DECREE NO. 128/2014/ND-CP ON THE SALE, TRANSFER AND ASSIGNMENT OF STATE-OWNED ENTERPRISES WITH 100% STATE CAPITAL

 

DECREE

Von selling, transferring, and assigning state-owned enterprises with 100% state capital

__________________

 

Pursuant to the Law on Organization of the Government dated December 25, 2001;

Pursuant to the Enterprise Law dated November 29, 2005;

At the proposal of the Minister of Planning and Investment,

The Government issues a Decree on selling, transferring, and assigning state-owned enterprises with 100% state capital.

PART I

GENERAL PROVISIONS

Article 1. Scope of Regulation

This Decree stipulates the sale, transfer, and assignment of state-owned enterprises with 100% state capital under Ministries, ministerial-level agencies, agencies under the Government, People's Committees of provinces and centrally governed cities (hereinafter referred to as single-member limited liability companies), enterprises with 100% capital from parent companies within economic groups, corporations, and company clusters (hereinafter referred to as member companies) where the parent company operates as a single-member limited liability company owned by the State; the sale of dependent accounting units of single-member limited liability companies and member companies.

Article 2. Subjects and Conditions for Application

1. Selling single-member limited liability companies and member companies (hereinafter referred to as selling enterprises) shall not be subject to the scale of state capital in the following cases:

a) Enterprises that have been approved for sale in the overall restructuring plan for state-owned enterprises with 100% state capital by the Prime Minister;

b) Enterprises that fall under the privatization plan in the overall restructuring plan for state-owned enterprises with 100% state capital but cannot be privatized.

2. Selling dependent accounting units of single-member limited liability companies and member companies that have been approved for partial enterprise sale in the overall restructuring plan for state-owned enterprises with 100% state capital by the Prime Minister, without affecting the operation and debt repayment capacity of the remaining part of the enterprise.

3. Transferring single-member limited liability companies and member companies to employee collectives (hereinafter referred to as transferring enterprises) when meeting the following conditions:

a) Total asset value recorded in the accounting books is less than 15 billion VND;

b) No land advantage;

c) Approved for enterprise transfer in the overall restructuring plan for state-owned enterprises with 100% state capital by the Prime Minister.

4. Assigning single-member limited liability companies and member companies (hereinafter referred to as assigning enterprises) must meet the following conditions:

a) The enterprise operates in key business sectors or closely related to the key business sectors of the receiving economic group, corporation, or company cluster;

b) Not subject to dissolution or loss of payment capability;

c) Approved for enterprise assignment in the overall restructuring plan for state-owned enterprises with 100% state capital by the Prime Minister or decided by the Prime Minister based on the agreement and proposal of the assigning party and the receiving party.

Article 3. Explanation of Terms

2. Self-generated and self-consumed electricity is electricity produced and consumed by an organization or individual to serve their own needs.

1. "Selling enterprises" refers to the full ownership transfer of an enterprise or a dependent accounting unit to another collective, individual, or legal entity for consideration.

2. "Transferring enterprises" refers to the non-monetary transfer of ownership rights of single-member limited liability companies and member companies to employee collectives within the enterprise with clearly defined ownership for each individual.

3. "Assigning enterprises" refers to the transfer of representative ownership rights or ownership rights of single-member limited liability companies and member companies between the assigning party and the receiving party.

4. "State-owned enterprises with 100% state capital" refers to single-member limited liability companies where the Ministry, ministerial-level agency, agency under the Government (hereinafter referred to as Ministry), or People's Committee of provinces and centrally governed cities (hereinafter referred to as Provincial People's Committee) represents the owner.

5. "Parent company" refers to the parent company operating as a single-member limited liability company owned by the State within economic groups, corporations, and company clusters.

6. "Buyer of an enterprise or part of an enterprise" refers to the employee collective within the enterprise, legal entity, group of individuals, or individual purchasing the enterprise or part of the enterprise.

7. "Recipient of transferred enterprises" refers to the employee collective within the enterprise receiving the transferred enterprises.

8. "Transferor and seller of an enterprise or part of an enterprise" refers to the agency or organization representing the owner of the enterprise.

9. "Assigning party of enterprises" refers to the parent company or Ministry, Provincial People's Committee assigned to represent state ownership.

10. "Receiving party of transferred enterprises" refers to the parent company operating as a single-member limited liability company owned by the State within economic groups, corporations, and company clusters or Ministry, Provincial People's Committee (in cases of transferring enterprises between Ministries, Provincial People's Committees and transferring enterprises from economic groups, corporations, and company clusters to Ministries, Provincial People's Committees and decided by the Prime Minister).

11. "Assigned enterprises with payment" refers to the method of repaying the corresponding value of the transferred enterprise from the receiving party to the assigning party in cash.

12. "Assigned enterprises without payment" refers to the method of not repaying money to the assigning party of the enterprise.

13. "Direct sale" refers to the direct negotiation, agreement, and signing of contracts between the seller of the enterprise or part of the enterprise and the buyer of the enterprise or part of the enterprise when there is only one organization or employee collective within the enterprise, or a group of individuals or an individual registered to purchase (hereinafter referred to as the purchaser).

14. "Auction sale" refers to the selection of the buyer of the enterprise or part of the enterprise through competitive bidding at the auction session when there are two or more purchasers registered.

15. "Employee collective within the enterprise" refers to the organized group of employees listed in the regular work roster of the enterprise voluntarily implementing the resolution of the Enterprise Workers' Congress on accepting transfers, purchasing enterprises, or dependent accounting units at the time the decision approving the labor restructuring plan takes effect.

16. "Enterprise Reform Committee" is an organization established within an enterprise to implement the sale, transfer, or assignment of the enterprise as decided by the Ministry, Provincial People's Committee, or parent company.

17. "Enterprise Reform and Development Committee" is an organization under the Ministry, Provincial People's Committee, or parent company in economic groups or corporations as prescribed in Clause 2, Article 7 of Decree No. 99/2012/ND-CP dated November 15, 2012 of the Government on the division of responsibilities between the State and enterprises (hereinafter referred to as Decree No. 99/2012/ND-CP), which performs tasks and powers stipulated in this Decree when selling enterprises or transferring them to other entities.

18. "Receiving Committee" is an organization established by the parent company or the Ministry, Provincial People's Committee (in cases of transferring enterprises between Ministries, Provincial People's Committees, and from economic groups, corporations, or groups of companies to Ministries, Provincial People's Committees, and approved by the Prime Minister) when receiving transferred enterprises.

19. "Enterprise Not Eligible for Shareholding Reform" refers to an enterprise that, according to the overall restructuring plan for state-owned enterprises with 100% state capital, has been approved by the Prime Minister, ministries, or provincial people's committees, is included in the list of enterprises subject to shareholding reform, but remains ineligible for such reform or does not meet the conditions for shareholding reform even after applying all measures prescribed by laws on shareholding reform.

20. "Enterprise Without Land Advantage" means an enterprise:

a) Having land use rights for an area less than 200 square meters;²;

b) The market price for transferring land use rights or leasing land under normal conditions does not exceed 20% of the price set and announced by the provincial people's committee at the nearest time. In cases where the price cannot be determined, the price for transferring or leasing similar land with the same location, conditions, and purpose of use shall be used to determine it.

Article 4. Subjects eligible to purchase, receive transfers, or take over enterprises

1. Subjects entitled to purchase enterprises include:

a) Labor collectives within the enterprise;

b) Individual employees within the enterprise;

c) Enterprises, including foreign-invested enterprises in Vietnam, except financial organizations providing valuation advisory services or auctioning enterprises and wholly owned limited liability companies by the state;

d) Vietnamese citizens with full civil capacity, except those prohibited from establishing and managing enterprises as stipulated in Points b, c, d, đ, e, g of Clause 2 and Point b of Clause 4 of Article 13 of the Enterprise Law, members of the Enterprise Reform and Development Committee, and individuals belonging to financial organizations providing valuation advisory services or auctioning enterprises;

đ) Foreign economic and financial organizations established under foreign law operating abroad or in Vietnam, and foreign individuals, except financial organizations and individuals belonging to financial organizations providing valuation advisory services or auctioning enterprises.

e) Groups of enterprises, organizations, or individuals who have joined together to purchase the enterprise collectively.

