Decree No. 153/2004/ND-CP On the organization and management of state-owned holding corporations and the transformation of state-owned holding corporations and independent state-owned companies into a parent company - subsidiary model

DECREE OF THE GOVERNMENT

Regarding the organization, management of state-owned holding corporations, and the transformation of state-owned holding corporations and independent state-owned companies

This Decree provides detailed guidance on the implementation of the Law on State-Owned Enterprises, including the following contents:

Pursuant to the holding company-subsidiary model

THE GOVERNMENT

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

Pursuant to the State-Owned Enterprise Law No. 14/2003/QH11 dated November 26, 2003;

Pursuant to the Enterprise Law No. 13/1999/QH10 dated June 12, 1999;

At the proposal of the Minister of Planning and Investment,

PART I
GENERAL PROVISIONS

Article 1. Scope of application

This Decree provides detailed guidance on the implementation of the Law on State-Owned Enterprises, including the following contents:

1. Provisions on the organization and management of Holding Corporations established by the State's decision to invest and establish, and Holding Corporations established by companies investing and establishing themselves (Holding Corporations under the parent company-subcompany model).

2. Provisions on the transformation according to the parent company-subcompany model for:

a) Holding Corporations established by the State's decision to invest and establish.

These state-owned corporations and enterprises mentioned above are referred to collectively as enterprises.

c) Independent state-owned companies.

Article 2. Applicability

1. Công ty trách nhiệm hữu hạn một thành viên do Nhà nước làm chủ sở hữu.

1. State-owned Holding Corporations established under the Law on State-Owned Enterprises in 1995 and new Holding Corporations established by the State's decision to invest and establish under the Law on State-Owned Enterprises in 2003.

2. Holding Corporations established by companies investing and establishing themselves.

3. Large independent state-owned companies and large independent member companies of state-owned Holding Corporations undergoing transformation and operating under the parent company-subcompany model.

Article 3. State management and state ownership management over state-owned Holding Corporations

State-owned Holding Corporations are subject to state management by state agencies at all levels as prescribed by law and management by the representative of the state owner as assigned and delegated by the Government. The Board of Directors directly represents the state owner at the Holding Corporation.

PART II
HOLDING CORPORATION ESTABLISHED BY THE STATE'S DECISION TO INVEST AND ESTABLISH
INVESTMENT AND ESTABLISHMENT

Article 4. Holding Corporation established by the State's decision to invest and establish

1. A Holding Corporation established by the State's decision to invest and establish is a form of association and consolidation of independent accounting member companies and other member units as prescribed by law, having economic, technological, market, and other business service interests tied together, operating in one or several main economic-technical sectors, aiming to strengthen capital accumulation, concentration, and specialization in business operations of member units and the entire Holding Corporation.

2. The Holding Corporation has legal personality, a specific name, a seal, a management and operation system, a headquarters within the country; it enjoys rights and obligations of state-owned enterprises as stipulated by the Law on State-Owned Enterprises, operates according to the Charter of the Holding Corporation and relevant laws.

3. A Holding Corporation established by the State's decision to invest and establish includes Holding Corporations reorganized from those established under the Law on State-Owned Enterprises in 1995 and newly established Holding Corporations under the Law on State-Owned Enterprises in 2003. The reorganization or establishment of new Holding Corporations shall be carried out in accordance with the Government's regulations on the establishment, reorganization, and dissolution of state-owned enterprises.

Article 5. Conditions for organizing a Holding Corporation established by the State's decision to invest and establish

Conditions for organizing a Holding Corporation established by the State's decision to invest and establish as prescribed in Article 48 of the Law on State-Owned Enterprises and criteria and classification lists of state-owned enterprises and independent accounting member companies of state-owned Holding Corporations issued by the Prime Minister.

Article 6. Member units of the Holding Corporation

1. A Holding Corporation established by the State's decision to invest and establish has member units invested entirely with charter capital by the Holding Corporation, and member units held with controlling shares or contributions by the Holding Corporation.

2. Units invested entirely with charter capital by the Holding Corporation include:

a) Independent accounting member companies operating under the Law on State-Owned Enterprises, this Decree, and the Holding Corporation Charter.

b) Dependent accounting member units and public service units operating under the分级翻译如下：

c) State-owned limited liability companies with one member organized and operated in accordance with the Enterprise Law.

d) Enterprises invested entirely with charter capital by the Holding Corporation and established abroad, organized and operated in accordance with the laws of the host country.

đ) Depending on scale and business needs, the Holding Corporation may have financial companies organized and operated in accordance with laws on financial organizations and credit, the Holding Corporation Charter, and related laws.

3. Member units held with controlling shares or contributions by the Holding Corporation include:

a) Joint-stock companies with controlling shares of the Holding Corporation operating under the Enterprise Law.

b) Limited liability companies with two or more members having controlling contributions of the Holding Corporation operating under the Enterprise Law.

c) Joint ventures where the Holding Corporation holds controlling rights, operating under the Law on Foreign Investment in Vietnam.

d) Enterprises held with controlling shares or contributions by the Holding Corporation and established abroad, organized and operated in accordance with the laws of the host country.

In addition to member units, the Holding Corporation may contribute non-controlling capital to limited liability companies with two or more members, joint-stock companies, foreign joint ventures, and overseas companies.

Article 7. Capital, assets, and finance of the Holding Corporation

1. Capital, assets, and finance of the Holding Corporation:

a) The capital of the Holding Corporation includes capital invested by the State in the Holding Corporation, capital self-raised by the Holding Corporation, and other types of capital as prescribed by law.

b) The registered capital of the Holding Corporation is the amount of State capital invested and recorded in the Holding Corporation Charter, including: initial State investment capital, supplementary investment capital, and accumulated capital centrally accounted for at the Holding Corporation; State capital in independent accounting member companies; State capital invested by the Holding Corporation and directly invested by the State in joint-stock companies, limited liability companies, joint ventures, overseas companies, and managed by the Holding Corporation. When there is an increase or decrease in registered capital, the Holding Corporation must adjust promptly in the consolidated asset statement and register additional registered capital.

c) The assets of the Holding Corporation include: fixed assets and current assets formed from the registered capital of the Holding Corporation, borrowed capital, and other legitimate sources of capital managed and used by the Holding Corporation.

d) The value of land use rights is included in the capital of the Holding Corporation in accordance with the provisions of the law.

đ) State budget capital may only be invested through the Corporation. Based on business needs and effectiveness, the Corporation has the right to decide on investment, adjust investment capital, or decide not to invest in member units and other enterprises.

e) The Corporation's profits include: profits from business operations, profits from financial investment activities, and profits from other activities of the Corporation.

g) The Corporation's funds include: financial reserve fund, development investment fund, reward fund, welfare fund, and other funds as prescribed by law.

2. Specific regulations regarding the Corporation's capital, assets, and finances shall be implemented according to the financial charter of state-owned companies and the management of state capital invested in other enterprises issued by the Government.

