Decree No. 172/2013/NĐ-CP On the establishment, restructuring, and dissolution of state-owned single-member limited liability companies and single-member limited liability companies that are subsidiaries of state-owned single-member limited liability companies.

DECREE

Von việc thành lập, tổ chức lại, giải thể công ty trách nhiệm hữu hạn một thành viên do nhà nước làm chủ sở hữu

và công ty trách nhiệm hữu hạn một thành viên là công ty con của công ty trách nhiệm hữu hạn

with one member N |||water enterprises

________________________

Pursuant to the Law T, amended and supplemented by Decree No. 109/2025/NĐ-CP and Decree No. 193/2025/NĐ-CP dated December 25, 2001;

Pursuant to the Law Domestic air passenger transport service on regular basic economy classenterprises on the 29thJune 2024;energy 1Pursuant to Resolution No. 74/2018/QH14 dated November 20, 2018 of the National Assembly on the sixth session of the 14th National Assembly;

1. Regarding social housing: The People's Committee of Hanoi City shall base on the urban planning, urban development area on both sides of Vo Nguyen Giap Road, urban development plan, and actual needs to allocate social housing projects within the urban development area on both sides of the road, ensuring the prescribed ratio according to the law.policies 13 ||| Investmentto Investment;

Chính phủ ban hành Nghị định về thành llập, tổ chức lại, giải thể công ty trách, amended and supplemented by Decree No. 109/2025/NĐ-CP and Decree No. 193/2025/NĐ-CP nhiệm hữu hạn một thành viên do Nhà nướcJune 2024;làm chủ sở hữu và công ty trách nhiệm hữu hạn một thành viên llà công ty con của công ty trách nhiệm hữu hạn một thành viên do Nhà nước làm chủ sở hữu lNghị định này quy định về điều kiện, trình tự, thủ tục thành lập, tổ chức lại, giải thể công ty trách nhiệm hữu hạn một thành viên do Nhà nước làm chủ sở hữu và công ty trách nhiệm hữu hạn một thành viên là công ty con của công ty trách nhiệm hữu hạn một thành viên do Nhà nước làm chủ sở hữu (sau đây gọi tắt là công ty trách nhiệm hữu hạn một thành viên).,

PART I

GENERAL PROVISIONS

Article 1. Scope of Regulation

Đối tượng áp dụng Nghị định này bao gồm:

Article 2. Applicability

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

2. Công ty trách nhiệm hữu hạn một thành viên là công ty con của công ty trách nhiệm hữu hạn một thành viên do Nhà nước làm chủ sở hữu.

3. Các tổ chức, cá nhân có liên quan đến việc thành lập, tổ chức lại, giải thể các công ty trách nhiệm hữu hạn một thành viên quy định tại Khoản 1 và Khoản 2 Điều này.

Điều 3. Áp dụng pháp luật có liên quan

Trường hợp có sự khác nhau giữa các quy định của Nghị định này và các quy định của pháp luật về Tập đoàn kinh tế nhà nước, Tổng công ty nhà nước thì áp dụng theo quy định của pháp luật về Tập đoàn kinh tế nhà nước, Tổng công ty nhà nước.

THÀNH LẬP CÔNG TY TRÁCH NHIỆM HỮU HẠN MỘT THÀNH VIÊN

Chapter II

Điều 4. Điều kiện thành lập công ty trách nhiệm hữu hạn một thành viênViệc thành lập công ty trách nhiệm hữu hạn một thành viên chỉ được xem xét khi đáp ứng đủ các điều kiện sau:

1. Thuộc ngành, lĩnh vực, địa bàn được xem xét thành lập công ty trách nhiệm hữu hạn một thành viên quy định tại Điều 5 Nghị định này.

2. Đảm bảo đủ vốn điều lệ quy định tại Điều 6 Nghị định này.

3. Có Hồ sơ hợp lệ quy định tại Điều 7 Nghị định này và được Thủ tướng Chính phủ phê duyệt.

4. Việc thành lập công ty trách nhiệm hữu hạn một thành viên phù hợp với quy hoạch, chiến lược phát triển ngành, lĩnh vực và vùng kinh tế.

