Decree No. 16/1997/NĐ-CP on the conversion of registration for cooperatives and the organization of activities of cooperative unions.

DECREE OF THE GOVERNMENT

Regarding the conversion of registration for Cooperatives and the operation of Cooperative Federations
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THE GOVERNMENT

WHEREAS EDUCATION Education Law LIMITATION The Government on September 30, 1992,

WHEREAS EDUCATION The Law on Cooperatives on March 20, 1996;

Upon Approving the election results for the position of Deputy Chairman Ministry of Science and Technology Next 2. Regarding sources of funds for land clearance and infrastructure construction:

DECREE:

Chapter I

GENERAL PROVISIONS

Article 1. This Decree stipulates the conversion and business registration in accordance with the Law on Cooperatives for Cooperatives and Cooperative Federations currently operating.

Article 2. This Decree applies to various types of Cooperatives, including People's Credit Funds (hereinafter referred to collectively as Cooperatives and Cooperative Federations) that have registered operations before the promulgation of the Law on Cooperatives.

Provisions on business registration only apply to newly established Cooperatives and Cooperative Federations.

This Decree does not apply to cooperative groups.

Article 3. Cooperatives and Cooperative Federations that were operating before the Law on Cooperatives took effect must convene a Member Congress to address issues that are still inconsistent with the Law on Cooperatives and re-register according to Article 15 and Article 16 of the Law on Cooperatives and the provisions of this Decree.

Chapter II

CONTENTS AND PROCEDURES FOR CONVERTING COOPERATIVES

Article 4.

1. Cooperatives and Cooperative Federations (hereinafter referred to collectively as Cooperatives) currently operating or having ceased operations must establish a Preparatory Board for Conversion. The Preparatory Board consists of the Management Board, Supervisory Board of the Cooperative, member representatives, and representatives of the People's Committee of the district or town where the Cooperative is located.

2. The Preparatory Board for Conversion is established by the Steering Committee at the district or town level. The Preparatory Board for Conversion will be dissolved after completing the conversion, re-registration of the Cooperative, or dissolution. Cooperatives.

Article 5. The Preparatory Board for Conversion has the following responsibilities:

1. To disseminate and explain to Cooperative members about the purpose, significance, and requirements of the conversion to enable the Cooperative to operate under the Law on Cooperatives.

2. To conduct an inventory and assess assets based on their origin; determine and classify debts owed and receivable by the Cooperative, creditor and debtor lists, propose solutions to asset relationships and debt resolution to be reviewed by the Member Congress.

3. Based on the Law on Cooperatives and the model bylaws, draft new bylaws for the Cooperative, develop production, business, and service plans; prepare documents and procedures for re-registering the Cooperative in accordance with the Law on Cooperatives. 4. Convene a Member Congress to decide on the conversion or dissolution.

In case the Member Congress decides on the conversion of the Cooperative and business registration under the Law on Cooperatives, the Congress shall approve: a) The plan to resolve the remaining issues of the old Cooperative regarding assets, capital, funds, debts owed and receivable, and other matters.

Article 6.

1. b) Voting on the contents of the Cooperative bylaws consistent with the model bylaws and approving the Cooperative bylaws.

c) Production, business, and service plans.

d) Electing the Management Board, Chairperson, Supervisory Board, and other management positions of the Cooperative.

2. In case the Member Congress decides to dissolve the Cooperative, the Congress must discuss and decide on the plan to handle assets, capital, funds, accounts receivable and payable, and the method of distributing residual asset values to members according to the Law on Cooperatives.

Handling capital and assets of agricultural Cooperatives:

Article 7. In case the Member Congress decides to maintain the Cooperative to operate under the Law on Cooperatives, it must:

1. a) Classify and determine the value of assets belonging to community infrastructure projects and present a list of communal infrastructure projects to be transferred to local authorities (commune) for management to the Member Congress for decision; handle financial relations with local authorities and related economic organizations concerning these assets.

b) Determine the value of assets directly serving production, business, and services of the Cooperative; the value of these assets and the remaining capital and funds of the Cooperative are allocated as contributions from members and transferred to the new Management Board or managed and used by the Commune People's Committee according to the resolution of the Member Congress.