Article 8. Corporate Management Structure

1. The Corporation's management structure includes: Board of Directors, Supervisory Board, General Director, Deputy General Directors, Chief Accountant, and supporting staff.

2. Independent accounting member companies have a management structure including: Manager, Deputy Managers, Chief Accountant, and supporting staff. The functions, duties, powers, and standards for Managers, Deputy Managers, Chief Accountants, and supporting staff are stipulated in Section I Chapter IV of the Law on State-Owned Enterprises and this Decree.

3. Management structures of affiliated units and dependent accounting units of the Corporation shall be based on regulations approved by the Corporation's Board of Directors.

4. Financial companies shall have a management structure in accordance with relevant laws on financial companies and Articles of Association approved by the Corporation's Board of Directors.

5. Member units that are single-member limited liability companies, limited liability companies with two or more members, joint-stock companies, and joint ventures with controlling shares or contributions from the Corporation shall have a management structure in accordance with the laws governing such types of member units.

Article 9. Board of Directors of the Corporation

1. The Board of Directors has functions as prescribed in Article 29 of the Law on State-Owned Enterprises; represents the ownership interests of member units that are single-member limited liability companies and independent accounting member companies; and represents the Corporation's shareholding interest in other enterprises.

2. The Board of Directors uses the Corporation's office, specialized and operational departments, and a permanent staff unit with no more than five personnel to advise and assist itself. The permanent staff unit carries out tasks assigned by the Chairman of the Board of Directors of the Corporation.

3. The specific duties and powers of the Board of Directors are as follows:

a) Implementing the duties and powers stipulated in Clause 1, Points b, c, d, e, g Clause 2, Clauses 3, 4, and 5 of Article 30 of the Law on State-Owned Enterprises.

b) Deciding on the Corporation's and its member companies' long-term strategies, annual business plans, industries of operation, and cooperation business models among member companies wholly owned by the Corporation or having controlling shares or contributions; deciding on the establishment of member companies with full equity ownership by the Corporation and purchasing shares or contributing capital to other enterprises without exceeding the investment capital limit within the Board of Directors' decision-making authority as stipulated in Point b Clause 2, Article 30 of the Law on State-Owned Enterprises and related laws; deciding on restructuring, dissolution, and ownership conversion of independent accounting member companies and single-member limited liability companies fully owned by the Corporation with capital levels not exceeding the limits set for the Board of Directors in establishing enterprises under the law; deciding on accepting enterprises voluntarily joining as member companies of the Corporation in accordance with the law.

c) Deciding on the use of the Corporation's capital to establish member companies with full equity ownership by the Corporation and purchasing shares or contributing capital to other enterprises without exceeding the investment capital limit within the Board of Directors' decision-making authority as stipulated in Point b Clause 2, Article 30 of the Law on State-Owned Enterprises and related laws; deciding on restructuring, dissolution, and ownership conversion of independent accounting member companies and single-member limited liability companies fully owned by the Corporation with capital levels not exceeding the limits set for the Board of Directors in establishing enterprises under the law; deciding on accepting enterprises voluntarily joining as member companies of the Corporation in accordance with the law.

d) Deciding on adjustments to the registered capital of single-member limited liability companies by increasing or decreasing the Corporation's capital in these companies; transferring part or all of the registered capital of single-member limited liability companies to other organizations or individuals in accordance with Article 48 of the Law on Enterprises.

đ) Deciding on the management structure of independent accounting member companies and financial companies (if applicable). Deciding on the organizational model of single-member limited liability companies with a Board of Directors or a Company Chairman, the number and composition of Board of Directors members; deciding on the appointment, dismissal, removal, and salary level for Board of Directors members and Company Chairmen of single-member limited liability companies.

e) Deciding on appointing representatives of the Corporation's shareholding interest in other enterprises at the proposal of the General Director. The Board of Directors does not exercise the rights and obligations of the owner towards the shareholding interest of member companies in other companies.

Approving the Articles of Association of independent accounting member companies and single-member limited liability companies; approving the operational regulations of dependent accounting units and public service units; reviewing draft Articles of Association of financial companies (if applicable) for approval by the Governor of the State Bank.

Approving the annual financial reports of the Corporation, independent accounting member companies, single-member limited liability companies under the Corporation, and consolidated financial reports of the entire Corporation; approving profit utilization plans after tax of independent accounting member companies and single-member limited liability companies.

i) Examine and supervise the Chairman and members of the Board of Directors or the Chairman and General Director (Director) of a state-owned joint stock company with one member, the Directors of independent accounting units, dependent accounting units, public service units, financial companies (if any), and the representatives of the State Capital Corporation's share capital in other enterprises in performing their functions and tasks as prescribed by the Law on State-Owned Enterprises and this Decree.

k) Perform duties and powers as stipulated in the Charter of the State Capital Corporation and relevant laws.

4. The Chairman of the Board of Directors has rights and responsibilities as provided for in Article 33 of the Law on State-Owned Enterprises. The Chairman and members of the Board of Directors have obligations and responsibilities as provided for in Article 43 of the Law on State-Owned Enterprises; they may participate in managing other companies when meeting the conditions specified in Article 36 of the Law on State-Owned Enterprises.

5. The working regime of the Board of Directors is regulated as provided for in Article 34 of the Law on State-Owned Enterprises.

6. Standards, composition, appointment, removal, and replacement of Board of Directors members shall be carried out according to the provisions of Articles 31 and 32 of the Law on State-Owned Enterprises and relevant laws. The appointment and removal procedures for the Chairman and members of the Board of Directors shall be implemented according to the Prime Minister’s decision.

7. The salary and bonus system of the Board of Directors shall be implemented according to the provisions of Article 35 of the Law on State-Owned Enterprises, government regulations, and other legal provisions regarding the wage system, bonuses, and responsibility system for Board of Directors members, Supervisory Board members, General Directors, and Directors of state-owned companies; legal provisions regarding the wage system and labor management, wages, and income in state-owned companies, and related legal provisions.

Article 10. Supervisory Board of the State Capital Corporation

1. The Board of Directors establishes a Supervisory Board consisting of three to five members. The Board of Directors decides to appoint one member of the Board of Directors as the Head of the Supervisory Board. The Chairman of the Board of Directors, General Director, and Deputy General Director cannot concurrently hold the position of Head of the Supervisory Board. Other members of the Supervisory Board are selected, appointed, and removed by the Board of Directors, including one member nominated by the Trade Union of the State Capital Corporation.

Members of the Supervisory Board must meet the standards prescribed in Clause 4, Article 37 of the Law on State-Owned Enterprises.

2. The term of office of Supervisory Board members follows the term of the Board of Directors. Supervisory Board members receive salaries and bonuses decided by the Board of Directors according to legal provisions on the wage and bonus system and the Law on State-Owned Enterprises.

