Decree 366/2025/ND-CP Recently issued by the Government to replace old regulations, this document marks a significant turning point in the management and investment of state capital in enterprises. It not only standardizes investment processes but also tightens financial discipline, forcing state-owned enterprises to be transparent about cash flow and the efficient use of public resources. For accounting and auditing professionals, a thorough understanding of this legal framework is a prerequisite for accurate financial reporting and tax settlement.
According to the provisions of Decree 366/2025/ND-CP, the Government focuses on strong decentralization and delegation of power, accompanied by a strict post-inspection monitoring mechanism. The application of international standards in evaluating capital efficiency (ROE, ROA) and specific financial indicators is clearly stipulated in Articles 15 and 22 of this Decree. This helps prevent the loss of public assets and creates a healthy and equitable business environment for all types of enterprises. Let's explore these changes in detail below.
Context and scope of application of Decree 366/2025/ND-CP
The promulgation of Decree 366/2025/ND-CP addresses the urgent need to perfect the socialist-oriented market economy institutions. In the context of an economy facing numerous fluctuations, the management of state capital requires flexibility while still ensuring safety.
Decree 366/2025/ND-CP applies to sovereign representative agencies, enterprises in which the State holds 100% of the charter capital, and also enterprises with less than 100% of the State capital. This is a broad scope of regulation, directly affecting thousands of economic entities nationwide.
Continuation and changes compared to Decree 91/2015/ND-CP
Before Decree 366/2025/ND-CP came into effect, businesses primarily relied on Decree 91/2015/ND-CP and its amending circulars. However, many shortcomings in asset valuation and divestment have become apparent through periodic audits.
Decree 366/2025/ND-CP has addressed loopholes by providing more detailed regulations on the method of determining enterprise value during equitization. At the same time, this document clarifies the responsibility of the head of the organization when ineffective capital preservation occurs.
The central objective of Decree 366/2025/ND-CP
The primary goal of Decree 366/2025/ND-CP is to enhance the competitiveness of state-owned enterprises through financial autonomy. This requires accounting departments to shift their mindset from "record-keeping" to "risk management.".
Below is a table summarizing the groups directly affected by the new regulations:
| Target group | Main responsibilities according to Decree 366/2025/ND-CP | Accounting and auditing notes |
| State-owned enterprises hold 100% capital. | Preserve and grow capital, and pay taxes on time. | Tax settlement and distribution of after-tax profits |
| State-owned enterprises hold over 501% of the capital. | Supervise the capital representative and approve the business plan. | Audit of consolidated financial statements |
| Owner's representative agency | Inspection, auditing, and business rating | Annual report on capital utilization |
Regulations detailing state capital investment in enterprises.
Capital investment is the core content of Decree 366/2025/ND-CP. Investment is no longer scattered but focused on key areas such as national infrastructure, clean energy, and core technologies.
Chief accountants at large corporations need to pay particular attention to the procedures for preparing investment proposals as stipulated in Chapter II of Decree 366/2025/ND-CP. Any errors in the application can lead to delays in disbursement or the rejection of the investment project.
Forms of state capital investment
According to Decree 366/2025/ND-CP, there are three main forms of capital investment recognized and encouraged by law. These forms must be appraised by the State Appraisal Council or an equivalent competent authority.
- Investing in the establishment of new businesses (especially public utility businesses).
- Providing additional capital investment to existing businesses to expand production scale.
- Investing to acquire a part or the whole of a business belonging to other economic sectors.
Investment project approval process according to Decree 366/2025/ND-CP
This process has been simplified in terms of administrative procedures while strengthening individual accountability. Decree 366/2025/ND-CP clearly stipulates that approval must be based on a feasibility report with the participation of independent auditing organizations.
The typical approval process flowchart includes: Plan formulation → Internal appraisal → Submission to the owner's representative agency → Obtaining feedback from the Ministry of Finance → Official approval. Decree 366/2025/ND-CP requires the appraisal time to not exceed 30 working days.
Financial management and capital preservation in accordance with Decree 366/2025/ND-CP
Capital preservation has always been a challenging issue for tax accountants and auditors. Decree 366/2025/ND-CP sets out criteria for assessing the level of capital preservation based on net asset value after full provisions have been made.
