Circular No. 04/2005/TT-BKH guiding the procedures and formalities for establishing new state-owned enterprises, restructuring, registering business operations, and dissolving state-owned enterprises.

CIRCULAR

GUIDELINES ON THE PROCEDURES FOR ESTABLISHING NEW, REORGANIZING, REGISTERING BUSINESS, AND DISSOLVING STATE ENTERPRISES
và liquidate state-owned enterprises

Pursuant to Decree No. 180/2004/NĐ-CP dated October 28, 2004 of the Government on establishing new, reorganizing, and dissolving state enterprises (hereinafter referred to as Decree No. 180/2004/NĐ-CP), the Ministry of Planning and Investment guides the procedures for establishing new, registering business, reorganizing, and dissolving state enterprises as follows:

I. ESTABLISHING NEW STATE ENTERPRISES

1. CONDITIONS FOR CONSIDERING THE ESTABLISHMENT OF NEW STATE ENTERPRISES

a) The establishment of new state enterprises will be considered when meeting all conditions prescribed as follows:

- Belonging to industries, sectors, and areas for establishing new state enterprises as stipulated in Article 3 of Decree No. 180/2004/NĐ-CP;

- Having the registered capital as prescribed in Article 4 of Decree No. 180/2004/NĐ-CP.

- The proposal for establishing new state enterprises must contain all contents as prescribed in Clause 3, Article 7 of the State Enterprise Law and must be approved by the Prime Minister.

- The draft charter of the state enterprise must include the minimum contents prescribed in Clause 5, Article 7 of the State Enterprise Law, not contravening the provisions of the State Enterprise Law and other laws.

- Having a valid dossier as prescribed at point 5, Section i of this Circular.

b) For State-owned Corporations established by the State's decision to invest and establish, in addition to the provisions at point a above, the establishment of new corporations must also meet additional conditions prescribed in Clauses 1, 2, 3, and 5 of Article 48 of the State Enterprise Law.

c) For State-owned Corporations established by companies that self-invest and establish, in addition to the provisions at point a above, the establishment of new corporations must also meet the condition regarding the structure of members as prescribed in Article 19 of Decree No. 153/2004/NĐ-CP dated August 9, 2004 of the Government on organizing and managing State-owned Corporations and converting State-owned Corporations and independent State-owned Enterprises into a holding company - subsidiary model.

2. APPLICATION FOR ESTABLISHING NEW STATE ENTERPRISES

a) Ministers of Ministries, Heads of ministerial-level agencies, and Heads of government-affiliated agencies (hereinafter collectively referred to as Ministers), Chairmen of People's Committees of provinces and centrally-administered cities (hereinafter collectively referred to as Chairmen of Provincial People's Committees) are the applicants for establishing new state enterprises.

b) Based on the conditions prescribed in point 1 of this section, the applicant for establishing new state enterprises shall prepare a proposal for establishing new state enterprises containing the contents as prescribed in Appendix 2 issued together with this Circular.

c) When selecting the name of the state enterprise, the person assigned to prepare the proposal shall coordinate with the Business Registration Office (BRO) of the province where the state enterprise intends to locate its headquarters to register the name of the state enterprise. The naming of the state enterprise shall be carried out according to the provisions of Chapter III of Decree No. 109/2004/NĐ-CP dated April 2, 2004 of the Government on Business Registration.

d) The proposal for establishing new state enterprises shall be prepared in ten copies and submitted to the Standing Committee of the Appraisal Board for Proposals for Establishing New State Enterprises (hereinafter referred to as the Appraisal Board) as prescribed in Clause 4, Article 6 of Decree No. 180/2004/NĐ-CP and point 3 of this section.

3. APPRAISAL BOARD FOR PROPOSALS FOR ESTABLISHING NEW STATE ENTERPRISES

a) The person deciding to establish new state enterprises must establish an Appraisal Board to appraise proposals for establishing new state enterprises and bear responsibility for the decision to establish or not establish the state enterprise. The Appraisal Board has the function of advising the person deciding to establish new state enterprises and has the right to request the applicant for establishing new state enterprises to adjust, supplement, or explain issues related to the proposal to ensure the appraisal in accordance with regulations.

b) For state enterprises established by the Prime Minister's decision:

- The Ministry of Planning and Investment serves as the Standing Committee of the Appraisal Board.

- The Appraisal Board includes representatives with authority from the Ministry of Planning and Investment, the Ministry of Finance, the Ministry of Labor, Invalids, and Social Affairs, the Ministry of Science and Technology, the Ministry of Natural Resources and Environment, the management ministry, the Steering Committee for Enterprise Reform and Development, and the People's Committee of the province where the state enterprise intends to locate its headquarters. Depending on specific cases, the Standing Committee of the Appraisal Board may invite representatives with authority from other agencies or organizations.

c) For state enterprises established by the Minister's decision:

- Depending on specific cases, the Minister authorized to decide on establishing new state enterprises shall establish the Appraisal Board, determine the number and members of the Appraisal Board, and the Standing Committee of the Appraisal Board.