Điều 5. Ngành, lĩnh vực, địa bàn được xem xét thành lập công ty trách nhiệm hữu hạn một thành viên

1. Công ty trách nhiệm hữu hạn một thành viên được xem xét thành lập ở những ngành, lĩnh vực, địa bàn sau:

a) Ngành, lĩnh vực, địa bàn trực tiếp phục vụ quốc phòng, an ninh theo quy định của Chính phủ;

b) Truyền tải hệ thống điện quốc gia; nhà máy thủy điện đa mục tiêu, nhà máy điện hạt nhân có ý nghĩa đặc biệt quan trọng về kinh tế - xã hội gắn với quốc phòng, an ninh;

c) Quản lý, khai thác hệ thống kết cấu hạ tầng đường sắt quốc gia, đường sắt đô thị; các cảng hàng không; cảng biển tổng hợp quốc gia, cửa ngõ quốc tế;

d) Quản lý điều hành bay; điều hành vận tải đường sắt quốc gia, đường sắt đô thị;

đ) Bảo đảm hàng hải;

e) Cung ứng dịch vụ bưu chính công ích;

g) Xuất bản (không bao gồm lĩnh vực in và phát hành xuất bản phẩm);

h) In, đúc tiền;

i) Quản lý, khai thác hệ thống công trình thủy lợi, thủy nông liên tỉnh, liên huyện, kè đá lấn biển;

k) Hậu cần biển đảo;

l) Quản lý, duy tu công trình đê điều, phân lũ và phòng chống thiên tai;

m) Trồng và bảo vệ rừng đầu nguồn, rừng phòng hộ, rừng đặc dụng;

n) Những ngành, lĩnh vực, địa bàn phục vụ cho việc ổn định và chiến lược phát triển kinh tế - xã hội của đất nước trong từng thời kỳ hoặc các ngành, lĩnh vực, địa bàn khác theo quyết định của Thủ tướng Chính phủ.

2. Công ty trách nhiệm hữu hạn một thành viên được xem xét thành lập công ty con là công ty trách nhiệm hữu hạn một thành viên để phát triển, nắm giữ các bí quyết kinh doanh, công nghệ phục vụ trực tiếp việc thực hiện các nhiệm vụ, ngành, nghề kinh doanh chính của công ty mẹ.

Điều 6. Mức vốn điều lệ của công ty trách nhiệm hữu hạn một thành viên khi thành lập

1. Công ty trách nhiệm hữu hạn một thành viên khi thành lập phải có mức vốn điều lệ không thấp hơn 100 tỷ đồng.

3. Amend Clause 3 Article 2 as follows:i2. Trường hợp kinh doanh những ngành, nghề đòi hỏi phải có vốn pháp định thì ngoài điều kiện quy định tại Khoản 1 Điều này, vốn điều lệ của công ty trách nhiệm hữu hạn một thành viên khi thành lập không thấp hơn mức vốn pháp định quy định đối với ngành, nghề kinh doanh đó.No.3. Đối với công ty trách nhiệm hữu hạn một thành viên hoạt động trong một số ngành, lĩnh vực, địa bàn đặc thù hoặc sản xuất và cung ứng sản phẩm, dịch vụ công ích thì vốn điều lệ có thể thấp hơn mức quy định tại Khoản 1 Điều này nếu có ý kiến chấp thuận của Thủ tướng Chính phủ. lof a joint stock company with a single memberi establishment

1. A joint stock company with a single member must have a registered capital of not less than 100 billion VND upon establishment.

2. In cases where business activities require a statutory capital, in addition to the conditions stipulated in Clause 1 of this Article, the registered capital of a joint stock company with a single member upon establishment must be not less than the statutory capital prescribed for such business activities.

3. For a joint stock company with a single member operating in certain specific industries, fields, areas, or producing and supplying public goods and services, the registered capital may be lower than that specified in Clause 1 of this Article if approved by the Prime Minister.

Article 7. Documents for requesting the establishment of a limited liability company with one member

1. The documents for requesting the establishment of a limited liability company with one member to be submitted to the entity responsible for establishing the company include:

a) A proposal for the establishment of a limited liability company with one member;

b) The project for establishing a limited liability company with one member as stipulated in Clause 2 of this Article;

c) The draft Charter of the limited liability company with one member as stipulated in Clause 3 of this Article.

