This Circular stipulates the procedure for converting state-owned enterprises into limited liability companies with one member, applicable to independent state-owned enterprises and members of state-owned corporations. The procedure includes four steps: preparation for conversion, development of the conversion plan, review and approval, implementation, decision on conversion, and business registration.
适用范围
Independent state-owned enterprises and members of state-owned corporations.
要点
- Independent state-owned enterprises and members of state-owned corporations when converting to limited liability companies with one member shall follow the steps outlined in this Circular.
- The Board of Directors of State Corporation 90 proposes a list and plan for converting member enterprises, reporting to the Minister and the People's Committee Chairman of the province.
- Independent state-owned enterprises must meet conditions such as being contractual business enterprises, having the State holding 100% of the charter capital, and not being subject to transfer, sale, lease, rental, dissolution, or bankruptcy.
- A conversion committee is established to carry out the conversion tasks, including preparing documents, inventorying assets, determining capital and debts, and receiving labor.
- The enterprise transfer plan, articles of association, and projected charter capital of the limited liability company with one member must be approved by the reviewing authority before implementation.
🌐 本文件的社会影响
- Positive impacts include enhancing the efficiency of state-owned enterprise management through organizational model transformation.
- Negative impacts include time and resource costs for preparation and implementation of the conversion process, as well as financial risks when handling outstanding issues of the enterprise.
❓ 常见问题
What conditions must state-owned enterprises meet to be converted into limited liability companies with one member?
Answer: State-owned enterprises must be contractual business enterprises, have the State holding 100% of the charter capital, and not be subject to transfer, sale, lease, rental, dissolution, or bankruptcy. (Article 2)
What steps does the procedure for converting state-owned enterprises into limited liability companies with one member include?
Answer: The procedure includes four steps: preparation for conversion, development of the conversion plan, review and approval, implementation, decision on conversion, and business registration. (Article 1)
How is the conversion committee established?
Answer: The conversion committee is established by the enterprise listed for conversion reporting to the Ministry, Provincial People's Committee, or the State Corporation proposing the list of members. The Ministry or Provincial People's Committee decides to establish the conversion committee for independent state-owned enterprises under the Ministry or Provincial People's Committee, while the State Corporation Board of Directors decides to establish the conversion committee for member enterprises of the State Corporation. (Article 6)
What contents are included in the Prime Minister's and Minister's or Provincial People's Committee Chairman's decision on conversion?
Answer: The conversion decision must clearly specify the charter capital of the company, the commitment period for additional charter capital, the owner or organization authorized as the company owner, the company model and organizational structure. (Article 1)
What actions must enterprises take after the conversion decision?
Answer: Enterprises must accept existing assets under their management and use to transfer to the limited liability company with one member. At the same time, they must handle leased, borrowed, held-in-trust, or consigned assets; assets not needed, surplus awaiting liquidation, and receivables and payables according to the conversion plan. (Article 3)
全文
CIRCULAR
Guidelines for the conversion process of state-owned enterprises
thành công ty trách nhiệm hữu hạn một thành viên ||| to become a limited liability company with a single member
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Pursuant to Decree No. 63/2001/NĐ-CP dated September 14, 2001 of the Government on the conversion of state-owned enterprises and enterprises of political organizations and political-social organizations into limited liability companies with one member, the Ministry of Planning and Investment guides the conversion process of state-owned enterprises into limited liability companies with one member as follows:
I. GENERAL PROVISIONS
1- The scope of application of this Circular is independent state-owned enterprises and enterprise members of state-owned holding corporations.
2- Independent state-owned enterprises and enterprise members of state-owned holding corporations when converting to limited liability companies with one member shall implement the conversion steps according to the process specified in this guiding circular.
II- CONVERSION PROCESS
Step 1: Preparation for Conversion
1- Based on the criteria and classification of state-owned enterprises as decided by the Prime Minister:
a) The Board of Directors of Holding Corporation 90 proposes a list and plan to convert enterprise members of the holding corporation, and submits a written report to the Minister or Chairman of the People's Committee of the province assigned the direct management responsibility for Holding Corporation 90 (hereinafter referred to as the Minister or Chairman of the People's Committee of the province).
b) The Board of Directors of Holding Corporation 91 proposes a list and plan to convert enterprise members of the holding corporation, and submits a written report to the Prime Minister.
c) The Enterprise Reform and Development Board of the Ministry, provincial, or centrally governed city proposes a list and plan to convert independent state-owned enterprises under the Ministry or provincial People's Committee, and submits a written report to the Minister or Chairman of the People's Committee of the province.
2- Enterprises proposed for conversion must meet the following conditions:
a) They are business contract enterprises (excluding public utility enterprises).
b) State ownership of the entire charter capital (100%) is determined.
c) They do not belong to the category of enterprises handed over, sold, leased, or declared bankrupt, nor are they included in the approved list for shareholding reform.
3- Approval of the list of enterprises to be converted into limited liability companies with one member.
a) The Minister or Chairman of the People's Committee of the province decides on the specific list of independent state-owned enterprises to be converted each year.
b) The Prime Minister decides on the specific list of state-owned enterprise members of Holding Corporation 91 to be converted each year.
c) The Minister or Chairman of the People's Committee of the province decides on the specific list of state-owned enterprise members of Holding Corporation 90 to be converted each year.
4- The Minister or Chairman of the People's Committee of the province, the Board of Directors of Holding Corporation 91 notify the enterprise and the organization authorized as the owner or representative of the enterprise about the conversion plan.