3. The Supervisory Board operates under a charter approved by the Board of Directors, with the following duties, powers, and responsibilities:

a) Examine and supervise the legality, accuracy, and honesty in management and operation, in accounting records, financial reports, and compliance with the Charter of the State Capital Corporation, resolutions, decisions of the Board of Directors, and decisions of the Chairman of the Board of Directors concerning wholly-owned subsidiaries.

b) Carry out tasks assigned by the Board of Directors, report to the Board of Directors monthly, quarterly, annually, and ad hoc on the results of their examination and supervision; promptly identify and report to the Board of Directors on any abnormal activities that violate corporate governance regulations or show signs of legal violations.

c) Shall not disclose the results of examination and supervision without permission from the Board of Directors; bear responsibility before the Board of Directors and the law for intentional neglect or cover-up of violations.

d) Bear responsibility before the Board of Directors and the law for all activities of the Supervisory Board.

Article 11. General Director, Deputy General Director, Chief Accountant, and Supporting Staff

1. The General Director is the legal representative who manages the daily operations of the State Capital Corporation according to objectives and plans, consistent with the Charter of the State Capital Corporation and resolutions and decisions of the Board of Directors; bears responsibility before the Board of Directors and the law for the implementation of assigned rights and duties.

The General Director has duties and powers as stipulated in Article 41 of the Law on State-Owned Enterprises and the following duties and powers over subsidiaries:

a) Develop business cooperation plans between subsidiaries for approval by the Board of Directors; organize the implementation of overall business cooperation plans and investment plans among subsidiaries.

b) Inspect subsidiaries' compliance with internal norms, standards, and unit prices set within the State Capital Corporation.

c) Decide on the selection, signing of contracts, termination of contracts, or appointment, removal, commendation, disciplinary action, determination of salary levels, and allowances for: Directors and Chief Accountants of independent accounting subsidiaries, public service units of the State Capital Corporation, subject to approval by the Board of Directors; Deputy Directors of independent accounting subsidiaries, public service units of the State Capital Corporation based on proposals from the Directors of these units.

d) Propose to the Board of Directors to decide on appointing representatives of the State Capital Corporation's share capital in other enterprises.

2. Deputy General Directors are proposed by the General Director for appointment, removal, dismissal, signing of contracts, termination of contracts, commendation, disciplinary action, and determination of salary levels by the Board of Directors. Deputy General Directors assist the General Director in managing the State Capital Corporation according to their assignments and delegations from the General Director; bear responsibility before the General Director and the law for assigned or delegated tasks.

3. The Chief Accountant of the State Capital Corporation is proposed by the General Director for appointment, removal, dismissal, signing of contracts, termination of contracts, commendation, disciplinary action, and determination of salary levels by the Board of Directors. The Chief Accountant is responsible for organizing the accounting work of the State Capital Corporation; assists the General Director in financial oversight at the State Capital Corporation according to financial and accounting laws; bears responsibility before the General Director and the law for assigned or delegated tasks.

4. Standards for the General Director; the selection, appointment, removal, contract signing, and termination of contracts with the General Director, Deputy General Director, and Chief Accountant; obligations and responsibilities of the General Director; relationships between the Board of Directors and the General Director in managing and operating the Corporation shall be implemented according to Articles 24, 40, 42, and 43 of the State Enterprise Law.

5. The Office and specialized departments have the function of advising and assisting the Board of Directors and the General Director in management and operation.

6. The salary and bonus system for the General Director, Deputy General Director, and Chief Accountant shall be implemented according to Clause 11 of Article 41 of the State Enterprise Law; regulations of the Government on the salary and bonus system and responsibility regime for members of the Board of Directors, Supervisory Board, General Director, and State Company Directors; laws on the salary system, labor management, salaries, and income in state companies, and related legal provisions. The settlement of salary and bonus payments for the General Director, Deputy General Director, and Chief Accountant shall be carried out according to Clause 10 of Article 26 of the State Enterprise Law and related legal provisions.

The responsibility regime linked to salary and bonuses for the General Director shall be implemented according to Clauses 3 and 5 of Article 43 of the State Enterprise Law.

Article 12. Member companies with independent accounting and the relationship between the Corporation and member companies with independent accounting.

Member companies with independent accounting are units under the Corporation, having legal personality, autonomy in business operations, and being bound by rights and obligations to the Corporation as follows:

1. Capital of member companies with independent accounting includes capital invested by the Corporation at the company, capital raised by the company itself, and other sources of capital as prescribed by law. conducted by the State Capital Investment Corporation at the company, with capital raised by the company itself and other sources of funds in accordance with the provisions of the law.

For member companies with independent accounting established under the State Enterprise Law in 1995 that were restructured and converted into independent accounting member companies, the state capital in these companies shall be transferred to become capital invested by the Corporation at the company, and the Corporation shall be the owner of the member company with independent accounting.

2. Member companies with independent accounting have the following rights over the company's capital and assets: managing and actively using the company's capital and capital invested by the Corporation; possessing, using the company's capital and assets for business operations and realizing legitimate benefits from the company's capital and assets; disposing of the company's capital and assets according to the State Enterprise Law, this Decree, and related laws; using and managing state assets entrusted or leased such as land and resources according to laws on land and resources.

The Corporation shall not transfer its own investment capital at member companies with independent accounting and the capital and assets of these member companies without payment, except in cases where it decides to reorganize member companies with independent accounting or implement public service supply objectives.

3. When requested by the State, placed orders, or participating in tenders to perform public services, the company has the rights and obligations as stipulated in Article 19 of the State Enterprise Law.

4. Member companies with independent accounting are bound by rights and obligations to the Corporation as follows:

a) Implementing the Corporation's overall business plan; performing production and business tasks assigned by the Corporation based on economic contracts with the Corporation; being responsible for the effectiveness of joint business activities with the Corporation; having the autonomy to sign economic contracts and implement economic contracts delegated by the Corporation.

b) Deciding on investment projects within the company and investing in other companies according to the Corporation's classification; participating in joint investments with the Corporation or being delegated by the Corporation to organize the implementation of investment projects according to the Corporation's plan based on signed contracts with the Corporation.

c) Being responsible to the Corporation for the effective use of capital and resources invested by the Corporation; preserving and developing the Corporation's invested capital and self-raised capital; being responsible to the Corporation for the use of capital to establish other enterprises; bearing civil liability with all of the company's assets; periodically evaluating the company's assets according to the Government's regulations and the Corporation's Charter.

The Corporation is responsible for the debts and other property obligations of member companies with independent accounting within the scope of the company's charter capital.

d) Having the right to request the Corporation to decide or be authorized by the Corporation to decide on establishing, restructuring, dissolving, merging dependent accounting units and deciding the organizational structure of dependent accounting units.