- The Appraisal Board includes representatives with authority from units within the Ministry; representatives of the management ministry, and the People's Committee of the district where the state enterprise intends to locate its headquarters. Depending on specific cases, the membership of the Appraisal Board may be expanded to include representatives with authority from other agencies or organizations.

d) For state enterprises established by the Chairman of the Provincial People's Committee's decision:

- The Department of Planning and Investment serves as the Standing Committee of the Appraisal Board.

- The Appraisal Board includes representatives with authority from the Department of Planning and Investment, the Department of Finance, the Department of Labor, Invalids, and Social Affairs, the Department of Science and Technology, the Department of Natural Resources and Environment, the management department, and the People's Committee of the district where the state enterprise intends to locate its headquarters. Depending on specific cases, the membership of the Appraisal Board may be expanded to include representatives with authority from other agencies or organizations.

4. APPRAISING PROPOSALS FOR ESTABLISHING NEW STATE ENTERPRISES

a) The content of the appraisal is prescribed in Article 8 of Decree No. 180/2004/NĐ-CP and ensures the appropriateness of establishing the new enterprise with the plan for establishing new, reorganizing, and restructuring state enterprises throughout the national economy, in various industries, and provinces and centrally-administered cities approved by the Prime Minister.

The agency responsible for the Standing Committee of the Appraisal Board shall prepare the Appraisal Report to be submitted to the person deciding on the establishment of a new state-owned enterprise. The Appraisal Report must reflect the compatibility of the proposal with the socio-economic development plan and the industry plan, summarize the main contents and characteristics of the proposed new state-owned enterprise, summarize the opinions of the members of the Appraisal Board, highlight the weaknesses and limitations of the proposal, and provide specific recommendations and conclusions.

b. The procedures and time limits for appraising the proposal for establishing a new state-owned enterprise shall be carried out in accordance with the provisions of Clause 1 and Clause 2 of Article 9 of Decree No. 180/2004/ND-CP. In cases where the Appraisal Board requests the proposer of the new state-owned enterprise to adjust or supplement the proposal, the date of receipt of the adjustment or supplementation document shall be considered as the date of receipt of the proposal.

c. For state-owned enterprises established by the Minister, Chairman of the People's Committee at provincial level, after obtaining the opinion of the Appraisal Board on the proposal for establishing a new state-owned enterprise, the proposer of the new state-owned enterprise shall submit the Proposal and the Appraisal Report to seek the opinions of the Ministry of Planning and Investment, the Ministry of Finance, the relevant industry management ministry, and compile them to submit to the Prime Minister for consideration and decision. The report to the Prime Minister shall be concurrently sent to the Ministry of Planning and Investment, the Ministry of Finance, and the relevant industry management ministry.

5. Documents for establishing a new state-owned enterprise

a. After the Prime Minister approves the proposal, the Minister, Chairman of the People's Committee at provincial level shall direct the preparation of the documents for establishing a new state-owned enterprise.

b. The documents for establishing a new state-owned enterprise include:

- A request for establishing a new state-owned enterprise, according to Appendix No. 1 issued together with this Circular.

- The proposal for establishing a new state-owned enterprise. Additionally, for state-owned enterprises established by the Minister, Chairman of the People's Committee at provincial level, there must also be a copy of the Prime Minister's approval document for the proposal.

- Draft Articles of Association of the state-owned enterprise, which must include the minimum contents prescribed in Clause 5 of Article 7 of the State Enterprise Law, without contravening the provisions of the State Enterprise Law and other laws.

- Application for land transfer or lease (for cases involving land transfer or lease).

c. The documents for establishing a new state-owned enterprise must be consistent with the approved proposal contents.

- For state-owned enterprises established by the Prime Minister, the documents for establishing a new state-owned enterprise shall be prepared and submitted to the Prime Minister (two copies), concurrently sent to the Ministry of Planning and Investment (one copy) immediately after submitting the proposal for establishing a new state-owned enterprise to the Ministry of Planning and Investment.

- For state-owned enterprises established by the Minister, Chairman of the People's Committee at provincial level, within sixty working days from the date of receiving the Prime Minister's approval of the proposal, the Minister, Chairman of the People's Committee at provincial level shall direct the preparation of three sets of documents for establishing a new state-owned enterprise for consideration and decision on whether to establish or not establish a new state-owned enterprise.

6. Decision on establishing a new state-owned enterprise

a. For state-owned enterprises established by the Prime Minister:

Based on the Appraisal Report and the documents for establishing a new state-owned enterprise, the Ministry of Planning and Investment shall draft the Decision on Establishing a New State-Owned Enterprise to be submitted to the Prime Minister for consideration and decision.

b. For state-owned enterprises established by the Minister, Chairman of the People's Committee at provincial level:

- Within thirty working days from the date of receiving all the documents for establishing a new state-owned enterprise, the Minister, Chairman of the People's Committee at provincial level shall issue the Decision on Establishing a New State-Owned Enterprise.

