looking back at a sequence of institutional reforms built one after another over the past year.

• Resolution 79-NQ/TW of the Politburo, signed on January 6, 2026, established a new mindset: the state economic sector would no longer play a defensive role but would instead act as the “leading crane” - guiding the way and opening space for market capital to participate alongside it.

• Law No. 68/2025/QH15 on the Management and Investment of State Capital in Enterprises, effective from August 1, 2025 and replacing Law 69/2014/QH13, removed a series of procedural barriers that had stood for a decade.

• Following this, Decrees 365/2025/NĐ-CP and 366/2025/NĐ-CP (issued December 31, 2025) and Decree 57/2026/NĐ-CP (issued February 12, 2026) built a concrete operating ecosystem - covering oversight, capital investment, and the mechanisms for equitization and divestment.

• Decision 40/2026/QĐ-TTg, signed on August 5, 2026, is the final piece of the puzzle: a framework of state-ownership ratios by sector that owner-representative agencies will use as the basis for developing plans for individual enterprises.

The Fiscal Driver

The intensity of this reform drive is tied to an ambitious growth target: GDP growth of over 10% per year for the 2026–2030 period. To achieve that target, national infrastructure investment needs are estimated at around VND 20.9 quadrillion, while budget revenue is projected to reach VND 16.1 quadrillion, with a fiscal deficit of around 5% of GDP and public debt held at 41-42% of GDP. Against this backdrop, one of the Government's options is to unlock resources held within the state-owned enterprise sector for reinvestment in connective infrastructure - something many global financial funds view as an opportunity to access assets with stable cash flows and high margins, at valuations that remain relatively attractive compared with the region.

From an Accumulation Phase to a Third Wave

Vietnam's state-capital-linked M&A market has previously gone through two distinct waves: the 2006–2009 period tied to WTO accession, and the 2016–2018 period marked by ThaiBev's purchase of nearly 54% of Sabeco (raising close to VND 110 trillion, or 47% of total state-divestment value over 20 years) alongside the sale of 48.3 million Vinamilk shares by SCIC for VND 9 trillion.

The 2019–2024 period is described as a time of accumulation and resolving technical bottlenecks, with a number of mid-sized deals such as Petrolimex's divestment of 40% of PG Bank (VND 2.568 trillion in 2023), and SCIC's divestments from Viwaseen, Viettronics and Thang Long Corporation in 2024.

Moving into 2025, a series of large private-sector IPOs (from VPBankS, VPS Securities, TCBS, and LPBank Securities to Dien May Xanh) showed that the market now has the capacity to absorb large volumes of capital, laying the liquidity groundwork for what is being called the “third wave”: a state divestment drive that is larger in scale and far more organized than the previous two periods.

State Divestment Deals and IPOs Building Liquidity Momentum, 2023–2025

Year	Seller	Target Enterprise	Sector	Transaction
2023	Petrolimex	PG Bank (40% stake)	Finance - Banking	HOSE auction, 4 winning investors, raising VND 2.568 trillion.
2024	SCIC	Viwaseen (98% stake)	Water Infrastructure	Sold to Vinaconex for VND 1.231 trillion.
2024	SCIC	Viettronics (88% stake)	Electronics	Sold to Geleximco for VND 2.562 trillion.
2024 (Dec)	SCIC	Thang Long Corporation	Transport Infrastructure	Whole-lot auction on HNX.
2024 -2025	Vinataba	Hai Ha - Kotobuki (70%)	Food - Confectionery	Sale of entire 70% charter-capital block.
Early 2025	SCIC	Domesco - DMC (34.71%)	Pharmaceuticals	Auction of ~12.1 million shares unsuccessful; starting price ~VND 127,046/share.
2025 (planned)	SCIC	FPT (5.7% stake)	Information Technology	Scale of thousands of billions of VND; on the watch list.
2025*	VPBank	VPBankS - VPX (IPO)	Securities	Raised VND 12.712 trillion.
2025*	Existing shareholders	VPS Securities (IPO)	Securities	Raised VND 12.138 trillion.
2025*	Techcombank	TCBS - TCX (IPO)	Securities	Raised VND 10.817 trillion.
2025*	LPBank	LPBank Securities (IPO)	Securities	Raised VND 4.256 trillion.
2025*	Mobile World (MWG)	Dien May Xanh (IPO)	Retail	Raised VND 13.280 trillion.

(Source: compiled by Virtus Prosperity)

*The private-sector IPOs are seen as a test confirming that market liquidity is ready to absorb larger state-divestment transactions.

New Rules of the Game: Autonomy in Exchange for Accountability

The change that has drawn the most attention from investors lies in governance philosophy: a shift from an administrative “capital preservation” mechanism toward a portfolio-management model closer to how an institutional investor operates.

For roughly a decade since 2016–2018, equitization and SOE divestment activity was nearly paralyzed, not for lack of investor capital, but because of inertia within the enterprises themselves. Managers and state-capital representatives, bound by rigid administrative procedures and wary of personal liability should state assets be sold below book value, tended to choose not deciding over risking a wrong decision.