đ) Establishing and applying labor norms, material norms, wage rates, and other costs based on ensuring the company's business efficiency, complying with legal regulations, and the Corporation's Charter.

e) After fulfilling tax obligations, transferring losses according to the Corporate Income Tax Law, performing other financial obligations as prescribed by law, setting up a financial reserve fund, the remaining profit shall be distributed according to the Corporation's invested capital and the company's self-raised capital. The profit distributed according to the Corporation's invested capital shall be used for reinvestment to increase state capital at the company or form a centralized fund of the Corporation according to the Government's regulations. The profit distributed according to the company's self-raised capital shall be allocated a portion to the company's development investment fund at the ratio prescribed by the Government; the remainder shall be decided by the company on distribution into reward funds and welfare funds.

g) The company has the obligation to operate profitably, ensuring the profit rate target on the Corporation's invested capital set by the Corporation; registering, declaring, and paying sufficient taxes, fulfilling obligations to the Corporation and other financial obligations as prescribed by law.

h) Implement accounting systems, auditing, and financial reporting, statistical reports in accordance with laws and the requirements of the Holding Company; be subject to supervision and inspection by the Holding Company; regularly report accurately and comprehensively all information about the company and the company's financial statements to the Holding Company; comply with regulations on inspection by financial authorities and other state agencies as prescribed by law.

i) Other rights and obligations as stipulated by the Law on State-Owned Enterprises and related laws.

Article 13. Relationship between the Holding Company and affiliated units, dependent accounting units, and the finance company of the Holding Company

1. Affiliated units implement the decentralized accounting system as prescribed by the Holding Company; generate revenue from contracts for service provision, scientific research, and technology transfer training with units within and outside the Holding Company. Affiliated units operate according to the Charter or Regulations approved by the Board of Directors of the Holding Company.

2. Dependent accounting units of the Holding Company have the right to independently conclude economic contracts, conduct business activities, financial operations, and organizational and personnel matters as prescribed in the Charter or Regulations on organization and operation of these units approved by the Board of Directors of the Holding Company. The Holding Company is responsible for the financial obligations arising from the commitments of these units.

3. The finance company of the Holding Company is organized and operates, and its relationship with the Holding Company is guided by the Ministry of Finance, the State Bank, and the Operating Charter approved by the Board of Directors of the Holding Company and ratified by the Governor of the State Bank.

Article 14. Relationship between the Holding Company and wholly-owned state limited liability companies under the Holding Company

The Holding Company is the owner, exercising the rights and obligations of the owner towards wholly-owned state limited liability companies under the Holding Company as prescribed in Clause 1 of Article 27, Clause 1 and Clause 2 of Article 46, Article 47, and Article 48 of the Enterprise Law, the Charter of the company, government regulations, and other relevant laws.

Article 15. Relationship between the Holding Company and member units holding controlling shares or capital contributions

1. Joint stock companies, limited liability companies with two or more members, joint ventures with controlling shares or capital contributions of the Holding Company exceeding 50% of the charter capital and controlled by the Holding Company are member units of the Holding Company.

2. Member units with controlling shares or capital contributions of the Holding Company are established, organized, and operated in accordance with the Enterprise Law, the Law on Foreign Investment in Vietnam, and related laws. The Holding Company manages controlling shares and capital contributions in accordance with Article 58 of the State-Owned Enterprise Law and government regulations on managing controlling shares and capital contributions and state capital investment in other enterprises.

Article 16. Relationship between the Holding Company and companies with non-controlling shares or capital contributions

1. Joint stock companies, limited liability companies with two or more members, joint ventures, and foreign companies with shares or capital contributions of the Holding Company not exceeding 50% of the charter capital are not member units of the Holding Company and are not controlled by the Holding Company.

2. Companies with non-controlling shares or capital contributions of the Holding Company are established, organized, and operated in accordance with the Enterprise Law, the Law on Foreign Investment in Vietnam, and related laws. The Holding Company manages its shares and capital contributions in these companies in accordance with Article 59 of the State-Owned Enterprise Law and government regulations on managing state capital investment in other enterprises.

Article 17. Responsibilities of the Holding Company

1. The Holding Company shall not abuse its position as the holder of the entire charter capital or as the holder of controlling shares or capital contributions in member units that are independent accounting units, wholly-owned state limited liability companies, or companies with controlling shares or capital contributions, thereby harming the interests of these member units, creditors, and related parties.

The Holding Company shall not include provisions in the Charter of independent accounting units or wholly-owned state limited liability companies that harm the interests of such companies, creditors, and related parties.

2. In cases where the following actions are taken without agreement with the member units referred to in Clause 1 hereof causing damage to these member units, the Holding Company shall bear responsibility for compensating the losses suffered by the member units and related parties:

a) Compelling member units to sign and implement unfair and disadvantageous economic contracts.

b) Transferring capital and assets of member units, causing damage to the member units being transferred.

c) Transferring profitable business activities from one member unit to another without agreement with the member unit being transferred, leading to significant loss or reduction in profits of the member unit being transferred.

d) Deciding production and business tasks for member units contrary to the Charter and laws; assigning tasks of the Holding Company to member units to perform without basing it on the conclusion of economic contracts with these units.

đ) Compelling member units to lend funds to the Holding Company or other member units at low interest rates, unreasonable lending conditions and repayment terms, or to provide funds for the Holding Company or other member units to execute economic contracts with high risks for the business operations of the member units.

CHAPTER III
HOLDING COMPANY IN THE PARENT-COMPANY SUBSIDIARY MODEL

Article 18. Holding company in the parent-company subsidiary model

1. A State-owned Corporation formed by self-investment and establishment of companies (a Corporation under the parent company-subcompany model) is a form of association and control over each other through investment, capital contribution, technology secrets, brand, or market among enterprises with legal personality, including a state-owned company holding controlling rights over other member companies (referred to as the parent company) and other member companies being controlled by the parent company (referred to as subcompanies) or having a non-controlling portion of capital contributed by the parent company (referred to as associated companies).

2. The combination of a parent company and subcompanies does not have legal personality. The parent company has legal personality, a separate name, a seal, management and operational machinery, and a main office within the country.

Article 19. Structure of a State-owned Corporation under the parent company-subcompany model

A State-owned Corporation under the parent company-subcompany model operates according to this Decree shall have the following structure:

1. The parent company is a state-owned enterprise operating under the Law on State-Owned Enterprises and this Decree; it is formed from the transformation and restructuring of the Corporation, independent accounting units of the Corporation, independent state-owned enterprises, or based on the investment, purchase of shares, capital contribution, and other resources into subcompanies and associated companies; it holds controlling rights as stipulated in Clause 2 of this Article.

2. Subcompanies:

a) Subcompanies with controlling capital contributions from the parent company include limited liability companies with two or more shareholders, joint-stock companies, foreign joint ventures, and overseas companies.

b) A single-member state-owned limited liability company held entirely by the parent company's registered capital.