- The Decision on Establishing a New State-Owned Enterprise shall be sent to the Ministry of Planning and Investment, the Ministry of Finance, and the Government Office. The content of the Decision on Establishing a New State-Owned Enterprise follows Appendix No. 3 attached to this Circular.

c. When making a decision to establish a new state-owned enterprise, the competent authority must appoint the Chairman of the Board of Directors and the members of the Board of Directors; decide on the appointment or signing of a contract with the General Director of the company that does not have a Board of Directors.

d. In cases where it is decided not to establish a state-owned enterprise, the Minister, Chairman of the People's Committee at provincial level must report to the Prime Minister and provide detailed explanations in writing, concurrently sent to the Ministry of Planning and Investment, the Ministry of Finance, the relevant industry management ministry, and notify the Provincial Registration Office to remove the registered name.

7. Branches and Representative Offices of State-Owned Enterprises

a. The establishment, restructuring, and dissolution of branches and representative offices of state-owned enterprises shall be decided by the state-owned enterprise itself. Branches and Representative Offices of state-owned enterprises may be established in provinces and centrally-administered cities (including the province or city directly under the Central Government where the headquarters of the state-owned enterprise is located). The establishment of branches and Representative Offices of state-owned enterprises abroad shall be carried out in accordance with the laws of the respective countries.

b. Branches and representative offices shall be registered for operation in accordance with the provisions of Point 3 of Section II of this Circular.

c. State-owned enterprises must define the functions, tasks, and specific activities of their branches and representative offices and bear full responsibility under the law for all activities of these branches and representative offices.

II. RESTRUCTURING STATE-OWNED ENTERPRISES

1. Considering the restructuring of state-owned enterprises

a. The restructuring of state-owned enterprises shall be carried out in accordance with the forms prescribed in Clause 1 of Article 20 of Decree No. 180/2004/ND-CP.

b. A state-owned enterprise can be restructured when it meets the conditions stipulated in Article 21 of Decree No. 180/2004/ND-CP.

c. The Prime Minister shall approve the restructuring of state-owned enterprises in the overall plan for the arrangement and development of state-owned enterprises managed by the relevant ministry, the People's Committee at provincial level, and the Board of Directors of State-Owned Corporations established by the Prime Minister.

In cases where state-owned enterprises are divided or split, or where state-owned enterprises proposed for restructuring are not included in the list of entities to be restructured in the overall plan for the restructuring and development of state-owned enterprises approved by the Prime Minister, the relevant ministry, the provincial People's Committee (for independent state-owned enterprises, independent accounting subsidiaries of state-owned corporations, and state-owned corporations established by ministries or provincial People's Committees, and independent state-owned enterprises established by the Prime Minister), and the Board of Directors (for state-owned corporations and independent accounting subsidiaries of state-owned corporations established by the Prime Minister) shall direct the preparation of a proposal for the restructuring of the state-owned enterprise, seek opinions from the Ministry of Planning and Investment, the Ministry of Finance, the relevant ministry, and submit it to the Prime Minister for approval.

d. In cases of merging or consolidating state-owned enterprises between ministries, between provinces and centrally-administered cities, or between state-owned enterprises established by ministries and those established by provincial People's Committees, the person responsible for preparing the application for restructuring shall be the entity that will exercise ownership rights over the state-owned enterprise after restructuring, based on a written agreement between the ministries and the provincial People's Committees.

2. Documents for Application for Restructuring State-Owned Enterprises

a. Within thirty working days from the date the Prime Minister approves the restructuring of state-owned enterprises, the relevant ministry, provincial People's Committee, and the Board of Directors shall notify and direct the state-owned enterprise undergoing restructuring to prepare the application for restructuring and submit it to the authority with the power to decide on restructuring for consideration and decision.

b. The application for restructuring state-owned enterprises includes:

- An application for restructuring state-owned enterprises.

- The charter of the new state-owned enterprise.

- Financial reports of the state-owned enterprise for the three consecutive years prior to the request for restructuring.

- A proposal for restructuring the state-owned enterprise, including the main contents as stipulated in Article 27 of Decree No. 180/2004/NĐ-CP. For cases involving the division or splitting of state-owned enterprises, there must also be a written approval from the Prime Minister for the restructuring proposal (division or splitting) of the state-owned enterprise.

- A written agreement of the entity that decided to establish the state-owned enterprise for cases of merger or consolidation as specified in paragraph d of point 3 of this Section.

- Other related documents concerning the restructuring of state-owned enterprises.