2. Foreign-invested enterprises as specified in Point c and subjects as specified in Point đ of Clause 1 of this Article, according to legal provisions, are considered foreign investors participating alongside other Vietnamese enterprises and citizens in purchasing a portion of the enterprise as follows:

a) For enterprises being sold in industries or sectors where Vietnam has international commitments regarding foreign investment equity participation, foreign investors may purchase enterprises up to the level of Vietnam's international commitments;

b) For enterprises being sold in industries or sectors outside Vietnam's international commitments, foreign investors may purchase enterprises according to the legal limits on foreign investment participation in those industries or sectors;

c) For enterprises being sold in multiple industries or sectors with different legal limits on foreign investment participation, foreign investors may participate in purchasing enterprises up to the lowest limit among those industries or sectors;

d) In addition to the cases specified in Points a, b, and c of this Clause, foreign investors may purchase Vietnamese enterprises without any restrictions on the percentage.

3. Subjects eligible to receive transferred enterprises are labor collectives within the enterprise meeting the conditions stipulated in Article 21 of this Decree.

4. Subjects eligible to receive assigned enterprises are parent companies engaged in the main business or auxiliary businesses approved by competent authorities in the company charter, consistent with the main business of the assigned enterprise.

In special cases requiring the transfer of enterprises between ministries, provincial people's committees, and the transfer of enterprises from economic groups, corporations, or groups of companies to ministries, provincial people's committees, both the transferring and receiving parties must report to the Prime Minister for examination and decision.

Article 5. Principles for selling, transferring, and assigning enterprises

1. The buyer or recipient of the enterprise transfer shall not resell the enterprise within the time period stipulated in the contract.

2. The assets of the enterprise when implementing the sale, transfer, or assignment shall be valued. The value of the enterprise being sold shall be calculated based on the actual market price. The value of the enterprise being transferred shall be calculated based on the audited book value by an independent auditing organization.

3. Priority order in selecting the method to sell the enterprise:

a) Auction with assumption of debts;

b) Auction without assumption of debts;

c) Direct negotiation sale with assumption of debts;

d) Direct negotiation sale without assumption of debts;

Priority shall be given to selling the enterprise to the workforce collective if the workforce collective offers the same price as other buyers in the final auction round.

4. Principles for transferring enterprises:

a) Non-payment transfer applies in cases where the enterprise is transferred from ministries, provincial people's committees to economic groups, corporations, or company clusters; or between ministries and provincial people's committees. The transfer of enterprises from ministries, provincial people's committees to the State Capital Investment Corporation shall be carried out according to the principles, procedures, and formalities prescribed in Decree No. 151/2013/NĐ-CP dated November 1, 2013 on the functions, tasks, and operational mechanisms of the State Capital Investment Corporation;

b) Payment transfer applies in cases where the enterprise is transferred among economic groups, corporations, or company clusters;

c) There must be an agreement between the transferring party and the receiving party, and it must comply with the provisions of the competition laws;

d) In cases where the enterprise is transferred according to the following principles, the Prime Minister shall decide:

- Transfer the enterprise in its current state based on recording the increase or decrease in the owner's equity according to the book value of the transferring enterprise;

- Transfer the enterprise in its current state under the non-payment principle and only conduct an inventory and assessment of the actual financial status, assets, and debts of the enterprise, and re-determine the enterprise's value.

Implementation of public disclosure as provided for in Articles 13, 15, 23, and 29 of this Decree.

6. The means of payment for purchasing an enterprise shall be Vietnamese dong. Foreign investors wishing to purchase an enterprise must open a settlement account at a bank or foreign bank branch operating in Vietnam, and make payments through this account in accordance with the laws on investment, foreign exchange, and related regulations.

7. Actual, reasonable, and necessary expenses for the sale, transfer, or assignment of the enterprise shall be handled in accordance with the guidance of the Ministry of Finance.

Article 6. State Guarantee

The State recognizes and protects the ownership rights, property usage rights, and other legitimate rights and interests of the buyer, recipient of the transfer, and the receiving party of the enterprise transfer; the legitimate rights and interests of workers and related parties as prescribed by law.

Chapter II

SALE OF ENTERPRISES

Article 7. Rights and Obligations of the Enterprise Buyer

1. The enterprise buyer registrant:

a) Has the right to survey the actual status of the enterprise; study the files, financial reports, asset lists, ownership certificates, land use rights certificates, and contracts related to the enterprise;

b) Is responsible for keeping confidential information obtained from the survey and enterprise documents; shall not disclose or use such information in a manner harmful to the enterprise or its parts. In case the enterprise buyer registrant discloses and uses such information in a manner harmful to the enterprise or its parts, they will be handled according to the provisions of the law.

2. The enterprise buyer:

a) Has the right to choose the legal form of the enterprise after purchase; may continue leasing land or receiving allocated land with payment of land use fees in accordance with the law on land;

b) Inherits all lawful rights, interests, and obligations of the enterprise recorded in the enterprise purchase-sale contract and other signed contracts;

c) Pays the purchase price of the enterprise according to the signed contract;

d) Shall not sell or transfer the enterprise before completing the payment of the enterprise purchase price and other commitments (if any) stipulated in the enterprise purchase-sale contract.

Article 8. Procedure for Selling an Enterprise

1. Preparing to sell the enterprise, including: Notifying about the sale of the enterprise; preparing the legal documents of the enterprise.

2. Developing and approving the enterprise sale plan, including: Inventory, verification, classification of assets and debts; preparing financial statements and plans for handling assets, finances, and debts; tax settlement report at the time of determining the enterprise value; labor restructuring plan; determination of enterprise value; sale plan, minimum selling price, and sale method, estimated costs for organizing the sale of the enterprise; approval of the sale plan, handling of assets, finances, debts, and labor.

If the expected revenue from the sale of the enterprise is insufficient to cover the costs of implementing the sale (in cases where the buyer inherits debts) or insufficient to cover costs and pay off debts (in cases where the buyer does not inherit debts), then it must switch to liquidation or bankruptcy procedures.

3. Handling assets, finances, debts, and labor.

4. Organizing the sale of the enterprise.

5. Approving the sale results; preparing the financial statement of the enterprise at the time of transfer to the buyer; signing the contract; making payments; transferring assets, books, and related documents to the buyer; notifying the completion of the enterprise sale.

6. Registering the enterprise after the sale.

Article 9. Notification of Enterprise Sale

Based on the overall restructuring plan for state-owned enterprises that has been approved by the Prime Minister, the competent authority deciding to sell the enterprise notifies the enterprise about the sale and publicly announces it in one newspaper for three consecutive issues and on the enterprise's website of the Ministry of Planning and Investment (www.business.gov.vn), the ministry's website (for limited liability companies under the ministry), the provincial People's Committee's website (for limited liability companies under the provincial People's Committee) or the parent company in the economic group, corporation, or company cluster (for subsidiary companies) throughout the period of implementing the enterprise sale.

Article 10. Handling assets and finances when selling a business

1. The handling of assets, cash balances of the Reward Fund, Welfare Fund, unfinished construction costs, provisions, losses or profits shall be carried out according to the Government's regulations on financial settlement as stipulated in the Decree on converting 100% state-owned enterprises into joint-stock companies.

2. Asset discrepancies:

a) For excess assets where the cause cannot be determined or the owner cannot be found, the enterprise shall record an increase in the actual value corresponding to the state capital share based on the actual value of the excess assets;

b) For missing assets, the enterprise must clearly identify the cause, responsibility of collectives and individuals, and request compensation according to the law. The difference between the compensation value from related individuals, collectives, and insurance organizations (if any) and the value of the missing assets shall be recorded as production and business expenses.

Article 11. Handling debts and determining the value of the business

1. Enterprises for sale or with parts for sale shall be responsible for reconciling, confirming, and recovering receivables due before the sale; mobilizing resources to settle payable debts due or negotiating with creditors to resolve them before the sale.

2. For remaining receivables and payables, depending on the conditions of the purchase and sale agreement, whether or not the debts are inherited, they shall be handled according to the following principles:

a) In cases where the buyer commits to inheriting the debts and obtains the consent of the creditors to transfer the debts to the buyer, the buyer shall be responsible for settling payable debts and recovering receivables according to the commitment; the commitment to inherit receivables and payables must be recorded in the business sale contract and notified in writing to creditors, debtors of the enterprise, and relevant parties;

b) In cases where the buyer does not commit to inheriting the debts or the creditors do not agree to transfer the debts to the buyer, the enterprise for sale shall be responsible for handling these debts according to the current State regulations on resolving outstanding debts. If the debts have not been fully resolved according to the current State regulations on resolving outstanding debts, they shall be handled according to the regulations on resolving debts as stipulated in the Decree on converting 100% state-owned enterprises into joint-stock companies before determining the value of the enterprise.