If the structure of a State-owned Corporation under the parent company-subcompany model includes a type of subcompany that is a single-member state-owned limited liability company, then there must be another type of subcompany as specified in point a, Clause 2 of this Article.

3. Associated companies are those with non-controlling capital contributions from the parent company, organized in the form of limited liability companies with two or more shareholders, joint-stock companies, foreign joint ventures, and overseas companies.

Article 20. Functions and management structure of the parent company

1. The parent company has the function of directly producing and trading, and investing financially in other enterprises, or only performing financial investments in other enterprises. The parent company has the rights and obligations of a state-owned enterprise as prescribed in Chapter III of the Law on State-Owned Enterprises; it fulfills the rights and obligations of the owner regarding the invested capital in subcompanies and associated companies.

2. The parent company's management structure includes the Board of Directors, Supervisory Board, General Director, Deputy General Directors, Chief Accountant, and supporting machinery. The parent company's management structure is the Corporation's management structure.

Article 21. Board of Directors of the parent company

1. The Board of Directors of the parent company has functions, tasks, and powers like the Board of Directors of a Corporation established and invested in by the State; it has working regulations, member structure, performs tasks and powers as prescribed in Clause 1, point a, Clause 3, Clauses 4, 5, and 6 of Article 9 of this Decree, and the specific tasks and powers below:

a) Decide on the long-term strategy, annual business plan, industry, and trade activities of the parent company, dependent accounting units, and affiliated institutions of the parent company; decide on the business cooperation plan between the parent company and subcompanies.

b) Decide on using the parent company's capital to establish a single-member state-owned limited liability subcompany and purchasing shares, contributing capital to other enterprises but not exceeding the investment amount within the Board of Directors' decision-making authority as prescribed in point b, Clause 2 of Article 30 of the Law on State-Owned Enterprises and relevant laws; decide on reorganizing, dissolving, and changing ownership of a single-member state-owned limited liability subcompany with a scale of capital not exceeding the limit set for the Board of Directors in establishing enterprises according to the law.

c) Decide on adjusting the registered capital of a single-member state-owned limited liability company by increasing or decreasing the parent company's capital contribution; transfer part or all of the registered capital of a single-member state-owned limited liability company to other organizations or individuals as prescribed in Article 48 of the Enterprise Law.

d) Decide on the organizational management model of a single-member state-owned limited liability company with a Board of Directors or a Company Chairman, the number, and member structure of the Board of Directors; decide on appointing, dismissing, removing, and determining salaries for the Chairman, Board members, or the Chairman of a single-member state-owned limited liability company. The Board of Directors does not perform the rights and obligations of the owner regarding the capital contribution of subcompanies in other companies.

đ) Exercise the rights and obligations of the shareholder of the parent company's shares or capital contributions in companies with the parent company's shares or capital contributions.

e) Approve the annual financial reports of the parent company, single-member state-owned limited liability companies, and consolidated financial reports of the parent company and subcompanies; approve the profit utilization plan after tax of single-member state-owned limited liability companies.

g) Monitor and supervise the Chairman and Board members, Company Chairmen, General Directors (Directors) of single-member state-owned limited liability companies; Directors of dependent accounting units and affiliated institutions; representatives of the parent company's capital contributions in other enterprises in performing their functions and tasks as prescribed by the Law on State-Owned Enterprises and this Decree.

h) Perform tasks and powers as prescribed in the parent company's Articles of Association and relevant laws.

2. The salary and bonus system of the Board of Directors is implemented as prescribed in Clause 7 of Article 9 of this Decree.

Article 22. Supervisory Board of the parent company

The Supervisory Board is established by the parent company's Board of Directors, with its structure, functions, tasks, and operational regulations as prescribed in Article 10 of this Decree.

Article 23. General Director, Deputy General Directors, Chief Accountant, and supporting machinery

1. The General Director, Deputy General Director, Chief Accountant, and the corporate support staff of the parent company have duties and powers as prescribed in Article 11 of this Decree.

2. The salary and bonus system for the General Director, Deputy General Director, and Chief Accountant shall be implemented according to the provisions of Clause 6 of Article 11 of this Decree.

Article 24. Relationship between the parent company and the subsidiary which is a state-owned joint stock company with one member.

1. The parent company is the owner of the state-owned joint stock company with one member that is newly established by the parent company or converted from an independent state-owned enterprise or an independent accounting unit of a State Corporation. The parent company exercises the rights and obligations of the owner towards the state-owned joint stock company with one member in accordance with the provisions of Clause 1 of Article 27, Clause 1 and Clause 2 of Article 46, Article 47, and Article 48 of the Enterprise Law, the Charter of the company, and the Government's regulations on converting state-owned enterprises into state-owned joint stock companies with one member.

2. The state-owned joint stock company with one member is organized and operates in accordance with the Enterprise Law, the Government's regulations on converting state-owned enterprises into state-owned joint stock companies with one member, and related laws.

Article 25. Relationship between the parent company and the subsidiary which is a joint-stock company, a limited liability company with two or more members, a joint venture company, and an overseas company.

1. The subsidiary is a joint-stock company, a limited liability company with two or more members, a joint venture company, or an overseas company with controlling shares or capital contributions from the parent company, established, organized, and operated in accordance with the Enterprise Law, the Law on Foreign Investment in Vietnam, foreign laws, and related laws.

2. The parent company performs the rights, obligations, and responsibilities of shareholders, members, joint venture partners, and controlling contributors as stipulated by law and the Charter of the company with controlling shares or capital contributions from the parent company.

3. The parent company directly manages the controlling shares or capital contributions in joint-stock companies, limited liability companies, joint ventures, and overseas companies; has rights and obligations over the controlling shares or capital contributions in accordance with Article 58 of the Enterprise Law.

Article 26. Relationship between the parent company and associated companies.

The parent company manages its capital contributions in associated companies in accordance with the provisions of Article 59 of the Enterprise Law.

Article 27. Responsibilities of the parent company.

In cases where the parent company abuses its position of holding the entire charter capital or controlling shares or capital contributions, thereby harming the interests of subsidiaries, creditors, and other parties, the parent company shall fulfill its responsibilities as prescribed for State Corporations under Article 17 of this Decree.

PART IV
TRANSFORMATION AND REORGANIZATION ACCORDING TO THE PARENT COMPANY-SUBSIDIARY MODEL.
PARENT COMPANY-SUBSIDIARY MODEL.

Article 28. The purpose of transforming and reorganizing State Corporations decided to invest and establish, independent accounting units of State Corporations, and independent state-owned enterprises into the parent company-subsidiary model.

1. The transformation and reorganization of State Corporations decided to invest and establish into State Corporations under the parent company-subsidiary model aims to shift from administrative linkage with capital transfer mechanisms to a strong linkage through financial investment mechanisms primarily; clearly define the rights and responsibilities regarding capital and economic benefits between the parent company and subsidiaries and associated companies; enhance business capabilities for participating units; create conditions for developing into economic groups.