3. Authority to Decide and Implement the Restructuring of State-Owned Enterprises

a. The Prime Minister decides on the restructuring of important state-owned enterprises directly serving national defense and security.

b. The Minister or Chairman of the provincial People's Committee decides on the restructuring of state-owned enterprises outside the scope specified in paragraph a of point 3 of this Section; directs and organizes the implementation of decisions on restructuring state-owned enterprises.

c. Within sixty working days from the date all documents for the application for restructuring state-owned enterprises are received, the authority with the power to decide on restructuring state-owned enterprises shall issue a decision on restructuring state-owned enterprises. The decision on restructuring state-owned enterprises must clearly specify the succession of rights and obligations of the state-owned enterprise being restructured.

d. The decision on restructuring state-owned enterprises shall be sent to the Ministry of Planning and Investment, the Ministry of Finance, the relevant ministry; sent to creditors and notified to employees within thirty days from the date of issuance of the decision on restructuring.

đ. In cases where restructuring of state-owned enterprises is not decided upon, the Minister or Chairman of the provincial People's Committee must report to the Prime Minister and provide specific reasons in writing, while sending the report to the Ministry of Planning and Investment, the Ministry of Finance, and the relevant ministry.

III. BUSINESS REGISTRATION OF STATE-OWNED ENTERPRISES

1. Documents for Business Registration of State-Owned Enterprises

a. A business registration form, according to Appendix 4 Model MĐ-7;

b. Decision on establishment of the enterprise;

c. Enterprise charter approved by the competent authority;

d. Decision on appointment or employment contract for the General Director of the company with a Board of Directors, or the Director of the company without a Board of Directors;

đ. A certified copy of the practice certificate of one of the members specified in Clause 5, Article 16 of Decree No. 180/2004/NĐ-CP or other key management positions as stipulated in Point c, Clause 1, Article 12 of Decree No. 109/2004/NĐ-CP dated April 2, 2004 of the Government on business registration (for companies operating in industries or professions requiring a practice certificate) and must ensure this condition throughout their operation.

2. Procedures and Formalities for Business Registration of State-Owned Enterprises

a. The legal representative of the enterprise or a person authorized in writing submits a set of business registration documents at the Provincial Business Registration Office where the company's headquarters is located. The company may send the documents via the email address of the Provincial Business Registration Office; in this case, when collecting the Business Registration Certificate, the company must submit a set of business registration documents (on paper) for comparison and archiving.

b. Upon receiving the business registration documents, the Provincial Business Registration Office must issue a receipt according to Appendix 4 Model MTB-19 and hand it over to the applicant.

c. Within fifteen working days from the date of receipt of the documents, the Provincial Business Registration Office shall issue a Business Registration Certificate to the company, according to Appendix 4 Model MG-9, if the documents meet the conditions stipulated in Clause 1 of this Section.

d. The Provincial Business Registration Office shall record the number of the Business Registration Certificate of the company as follows:

- Province code: two characters, according to Appendix I issued together with Circular No. 03/2004/TT-BKH dated June 29, 2004 of the Ministry of Planning and Investment guiding the procedures and formalities for business registration under Decree No. 109/2004/NĐ-CP (hereinafter referred to as Circular No. 03/2004/TT-BKH).

- Organizational form code: one character, 0 for a company, 1 for a branch, 2 for a representative office.

- Enterprise type code: one character, 6 for state-owned enterprises.

- Serial number: six characters, from 000001 to 999999.

Example of recording the number of the Business Registration Certificate:

+ For a state-owned enterprise headquartered in Hanoi, the number of the Business Registration Certificate would be recorded as follows:

0106000002 (Business Registration Certificate issued to the second state-owned enterprise in Hanoi).

+ Branch of state-owned enterprise with its branch office located in Ho Chi Minh City, recorded with Business Registration Certificate number as follows:

4116000003 (Business Registration Certificate issued for the third branch of state-owned enterprise type in Ho Chi Minh City)

+ Representative office of state-owned enterprise with its representative office located in Hai Phong, recorded with Business Registration Certificate number as follows:

0226000004 (Business Registration Certificate issued for the fourth representative office of state-owned enterprise type in Hai Phong).

d. In case the file does not contain sufficient documents as prescribed in Clause 1 Section of this Article, or contains incomplete or inconsistent information among the documents in the file, within seven working days from the date of receipt of the file, the Provincial Business Registration Office must notify the state-owned enterprise clearly about the requirements for amendment and supplementation of the business registration file and the method of amending and supplementing the file according to Appendix No. 4 Model MTB-17.

e. Within sixty days from the date of signing the decision on establishment, the state-owned enterprise must register its business at the Provincial Business Registration Office where the main office of the enterprise is located. If the state-owned enterprise has not registered within this period, it must submit a written request for extension from the person who made the establishment decision.

The state-owned enterprise has the right to conduct business from the date of issuance of the Business Registration Certificate. For businesses in regulated industries, the state-owned enterprise has the right to operate in those industries from the date the competent authority issues a permit or when the enterprise meets the required conditions as stipulated.