3. For advance payments made to suppliers of goods and services such as rent for premises, land, purchases, and labor costs, these must be reconciled with contracts and the volume of supplied goods and services to be included in the enterprise's value.

4. Determining and adjusting the enterprise's value shall be applied according to the principles stipulated in the Decree on converting 100% state-owned enterprises into joint-stock companies regarding the determination of the enterprise's value. The Enterprise Reform and Development Board shall be responsible for reviewing compliance with legal regulations on determining the enterprise's value, submitting it to the competent authority for deciding on the enterprise's value. If the result of determining the enterprise's value does not comply with State regulations, the competent authority deciding on the sale of the enterprise may refuse to pay consulting service fees for valuation; if causing damage to the State and the enterprise, the valuation consulting organization must compensate.

5. For enterprises that cannot be converted into joint-stock companies and must be sold through other methods, they may inherit the results of determining the enterprise's value approved by the competent authority during the process of conversion into joint-stock companies. The Ministry of Finance shall provide guidance on the period for inheriting the results of determining the enterprise's value and adjustments to the results of determining the enterprise's value when there are changes in market prices of related assets.

Article 12. Determination of Enterprise Sale Price

1. The initial sale price of the enterprise shall be determined according to the following principles:

a) Not lower than the total value of state capital already determined in accordance with Clause 4, Article 11 of this Decree and the value of land use rights (if any) as announced by the provincial People's Committee if the buyer inherits debts;

b) Not lower than the total value of the enterprise already determined in accordance with Clause 4, Article 11 of this Decree if the buyer does not inherit debts.

2. The sale price of the enterprise:

Shall be decided based on the sale method (auction or direct sale), payment method (one-time or multiple times), purchase price level, number of workers that the buyer continues to employ, but it must not be lower than the initial sale price stipulated in Clause 1 of this Article.

Article 13. Organization of Enterprise Sale through Auction Method

1. In cases where there are two or more buyers registering to purchase the enterprise, the sale must be conducted through one of the following auction methods:

a) Auction for the inheritance of all remaining employees, applicable when part of the workforce has been resolved according to labor laws and policies for surplus workers due to restructuring of state-owned limited liability companies;

b) Auction without inheriting employees, applicable when all workers have been resolved or a plan to resolve all workers has been approved according to labor laws and policies for surplus workers due to restructuring of state-owned limited liability companies.

2. The Enterprise Reform and Development Board has the following powers and responsibilities in directing and supervising the auction:

a) Drafting the auction sale regulations to be submitted to the competent authority deciding the enterprise sale for approval;

b) Selecting and submitting to the competent authority deciding the enterprise sale for decision on signing contracts with organizations for valuation consultancy and professional auction organizations. Professional auction organizations include both Asset Auction Service Centers and asset auction enterprises as prescribed in Government Decree No. 17/2010/NĐ-CP dated March 4, 2010 on asset auctions (hereinafter referred to as Decree No. 17/2010/NĐ-CP);

c) Submitting to the competent authority deciding the enterprise sale for decision on the auction method and announcement of the initial sale price;

d) Supervising the auction.

3. Determination of Enterprise Value:

a) Within sixty days from the date of the enterprise sale decision, the Enterprise Reform Board must complete the tasks prescribed in Clauses 1, 2, 3, 4, and 5 of Article 18 of this Decree and send the results to the Enterprise Reform and Development Board;

b) Within thirty days from the date of receipt of the results as prescribed in Point a of this Clause, the Enterprise Reform and Development Board must organize the determination of the enterprise value according to the principle prescribed in Clause 4, Article 11 of this Decree;

c) Based on the results of the enterprise value determination, the Enterprise Reform and Development Board submits to the competent authority for the announcement of the initial sale price.

4. Signing the Enterprise Auction Sale Contract

The competent authority deciding the enterprise sale proceeds to sign the enterprise auction sale contract with the selected professional auction organization. The main contents of the enterprise auction sale contract, the responsibilities of the parties involved, and termination of the contract are regulated in Decree No. 17/2010/NĐ-CP.

5. Within five working days from the date the competent authority deciding the enterprise sale announces the initial sale price, the professional auction organization must publicly announce at the enterprise and in three consecutive issues of a newspaper and on the Ministry of Planning and Investment’s Business Information Portal (www.business.gov.vn) at least forty-five days before the auction date regarding the following information:

a) Name, address, and business activities of the enterprise being auctioned;

b) Basic information about assets, workforce, finances, land, including the remaining lease term (if the enterprise is leasing land);

c) Initial sale price;

d) Deposit amount;

đ) Conditions for sale;

e) Time and place to submit bidding invitation forms;

g) Time and place to submit purchase registration forms and deposit money;

h) Time and place to hold the auction session. The location of the auction session can be held at the professional auction organization's office, at the enterprise, or at another agreed location between the professional auction organization and the competent authority deciding the enterprise sale.

6. The bidding invitation documents include: Information prescribed in Clause 5 of this Article, sample purchase registration form, and auction session rules.

7. The enterprise buyer must submit the purchase registration form and deposit money to the professional auction organization according to the following provisions:

a) The purchase registration form and deposit money must be submitted no later than five working days before the auction date;

b) The purchase registration form must clearly specify the minimum purchase price, which cannot be lower than the initial sale price;

c) The deposit amount is equal to ten percent of the initial sale price;

d) When submitting the purchase registration form, the applicant must present identification cards (for Vietnamese individuals), passports (for foreign individuals), power of attorney (for organizations), and sign a commitment to comply with the auction session rules;

Upon receiving the purchase registration form and deposit money, the professional auction organization will issue a certificate of submission of the purchase registration form and a receipt for the deposit money to the applicant. The professional auction organization is responsible for keeping confidential the bid prices of the applicants.

đ) During the period for submitting the purchase registration form, the registered applicant may withdraw the application and immediately receive a refund of the deposit money.

8. The auction sale will be conducted when there are at least two valid purchase registration form submissions accompanied by the deposit money.

In the case where only one valid purchase registration form is approved, the seller shall apply the direct method as prescribed in Article 14 of this Decree.

In the absence of any valid purchase registration forms, the professional auction organization shall report to the Enterprise Reform and Development Board to reduce the initial price but not lower than the level specified in Clause 1, Article 12 of this Decree or apply other forms of transfer.

9. The auction sale shall be conducted as follows:

a) The professional auction organization decides to appoint an auctioneer to conduct the auction session and invite a notary public to participate as a witness in the auction session.

The bidding process and behavior rules during the auction session shall be carried out according to the auction session regulations;

b) The professional auction organization decides to choose one of two auction forms, either oral auction or ballot auction, to conduct the auction sale of the enterprise;

c) The procedure for conducting the auction sale is stipulated in Clause 1, Article 34 of Decree No. 17/2010/NĐ-CP;

d) The proceedings of the enterprise auction sale must be recorded in the enterprise auction sale record. The enterprise auction sale record must have the signature of the auctioneer conducting the enterprise auction sale, the recorder, the successful bidder of the enterprise auction sale, and the witness of the enterprise auction sale. The enterprise auction sale record must be sent by the professional auction organization to the Enterprise Reform and Development Board after the conclusion of the auction sale;

e) The results of the enterprise auction sale are recorded in the Auction Sale Registration Book. In the event of a successful enterprise auction sale, the auctioneer conducting the enterprise auction sale shall prepare the enterprise auction sale purchase and sale contract;

f) In the case where the successful bidder refuses (does not sign the auction record or signs the auction record but does not sign the enterprise purchase and sale contract), the auction implementation organization selects and notifies the next highest bidder to become the supplementary successful bidder if their bid is not lower than the initial price of the final auction round. If the supplementary successful bidder also refuses, the auction implementation organization issues a document canceling the auction result and reports to the enterprise seller to re-auction at another time;

g) In the case where the auction session is unsuccessful, the professional auction organization must prepare an unsuccessful auction record. This record must have the signature of the auctioneer conducting the auction session and the witness.