2. The transformation and reorganization of independent state-owned enterprises and independent accounting units of State Corporations into the parent company-subsidiary model aim to create conditions for developing the capability, scale, and scope of business operations of the company, promote capital accumulation, utilize the company's financial potential and other resources to invest, contribute capital, and participate in linkages with other enterprises, accelerate the shareholding reform of the company's affiliated units.

Article 29. Objects of transformation and reorganization.

1. The following objects meeting the conditions prescribed in Article 30 of this Decree shall be reorganized and transformed into the parent company-subsidiary model:

a) State Corporations established under the State Enterprise Law in 1995.

b) State Corporations decided to invest and establish newly formed in accordance with the State Enterprise Law in 2003.

c) Independent accounting subsidiary companies of State-owned corporations decided to be invested in and established by the State.

d) Independent state-owned enterprises.

2. State Corporations, independent accounting units of State Corporations, and independent state-owned enterprises that have invested or contributed capital in other enterprises themselves or have completed the transformation of their affiliated units, having a structure including a state-owned enterprise holding control over other enterprises, subsidiaries, and associated companies in compliance with the structure prescribed in Article 55 of the State Enterprise Law in 2003, do not need to implement transformation and reorganization procedures as prescribed in this Chapter. The decision-making body establishing State Corporations, independent accounting units of State Corporations, and independent state-owned enterprises decides to apply the parent company-subsidiary model to these State Corporations and enterprises.

Article 30. Conditions for conversion and restructuring

1. For State-owned Corporations, the following conditions must be met:

a) All subsidiaries that have been, are currently undergoing conversion, or have been approved by competent authorities with a list and plan for shareholding reform or conversion to a state-owned joint stock company with one member to form a structure consisting of a parent company, subsidiaries, and affiliated companies.

b) The parent company listed in the Prime Minister's approval continues to be wholly owned by the State and operates under the Law on State Enterprises.

c) The parent company has a large capital scale, capable of utilizing the actual capital of the company or has a feasible plan to raise funds and invest sufficient capital in subsidiaries and affiliated companies to control them, using technological secrets, brands, and markets to control subsidiaries.

d) The Corporation has the ability to develop and engage in multiple industries including a main business sector, with numerous dependent units both domestically and internationally.

2. For independent state-owned enterprises and independent accounting subsidiaries of State-owned Corporations, the following conditions must be met:

a) Possess the capability to organize as a parent company with a large capital scale or a parent company capable of utilizing financial strength, technological secrets, brands, and markets to implement capital investment and control other enterprises.

b) The parent company listed in the Prime Minister's approval continues to be wholly owned by the State and operates under the Law on State Enterprises.

c) Currently holding controlling shares or capital contributions in many other enterprises or having the Prime Minister's (if it is a subsidiary of a State-owned Corporation established by the Prime Minister's decision), Minister, or Provincial People's Committee's (if it is an independent state-owned enterprise) approval for the shareholding reform plan of parts of the company (excluding parts forming the parent company) or for the investment plan, contributing more than 50% of the charter capital of the company into other companies to hold controlling shares or capital contributions in these companies.

3. State-owned Corporations and independent state-owned enterprises, independent accounting subsidiaries of State-owned Corporations not meeting the conditions specified in point b, clause 1, and point b, clause 2 of this Article may convert into the following types of parent companies operating under the Enterprise Law:

a) A parent company as a limited liability company with 100% state-owned capital.

b) A parent company as a limited liability company with two or more members with 100% state-owned capital.

c) A parent company as a limited liability company with two or more members having a controlling capital contribution from the State or without a controlling capital contribution from the State.

d) A parent company as a joint-stock company with 100% state-owned capital.

đ) A parent company as a joint-stock company with controlling or non-controlling state-owned shares.

Article 31. Methods for converting and restructuring State-owned Corporations and independent accounting subsidiaries of State-owned Corporations according to the parent company - subsidiary model

1. State-owned Corporations specified in points a and b, clause 1, Article 29, which meet the conditions stipulated in clause 1, Article 30 of this Decree, and depending on the nature of the industry, technology, business relationship, capital investment, and mutual dependency between the Corporation and its subsidiaries and among subsidiaries, may be restructured according to the following methods:

a) The office, management agency of the Corporation, subsidiaries under dependent accounting, and public institutions together with one or several key independent accounting subsidiaries within the Corporation or operating in the main business sector of the Corporation can be reorganized into a parent company. In cases where the Corporation is converted and restructured on a large scale and it is deemed unnecessary to incorporate one or several independent accounting subsidiaries into the parent company, the office, management agency of the Corporation, subsidiaries under dependent accounting, and public institutions can be organized into a parent company.

Enterprises that already have controlling capital contributions from the Corporation and subsidiaries fully invested by the Corporation in their charter capital after being converted into a single-member limited liability company or a company with a controlling capital contribution become subsidiaries; enterprises with partial capital from the Corporation become affiliated companies of the parent company.

b) In cases where the Corporation converts to operate under the parent company - subsidiary model, if independent accounting subsidiaries convert into parent companies but continue to remain within the Corporation's structure, such subsidiaries must be enterprises operating under the Enterprise Law.

Enterprises that already have controlling capital contributions from the Corporation and subsidiaries fully invested by the Corporation in their charter capital after being converted into a single-member limited liability company or a company with a controlling capital contribution become subsidiaries; enterprises with partial capital from the Corporation become affiliated companies of the parent company.

2. Independent accounting subsidiaries of State-owned Corporations meeting the conditions stipulated in clause 2, Article 30 of this Decree, depending on the characteristics of technology, dependency, and investment relationships formed with the Corporation, may separate into independent state-owned parent companies or continue within the Corporation's structure.

If the Corporation switches to operating under the parent company - subsidiary model, when an independent accounting subsidiary converts into a parent company but continues to remain within the Corporation's structure, such a subsidiary must be an enterprise operating under the Enterprise Law.

3. Public institutions, institutes, and schools under the Corporation, depending on the degree and requirements for integration with the parent company regarding capital, finance, technology, market, research, and training, may convert into dependent accounting units of the parent company or become subsidiaries or affiliated companies.

In cases where research institutes under the Corporation regularly apply research results and transfer technology for production and business, and have capital contributions in enterprises applying research results from the institute, if they meet the conditions for parent companies stipulated in clause 2, Article 30 of this Decree, they may separate from the Corporation to become independent parent companies or remain within the Corporation's structure.

Article 32. Methods for converting and restructuring independent state-owned enterprises according to the parent company - subsidiary model

A state-owned company with large scale and meeting all conditions stipulated in Clause 2, Article 30 of this Decree shall be converted into a parent company; dependent accounting units may be converted into one of the types of subsidiary companies specified in Clause 2, Article 19 of this Decree depending on their scale and nature of capital investment, importance, and strategic position of the state-owned company.