3. Registration of branch and representative office activities

a. Registration of branch and representative office activities with headquarters located in the province or centrally governed city where the company's main office is situated:

- The company sends notification to the Provincial Business Registration Office where the company has already registered, according to Appendix No. 4 Model MTB-22 for branch activity registration, and Appendix No. 4 Model MTB-23 for representative office activity registration, along with a certified copy of the decision appointing the head of the branch or representative office. For branches operating in industries requiring a practice certificate, the notification must include a certified copy of the practice certificate of the head or deputy head of the branch. The company may send the file via the email address of the Provincial Business Registration Office; in this case, when collecting the Business Operation Registration Certificate, the company must submit a set of original registration files (paper-based) for verification and archiving.

- Upon receiving the notification, the Provincial Business Registration Office must issue a Receipt according to Appendix No. 4 Model MTB-19 and hand it over to the person submitting the file.

- Within seven working days from the date of receipt of the notification, the Provincial Business Registration Office will issue the Business Operation Registration Certificate for the branch according to Appendix No. 4 Model MG-10, and for the representative office according to Appendix No. 4 Model MG-11.

- Within seven working days from the date of issuing the Business Operation Registration Certificate for the branch or representative office, the Provincial Business Registration Office where the company has already registered will issue a new Business Registration Certificate for the company according to Appendix No. 4 Model MG-9.

b. Registration of branch and representative office activities in a different province or centrally governed city from where the company's main office is located:

- The company sends notification to the Provincial Business Registration Office where the branch or representative office is planned to be established, according to Appendix No. 4 Model MTB-22 for branch activity registration, and Appendix No. 4 Model MTB-23 for representative office activity registration, along with a certified copy of the company's Business Registration Certificate, the company's articles of association, and the decision appointing the head of the branch or representative office. For branches operating in industries requiring a practice certificate, the notification must include a certified copy of the practice certificate of the head or deputy head of the branch.

- Upon receiving the notification, the Provincial Business Registration Office must issue a Receipt according to Appendix No. 4 Model MTB-19 and hand it over to the person submitting the file.

- Within seven working days from the date of receipt of the notification, the Provincial Business Registration Office where the branch or representative office is located will issue the Business Operation Registration Certificate for the branch according to Appendix No. 4 Model MG-10, and for the representative office according to Appendix No. 4 Model MG-11.

- Within seven working days from the date of issuance of the Business Operation Registration Certificate for the branch or representative office, the company must notify the Provincial Business Registration Office where the company has already registered about the establishment of the branch or representative office, along with a certified copy of the Business Operation Registration Certificate for the branch or representative office, to supplement the business registration file and obtain a new Business Registration Certificate according to Appendix No. 4 Model MG-9.

c. When changing any of the registered contents of the branch or representative office, the company must send a notification to the Provincial Business Registration Office where the branch or representative office is located, according to Appendix No. 4 Model MTB-24 to obtain a new Business Operation Registration Certificate for the branch according to Appendix No. 4 Model MG-10, and for the representative office according to Appendix No. 4 Model MG-11. For changes in the name of the branch or representative office, the company must also attach a certified copy of the company's Business Registration Certificate with the notification.

d. When changing the name or address of the branch or representative office, in addition to complying with the provisions of point c of this clause, the company must send a notification according to Appendix No. 4 Model MTB-25 to the Provincial Business Registration Office where the company has already registered about the change in the name or address of the branch or representative office, along with a certified copy of the Business Operation Registration Certificate for the branch or representative office, to obtain a new Business Registration Certificate according to Appendix No. 4 Model MG-9.

d. When ceasing operations of the branch or representative office, the company must send a notification to the Provincial Business Registration Office where the branch or representative office is located to retrieve the Business Operation Registration Certificate of the branch or representative office; simultaneously, the company must send a notification to the Provincial Business Registration Office where the company's main office is located to obtain a new Business Registration Certificate according to Appendix No. 4 Model MG-9.

e. In case the company establishes a branch or representative office abroad, within fifteen working days from the official opening date of the branch or representative office, the company must send a notification to the Provincial Business Registration Office where the company has already registered to supplement the business registration file and obtain a new Business Registration Certificate according to Appendix No. 4 Model MG-9.

When changing the address or ceasing operations of a branch or representative office abroad, the company shall notify the Registration Office at the provincial level where the company has registered for business to obtain a replacement Business Registration Certificate according to Appendix 4, Model MG-9.

4. Registration of changes and additions to the business scope; legal representative; company name; charter capital of the company; constituent units or subsidiaries of state-owned corporations.

a. The company shall notify the Registration Office at the provincial level where the company has registered for business according to Appendix 4, Model MTB-25, along with the notification, there must be a document permitting the change from the competent authority.