Article 14. Selling enterprises through the direct method

1. In the case where only one valid purchase registration form is approved, the competent authority deciding to sell the enterprise shall apply the direct negotiation method.

2. The Enterprise Reform and Development Board together with the General Director of the enterprise shall directly negotiate with the buyer regarding the selling price, labor utilization plan, and agree on the contents of the purchase and sale contract. The total value of the enterprise's assets (in the case of purchasing without assuming debts) or the total value of state capital in the enterprise (in the case of purchasing while assuming debts) as specified in Clause 4, Article 11 of this Decree shall serve as the basis for negotiating the selling price with the buyer.

The Enterprise Reform and Development Board sends the file and record to the competent authority deciding to sell the enterprise.

Article 15. Approval of sale results, signing of contracts, handover, payment, and notification of completion of business sale

1. Within five (5) working days from the date of receiving the proposal from the Enterprise Reform and Development Board, the head of the competent authority deciding on the sale of the enterprise must examine and approve the results of the enterprise sale.

2. Within two (2) working days from the date of approving the sale results, the organization implementing the auction must refund the deposit to legitimate bidders who did not win the auction. The deposit of the winning bidder shall be deducted from the purchase price of the enterprise. Deposits will not be refunded to those violating the auction session rules, or to the winning bidder who fails to sign the contract as required. The amount of deposit not refunded must be recorded as an increase in revenue from the sale of the enterprise and managed and used according to the provisions of Article 16 of this Decree.

3. Within ten (10) working days from the date of the decision approving the sale results, representatives of the seller and buyer must sign the enterprise purchase and sale contract. The enterprise purchase and sale contract shall include the following main contents:

a) Name, address, bank account number of the enterprise for sale;

b) Name, address, bank account number (if any) of the enterprise buyer;

c) Sale price of the enterprise;

d) Commitments of the buyer and seller of the enterprise;

đ) Methods of transferring assets, paying the enterprise purchase price, and the handover period;

e) Handling arising issues and disputes under the contract.

Attached to the contract is a list of assets and debts (if any) agreed upon by the buyer and seller.

4. The enterprise buyer must pay within the time limit stipulated in the enterprise purchase and sale contract, but not exceeding one (1) year from the date the enterprise purchase and sale contract is signed; with the first payment to be made within one (1) month and at least seventy percent (70%) of the sale price.

When the buyer has paid at least seventy percent (70%) of the sale price and provided sufficient collateral or guarantee according to the law for the remaining amount, the Enterprise Reform and Development Board must organize the handover of the enterprise to the buyer. The selling enterprise continues to operate until the handover is completed. In case of asset loss, the seller is responsible for compensation according to the law.

5. Within fifteen (15) days from the date of signing the handover minutes, the competent authority deciding on the sale of the enterprise must notify the completion of the enterprise sale with the following contents:

a) Name, address of the enterprise for sale;

b) Name, address of the buyer;

c) Sale price, sale method, payment deadline;

d) Responsibilities of the buyer, seller of the enterprise, and related agencies in handling existing and arising issues.

The notification of the completion of the enterprise sale must be published in mass media and sent to the following agencies: Corporate Finance, Tax, Business Registration, Planning and Investment, Labor - Invalids and Social Affairs, Statistics of the province or centrally administered city where the enterprise's headquarters is located, Enterprise Reform and Development Steering Committee.

Article 16. Management and use of the proceeds from selling the enterprise

The proceeds from selling the enterprise, after remitting to the state budget the value of land use rights (if any), shall be used for the following purposes: To settle costs incurred in the sale of the enterprise; to pay off debts that the buyer does not assume; to implement policies for employees when selling the enterprise; the remaining amount shall be deposited into:

1. The enterprise restructuring support fund at the parent company in the case of selling a subsidiary or a dependent unit of the parent company.

2. A single-member limited liability company in the case of selling a part of the business of a single-member limited liability company.

3. The enterprise restructuring and development support fund in the case of selling a single-member limited liability company.

Article 17. Principles and policies for employees and leaders/managers

1. For employees who continue working at the new enterprise:

a) The enterprise being sold shall be responsible for calculating and paying severance benefits for the period during which the employee worked at the enterprise prior to the signing of the purchase and sale contract;

b) New employment contracts shall be concluded when transferring to work at the new enterprise.

2. Employees eligible for retirement benefits shall be implemented according to the provisions of the law on social insurance and other rights under the labor law.

3. Employees terminating their labor contracts shall be entitled to unemployment assistance and severance benefits as stipulated by the labor law or the policy for surplus employees when reorganizing a single-member limited liability company owned by the State.

4. Chairpersons and members of the Board of Members or Chairperson of the company, Supervisors, General Directors (Directors), Chief Accountants, and persons appointed to represent the enterprise's capital at another enterprise shall be arranged with employment based on individual cases reviewed by the Ministry or the People's Committee of the province or the Board of Members of the parent company. In cases where employment cannot be arranged or if they wish to terminate their positions, the provisions of the Law on Public Officials and Civil Servants shall apply to leadership and management positions in single-member limited liability companies owned by the State and persons appointed to represent the State's shareholding interest in enterprises with State capital contributions.

Article 18. Responsibilities of the Enterprise Being Sold

Upon receiving notification of the sale of the enterprise, the Reform Board at the enterprise shall be responsible for organizing the implementation of the following tasks:

1. Preparing all necessary legal documents, unfulfilled contracts, certificates of ownership and use of assets and land of the enterprise.

2. Inventorying and determining the quantity of current assets at the enterprise or business unit, assessing the condition and classifying assets that can continue to be used, assets for liquidation, or sale.

3. Matching and classifying receivables and payables; compiling lists of creditors and amounts owed, receivables, distinguishing between recoverable and non-recoverable debts, and recommending measures for handling.

4. Preparing the most recent quarterly financial report; formulating plans for asset, financial, and debt management according to the principles set forth in Articles 10 and 11 of this Decree.

5. Developing a plan to restructure the existing workforce of the enterprise as follows:

a) A list of all current employees of the company.

b) A list of employees transferring to work at the new enterprise, and employees sent for retraining to continue working at the new enterprise.

c) A list of employees retiring.

d) A list of employees whose labor contracts will be terminated.

6. Creating conditions for potential buyers to survey and access documents specified in Clause 1 of Article 7 of this Decree.

7. Handling assets, finances, debts, and labor according to the approved plan and the enterprise purchase and sale contract.

8. Signing contracts for hiring valuation consultants and organizations to conduct auctions of the enterprise.

9. Preparing the enterprise's financial report at the time of transfer to the buyer and addressing financial issues arising from the valuation date of the enterprise to the transfer date.

10. Transferring assets, books, and related documents to the buyer according to the agreement recorded in the enterprise purchase and sale contract.

Article 19. Business Registration

After taking over the business, the buyer of the business shall register the business according to the corresponding form of operation that the business will conduct or change the business registration in accordance with the provisions of the law.

The business registration dossier must be accompanied by a certified copy of the purchase and sale contract for the business and the handover minutes of the business.

In case the buyer of the business transfers the purchased business into a part of an existing business, only supplementary business registration in accordance with the law on business registration shall be made.

Article 20. Monitoring and Supervising the Implementation of Contract Commitments

The decision-maker for selling the business has the responsibility to organize monitoring and inspecting the implementation of commitments in the purchase and sale contract; handle or propose relevant state agencies to handle in accordance with the law for cases violating the contract commitments.

Chapter III                        

TRANSFERRING THE BUSINESS TO A GROUP OF WORKERS

Article 21. Conditions for a Group of Workers to Receive the Transfer of a Business

A group of workers in a business may be considered to receive the transfer of the business when they meet all of the following conditions:

1. Voluntarily registering to receive the transfer of the business.

2. Committing to maintain and develop production and business operations, ensuring employment for a minimum of three (3) years from the date of receiving the transfer of the business (except in cases where individual agreements are made with each worker), and fully paying social insurance for workers continuing to work at the business in accordance with the law.

3. Assuming the debts and other financial obligations of the business after processing them in accordance with the provisions of this Decree. Assuming rights and obligations towards workers in accordance with the law on labor.

4. Not being allowed to sell, lease, or self-dissolve the business within a minimum period of three (3) years after receiving the transfer, except in cases where the business loses its ability to pay.