2. In case the Member Congress decides not to maintain the Cooperative, all undivided assets must be handed over to the local Commune People's Committee for communal use. The remaining value of other assets and funds of the Cooperative, after settling all debts and fulfilling obligations to the State, will be distributed to members.

Handling capital and assets of non-agricultural Cooperatives:

Article 8. In case the Member Congress approves the decision to convert the Cooperative, the share capital contributed by members previously will be recalculated as contributions for members. The common accumulated capital of the Cooperative is divided into two parts: one part remains as common ownership; the remaining part supplements the contributions of members according to their efforts. The ratio between the two parts and the specific distribution plan are decided by the Member Congress, but the ratio of assets and capital retained as common ownership must not be less than 50%.

1. Remaining debts not yet resolved are transferred to the new Cooperative for continued resolution.

Number 2. In case the Member Congress approves the decision to dissolve the Cooperative, the entire recognized asset value must be handed over to the local authority for use in local economic development.

Remaining capital and funds after settling debts, fulfilling State obligations, and liquidation costs will be distributed to members according to their contributions to the Cooperative. The distribution plan for members is decided by the Member Congress.

Number If the remaining asset, capital, and fund value is insufficient to pay off debts, it will be resolved according to the bankruptcy law for enterprises.

Debts of the Cooperative include receivables and payables and are handled as follows:

Article 9. 1. The Preparatory Board for Conversion must collect complete documentation to accurately identify all debts of the Cooperative, clarify types of debts, forms of debts, sources of debts, and nature of debts. In cases where members owe the Cooperative, the Preparatory Board will consider recommending the Member Congress to decide on waiving or reducing debts for policy targets and certain specific cases, while proposing measures to recover debts and setting repayment deadlines for those who owe.

1. The Provisional Board must collect complete and accurate records to determine all debts of the Cooperative, clarify types of debt, forms of debt, sources of debt, and nature of debt. In cases where members owe the Cooperative, the Provisional Board shall consider and propose to the Members' Congress to decide on debt relief for policy beneficiaries and certain specific cases, while also formulating measures to recover debts and setting repayment deadlines for those who are required to repay.

In case a Cooperative owes the State, the Management Board must establish a debt repayment plan and identify the person or organization responsible for repaying the debt.. For Cooperative debts to the State with clear origins that cannot be paid, the Cooperative's Management Board shall request the competent state authority to consider writing off, reducing, or deferring payment for each specific debt.

Debts owed to the State by a Cooperative from loans taken from state-owned banks for infrastructure construction serving the community are transferred to local authorities along with the project for them to continue handling according to the State's general policy.

3. In cases where the Cooperative decides to transfer unsettled debts, they will be transferred to the new Cooperative for continued processing in accordance with the resolution of the Member Assembly.

4. In cases of dissolution of a Cooperative, all debts must be settled through formal procedures; if the Cooperative is unable to settle its debts, it shall be handled in accordance with the law on corporate bankruptcy.

AND The Finance Department is responsible for guiding the implementation of Clause 2, Article 9 of this Decree.

Article 10. Handling land use rights:

1. When converting a Cooperative, the handling of land use rights must ensure the interests of the land users in accordance with the laws on land.

2. In cases where the Cooperative decides to change its business registration under the Law on Cooperatives, the Cooperative must prepare a dossier to submit to the People's Committee at the appropriate level for consideration of the procedures for issuing certificates of land use rights or land leases in accordance with the laws on land.

3. In cases of dissolution of non-agricultural Cooperatives, the land area currently being used must be returned to the People's Committee that granted the land; after dissolution, members wishing to establish a new Cooperative must proceed with the necessary procedures to obtain land allocation or leasing in accordance with the laws on land.

4. In cases where the Cooperative was previously allocated or leased land but used it for purposes other than those intended, such cases shall be handled in accordance with current laws on land.