- In the case where the company registers to add a business scope that requires a practice certificate, the company must also provide a certified true copy of the practice certificate of one of the members specified in Clause 5, Article 16 of Decree No. 180/2004/ND-CP or other important management positions as stipulated in Point c, Clause 1, Article 12 of Decree No. 109/2004/NĐ-CP dated April 2, 2004 of the Government on Business Registration.

- In the case where the company registers to add a business scope that requires statutory capital, the charter capital of the company must not be lower than the statutory capital prescribed for such business scope.

- In the case of adding or removing a subsidiary from a state-owned corporation, the corporation must also provide a certified true copy of the document approving the change from the competent authority.

- In the case of changing the name or address of constituent units or subsidiaries on the Business Registration Certificate of a state-owned corporation, the corporation must also provide a certified true copy of the Business Registration Certificate with the changed information for subsidiaries or a decision allowing the change for public service units.

b. Within seven working days from the date of receiving a complete application, the Registration Office at the provincial level shall issue a replacement Business Registration Certificate for the company according to Appendix 4, Model MG-9.

c. For companies with branches or representative offices, after registering to change the company name, the company must notify the Registration Office at the provincial level where the branch or representative office is located according to Appendix 4, Model MTB-24 to register for a change in the Business Registration Certificate of the branch or representative office. This provision also applies to registering for a change in the Business Registration Certificate of the branch or representative office when the company registers to change its business scope, leading to a change in the business scope of the branch or the content of activities of the representative office.

5. Registration of change of main office address of state-owned enterprises.

a. Registration of change of main office address of state-owned enterprises within the province or centrally-administered city where the enterprise has already registered for business:

- The enterprise shall notify the Registration Office at the provincial level where the enterprise has already registered for business, according to Appendix 4, Model MTB-25, along with the notification, there must be a document permitting the change from the competent authority.

- Within seven working days from the date of receiving the application, the Registration Office at the provincial level shall issue a replacement Business Registration Certificate for the enterprise according to Appendix 4, Model MG-9.

b. Registration of change of main office address of state-owned enterprises to another province or centrally-administered city where the enterprise has already registered for business:

- The enterprise shall notify the Registration Office at the provincial level where the new main office will be located, according to Appendix 4, Model MTB-25, along with the notification, there must be a document permitting the change from the competent authority and a certified true copy of the Business Registration Certificate of the enterprise. At the same time, the enterprise shall notify the Registration Office at the provincial level where the enterprise has already registered for business.

- Within seven working days from the date of receiving the application, the Registration Office at the provincial level shall issue a replacement Business Registration Certificate for the enterprise according to Appendix 4, Model MG-9.

- Within seven working days from the date of obtaining the new Business Registration Certificate, the enterprise shall return the previously issued Business Registration Certificate and attach a certified true copy of the new Business Registration Certificate to the Registration Office at the provincial level where the enterprise had previously registered for business. Upon receipt of the certified true copy of the new Business Registration Certificate and the previously issued Business Registration Certificate transferred by the enterprise, the Registration Office at the provincial level shall return all registration documents to the enterprise so that the enterprise can submit these documents to the Registration Office at the provincial level where the new main office is located.

c. Registration for the case of transferring the main office address of the enterprise with the address of a branch and vice versa.

- The enterprise shall notify the Registration Office at the provincial level where the enterprise is moving to, according to Appendix 4, Model MTB-25, along with the notification, there must be a document from the competent authority permitting the transfer of the branch location to become the main office of the enterprise and vice versa, and a certified true copy of the Business Registration Certificate of the enterprise.

- Within seven working days from the date of receiving the notification, the Registration Office at the provincial level shall issue a replacement Business Registration Certificate for the enterprise.

- Within seven working days from the date of obtaining the Business Registration Certificate, the enterprise shall notify the Registration Office at the provincial level where the new branch office is planned to be located, according to Appendix 4, Model MTB-24, along with the notification, there must be a certified true copy of the document from the competent authority permitting the transfer of the branch location to become the main office of the enterprise and vice versa, a certified true copy of the Business Registration Certificate of the enterprise, and the previously issued Business Registration Certificate of the branch. Within seven working days from the date of receiving the notification, the Registration Office at the provincial level shall issue a replacement Business Registration Certificate for the branch.

- Within seven working days from the date of obtaining the replacement Business Registration Certificate and Business Registration Certificate for the branch, the enterprise and the branch shall return the previously issued Business Registration Certificate and Business Registration Certificate for the branch and attach a certified true copy of the new Business Registration Certificate and Business Registration Certificate for the branch to the Registration Office at the provincial level where the enterprise and the branch had previously registered. Upon receipt of the certified true copy of the new Business Registration Certificate and Business Registration Certificate for the branch, the Registration Office at the provincial level shall return all registration documents to the enterprise and the branch so that they can submit these documents to the Registration Office at the provincial level where the new main office and branch are located.