Article 22. Principles for Handling Assets, Finances, Debts, and Labor When Transferring a Business

1. The Reform Board at the business conducts an inventory and determines the quantity and current status of all assets; long-term and short-term investments; leased, borrowed, held, sold, consigned, occupied, rented, and lent assets; reconciles and categorizes different types of debts; prepares lists of creditors and amounts owed, debtors and amounts due, clearly distinguishing between recoverable and non-recoverable debts; classifies assets, processes assets and debts; reports final tax settlement at the time of determining the value of the business.

2. Principles for disposing of assets:

a) For assets contributed to joint ventures or received through joint venture contributions; assets leased externally, financed leases; borrowed, held, and other assets not belonging to the business, the parties transferring and receiving the business and the asset owners agree on succession and sign new contracts or terminate existing contracts.

b) For occupied assets, the business identifies the owner to return or sign a lease agreement for the asset. If the owner cannot be identified, the business records an increase in state capital equivalent to the actual value of the asset.

c) For assets used in welfare facilities and production and business activities funded by the Reward Fund and Welfare Fund of the business and the remaining balance of these funds, they are transferred to the new business for management and use to serve the group of workers in the business.

d) For assets used in production and business activities funded by the Reward Fund and Welfare Fund of the business, they are handed over to the business to continue using in production and business activities.

đ) The remaining balance of the Reward Fund and Welfare Fund is distributed to workers currently working based on their actual years of service at the business before the transfer.

3. Principles for Handling Debts:

a) For tax debts, other payments to the state budget; loans from State Commercial Banks that the business has raised funds to repay but are insufficient, they are handled according to the guidance of the Ministry of Finance.

b) For social insurance debts of the business and workers that the business has collected, wage debts, and other debts of workers, before transferring the business, they are deducted from the state capital value at the business to settle. If there is no remaining state capital, they are supported to settle from the Enterprise Restructuring and Development Support Fund for wholly state-owned enterprises or from the Enterprise Restructuring Support Fund at the parent company for subsidiary companies according to the guidance of the Ministry of Finance.

c) The party receiving the transfer of the business is responsible for assuming the debts receivable and payable of the business after processing. If creditors do not agree to allow the party receiving the transfer of the business to assume the debts, the handling of the business's payable debts is carried out according to the guidance of the Ministry of Finance.

4. The remaining value of the assets, after deducting necessary costs for transferring the business, is transferred entirely to the ownership of the group of workers in the business.

5. In cases where the Chairman of the Company, General Director, Deputy General Director, Chief Accountant, or Auditor of the business does not participate in receiving the transfer of the business, the competent authority deciding the transfer of the business shall consider each specific case to arrange work or resolve according to the government's policy on streamlining the workforce.

Article 23. Procedure for transferring enterprises

1. Based on the overall restructuring plan for state-owned enterprises that have been approved by the competent authority, the authority deciding to transfer the enterprise shall notify the enterprise and publicly announce on at least one newspaper or online news site for three consecutive issues and on the Ministry's website (for state-owned limited liability companies under the Ministry), the People's Committee of the province (for state-owned limited liability companies under the People's Committee of the province) or the parent company in the economic group, corporation, or company cluster (for subsidiary companies) throughout the period of transferring the enterprise.

2. The Trade Union Executive Board at the grassroots level or the Trade Union Executive Board directly above the grassroots level (for enterprises that have not established a grassroots trade union) together with the General Director of the enterprise shall organize a Workers' Meeting to vote by majority on voluntarily accepting the transfer of the enterprise; appoint representatives to carry out the procedures for receiving the transferred enterprise.

3. The Reform Board at the enterprise shall classify assets, determine and classify debts; prepare financial statements; estimate organizational costs for implementing the transfer of the enterprise. Based on accounting records, results of inventory, classification, and handling of assets, finances, and debts according to the principles set forth in Article 22 of this Decree, the General Director and the Reform Board at the enterprise shall develop a plan to determine the value of the enterprise being transferred to the workforce collective. In cases where the estimated organizational costs for implementing the transfer of the enterprise exceed the remaining state capital value in the enterprise, the enterprise must be dissolved or declared bankrupt.

4. The representative elected by the Workers' Meeting to organize the implementation shall prepare a list along with relevant documents of workers, classify labor; build and approve a plan to accept the transfer of the enterprise including both production and business plans and labor utilization plans as stipulated in Article 46 of the Labor Code; fulfill the conditions for accepting the transfer of the enterprise; commit to using the number of workers who voluntarily accept the transfer of the enterprise.

5. The representative of the workforce collective shall submit the application for accepting the transfer of the enterprise to the Reform and Enterprise Development Board, the application includes:

a) Application for accepting the transfer of the enterprise;

b) Production and business plan;

c) Plan for labor utilization and retraining;

d) Proposed form of the new enterprise organization;

đ) Commitments of the workforce collective within the enterprise.

6. Within five working days from the date of receipt of the request from the Reform and Enterprise Development Board, the head of the authority deciding to transfer the enterprise must review and approve the application for accepting the transfer of the enterprise and issue a decision to transfer the enterprise to the workforce collective; this decision shall be sent to the following agencies: Corporate Finance, Tax, Business Registration, Planning and Investment; Labor, Invalids and Social Affairs, Provincial Statistics Office where the enterprise's main office is located; Steering Committee for Enterprise Reform and Development.

7. Within ten working days from the date of the decision approving the application for accepting the transfer of the enterprise and the decision to transfer the enterprise to the workforce collective, the representative of the workforce collective and the person authorized by the Minister, Chairman of the Provincial People's Committee; General Director or Chairman of the Board of Members of the parent company must organize the signing of the enterprise transfer and acceptance contract. The enterprise transfer and acceptance contract includes the following main contents and shall be announced at the enterprise, on one of the types of newspapers or online news sites for three consecutive issues:

a) Name and address of the enterprise being transferred to the workforce collective;

b) Full name and address of the representative for the workforce collective;

c) Value of the enterprise being transferred, method of transfer and acceptance;

d) Commitments of the workforce collective at the enterprise;

đ) Rights and obligations of the workforce collective receiving the transferred enterprise.

Attached to the contract is a list of assets classified as value, list of the workforce collective receiving the enterprise.

8. The Reform and Enterprise Development Board together with the General Director of the enterprise shall organize the handover of the enterprise according to the approved plan to the workforce collective, witnessed by representatives of the authority deciding to transfer the enterprise and the corporate finance agency.

9. After accepting the transfer, the representative of the workforce collective shall convene a Shareholders' Meeting, Board of Directors, or Member Assembly, depending on the type of joint-stock company, limited liability company, or cooperative chosen by the workforce collective receiving the transfer, and implement business registration in accordance with the law on business registration. The business registration dossier must include a valid copy of the decision to transfer the enterprise, the enterprise transfer and acceptance contract, and the minutes of the enterprise handover to the workforce collective.

10. The representative of the enterprise shall publicly announce on mass media and the enterprise's electronic information page of the Ministry of Planning and Investment (www.business.gov.vn) about the transfer of the enterprise and changes in the legal form of the enterprise within thirty days from the date of issuance of the Enterprise Registration Certificate.

Article 24. Ownership rights for enterprises after transfer

The entire remaining value of assets of the enterprise after being processed according to Article 22 of this Decree belongs collectively to the workers and is divided into shares or capital contributions to be transferred to each worker participating in receiving the transfer.

Each worker receiving the transfer of the enterprise is granted ownership of a portion of the remaining asset value by shares or capital contributions corresponding to the number of years worked in the state sector; entitled to dividends, profits; has the right to inherit but may not transfer the assigned shares or capital contributions within three (3) years after receiving the transfer of the enterprise.

Article 25. Rights and obligations of the party receiving the enterprise transfer

1. Registering the enterprise according to the chosen legal form.

2. Using the transferred assets, organizing production and business operations, distributing income according to the charter of the enterprise's organization and operation.

3. Inheriting legitimate rights and interests of the old enterprise according to the agreement in the enterprise transfer contract; inheriting land lease contracts, electricity and water supply contracts of the old enterprise in accordance with the provisions of the law. The enterprise has the right to choose to inherit the land lease form or convert to the land transfer form according to the provisions of the law on land.

4. Receiving financial support to organize retraining to solve employment for workers from the Enterprise Restructuring Support Fund in accordance with the guidance of the Ministry of Finance.