Article 11. - All complaints and disputes between members and the old Management Board, between the Cooperative and related parties, shall be resolved by the competent authority in accordance with the law.

Chapter III

BUSINESS REGISTRATION FOR COOPERATIVES

Article 12.

1. Cooperatives in all sectors and fields of the national economy must comply with business registration requirements under the law.

2. Cooperatives seeking to engage in businesses specified in Article 13 of this Decree must obtain permission from the Prime Minister and submit an application for a Business Registration Certificate to the People's Committee of the province or city where the Cooperative is located.

Other Cooperatives not engaging in businesses specified in Article 13 may apply for a Business Registration Certificate at the People's Committee of the district or county where they are located.

Article 13.

1. In addition to industries prohibited by law, Cooperatives engaging in the following industries must obtain permission from the Prime Minister:

a) Explosives, poisons, toxic chemicals, radioactive materials;

b) Gold and gemstone mining;

c) Production of broadcasting, communication, radio, television, and publishing equipment;

d) Long-distance shipping and air cargo transportation;

e) Exclusive import-export trade;

Policy Bureau, General Political Department International tourism.

2. Cooperatives engaging in industries specified in Clause 1 of this Article must have a minimum statutory capital for each industry as follows:

a) Production of explosives, poisons, toxic chemicals, radioactive materials: 600 million VND;

b) Gold and gemstone mining: 600 million VND;

c) Production of broadcasting, communication, radio, television, and publishing equipment: 600 million VND;

d) Long-distance shipping and air cargo transportation: 10 billion VND;

e) Exclusive import-export trade: 1 billion VND;

f) International tourism: 500 million VND.

Article 14. Industries requiring a practice license as stipulated by law shall be issued by the Ministry or Provincial Department in charge of the relevant industry before the Cooperative applies for a Business Registration Certificate.

Article 15.

1. 5. Certificate of archival business inspection results The application for a Business Registration Certificate for industries specified in Article 13 includes:

a) A business registration form accompanied by a record of approval at the Member Assembly;

b) Bylaws approved by the Member Assembly (two copies);

c) List of the Management Board (Board of Directors), Chairperson, and members of the Supervisory Board; list of members with their contribution levels (stated capital as prescribed in Clause 4, Article 16 of the Law on Cooperatives);

d) Production, business, and service plans;

e) Practice license (for certain industries as required by law);

f) Confirmation letter from the People's Committee of the commune regarding ownership or use rights of the Cooperative's headquarters.

2. The Cooperative submits the application for a Business Registration Certificate to the Provincial Department of Planning and Investment where the main office is planned to be located. Within thirty days of receiving a complete application, the Department of Planning and Investment seeks opinions from the relevant Provincial Department and reports to the People's Committee of the province or city for review and submission of the application to the Ministry in charge of the relevant industry. If the Cooperative engages in multiple industries as specified in Article 13 of this Decree, the People's Committee of the province or city forwards the application for a Business Registration Certificate to the Ministry in charge of the industry with the highest statutory capital requirement. The Ministry in charge of the relevant industry provides comments and reports to the Prime Minister; the Prime Minister reviews and makes a decision, which is communicated to the People's Committee of the province or city to confirm the Bylaws and issue the Business Registration Certificate to the Cooperative. In case of rejection, the People's Committee of the province or city must also respond in writing to the Cooperative.

Article 16. Applications for business registration in industries not covered by Article 13 of this Decree shall be processed in accordance with Articles 15 and 16 of the Law on Cooperatives. The Cooperative submits the application for a Business Registration Certificate to the District Department of Planning and Investment where the main office is planned to be located.

Within fifteen days of receiving a complete application, the District Department of Planning and Investment reports to the People's Committee of the district or county for review, confirmation of the Bylaws, and issuance of the Business Registration Certificate to the Cooperative. In case of rejection, the People's Committee of the district or county must also respond in writing to the Cooperative.