Resolution 79-NQ/TW laid the groundwork to break down that defensive mindset, shifting the State's approach from administrative management to investment-portfolio management. Legally, Decree 366/2025/NĐ-CP and Decree 57/2026/NĐ-CP separate the sale of capital at market price from any subsequent internal liability process. If the transfer value is lower than book value, the Members' Council or the Company Chairman now has the authority to independently decide on a sale plan to recover capital in a timely manner, rather than having to seek approval from the supervising agency as before.

Building on this foundation, Decision 40/2026/QĐ-TTg introduces a framework that classifies enterprises by sector, linked to target state-ownership ratios, divided into four main groups.

State Ownership Grouping Framework under Decision 40/2026/QĐ-TTg

Group	State Ownership Ratio	Key Sectors	Representative Names
Group I	Retain 100% ownership	Natural monopolies, national digital/data infrastructure, national defense and security, high-tech projects ≥ VND 12 trillion, food staples, tobacco, basic chemicals.	Agribank, SCIC, DATC, VNX, VSDC
Group II	65% or higher	Finance - Banking (excluding insurance, securities, fund management companies, finance companies and leasing companies), special-category airports and seaports, manufacturing/mechanical engineering, water supply and drainage, large-scale mining.	BID, CTG, VCB, KSV, ACV
Group III	50% up to under 65%	Petroleum wholesale hubs (market share ≥ 30%), core telecom infrastructure, mineral exploration.	POW, BSR, PLX
Group IV	May fully divest or retain a flexible ratio	Public-utility enterprises, specialty cement, national brands/heritage assets, urban services.	VNM, SAB, DCM, HCM, BVH

(Source: compiled by Virtus Prosperity)

Three Technical Bottlenecks Expected to Be Resolved

According to expert Tran Trong Duc, Decision 40 and its implementing decrees target three barriers that previously made foreign investors wary of earlier equitization deals.

• The first is the valuation methodology: brand value is now calculated based on the average return on equity (ROE) over the preceding five years, benchmarked against the yield on 5-year government bonds, rather than relying heavily on qualitative factors.

• The second is land-related procedures, enterprises undergoing equitization no longer need to wait 24–36 months to finalize a “land use plan” before an IPO; they now only need to prepare a statement of current land-use status, with any change of land-use purpose handled afterward under the Land Law.

• The third is the offering mechanism: if a public auction fails to sell all shares, the seller can move to a direct agreement with investors who took part in the auction, and lot-based sale packages can be bundled with the right to purchase receivables, allowing the buyer to address both assets and debt in a single transaction.

  
  

A Double Pressure: Maintaining Public-Company Status

Alongside Decision 40, another regulation is also putting pressure on precisely the names mentioned above. Under the amended Securities Law, to retain public-company status, an enterprise must have at least 10% of its voting shares held by a minimum of 100 investors who are not major shareholders. Enterprises that fail to meet this threshold will be given time to remedy the situation before being considered for revocation of public-company status, risking delisting.

This pressure falls precisely on the group of state-owned enterprises with the highest ownership ratios, the same tickers mentioned above. Petrolimex has approved a policy to sell all 23.29 million treasury shares it holds. Becamex IDC (BCM) has proposed that the Ho Chi Minh City People's Committee approve a roadmap to reduce state ownership from 95.44% to above 65% over 2026–2030. Viettel Global (VGI) is working with a valuation advisor to raise the proportion of outside shareholders by around 9%, enough to reach the 10% minimum threshold. BSR has proposed that Petrovietnam reduce its stake by at least a further 2.13% to bring the major-shareholder ratio below 90%, while PV GAS (GAS) says it is working with PVN to find a similar solution.

ACV (with the State holding around 95% of charter capital) and Vietnam Airlines - HVN (over 86%) are also cited due to their very low free float. With two aligned layers of pressure, one from the state-capital restructuring policy, the other from listing regulations, the group of stocks with over 90% state ownership now has a concrete rationale and a clearer timeline to act, rather than this remaining merely a possibility on paper.

Urgent Implementation Moves from the Government

The Government has set a concrete timeline. Official Dispatch No. 52/CĐ-TTg, signed on August 7, 2026 by Deputy Prime Minister Nguyen Van Thang, requires ministries, agencies and localities to complete the drafting and approval of their 2026–2030 State Capital Restructuring Plans by August 31, 2026, and to submit consolidated reports to the Prime Minister by August 25, 2026 for review and approval. In other words, the legal framework has now been completed, and the structural bottlenecks that have persisted for nearly a decade are also being dismantled step by step.

Vietnam is not merely reopening the state-divestment story, it is building a clearer mechanism to determine which assets the State needs to continue holding, where it can reduce ownership, and how capital transfers should be conducted on market terms. For international investors, this opens up a significant supply of assets and M&A opportunities over the coming years, one that is becoming increasingly well-defined, with a legal framework, valuation mechanism and transaction methods that increasingly resemble how capital markets normally operate.

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