Article 33. Authority and procedures for establishing and approving lists and plans for conversion

1. Ministries and provincial People's Committees shall establish lists and plans for converting State-owned corporations and independent state-owned companies established by them. The Board of Directors of State-owned corporations established by the Prime Minister shall prepare plans for converting State-owned corporations and lists for converting independent accounting member companies of State-owned corporations.

2. Based on the conditions stipulated in Article 30 of this Decree and the current status of State-owned corporations and independent accounting member companies of State-owned corporations:

a) Ministries and provincial People's Committees shall submit to the Prime Minister for approval the lists and plans for converting State-owned corporations and independent accounting member companies of State-owned corporations established by them.

b) The Board of Directors of State-owned corporations established by the Prime Minister shall submit to the Prime Minister for approval the plans for converting State-owned corporations and lists for converting independent accounting member companies of State-owned corporations.

Article 34. Responsibilities of State-owned corporations and state-owned companies undergoing conversion

1. State-owned corporations, independent accounting member companies of State-owned corporations, and independent state-owned companies (hereinafter referred to as State-owned corporations and companies), once selected and approved for conversion and restructuring into a parent-subsidiary model, shall be responsible for:

a) Reviewing each member unit, the entire State-owned corporation and company, comparing with the conversion conditions, determining the structure, method, and legal form of the parent company and each type of subsidiary company.

b) Inventorying, classifying, identifying various types of capital, assets, debts, and labor currently available; determining the total expected capital of the parent company, the expected capital of the parent company invested in each wholly state-owned limited liability company it owns and in enterprises with controlling or non-controlling stakes of the parent company; preparing financial reports up to the conversion date.

c) Developing a plan for conversion and restructuring of State-owned corporations and companies into a parent-subsidiary model and proposals for handling capital, assets, finances, and labor during conversion.

The conversion and restructuring plan must at least include the following contents: the current business organization, management structure, production and business results of State-owned corporations and each member unit; financial situation, investment, and capital contribution of State-owned corporations and each member unit in other enterprises; projected structure, number, and type of subsidiaries and associated companies; model, organizational structure, functions, and tasks of the parent company; methods of restructuring, conversion, and projected plans for conversion into a parent-subsidiary model; proposed plans for transferring rights, obligations, assets, debts, and labor to the parent company and each subsidiary; changes in production and business operations after conversion.

d) Drafting the charter of the parent company and subsidiaries, clearly defining the relationship between the parent company and subsidiaries.

2. State-owned corporations and companies that have already formed member unit structures meeting the conditions stipulated in Article 55 of the Law on State-Owned Enterprises do not need to develop a conversion plan but only implement the provisions in point d, Clause 1 of this Article.

Article 35. Submission and Approval of Conversion Plans

The submission, review, and approval of conversion plans shall follow the procedures and formalities as follows:

1. The Prime Minister shall approve the conversion plans of State-owned corporations and companies after receiving the recommendation of the Appraisal Council. The Appraisal Council shall be established by the Prime Minister.

2. After the Prime Minister approves the conversion plan, the competent authority deciding the establishment of State-owned corporations and companies shall decide on the conversion; organize and implement the conversion plan; approve the charter of the parent company; carry out other procedures for transitioning to a parent-subsidiary model.

3. The conversion decision must at least include the following contents: name, address, legal form of the parent company and subsidiaries, associated companies; objectives, industries, and businesses, registered capital of the parent company; number and proportion of capital of the parent company in each subsidiary and associated company; responsibilities of the parent company and each subsidiary regarding the succession of rights and obligations and the resolution of existing and emerging issues during the conversion process.

Article 36. Principles for Handling Capital, Assets, Finances, and Labor During Conversion

1. All assets of State-owned corporations, independent accounting member companies, and independent state-owned companies when undergoing conversion shall be valued based on their value.

2. Existing assets belonging to State-owned corporations, independent accounting member companies, and independent state-owned companies shall be inventoried, classified, and identified in terms of quantity and condition. Assets currently held to form assets directly managed by the parent company and transferred to wholly state-owned limited liability subsidiaries do not require revaluation. In cases of ownership transfer, asset values must be reassessed according to market prices as prescribed by laws on ownership transfer.

3. Leased, borrowed, entrusted, and consigned assets: the new company formed after conversion and restructuring shall be responsible for continuing to lease, borrow, entrust, and consign according to agreements with the owners of leased, borrowed, and consigned assets.

4. Surplus, unused, stagnant, and pending liquidation assets, lost assets, and other property losses shall be handled according to current laws.

5. Principles for handling debts:

a) For debts receivable of the State-owned Corporation, independent accounting companies under the Corporation, state-owned enterprises independently converted into parent companies, and debts receivable of units reorganized, restructured, and converted from state-owned corporations, independent state-owned enterprises, and independent accounting companies under state-owned corporations: the parent company and reorganized, restructured, and converted units of state-owned corporations, independent state-owned enterprises, and independent accounting companies under state-owned corporations shall be responsible for receiving and recovering due debts that can be recovered. As for debts receivable but not recoverable, after clearly identifying the reasons and responsibilities of collectives, individuals, the company shall be responsible for receiving and recovering debts recorded as reductions in owner's equity for the difference between the loss value and the compensation amount of collectives and individuals.

b) For debts payable: newly established parent companies and reorganized, restructured, and converted units of state-owned corporations, independent state-owned enterprises, and independent accounting companies under state-owned corporations shall be responsible for inheriting debts payable to creditors according to commitments, including tax debts, budget debts, debts owed to employees; paying due debts according to the approved plan by the competent authority. Debts payable without claimants and assets with undetermined ownership shall be included in the owner's equity at the parent company and newly established subsidiaries after conversion. The handling of debts payable of subsidiaries converted into joint-stock companies shall be carried out in accordance with the regulations on the shareholding reform of state-owned enterprises.

6. The parent company and subsidiaries established based on the reorganization and restructuring of units under state-owned corporations or independent state-owned enterprises, independent accounting companies under state-owned corporations shall continue to employ existing labor forces, inherit all rights and obligations towards workers according to the approved plan by the competent authority and in accordance with the laws on reorganization, restructuring, shareholding reform, and conversion of state-owned enterprises into single-member limited liability companies; surplus labor shall be handled according to the general policy during the process of reform and reorganization of state-owned enterprises. Workers who voluntarily terminate their employment contracts shall enjoy benefits as stipulated by labor laws.