Article 1 7. Re-registration for cooperatives that have undergone transformation:

1. Cooperatives engaged in business activities specified in Article 13 of this Decree shall submit applications for business registration certificates to the People's Committee of the province or city. The application forms and procedures shall be carried out in accordance with Clause 1 and Clause 2 of Article 15 of this Decree.

Cooperatives engaged in business activities not covered by Article 13 shall apply for business registration certificates at the People's Committee of the district or county. The application for business registration shall comply with Clause 1 of Article 15 and Article 16 of this Decree and the resolution of the member assembly regarding re-registration of the cooperative.

2. Cooperatives shall submit their applications to the competent agency for planning and investment; within 15 days from the date of receiving valid applications, the agency for planning and investment shall submit them to the People's Committee at the same level for examination, confirmation of the Charter, issuance of new business registration certificates for the cooperatives, and recovery of old business registration certificates.

Article 18. Registration for subordinate units of cooperatives:

1. Cooperatives wishing to establish subordinate business units (branches, stations, farms...) within the province where the main office of the cooperative is located must obtain approval from the People's Committee of the commune where the unit intends to locate its headquarters; in cases where the subordinate unit is located in another province, it must obtain approval from the People's Committee of the province or city where the unit intends to locate its headquarters. Subordinate units of cooperatives must register with the People's Committee of the district or county where they are located.

a) Achievement certificates of individuals or groups proposed for reward; Application forms for business registration of subordinate business units include:

Request for establishment of headquarters;

Copy of the business registration certificate of the cooperative;

Copy of the cooperative's Charter;

Regulations on functions and responsibilities of the subordinate unit and the name of the person in charge;

Certificate of authority to use the headquarters issued by the competent People's Committee.

Subordinate units can only operate in industries and services specified in the cooperative's business registration certificate.

The person in charge of the subordinate unit shall submit the application form to the Planning and Investment Department of the district or county where the subordinate business unit is located.

Within 7 days, the Planning and Investment Department shall submit the application for business registration of the subordinate business unit to the People's Committee of the district or county for examination and issuance of a business registration certificate.

3. Establishment of representative offices of cooperatives in both domestic and foreign areas must comply with current regulations of the Government applicable to enterprises.

End of 19. When changing the content of production, business, and service activities already registered, cooperatives must update their Charters and register with the agency that issued the business registration certificate for the cooperative.

Article 20. Cơ The agency issuing the business registration certificate must send copies of the business registration certificate and declarations of changed contents to the higher-level business registration agency, tax agency, statistics agency, and industry management agency at the same level within 7 days from the date of issuing the business registration certificate, re-registering business units, and registering changes in contents.

Article 21. Cooperatives have the obligation to report in accordance with the Accounting and Statistics Ordinance and submit reports to the agency that issued the business registration certificate.

Chapter IV

ESTABLISHMENT, BUSINESS REGISTRATION,

ORGANIZATION AND ACTIVITIES FOR COOPERATIVE LEAGUES

Article 22.

A cooperative league is an economic organization voluntarily established by cooperatives and registered to operate under the Law on Cooperatives and the provisions of this Decree. Cooperative leagues must meet the following conditions:

4. Criminal record. At least three member cooperatives participating in capital contribution; having relations with each other in technology, production, business, and service industries.

2. The charter capital of a cooperative league must not be less than one billion Vietnamese dong.

The Charter of the Cooperative Federation must comply with the provisions of the Law on Cooperatives and the model Charter for cooperatives in the same industry.

Article 23.

1. Founders establishing a Cooperative Federation shall submit a written report to the People's Committee of the district or county where the Federation is intended to be headquartered regarding their intention to establish the Federation, its objectives, directions, and operational plans. Within seven days from the date of receipt of the request, the People's Committee of the district or county must notify the founders of its decision to approve or not approve the establishment of the Cooperative Federation.

2 . In case the People's Committee of the district or county approves, the founders shall proceed to promote and mobilize voluntary participation of cooperatives in the Federation, develop production, business, and service plans; draft the Charter of the Cooperative Federation and carry out other necessary tasks to organize the founding assembly of the Cooperative Federation.