2. The project for establishing a limited liability company with one member must contain the following main contents:

a) Legal basis and necessity for establishing the company;

b) Name, organizational management model, and duration of operation of the company;

c) Location of the company's headquarters, location of construction of production and business facilities, and land area used; branches and representative offices of the company;

d) Tasks assigned by the State; business sectors and activities; list of products and services provided by the company;

đ) Economic and social impact assessment and suitability of the company's establishment with industry and sector development plans and regional economic strategies;

e) Market conditions, demand, and market prospects for each type of product and service provided by the company; planned application of technology to production and business operations; production and business plans and investment development plans for five years after establishment;

g) Estimated total investment capital; registered capital amount; sources and methods of raising additional capital outside initial state investment capital; capital repayment plan; capital requirements and measures to generate working capital for the company;

h) Ability to supply labor, raw materials, materials, energy, technology, and other necessary conditions for the company's operation after establishment.

3. The draft Charter of a limited liability company with one member includes the following main contents:

a) Name, address, headquarters of the company; legal form and legal personality of the company; branches and representative offices (if any);

b) Objectives of operation; tasks assigned by the State and business sectors and activities;

c) Registered capital and methods of adjusting registered capital;

d) Legal representative of the company;

đ) Rights and obligations of the company's owner;

e) Rights and obligations of the company;

g) Management structure of the company;

h) Rights and obligations of the Chairman and members of the Board of Members or the Chairman of the company, Supervisor, General Director, and other managerial positions of the company;

i) Financial operation mechanisms, principles for using profits and handling losses in business operations of the company; bases and methods for determining remuneration, salaries, and bonuses for managers and Supervisors;

k) Situations for restructuring, dissolution, ownership transfer, and asset liquidation procedures of the company;

l) Procedures for passing decisions of the company; principles for resolving internal disputes;

m) Procedures for amending and supplementing the company's Charter;

n) Other provisions decided by the agency or organization entrusted with the rights and obligations of the company's owner but not contrary to legal regulations.

4. In cases where the establishment of a limited liability company with one member is linked to the formation of an investment project, the investment procedures shall be carried out in accordance with the laws on investment.

5. In cases where a limited liability company with one member belongs to a Ministry, an agency at the level of a ministry, or a government agency (hereinafter referred to as "Ministry"), People's Committee of a province; a limited liability company with one member that is a subsidiary of another limited liability company with one member, the documents submitted to the Prime Minister for consideration and approval include: Proposal for the establishment of a limited liability company with one member and Project for establishing a limited liability company with one member.

Article 8. The person proposing to establish a limited liability company with one member

The Minister, Head of a ministerial-level agency, Head of an agency under the Government (hereinafter collectively referred to as the Minister), Chairman of the People's Committee of a province or centrally governed city (hereinafter collectively referred to as the Chairman of the provincial People's Committee), Board of Members or Chairman of the company of a limited liability company with one member owned by the State (in the case of establishing a subsidiary as a limited liability company with one member) is the person proposing to establish a limited liability company with one member.

Article 9. Authority to decide on the establishment of a limited liability company with one member

1. The Prime Minister decides on the establishment of a limited liability company with one member that is a state economic group and the State Capital Investment Corporation.

2. The Minister, Chairman of the provincial People's Committee decides on the establishment of a limited liability company with one member outside the objects specified in Clause 1 and Clause 3 of this Article.

3. The Board of Members or Chairman of the company decides on the establishment of a subsidiary as a limited liability company with one member.

Article 10. Examination of the application dossier for establishing a limited liability company with one member

1. Examination of the application dossier for establishing a limited liability company with one member is the process of checking and evaluating the suitability of establishing a limited liability company with one member in accordance with legal regulations, planning, industry and sector development strategies, and economic region development plans to serve as a basis for the authority to consider and decide.

The person proposing to establish a limited liability company with one member is responsible for the accuracy of the content and data in the application dossier for establishing a limited liability company with one member.

2. Agencies participating in the examination of the application dossier for establishing a limited liability company with one member:

a) Ministry of Planning and Investment;

b) Ministry of Finance;

c) Ministry of Labor, Invalids and Social Affairs;

d) Ministry of Home Affairs;

đ) Industry management ministry;

e) People's Committee of the province where the limited liability company with one member intends to locate its headquarters;

g) In cases where necessary, the agency in charge of examining the application dossier for establishing a limited liability company with one member has the right to request additional relevant agencies and organizations to participate in the examination of the dossier.