On the replacement Business Registration Certificate and Business Registration Certificate for the branch, the date of initial issuance and the date of replacement shall be recorded.

6. Registration of merger, consolidation, division, or separation of companies.

a. The company submits the business registration dossier prescribed in Clause 1 of this Section to the Provincial Business Registration Office where the company's headquarters is located in cases of merger, consolidation, division, or separation. Accompanying the dossier, the company must have the decision on merger, consolidation, division, or separation of the company issued by the competent authority as stipulated in Article 22, Article 23, Article 24, and Article 25 of Decree No. 180/2004/NĐ-CP.

b. Within fifteen working days from the date of receipt of the dossier, the Provincial Business Registration Office shall issue new Business Registration Certificates according to Appendix No. 4 Model MG-9 for companies resulting from division, separation, and consolidation; and replace Business Registration Certificates (if there are changes) for companies undergoing division, companies receiving mergers.

c. After issuing Business Registration Certificates for the cases specified in point b of this clause, the Provincial Business Registration Office where the company has registered business shall recover the Business Registration Certificates of companies undergoing division, consolidation, and merger. In case the companies undergoing consolidation or merger have their main offices in another province than that of the consolidating or merging company, the companies undergoing consolidation or merger must return their Business Registration Certificates to the Provincial Business Registration Office where they were originally issued.

d. For companies with branches or representative offices, after registering for merger, consolidation, division, or separation, the company must notify the Provincial Business Registration Office where the branch or representative office is located according to Appendix No. 4 Model MTB-24 to supplement the dossier and register any changes (if any) of the branch or representative office.

đ. On the Business Registration Certificate issued for the divided company, the issuance date of the Business Registration Certificate is recorded as the date of issuance of the Business Registration Certificate for the divided company, and the replacement date is recorded as the date of issuance of the Business Registration Certificate for the divided company; for consolidated companies, the issuance date of the Business Registration Certificate is recorded as the earliest issuance date of the Business Registration Certificate for the consolidated company, and the replacement date is recorded as the date of issuance of the Business Registration Certificate for the consolidated company.

7. Replace Business Registration Certificates issued before August 1, 2003

a. To implement the application of information technology in business registration work, from the effective date of this Circular until June 30, 2006, the Provincial Business Registration Office shall organize the implementation of replacing Business Registration Certificates with the business registration number prescribed in this Circular for state-owned enterprises that have been issued Business Registration Certificates before August 1, 2003.

b. On the replaced Business Registration Certificate, record the issuance date of the old Business Registration Certificate and the replacement date.

c. The replacement of Business Registration Certificates with the registration number prescribed in this Circular for branches and representative offices that have been registered before August 1, 2003, shall also be implemented according to the provisions at points a and b of this clause.

8. Reissue Business Registration Certificates; recording in Business Registration Certificates; notification and retention of business registration content

a. Reissue Business Registration Certificates in cases where the Business Registration Certificate is lost, torn, damaged, etc., shall be carried out according to the guidance provided in Clause 19 of Section I of Circular No. 03/2004/TT-BKH.

b. The recording in Business Registration Certificates shall be applied according to the guidance provided in Appendix III issued together with Circular No. 03/2004/TT-BKH.

c. Notification and retention of business registration content shall be applied according to the guidance provided in Clause 21 of Section I of Circular No. 03/2004/TT-BKH. For the state-owned enterprise business registration status report form, the Provincial Business Registration Office shall use Appendix 4 Model BC-3 issued together with this Circular.

IV. DISSOLUTION OF STATE-OWNED ENTERPRISES

1. Examination and Dissolution of State-Owned Enterprises

a. A state-owned enterprise may be examined for dissolution under one of the circumstances prescribed in Article 29 of Decree No. 180/2004/NĐ-CP.

b. The entity proposing the dissolution of a state-owned enterprise is the organization prescribed in Article 30 of Decree No. 180/2004/NĐ-CP.

c. The Prime Minister approves the dissolution of a state-owned enterprise within the overall plan for restructuring and developing state-owned enterprises of the Ministry managing the sector, the People's Committee of the province, and the Board of Directors of the State-owned Corporation established by the Prime Minister's decision.

In the case where a state-owned enterprise proposed for dissolution is not included in the list of dissolutions in the overall plan for restructuring and developing state-owned enterprises approved by the Prime Minister, the entity proposing the dissolution of the state-owned enterprise shall submit a request for dissolution to the Ministry managing the sector, the People's Committee of the province (for independent state-owned enterprises, independent accounting member enterprises of state-owned corporations, and state-owned corporations established by the Ministry, provincial People's Committee decisions), and the Board of Directors (for state-owned corporations and independent accounting member enterprises of state-owned corporations established by the Prime Minister's decision) for examination and submission to the Prime Minister for approval, after obtaining the opinions of the Ministry of Planning and Investment, the Ministry of Finance, and the Ministry managing the sector.