Provisions for impairment of securities, bad debts, and inventory devaluation must strictly comply with current tax and accounting regulations. Decree 366/2025/ND-CP emphasizes that failure to make these provisions correctly will be considered financial fraud.
Mechanism for distributing after-tax profits
Decree 366/2025/ND-CP stipulates the priority order in the distribution of after-tax profits of state-owned enterprises. This is a point that tax settlement experts need to understand clearly in order to advise the Board of Directors.
Profits after offsetting previous year's losses will be allocated to the following funds: Development Investment Fund, Reward and Welfare Fund, and Business Manager Bonus Fund. The specific allocation rates have been adjusted in Decree 366/2025/ND-CP to increase reinvestment capital for businesses.
Regulations on fundraising and lending
Businesses are free to raise capital, but the total outstanding debt must not exceed three times their equity. Decree 366/2025/ND-CP strictly controls businesses from lending or guaranteeing capital for third parties.
All foreign loans must comply with regulations on public debt management and have the approval of the Ministry of Finance. Decree 366/2025/ND-CP strictly prohibits the use of state capital to invest in high-risk areas such as real estate outside of the core business or derivative securities that do not serve production.
Accounting and auditing work for enterprises according to Decree 366/2025/ND-CP
The accounting system in state-owned enterprises must undergo a significant transformation to meet the reporting requirements of Decree 366/2025/ND-CP. The adoption of IFRS (International Financial Reporting Standards) is encouraged to increase transparency for foreign investors.
Decree 366/2025/ND-CP requires that the annual financial statements of state-owned enterprises be audited by reputable auditing organizations approved by the Ministry of Finance. The audit results serve as a basis for evaluating the performance of managers.
Capital management reporting requirements
Unlike regular tax reports, capital management reports under Decree 366/2025/ND-CP focus on the efficiency of using each dollar of state capital. Accountants need to separate budget funds from self-mobilized funds.
The new reporting forms issued with Decree 366/2025/ND-CP require detailed reporting of long-term financial investments. This helps regulatory agencies easily identify dormant capital flows or underperforming investments.
The role of internal audit
Decree 366/2025/ND-CP mandates that state-owned corporations and enterprises must establish internal audit departments. This serves as a second line of defense, helping businesses detect errors before specialized inspections are conducted.
Internal auditing under Decree 366/2025/ND-CP not only checks figures but also assesses compliance with investment procedures. This creates positive pressure on the tax accounting and financial reporting departments to consistently maintain accuracy.
Tax settlement and tax reporting under the impact of Decree 366/2025/ND-CP
When performing tax settlement, Businesses need to compare the financial regulations of Decree 366/2025/ND-CP with current tax laws. There are certain expenses that are allowed to be accounted for in accounting but are not deductible when calculating taxes. corporate income tax.
Decree 366/2025/ND-CP clearly stipulates that support funds from the State budget must be tracked separately. Without transparency in tax reporting, businesses are highly susceptible to tax arrears and administrative penalties for tax violations.
Corporate income tax and investment incentives
State-funded investment projects in particularly disadvantaged areas under Decree 366/2025/ND-CP continue to enjoy the highest tax incentives. Accountants should proactively prepare tax exemption and reduction applications to optimize cash flow for businesses.
| Type of investment | General tax rate | Preferential tax rates (according to Decree 366) | Exemption/Reduction Period |
| Conventional production | 20% | 20% | Are not |
| High technology (state-owned) | 20% | 10% | Free for 4 years, reduced 50% for the following 9 years. |
| Social infrastructure | 20% | 10% | Project lifetime or time-limited |
Risks arising from inconsistent tax reporting with Decree 366/2025/ND-CP
Many businesses often struggle with handling exchange rate differences or asset revaluation. Decree 366/2025/ND-CP requires that all capital fluctuations be promptly reflected in financial reports submitted to the owner's representative agency.
Discrepancies between reported capital figures and figures on the tax return will be a sign that the tax authorities will conduct an on-site inspection. Therefore, using professional tax consulting services is a safe solution for businesses.
Digital transformation in capital management according to Decree 366/2025/ND-CP
To effectively implement Decree 366/2025/ND-CP, the Government is promoting the development of a national database on state capital. Businesses are required to periodically update their financial data to the common system.