3. The agency in charge of examining the application dossier for establishing a limited liability company with one member and the participating agencies are responsible for the results of the examination and their opinions.

Article 11. Procedure for establishing a limited liability company with one member decided by the Prime Minister

1. The industry management ministry prepares five original dossiers proposing to establish a limited liability company with one member in accordance with Clause 1 of Article 7 of this Decree and sends them to the Ministry of Planning and Investment for examination.

2. After receiving all the dossiers proposing to establish a limited liability company with one member, the Ministry of Planning and Investment is responsible for taking the opinions of the Ministry of Finance, Ministry of Labor, Invalids and Social Affairs, Ministry of Home Affairs, People's Committee of the province where the limited liability company with one member intends to locate its headquarters, and other related agencies and organizations (if necessary).

Within fifteen working days from the date of receipt of the dossiers proposing to establish a limited liability company with one member, the relevant agencies send their participation opinions on matters within their functions and responsibilities to the Ministry of Planning and Investment for consolidation and preparation of the examination report.

3. Within ten working days from the date of receipt of the opinions of the relevant agencies, the Ministry of Planning and Investment submits the examination report on the dossiers proposing to establish a limited liability company with one member to the Prime Minister for approval, while sending it to the industry management ministry for consideration of the examination opinions.

In cases where there are differing opinions on the main contents of the dossiers, the Ministry of Planning and Investment organizes meetings with the relevant agencies before submitting the examination report to the Prime Minister; the time may be extended by up to ten working days.

4. The industry management ministry explains the adoption of the examination opinions of the Ministry of Planning and Investment, completes the dossier for submission to the Prime Minister for consideration and decision.

Article 12. Procedure for establishing a limited liability company with one member decided by a Ministry or Provincial People's Committee

1. A Ministry or Provincial People's Committee shall prepare five original sets of the application file for establishing a limited liability company with one member in accordance with Clause 5, Article 7 of this Decree and shall take the lead in soliciting opinions from the Ministry of Planning and Investment, the Ministry of Finance, the Ministry of Labor, Invalids and Social Affairs, the Ministry of Home Affairs, and the industry management ministry (in case of a limited liability company with one member established by a Provincial People's Committee) or the Provincial People's Committee where the limited liability company with one member plans to locate its headquarters (in case of a limited liability company with one member established by an industry management ministry).

2. Within ten working days from the date of receipt of the application file for establishing a limited liability company with one member, relevant agencies shall send their comments on matters within their functional scope to the Ministry or Provincial People's Committee.

3. Within ten working days from the date of receipt of the comments from relevant agencies, the Ministry or Provincial People's Committee shall prepare a report on the review and explanation of the adoption of the comments from relevant agencies, complete the application file for establishing a limited liability company with one member, and submit it to the Prime Minister for consideration and approval.

4. In case the Prime Minister approves the project for establishing a limited liability company with one member, the Minister or Chairman of the Provincial People's Committee shall issue a decision to establish the limited liability company with one member within thirty working days from the date of approval of the project.

Article 13. Procedure for establishing a limited liability company with one member decided by the Board of Members or the Company ChairDeputy ministers of ministerial-level agencies, 1. For the establishment of a subsidiary limited liability company with one member of a parent limited liability company with one member established by the Prime Minister:

a) The parent company shall prepare five original sets of the application file for establishing a subsidiary limited liability company with one member in accordance with Clause 5, Article 7 of this Decree and submit them to the industry management ministry for review;

b) After receiving all the application files for establishing a subsidiary limited liability company with one member, the industry management ministry shall take the lead in soliciting opinions from the Ministry of Planning and Investment, the Ministry of Finance, the Ministry of Labor, Invalids and Social Affairs, and the Ministry of Home Affairs;

Within ten working days from the date of receipt of the application files, relevant agencies shall send their comments on matters within their functional scope to the industry management ministry;

c) Within ten working days from the date of receipt of the comments from relevant agencies, the industry management ministry shall prepare a report on the review and explanation of the adoption of the comments from relevant agencies, complete the application file for establishing a limited liability company with one member, and submit it to the Prime Minister for consideration and approval;

d) In case the Prime Minister approves the project for establishing a subsidiary limited liability company with one member, the Board of Members or the Chair of the parent company shall issue a decision to establish the subsidiary limited liability company with one member within thirty working days from the date of approval of the project.