2. Decision on Dissolution of State-Owned Enterprises

a. The Minister, Chairman of the People's Committee of the province decides to dissolve state-owned enterprises and independent accounting member enterprises of state-owned corporations after being approved by the Prime Minister.

b. Within thirty working days from the date of the Prime Minister's approval of the dissolution of the state-owned enterprise, the Minister, Chairman of the People's Committee of the province must establish a Dissolution Council (hereinafter referred to as the Dissolution Council) and issue a decision to dissolve the state-owned enterprise.

c. The Dissolution Council has the function of advising the decision-maker on the decision to dissolve and organizing the implementation of the dissolution of the state-owned enterprise. The composition, powers, and responsibilities of the Dissolution Council are regulated in Article 32 and Article 33 of Decree No. 180/2004/NĐ-CP.

d. The decision to dissolve the state-owned enterprise shall be prepared and sent according to the provisions of Article 34 of Decree No. 180/2004/NĐ-CP, and simultaneously sent to creditors and those with rights, obligations, and interests related to the dissolution of the company within seven days from the date of the dissolution decision.

đ. In the case where the decision to dissolve the state-owned enterprise is not made, the Minister, Chairman of the People's Committee of the province must report to the Prime Minister and provide specific reasons in writing, and send them to the Ministry of Planning and Investment, the Ministry of Finance, the Ministry managing the sector, and the entity proposing the dissolution.

3. Implementation of Dissolution of State-Owned Enterprises

Upon the decision to dissolve state-owned enterprises:

a. The dissolved state-owned enterprise must carry out the tasks prescribed in Clause 1 and Clause 2, Article 36 of Decree No. 180/2004/NĐ-CP.

b. The Minister, Chairman of the People's Committee at provincial level shall decide to establish a liquidation committee to assist the Dissolution Council in drafting the dissolution plan and implementing the dissolution plan of the state-owned enterprise after the plan has been approved.

c. The Dissolution Council:

- Shall recover the seal of the dissolved state-owned enterprise for the purpose of dissolution.

- Shall draft the dissolution plan of the state-owned enterprise for approval by the Minister, Chairman of the People's Committee at provincial level who decides on the dissolution of the state-owned enterprise.

- Shall organize the implementation of the dissolution of the state-owned enterprise according to the approved plan.

d. Within seven working days after the completion of the dissolution process, the Dissolution Council must prepare a report on the dissolution of the state-owned enterprise for submission to the person deciding on the dissolution of the enterprise. The Dissolution Council shall return the seal of the dissolved state-owned enterprise to the police authority in accordance with regulations on the management and use of seals; submit the original Certificate of Enterprise Registration and a valid copy of the decision to dissolve the state-owned enterprise to the Provincial Department of Enterprise Registration where the company has registered; publish in a central daily newspaper or local newspaper for three consecutive issues about the completion of the dissolution of the state-owned enterprise.

đ. The time limit for implementing the dissolution of the state-owned enterprise shall not exceed six months from the date the dissolution decision becomes effective. In special cases, with written consent from the person deciding on the dissolution of the enterprise, the dissolution period may be extended by up to two additional months.

4. The dissolution of State-owned Corporations established by the State shall be decided by the State.

a. When dissolving State-owned Corporations established by the State, the member units of the Corporation shall be considered for restructuring and reorganization as follows:

- Independent accounting member companies shall be considered for restructuring through mergers, consolidations, conversion into a single-member state-owned limited liability company or a state-owned limited liability company with two or more members, ownership transfer, or dissolution, bankruptcy in accordance with the provisions applicable to state-owned enterprises.

- Single-member state-owned limited liability companies, joint-stock companies, and limited liability companies with capital contributions from the Corporation shall be considered for transferring ownership rights of the company, ownership rights of the contributed capital to other state-owned companies, other state-owned enterprises, or competent authorities.

- Public service units shall be organized and restructured in accordance with current regulations.

b. The transfer of dependent accounting units and public service units into independent state-owned enterprises shall be carried out in accordance with the provisions applicable to the establishment of new state-owned enterprises.

c. The dissolution of the Corporation (including the Corporation's management structure and remaining dependent accounting units) shall be implemented according to the procedures and formalities applicable to the dissolution of state-owned enterprises.

V. IMPLEMENTATION

This Circular takes effect fifteen days after its publication in the Official Gazette and replaces Circular No. 08 BKH/DN dated June 11, 1997 of the Ministry of Planning and Investment guiding the implementation of Decree No. 50/CP dated August 28, 1996 of the Government on the establishment, restructuring, dissolution, and bankruptcy of state-owned enterprises and Decree No. 38/CP dated April 28, 1997 of the Government amending and supplementing certain articles of Decree No. 50/CP.

During the implementation, if there are any difficulties, please promptly reflect them to the Ministry of Planning and Investment for study and resolution./.