3. The founding assembly of the Cooperative Federation shall be organized by the founders; participants include member cooperatives and representatives of the People's Committee of the district or county where the Federation is headquartered.

The assembly discusses and votes by majority on the following issues:

Production, business, and service plans and operational plans of the Cooperative Federation; Charter of the Cooperative Federation, name, logo, organizational structure of the Federation, list of member cooperatives; economic units directly under the Federation.

Electing the Board of Directors, General Director, and Supervisory Board of the Cooperative Federation.

Approving the minutes of the founding assembly of the Cooperative Federation.

Article 24.

1. For Cooperative Federations engaging in businesses not specified in Article 13 of this Decree, they shall apply for a Business Registration Certificate at the People's Committee of the province or city and in accordance with Article 23 of this Decree. The Federation shall submit the application to the Department. and the Ministry of Finance provide guidance on the transfer and repayment of capital for. Within fifteen days from the date of receipt of a valid application, the Department of Planning and Investment seeks opinions from the relevant Provincial Department Relevant industry management agency shall submit to the People's Committee of the province or city for examination to confirm the Charter and issue a Business Registration Certificate for the Cooperative Federation:

2. For Cooperative Federations engaging in businesses as specified in Article 13 of this Decree, they must obtain approval from the Prime Minister. Procedures, documents, and deadlines for applying for a Business Registration Certificate shall be carried out in accordance with Article 15 of this Decree.

3. Establishing subordinate business units by Cooperative Federations shall be implemented according to the provisions of Article 18 of this Decree. In cases of changes to registered contents, reporting requirements shall be applied according to the provisions of Articles 19 and 20 of this Decree.

Article 25

Existing Cooperative Federations must go through procedures to reapply for a Business Registration Certificate in accordance with the Law on Cooperatives and this Decree. If a Cooperative Federation does not meet the conditions stipulated in Article 22 of this Decree and is inconsistent with the provisions of the Law on Cooperatives, it must take corrective measures or register to operate under other types of enterprises as prescribed by law.

Article 26. The organization of the transformation of existing Cooperative Federations and the handling of property, debts, and land issues shall be conducted in accordance with the regulations for cooperative transformations as stipulated in this Decree.

Article 27. To ensure that cooperatives and Cooperative Federations register their operations in compliance with the Law on Cooperatives and this Decree, any individual or organization engaging in fraudulent acts or obstructing cooperatives and Cooperative Federations from registering or re-registering, or registering non-cooperatives or non-Cooperative Federations to operate shall be dealt with according to the law.

Chapter V

IMPLEMENTING PROVISIONS

Article 28.

The People's Committee of the province or centrally-administered city shall establish a Steering Committee to implement the transformation and re-registration of cooperatives and Cooperative Federations at provincial, municipal, district, and county levels. These Committees shall be headed by a Deputy Chairman, with members being representatives of relevant management sectors; inviting representatives of the Provincial or Municipal Cooperative Alliance, Farmers' Association, and People's Council to participate. The Steering Committee is responsible for developing plans and directing the implementation of cooperative and Cooperative Federation transformations within their respective regions. The Steering Committee will be dissolved when all cooperatives and Cooperative Federations have completed their transformations and re-registrations.

Ministries managing economic technical sectors, and ministries managing comprehensively according to their functions and responsibilities shall be responsible for guiding and implementing the provisions of this Decree.

The Ministry of Planning and Investment shall be responsible for monitoring and compiling reports to the Prime Minister.

Article 29.

1. This Decree takes effect fifteen days after the date of signature. Previous regulations contrary to this Decree are abolished.

2. Within twelve months from the date this Decree takes effect, all cooperatives and Cooperative Federations must re-register. After this period, if any cooperative or Cooperative Federation has not re-registered, it will lose its legal status to operate.

Ministers, Heads of agencies equivalent to ministries, heads of government agencies, Chairmen of the People's Committees of provinces and centrally-administered cities, and the Chairman of the Vietnam Cooperative Alliance are responsible for enforcing this Decree./.