5. Having the responsibility to fulfill commitments in the enterprise transfer contract and obligations to the State as prescribed by law.

Chapter IV

TRANSFER OF ENTERPRISES

Article 26. Principles for organizing and implementing the transfer of enterprises

1. For cases where the Prime Minister decides to transfer enterprises in their original condition based on recording the increase or decrease in owner's equity according to the book value of the transferring enterprise: The receiving party and the transferring enterprise shall record the increase or decrease in owner's equity according to the book value of the transferring enterprise.

2. For cases where the Prime Minister decides to transfer enterprises in their original condition according to the principle of non-payment and only conducting inventory, evaluation of the actual status of assets, finances, debts of the enterprise, and determining the enterprise's value again: The transferring enterprise shall conduct inventory, evaluation of the actual status of assets, finances, debts of the enterprise, and determine the enterprise's value again according to the principles stipulated in Article 27 of this Decree and proceed to transfer the enterprise to the receiving party.

3. For cases where enterprises are transferred between economic groups, corporations, groups of companies according to the principle of payment transfer and transferring enterprises from ministries, provincial people's committees to economic groups, corporations, groups of companies according to the principle of non-payment transfer: Implement the transfer according to the provisions of Articles 27, 28, 29, 30, and 31 of this Decree.

Article 27. Principles for handling assets, finances, debts, and determining the value of enterprises when transferring enterprises

1. The Reform Board at the business conducts an inventory and determines the quantity and current status of all assets; long-term and short-term investments; leased, borrowed, held, sold, consigned, occupied, rented, and lent assets; reconciles and categorizes different types of debts; prepares lists of creditors and amounts owed, debtors and amounts due, clearly distinguishing between recoverable and non-recoverable debts; classifies assets, processes assets and debts; reports final tax settlement at the time of determining the value of the business.

2. Principle for handling discrepancies in inventory assets:

a) For excess assets if the cause cannot be determined or the owner cannot be found, the enterprise records an increase in the actual value of owner's equity corresponding to the actual value of the excess assets;

b) For missing assets, the cause must be clearly identified, and the responsibility of collectives or individuals must be determined and handled according to current regulations. The value of missing assets, after deducting compensation from organizations or individuals (if any), is recorded as production and business expenses.

3. Principle for handling assets:

a) For assets contributed to joint ventures or received as joint venture contributions; leased assets, financial leases; borrowed or held assets and other assets not belonging to the enterprise, the enterprise and the asset owners agree on continuing the contract or terminating it;

b) For occupied assets, the enterprise identifies the owner to return them or continue maintaining the lease or borrowing contract;

c) For assets belonging to welfare facilities, assets used in production and business operations funded by the Reward Fund, Welfare Fund of the enterprise and the residual balance of these funds, the transferring enterprise continues to manage and use them. Workers who do not continue working at the enterprise from the time the enterprise transfer contract is signed are paid correspondingly from the Reward Fund, Welfare Fund based on the actual number of years worked at the enterprise before the transfer;

d) For unused assets, stagnant assets, assets awaiting liquidation, the Director of the transferring enterprise is responsible for directing the organization of asset liquidation and sale. Asset liquidation and sale are conducted through public auction methods according to current state regulations. Revenue and costs for asset liquidation and sale activities are recorded as income and expenses of the enterprise.

4. Principle for handling debts:

a) For tax debts and other payments to the state budget: The transferring enterprise is responsible for paying taxes and other state budget payments before transferring; in cases where the transferring enterprise has not completed its obligation to pay taxes and other state budget payments, the receiving enterprise transfer party is responsible for inheriting all debts handed over and deducted from the value of owner's equity at the enterprise during payment;

b) For loans from State Commercial Banks, loans from other organizations and individuals, the transferring enterprise is responsible for mobilizing legal sources of capital to repay maturing debts before transferring the enterprise; in cases where the transferring enterprise has not fully repaid maturing debts, the receiving enterprise transfer party is responsible for inheriting all debts handed over and deducted from the value of owner's equity at the enterprise during payment;

c) For overdue foreign loans (with or without guarantees), they shall be handled in accordance with the laws on managing foreign borrowing and repayment.

d) For social insurance debts and employee debts, the enterprise shall be responsible for settling these debts before transferring the enterprise, and such debts shall be deducted from the enterprise's equity value to settle them.

đ) The transferee of the enterprise shall be responsible for succeeding all receivables and payables of the enterprise after they have been processed.

5. The remaining asset value, after deducting necessary expenses for the transfer of the enterprise, shall be fully transferred to the transferee enterprise owner.

6. Principles for determining the value of the transferred enterprise:

a) The determination of the enterprise's transfer value according to the asset method prescribed in the Decree on transferring 100% state-owned enterprises to joint-stock companies;

b) The value of the transferred enterprise is the total current asset value of the enterprise at the time of transfer, taking into account the profitability of the enterprise that both the transferor and transferee accept.

The Ministry of Finance shall provide detailed guidance on handling assets, finances, debts, and determining the enterprise's value when transferring the enterprise.

Article 28. Principles for Handling and Policies for Employees and Leaders of the Enterprise

1. The enterprise transferor shall prepare a list of all current employees, a list of employees continuing to work at the enterprise after the transfer, a list of employees sent for retraining to continue working at the enterprise after the transfer, a list of retired employees, and a list of employees whose labor contracts will be terminated.

2. For employees continuing to work at the enterprise after the transfer:

a) The transferring enterprise shall be responsible for calculating and paying severance benefits for the period during which the employee worked at the enterprise prior to signing the enterprise transfer record;

b) A new labor contract shall be concluded when continuing to work at the enterprise after the transfer.

3. Employees eligible for retirement benefits shall be implemented in accordance with the laws on social insurance and other rights under the laws on labor.

4. Employees whose labor contracts are terminated shall be entitled to unemployment and termination benefits as stipulated by the laws on labor or policies for surplus employees when restructuring a limited liability company wholly owned by the State.

5. The Chairman and members of the Board of Members or the Chairman of the company, the Inspector, the General Director (Director), the Chief Accountant, and those appointed to represent the state capital in another enterprise shall be considered individually by the Ministry or the Provincial People's Committee or the Board of Members of the transferring parent company or the Board of Members of the receiving parent company for job placement. In cases where employment cannot be arranged or if they wish to terminate their positions, they shall be handled in accordance with the Civil Servants Law for leadership and management positions in a limited liability company wholly owned by the State and those appointed to represent state capital in an enterprise with state participation.

Article 29. Procedures and formalities for transferring enterprises

1. Based on the overall restructuring plan for state-owned enterprises with 100% state capital that has been approved by the Prime Minister or the decision of the Prime Minister regarding the transfer of enterprises, the Ministry, the People's Committee of the province, or the parent company with enterprises subject to transfer shall notify such enterprises to prepare for the transfer of the enterprise.

2. The Board of Members or the Chairman of the company subject to transfer shall instruct the Enterprise Reform Board at the enterprise to prepare all necessary files, legal documents, unfulfilled contracts, certificates of ownership and usage rights to assets and land of the enterprise; conduct an inventory and verification of assets, debts, creditor lists, and debtor lists of the enterprise, amounts owed by creditors, and liabilities; determine the current status, quality, and technical characteristics of the assets according to Clause 1, Article 27 of this Decree; prepare financial reports; estimate the costs of organizing the transfer of the enterprise and report to the enterprise owner.

Based on accounting records, the results of asset inventory, classification, treatment of assets, finances, and debts according to the principles for handling assets, finances, and debts set forth in Article 27 of this Decree, the General Director or Director and the Enterprise Reform Board at the enterprise shall develop plans to determine the value of the transferred enterprise; plans for transferring the enterprise, financial treatment, labor management, and assess the impact of the transfer on the financial situation and business results after the transfer of the enterprise for review by the Enterprise Reform and Development Board.

In cases where the anticipated legitimate sources of funds raised by the enterprise and the portion drawn from the Enterprise Restructuring Support Fund at the parent company of the transferring enterprise are insufficient to cover the costs of implementing the transfer, financial treatment, and labor management, then the enterprise must be transferred through sale or dissolution, bankruptcy.

3. The receiving party shall instruct the Enterprise Reception Steering Committee to develop a plan for receiving the enterprise, including plans for receiving, financial treatment, labor management, assessing the impact of the transfer on the financial situation and business results of the receiving party, and supervising the transfer-receiving process, which shall be reported to the Enterprise Reform and Development Board of the receiving party for approval by the Chairman of the Board of Members of the parent company.