The application of ERP software and data analytics tools helps chief accountants easily monitor capital fluctuations in real time. Decree 366/2025/ND-CP encourages units to digitize all accounting documents to facilitate online inspections and audits.
Electronic reporting system
Decree 366/2025/ND-CP sets out a roadmap for 2027, requiring state-owned enterprises to report on capital utilization online. This helps reduce printing costs and speed up information processing.
Digital signatures and electronic contracts are fully recognized in capital investment transactions. This is a major step forward, helping businesses operate more flexibly under the guidance of Decree 366/2025/ND-CP.
Protecting national financial data.
Because state capital data is related to national financial security, Decree 366/2025/ND-CP also stipulates the responsibility for information security. Businesses must invest in sufficiently robust IT infrastructure to withstand cyberattacks.
Accountants and auditors accessing this data must have clearly defined access rights. Any act of leaking sensitive financial information will be severely punished according to the law and Decree 366/2025/ND-CP.
Common challenges encountered in implementing Decree 366/2025/ND-CP
Despite its many benefits, Decree 366/2025/ND-CP also poses numerous challenges for finance personnel. The changes in the methodology for evaluating capital efficiency have left many managers confused.
Firstly, there is the challenge regarding professional qualifications. Decree 366/2025/ND-CP requires accountants to have in-depth knowledge of financial analysis, not just journal entries. Secondly, there is the pressure to ensure transparency of information to the public.
Difficulties in valuing intangible assets.
Decree 366/2025/ND-CP begins to emphasize brand value and intellectual property rights when calculating state capital. However, the valuation of these assets in Vietnam currently lacks high consistency among auditing firms.
This can lead to disputes when carrying out equitization or divestment. Businesses need to seek out competent valuation organizations that understand the spirit of Decree 366/2025/ND-CP to obtain the most objective results.
Pressure to meet financial KPIs
Decree 366/2025/ND-CP links the effectiveness of capital management to the salaries and bonuses of the leadership team. If the ROE and profit margin do not meet the targets, the enterprise will be classified as B or C.
This inadvertently creates pressure to "beautify" financial reports. However, with the cross-monitoring mechanism stipulated in Decree 366/2025/ND-CP, these practices will be quickly detected by independent auditing agencies.
Conclude
Decree 366/2025/ND-CP truly acts as a "filter" to retain state-owned enterprises that operate effectively and efficiently. Understanding and correctly applying the regulations in this document not only helps businesses avoid legal risks but also creates momentum for sustainable development. For accounting and auditing professionals, this is a golden opportunity to enhance their value by mastering modern capital management standards.
If your business is having difficulty adapting to Decree 366/2025/ND-CP, let us help you. MAN – Master Accountant Network We stand by your side. We are proud to offer a professional service ecosystem including: auditing services, tax accounting, tax consulting services, tax settlement and tax reporting Leading the way. With a team of experienced professionals, MAN is committed to helping businesses achieve financial transparency, optimize tax obligations, and strictly comply with the latest legal regulations.
Service contact information at MAN – Master Accountant Network
- Address: No. 19A, Street 43, Tan Thuan Ward, Ho Chi Minh City
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Content production by: Mr. Le Hoang Tuyen – Founder & CEO MAN – Master Accountant Network, Vietnamese CPA Auditor with over 30 years of experience in Accounting, Auditing and Financial Consulting.
Frequently Asked Questions about Decree 366/2025/ND-CP
Yes. However, the level of state intervention will vary depending on the percentage of capital held. Article 5 of Decree 366/2025/ND-CP clearly stipulates the powers of the capital representative in these cases.
First, a thorough review of the entire existing investment portfolio is necessary. Then, training of the accounting team on the new reporting forms according to Decree 366/2025/ND-CP and establishment of a robust internal control system are required.
Decree 366/2025/ND-CP allows for diversification of divestment methods, including public auctions and direct negotiations if auctions are unsuccessful. The goal is to recover the highest possible amount of capital for the state budget. Does Decree 366/2025/ND-CP apply to joint-stock companies with state capital less than 50%?
What preparations do businesses need to make to properly implement Decree 366/2025/ND-CP starting this year?
What's new in Decree 366/2025/ND-CP regarding the divestment of state-owned enterprises?