Article 37. Principles for determining the registered capital of the parent company

1. The registered capital of the parent company formed from the conversion of the State-owned Corporation, independent accounting companies under the State-owned Corporation, and independent state-owned enterprises is the state investment capital recorded in the Articles of Association of the parent company, including:

a) Actual state capital on accounting books at the time of conversion centrally accounted for at the State-owned Corporation, independent accounting companies under the State-owned Corporation, and independent state-owned enterprises.

b) Registered capital of a single-member limited liability company owned by the State-owned Corporation, independent accounting companies under the State-owned Corporation, and independent state-owned enterprises.

c) State capital contributed by the State-owned Corporation, independent accounting companies under the State-owned Corporation, and independent state-owned enterprises to joint-stock companies, limited liability companies with two or more members, foreign joint ventures, and overseas investments.

d) Additional state capital invested in the parent company (if any) in the case of converting the State-owned Corporation or independent state-owned enterprises; additional capital invested by the State-owned Corporation in the parent company (if any) in the case of converting independent accounting companies under the State-owned Corporation.

đ) Portion of post-tax profits reinvested and added to the registered capital.

2. The registered capital of the parent company shall not be lower than the capital level set by the Prime Minister according to the criteria and classification list of state-owned enterprises and state-owned corporations:

a) For parent companies converted from state-owned corporations: shall not be lower than the capital level set for state-owned corporations.

b) For parent companies converted from independent accounting companies under state-owned corporations or independent state-owned enterprises: shall not be lower than the capital level set for state-owned enterprises.

3. When increasing or decreasing the registered capital, the parent company must promptly adjust in the balance sheet and register with the business registration agency.

Article 38. Business Registration and Re-registration of Assets

1. After conversion, the parent company and each subsidiary must re-register according to the corresponding laws based on the legal form of the company.

2. Subsidiaries before conversion that were already single-member limited liability companies or joint-stock companies, foreign joint ventures do not need to re-register.

3. The parent company may use the name "company" or the common name of the State-owned Corporation. In the case where independent accounting companies under the State-owned Corporation convert into a parent-subsidiary model, the parent company converted from an independent accounting company shall not use the name "State-owned Corporation".

4. After obtaining the business registration certificate, the parent company and each subsidiary must complete the procedures to register ownership of transferred assets from the State-owned Corporation or subsidiaries at the competent state agency. All assets transferred in ownership from the State-owned Corporation or subsidiaries to the parent company and subsidiaries do not require payment of stamp duty.

Article 39. Acceptance of Rights and Obligations of Converted State-Owned Corporations

The parent company and units reorganized from the conversion of state-owned corporations decided by the State to invest and establish shall be responsible for inheriting the legitimate rights, interests, and obligations of the state-owned corporation and converted subsidiaries.

Article 40. Rights and Obligations of the State Owner towards the Parent Company after Conversion

1. The parent company that meets and converts according to the conditions stipulated in Clauses 1 and 2 of Article 30 of this Decree shall continue its operations under the Law on State-Owned Enterprises after completing the conversion process. The state owner shall exercise their rights and obligations towards the parent company as prescribed in Articles 64, 65, 66, and 67 of the Law on State-Owned Enterprises.

2. For parent companies that convert according to the conditions stipulated in Clause 3 of Article 30 of this Decree into parent companies operating under the Law on Enterprises and the Law on Foreign Investment in Vietnam, the state owner shall perform their rights and obligations regarding the investment capital in the parent company as prescribed in Articles 70, 71, and 72 of the Law on State-Owned Enterprises.

CHAPTER V
IMPLEMENTING PROVISIONS

Article 41. Effectiveness

1. This Decree shall take effect fifteen days from the date of publication in the Official Gazette.

2. State-owned corporations that meet the conditions specified in Article 48 of the Law on State-Owned Enterprises, which are state-owned corporations established by the State's decision, must adjust their member structure as prescribed in Article 49 of the Law on State-Owned Enterprises; adjust their management structure; amend and supplement their charter in accordance with the provisions within the time limit set forth in Article 94 of the Law on State-Owned Enterprises and this Decree. Independent accounting state-owned enterprises established under the Law on State-Owned Enterprises in 1995 must amend and supplement their charter and apply the provisions concerning independent accounting subsidiaries of state-owned corporations established by the State's decision.

3. State-owned corporations established under the Law on State-Owned Enterprises in 1995 or newly established, meeting the conditions stipulated in Clause 3 of Article 74 of the Law on State-Owned Enterprises in 2003, must convert and organize themselves into state-owned corporations according to the parent company - subsidiary model.

4. Implementation clauses for independent accounting subsidiaries of state-owned corporations organized under the Law on State-Owned Enterprises in 1995 during the restructuring or ownership transfer period:

a) Enterprises that fall under the category where the state continues to hold 100% of the registered capital and converts into a single-member limited liability company: during the conversion period stipulated in the restructuring and modernization plan approved by the competent authority, they may continue to operate according to the regulations for independent accounting subsidiaries of state-owned corporations as prescribed in Clause 1 of Article 52 of the Law on State-Owned Enterprises in 2003.

b) Enterprises that do not fall under the category where the state continues to hold 100% of the registered capital, during the restructuring and ownership transfer period stipulated in the restructuring and modernization plan approved by the competent authority, may continue to operate according to the regulations for independent accounting subsidiaries of state-owned corporations as prescribed in Clause 1 of Article 52 of the Law on State-Owned Enterprises in 2003.

5. For state-owned corporations, independent accounting subsidiaries of state-owned corporations, and independent state-owned enterprises implementing the Prime Minister's decision on piloting the conversion into the parent company - subsidiary model:

a) For enterprises that have completed the conversion process, they shall implement the provisions stipulated in Clause 6 of this Article.

b) Enterprises that have been approved for the plan but have not yet completed the conversion according to the approved plan, do not need to adjust the plan, but they are responsible for reviewing the structure of member units again, submitting to the person who approved the plan for adjustment of those units that are not in compliance with the provisions of this Decree.

c) For enterprises that have been approved for the list but have not yet developed the plan, they must develop the plan and implement it according to the provisions of this Decree.

6. State-owned corporations, independent accounting subsidiaries of state-owned corporations, and independent state-owned enterprises that have completed the conversion into the parent company - subsidiary model before this Decree takes effect shall be responsible for adjusting their management structure and member structure; amending and supplementing their operational charter in accordance with the provisions of this Decree.

7. State-owned corporations that do not meet the conditions specified in Article 48 of the Law on State-Owned Enterprises in 2003, which are state-owned corporations established by the State's decision, or do not meet the conditions for converting and organizing into state-owned corporations according to the parent company - subsidiary model stipulated in Clause 3 of Article 74 of the Law on State-Owned Enterprises in 2003, must reorganize, transfer ownership, or dissolve; measures and deadlines for reorganization, ownership transfer, or dissolution shall be carried out according to the Government's regulations on establishing, reorganizing, dissolving, and transferring ownership of state-owned enterprises.

Article 42. Responsibility for organization and implementation

1. The Ministries of Planning and Investment, Finance, Labor - Invalids and Social Affairs, and Home Affairs 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 People's Committees of provinces and centrally governed cities, Chairmen of Management Boards, and General Directors of state-owned corporations are responsible for enforcing this Decree./.