4. The Enterprise Reform and Development Board of the transferring party and the receiving party shall agree on the method of transferring the enterprise, conditions, and commitments for transferring and receiving the enterprise, and debt repayment commitments:

a) The transferring party and the receiving party shall agree on the method of transferring the enterprise; the method of transferring and handling debts, and notify in writing the creditors, debtors, and related parties.

b) The transferring party and the receiving party shall agree on the method of receiving and handling finances and labor:

- The transferring enterprise shall be responsible for handling finances and labor before the transfer of the enterprise.

The source for handling finances and labor for enterprises transferred under the Ministry or the provincial People's Committee shall be taken from the Enterprise Restructuring and Development Support Fund according to the guidelines of the Ministry of Finance.

The source for handling finances and labor for enterprises transferred under economic groups, state corporations, or corporate groups shall be taken from the Enterprise Restructuring Support Fund at the parent company of the transferring enterprise.

- If the transferring enterprise does not handle finances and labor before the transfer of the enterprise, it shall transfer the remaining issues concerning finances and labor, along with the funding source for handling these issues, to the receiving enterprise to handle after receiving the enterprise.

c) The transferring party and the receiving party shall agree on the plan for receiving the enterprise value:

- For the transfer of enterprises from the Ministry or the provincial People's Committee to state economic groups, state corporations, or corporate groups: The receiving party shall increase the owners' equity corresponding to the determined enterprise value and transferred.

- For the transfer of enterprises between state economic groups, state corporations, or corporate groups: The receiving party shall be responsible for paying the owners' equity value at the enterprise to the transferring party.

The Ministry of Finance shall provide detailed guidance on the provisions of this Clause.

5. Organize the signing of the Enterprise Transfer Agreement between the transferring party and the receiving party. The Enterprise Transfer Agreement includes the following main contents and is announced at the enterprise and in one of the types of newspapers or online newspapers for three consecutive issues:

a) Name and address of the transferring enterprise;

b) Name and address of the representative of the transferring party;

c) Name and address of the representative of the receiving party;

d) Value of the transferring enterprise and the method of transfer;

đ) Commitments of the transferring party and the receiving enterprise;

e) Rights and obligations of the receiving enterprise.

Attached to the Agreement is a list of transferred assets valued.

The Enterprise Transfer Agreement shall be sent to the following agencies: Corporate Finance, Tax, Business Registration, Planning and Investment; Labor, War Invalids and Social Affairs, Statistics of the province or centrally-administered city where the transferring enterprise is headquartered.

6. The Enterprise Reform and Development Board together with the General Director or Director of the transferring enterprise shall organize the transfer of the enterprise according to the agreed plan for the receiving party, witnessed by representatives of the agency deciding on the enterprise transfer and the corporate finance agency where the transferring enterprise is headquartered.

7. After receiving the transfer, the transferring enterprise shall register changes in name, owner, or owner's representative at the business registration agency. The enterprise registration change application must include the enterprise transfer decision and the enterprise transfer record.

8. The representative of the enterprise shall publicly announce on mass media in accordance with the provisions of the law and on the Ministry of Planning and Investment's Enterprise Information Website (www.business.gov.vn) regarding the transfer of the enterprise, any change in name (if applicable), and the new owner within a period not exceeding thirty (30) days from the date of issuance of the Enterprise Registration Certificate.

Article 30. Rights and Obligations of the Transferor of the Enterprise

1. Implement the transfer of the enterprise to the transferee according to the approved plan.

2. Fulfill all rights, responsibilities, and obligations under the Enterprise Transfer Contract, including the transfer of legal rights and responsibilities related to economic contracts, the responsibility for debt recovery and repayment, and other obligations to the State as prescribed by law, and any other responsibilities (if applicable).

Article 31. Rights and Obligations of the Transferee of the Enterprise

1. Inherit all rights, responsibilities, and obligations of the owner towards the transferred enterprise as stipulated by the law on enterprises.

2. Fulfill all rights, responsibilities, and obligations under the Enterprise Transfer Contract, including legal rights and responsibilities related to economic contracts, the responsibility for debt recovery and repayment, and other obligations to the State as prescribed by law, and any other responsibilities (if applicable).

Chapter V

POLICY FOR ENTERPRISES AND

 BUYERS, RECEIVERS, TRANSFERORS

Article 32. Policy for Enterprises Selling, Transferring, or Receiving Transfers

1. An enterprise transferring to a group of employees; an enterprise selling to a group, individual, or legal entity shall enjoy policies prescribed for enterprises under the Government Decree on converting state-owned enterprises with 100% state capital into joint-stock companies.

2. An enterprise transferring shall be exempted from fees for issuing an Enterprise Registration Certificate (amended and supplemented); continue to implement lawful rights and interests regarding land use as prescribed by the law on land.

Article 33. Policy for Immediate Cash Buyers

If the buyer of the enterprise or part of the enterprise pays the full amount immediately after purchase, they shall receive a maximum discount of five percent (5%) of the sale price excluding the value of land use rights but not exceeding the current net asset value at the enterprise or part of the enterprise.

Article 34. Policy for Employee Groups Buying the Enterprise

In cases where the employee group in the enterprise wins the auction or is the sole bidder registered to buy, they shall receive a fifteen percent (15%) discount on the sale price excluding the value of land use rights but not exceeding the current net asset value at the enterprise or part of the enterprise.

Chapter VI

ORGANIZATION OF IMPLEMENTATION OF THE SALE, TRANSFER, AND ASSIGNMENT OF ENTERPRISES

Article 35. Authority to Decide on the Sale, Transfer, and Assignment of Enterprises

Based on the overall restructuring plan for state-owned enterprises with 100% state capital that has been approved by the Prime Minister and the conditions specified in Clause 2 of this Decree.

1. The Prime Minister decides on the transfer of enterprises in cases where the overall restructuring plan for state-owned enterprises with 100% state capital does not specify the transferring enterprise; sell or transfer enterprises as provided for in Clause 2 of Article 7 of Decree No. 99/2012/NĐ-CP.

2. Ministers, Heads of Ministries equivalent to ministries, Heads of government agencies, Chairmen of provincial People's Committees:

a) Decide on the sale, transfer, or assignment of enterprises established by themselves; approve the policy of selling dependent units of enterprises established by themselves which have not yet transferred ownership representation rights to the State Capital Investment Corporation if the remaining asset value of such units exceeds fifty percent (50%) of the company's charter capital or another ratio lower than that prescribed in the company's articles of association;

b) Approve the policy of selling, transferring, or assigning subsidiary companies and selling dependent units of parent companies in economic groups and corporations as provided for in Clause 2 of Article 7 of Decree No. 99/2012/NĐ-CP if the remaining asset value of such units exceeds fifty percent (50%) of the company's charter capital or another ratio lower than that prescribed in the company's articles of association.

3. The Board of Directors, Chairman of the company decide on the sale, transfer, or assignment of subsidiary companies and selling dependent units of parent companies after being approved by the competent authority; approve the policy of selling dependent units of subsidiary companies if the remaining asset value of such units exceeds fifty percent (50%) of the company's charter capital or another ratio lower than that prescribed in the company's articles of association.

4. The Board of Directors, Chairman of the company delegate and authorize the General Director to approve the policy of selling dependent units of subsidiary companies if the remaining asset value of such units does not exceed fifty percent (50%) of the company's charter capital or another ratio lower than that prescribed in the company's articles of association.

In cases where enterprises subject to shareholding reform cannot proceed with shareholding reform, the competent authority deciding on the sale, transfer, or assignment as prescribed in this Article shall decide on the sale of the enterprise and report to the Steering Committee for Enterprise Reform and Development, the Ministry of Planning and Investment, and the Ministry of Finance.

Article 36. Responsibility for organizing the sale, transfer, or assignment of enterprises

1. The Enterprise Reform and Development Board shall be the agency assisting the Minister, the Chairman of the Provincial People's Committee, or the Board of Directors of the parent company.

Depending on the nature of the industry, the form of transfer, sale, or assignment of the enterprise, and the financial status of the enterprise, the Enterprise Reform and Development Board may invite additional representatives from banks, enterprises, employees within the enterprise, and related agencies to participate.