5- Establish a State-Owned Enterprise Conversion Board (hereinafter referred to as the Conversion Board) to assist the director in implementing the conversion tasks.
a) Enterprises listed for conversion report to the Ministry, Provincial People's Committee, or Holding Corporation their proposed list of Conversion Board members.
b) The Ministry or Provincial People's Committee decides to establish the Conversion Board for independent state-owned enterprises under the Ministry or Provincial People's Committee, while the Board of Directors of Holding Corporation decides to establish the Conversion Board for enterprise members of the Holding Corporation.
The Conversion Board may include: the Director or Deputy Director as Chair; the Chief Accountant as a permanent member; heads of departments such as planning, production and business, organizational personnel as members, and invite the Party Secretary (or branch secretary) and the Trade Union President to participate as members of the Conversion Board.
6- Enterprises listed for conversion send a notice of conversion to all creditors and inform employees within 15 days from the date of the decision on the conversion list.
Step 2: Develop the Conversion Plan:
1- The Conversion Board:
a) Prepare relevant documents related to the conversion of the enterprise into a limited liability company with one member.
b) Conduct an inventory, classify, and determine the capital, assets, and debts of the enterprise.
Existing assets under the management and use of the enterprise are inventoried, classified, and quantified, including: leased, borrowed, held in custody, consigned assets; unused assets awaiting liquidation; surplus assets; lost or missing assets and other asset losses; receivables; payables.
c) Classify and prepare a list of employees continuing to work at the limited liability company with one member, and those voluntarily terminating their labor contracts.
2- The Conversion Board collaborates with the Enterprise Reform and Development Board of the Ministry, provincial, or centrally governed city, and Holding Corporation:
a) Based on the most recent financial report, develop a financial handling plan, a labor handling plan, and a business transfer plan, including transferring rights, obligations, assets, capital, debts, and labor to the limited liability company with one member.
The limited liability company with one member inherits all legitimate rights and interests, including land use rights or land lease contracts, and assumes responsibility for inheriting unpaid debts, labor contracts, and property obligations of the converted enterprise.
b) Develop and propose a model and organizational structure of the limited liability company with one member.
c) Draft the articles of association and estimate the registered capital of the limited liability company with one member.
The articles of association must include: objectives, industries, and businesses; registered capital; shareholders, rights, and obligations of the company shareholders; corporate management structure; legal representative; profit utilization principles; dissolution cases and procedures for liquidating the company's assets; procedures for amending and supplementing the Company Articles of Association, and other contents not contrary to the provisions of the law.
3 - The enterprise shall report to the Minister, the Chairman of the People's Committee of the province, and the Board of Directors of the State Corporation on the plan for transferring the enterprise, draft articles of association, and the proposed charter capital of the limited liability company with one member.
Step 3: Reviewing and Approving the Plan for Transferring the Enterprise and Implementing:
1 - The agency responsible for reviewing and approving the financial report, the plan for transferring the enterprise, and the enterprise's articles of association.
a) The Minister and the Chairman of the People's Committee of the province shall review and approve the financial report, the plan for transferring rights, obligations, assets, capital, debts, and labor; review and approve the charter capital and articles of association of the limited liability company with one member for independent state enterprises.
b) The Board of Directors of the State Corporation shall review and approve the financial report, the plan for transferring rights, obligations, assets, capital, debts, and labor, the charter capital, and the articles of association of the limited liability company with one member for member state enterprises of the State Corporation.
2 - Organizing the Implementation of the Transfer Plan:
a) The Minister and the Chairman of the People's Committee of the province shall direct the organization and implementation of the transfer according to the approved plan for independent state enterprises.
b) The Board of Directors of the State Corporation shall organize the implementation of the transfer according to the approved plan for member state enterprises of the State Corporation.
3 - Handling Property, Financial, and Labor Issues:
a) The transferring enterprise shall accept the current property under its management and use to transfer to the limited liability company with one member.
b) The transferring enterprise shall handle the leased, borrowed, held-in-custody, and consigned properties; properties not needed for use, stagnant properties awaiting liquidation; financial and debt issues, including surplus, loss, and other asset losses; and accounts receivable and payable according to the approved transfer plan. Any increase, decrease, and handling of changes in the assets and charter capital of the limited liability company with one member during the transfer process shall be decided by the Ministry, the People's Committee of the province, and the Board of Directors of the State Corporation.
c) The transferring enterprise shall accept all employees of the enterprise, except those who voluntarily terminate their employment contracts.
Step 4: Deciding on the Transfer and Registering Business:
1 - The Prime Minister decides on the transfer for member state enterprises of State Corporation 91; the Minister and the Chairman of the People's Committee of the province decide on the transfer for independent state enterprises and member state enterprises of State Corporation 90.
The decision on the transfer must clearly state: the charter capital of the company, the commitment period for additional charter capital, the owner or organization authorized as the owner of the company, the model and organizational structure of the company, the responsibility of the company for the succession of rights, obligations, and handling of existing and newly arising issues of the transferred enterprise. The start date of the transfer is the beginning of the month or quarter.
2 - The owner decides to appoint the Chairman, members of the Board of Directors, or the Chairman of the limited liability company with one member.
3 - The enterprise shall register business operations in accordance with the provisions of the Enterprise Law. The business registration dossier must include the transfer decision. The transferring enterprise shall publicly announce the transfer decision through mass media.
The transferring enterprise shall re-register ownership of the transferred property from the state enterprise at the competent authority issuing the registration.
III- IMPLEMENTATION PROVISIONS
1 - Ministries, agencies equivalent to ministries, government agencies, provincial people's committees, centrally governed cities, state corporations, and state enterprises that successfully convert to limited liability companies with one member shall be responsible for implementing in accordance with the guidelines of this Circular.
2 - This Circular shall take effect fifteen days from the date of signature. During the implementation process, if there are any difficulties, please promptly reflect them to the Ministry of Planning and Investment for research and guidance on resolution.
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