2. The Minister, the Chairman of the Provincial People's Committee, or the Board of Directors of the parent company shall decide to establish the Enterprise Reform Board at the enterprise and the Receiving Transfer Enterprise Steering Committee to carry out the tasks stipulated in this Decree.

The composition of the Enterprise Reform Board at the enterprise includes: the General Director (Director) or Deputy General Director (Deputy Director) as the Head; the Chief Accountant as a permanent member; heads of departments such as Planning, Production and Business, Organization and Personnel as members, and inviting the Secretary of the Party Committee (or branch), the Chairman of the Grassroots Trade Union or a representative of the Directly Superior Trade Union Committee where a grassroots trade union has not been established to participate as members.

The composition of the Receiving Transfer Enterprise Steering Committee includes: the General Director or Deputy General Director of the parent company as the Head; the Chief Accountant as a permanent member; heads of departments such as Planning, Production and Business, Organization and Personnel as members.

3. In cases where the enterprise does not implement the approved sale, transfer, or assignment plan according to the provisions of this Decree, the Chairman of the Company, the Director must bear disciplinary actions, and the Head of the authority deciding to sell or transfer the enterprise, the Minister, the Chairman of the Provincial People's Committee, the Chairman of the Board of Directors of the transferring parent company, and the Chairman of the Board of Directors of the receiving parent company shall jointly bear responsibility according to current regulations.

Article 37. Tasks of the Enterprise Reform and Development Board in organizing the sale, transfer, or assignment of enterprises

1. In the case of selling an enterprise:

a) Develop the enterprise sale plan; notify all employees in the enterprise and through mass media as specified in Article 9 of this Decree regarding the sale of the enterprise;

b) Direct and supervise the Enterprise Reform Board at the enterprise in carrying out the tasks stipulated in Article 18 of this Decree;

c) Supervise the advisory organization in determining the value of the enterprise and setting the initial price for reporting to the decision-making body for approval;

d) Supervise the organization and implementation of auctioning; organize direct sales and recommend the sale price (in the case of direct sales); recommend the enterprise seller to approve the auction results;

đ) Draft the enterprise sale contract and report to the Minister, the Chairman of the Provincial People's Committee, and the Board of Directors of the parent company for decision;

e) Guide, inspect, and supervise the Enterprise Reform Board at the enterprise in recovering the enterprise's assets, returning leased, borrowed, or held-in-trust assets; recover debts and settle the enterprise's liabilities; hand over assets, books, and related documents to the buyer according to the terms of the enterprise purchase contract;

g) Urging payment and ensuring timely payment; manage mortgage files and handle foreclosure procedures when the buyer breaches payment commitments;

h) Handle issues arising from the sale of the enterprise within their authority.

2. In the case of transferring an enterprise:

a) Develop the enterprise transfer plan; notify all employees in the enterprise and through mass media about the transfer of the enterprise;

b) Appraise the enterprise's value, determine the asset condition, quality, and technical characteristics; check the reconciliation of receivables and payables, creditor lists, and debtor lists; build a plan to address organizational and labor issues of the enterprise;

c) Draft the enterprise transfer contract and report to the Minister, the Chairman of the Provincial People's Committee, and the Board of Directors of the parent company;

d) Guide, inspect, and supervise the Enterprise Reform Board at the enterprise in recovering the enterprise's assets, returning leased, borrowed, or held-in-trust assets; recover debts and settle the enterprise's liabilities; hand over assets, books, and related documents to the transferee according to the terms of the enterprise transfer contract;

đ) Handle issues arising from the transfer of the enterprise within their authority.

3. In the case of assigning an enterprise:

a) The Enterprise Reform and Development Board of the transferring enterprise shall direct and supervise the Enterprise Reform Board at the enterprise in performing the tasks stipulated in Clause 2, Article 29 of this Decree; appraise and submit the assignment plan for approval by the Ministry, the Provincial People's Committee, or the Board of Directors of the parent company; guide, inspect, and supervise the Enterprise Reform Board at the enterprise in recovering the enterprise's assets, returning leased, borrowed, or held-in-trust assets; recover debts and settle the enterprise's liabilities; hand over assets, books, and related documents to the assignee according to the terms of the enterprise assignment contract;

b) The Enterprise Reform and Development Board of the receiving enterprise shall direct and supervise the Receiving Assignment Enterprise Steering Committee in building the assignment reception plan, including an analysis and evaluation of the impact of the assignment on the financial situation and business results after receiving the enterprise; appraise and submit the reception plan for approval by the Board of Directors of the parent company;

c) Draft the enterprise assignment contract and report to the Minister, the Chairman of the Provincial People's Committee, and the Board of Directors of the parent company;

d) Handle issues arising from the assignment of the enterprise within their authority.

Article 38. Responsibilities of the Enterprise Reform and Development Board

The Enterprise Reform and Development Board shall be responsible for the content and results of the assigned work before the decision-maker selling, transferring, or assigning enterprises and before the law.

Article 39. Approval Authority for Sale, Transfer, and Assignment Plans of Enterprises

Based on the proposal of the Enterprise Reform and Development Board, the Minister, the Chairman of the People's Committee at the provincial level, or the Members' Council of the parent company decides to approve the sale plan and the sale price of the enterprise; approves the transfer and assignment plans and the acceptance of the transfer of enterprises.

Article 40. Authority to Sign Contracts for Selling, Transferring, and Assigning Enterprises

1. The Minister or the person authorized by the Minister signs contracts for selling, transferring, and accepting the transfer of enterprises.

2. The Chairman of the People's Committee at the provincial level or the person authorized by the Chairman of the People's Committee at the provincial level signs contracts for selling, transferring, and accepting the transfer of enterprises.

3. The General Director of the parent company signs contracts for selling and transferring subsidiary companies.

4. The Chairman of the Members' Council of the parent company signs contracts for transferring and accepting the transfer of enterprises.

Article 41. Responsibilities for Organizing and Monitoring the Implementation of Contracts for Selling, Transferring, and Assigning Enterprises

The person signing the contract for selling, transferring, or assigning enterprises shall be responsible for:

1. Organizing the implementation of the contract for selling, transferring, or assigning enterprises.

2. Organizing monitoring, supervision, inspection of the contract implementation, and handling arising issues.

3. Any difficulties encountered during the implementation of the contract for selling, transferring, or assigning enterprises shall be resolved by both parties signing the contract; if disputes remain unresolved, they shall initiate legal proceedings with the People's Court according to the law.

Article 42. Handling Cases Where There Is No Applicant for Purchasing or Accepting the Transfer of Enterprises

For enterprises without applicants purchasing or accepting the transfer of enterprises as stipulated in this Decree, the competent authority shall proceed with the dissolution procedures of such enterprises; in cases where the enterprise loses its ability to pay, the General Director (Director) of the enterprise must submit a request to the People's Court to open bankruptcy resolution procedures according to the law.

Article 43. Complaints, Accusations, and Violation Handling

Complaints, accusations, and violation handling related to the process of selling, transferring, or assigning enterprises shall be carried out according to the provisions of this Decree and according to the current laws on complaints and accusations.

Chapter VII

IMPLEMENTING PROVISIONS

Article 44. Effective date of implementation

1. This Decree takes effect from March 1, 2015.

2. Abolish Decree No. 109/2008/NĐ-CP dated October 10, 2008 of the Government on selling and transferring state-owned enterprises with 100% state capital.

3. For enterprises currently implementing sales and transfers under Decree No. 109/2008/NĐ-CP dated October 10, 2008 of the Government on selling and transferring state-owned enterprises with 100% state capital and those currently implementing transfers, they must comply with the provisions of this Decree.

4. The sale of parent companies within economic groups, state-owned corporations, and corporate groups shall apply the contents prescribed in this Decree.

Article 45. Responsibilities for Enforcement and Implementation

1. The Ministries of Planning and Investment, Finance, Labor - Invalids and Social Affairs, Natural Resources and Environment, State Bank of Vietnam shall be responsible for guiding the implementation of this Decree.

The Ministry of Planning and Investment shall be responsible for monitoring the enforcement of this Decree.

2. Ministers, Heads of ministerial-level agencies, Heads of government-affiliated agencies, Chairmen of Provincial People's Committees, Members' Councils of parent companies in economic groups, state-owned corporations, and corporate groups shall be responsible for enforcing this Decree./