2. For the establishment of a subsidiary limited liability company with one member of a parent limited liability company with one member under a Ministry or Provincial People's Committee:

a) The parent company shall prepare six original sets of the application file for establishing a subsidiary limited liability company with one member in accordance with Clause 5, Article 7 of this Decree and submit them to the Ministry or Provincial People's Committee for review;

b) After receiving all the application files for establishing a subsidiary limited liability company with one member, the Ministry or Provincial People's Committee shall take the lead in soliciting opinions from the Ministry of Planning and Investment, the Ministry of Finance, the Ministry of Labor, Invalids and Social Affairs, the Ministry of Home Affairs, and the industry management ministry (in case the parent company is established by a Provincial People's Committee) and shall implement the procedures and steps stipulated in Clause 2 and Clause 3 of Article 12 of this Decree to submit the proposal to the Prime Minister for consideration and approval of the policy;

c) In case the Prime Minister approves the policy for establishing a subsidiary limited liability company with one member, the Board of Members or the Chair of the parent company shall issue a decision to establish the subsidiary limited liability company with one member within thirty working days from the date of approval of the policy.

c) In cases where the Prime Minister approves the establishment of a subsidiary as a joint stock company with a single member, the Board of Members or the Chairman of the parent company shall issue a decision to establish the subsidiary as a joint stock company with a single member within thirty working days from the date of approval of the establishment plan.

Article 14. Decision to establish a limited liability company with one member

1. The decision to establish a limited liability company with one member must include the following main contents:

a) The name of the limited liability company with one member, including the full name in Vietnamese, the name in a foreign language, and the abbreviated name (if any);

b) Type of company;

c) The main office address of the company;

d) State-assigned tasks; business sectors and trades;

đ) Registered capital;

e) Organizational structure and management machinery of the company;

g) Names and addresses of branches and representative offices (if any);

h) Names and main office addresses of subsidiaries and associated companies.

2. At the same time as issuing the decision to establish a limited liability company with one member, the authorized person approves the Company Charter, appoints the Chairman and members of the Board of Members or the Chairman of the company.

Article 15. Business registration andf) Handle issues related to the submission and receipt of statistical reports, ensuring the exploitation and use of related statistical data for units and individuals; record business operations of a limited liability company with one member

1. After the authorized person issues the decision to establish a limited liability company with one member, approves the Company Charter, appoints the Chairman and members of the Board of Members or the Chairman of the company, the limited liability company with one member shall proceed with business registration procedures in accordance with the provisions of the law.

2. A limited liability company with one member has the right to conduct business from the date it is issued a Business Registration Certificate. For business sectors and trades with conditions, a limited liability company with one member has the right to conduct such business sectors and trades from the date the competent state agency grants permission or meets the business conditions as prescribed.

Chapter III

REORGANIZATION AND TEMPORARY SUSPENSION OF BUSINESS OPERATIONS OF A LIMITED LIABILITY COMPANY WITH ONE MEMBER

Article 16. Reorganization of a limited liability company with one membery 1. Forms of reorganization of a limited liability company with one member include: Merger, consolidation, division, spin-off, conversion into a joint-stock company, conversion into a limited liability company with two or more members, and reorganization in the form of a parent company - subsidiary company.

2. The forms of reorganization of a limited liability company with one member stipulated in this Decree include:

a) Merger of a limited liability company with one member:

Two or several limited liability companies with one member (referred to as the merged companies) may merge into a new limited liability company with one member (referred to as the merged company) by transferring all assets, rights, obligations, and lawful interests to the merged company, while simultaneously ceasing the existence of the merged companies;

b) Consolidation of a limited liability company with one member:

One or several limited liability companies with one member (referred to as the consolidated companies) may consolidate into another limited liability company with one member (referred to as the consolidating company) by transferring all assets, rights, obligations, and lawful interests to the consolidating company, while simultaneously ceasing the existence of the consolidated companies;

c) Division of a limited liability company with one member:

One limited liability company with one member (referred to as the divided company) may be divided into two or several new limited liability companies with one member (referred to as the divided companies) by transferring part of the assets, rights, obligations, and lawful interests of the divided company to the divided companies, while simultaneously ceasing the existence of the divided company;

d) Spin-off of a limited liability company with one member:

One limited liability company with one member (referred to as the spun-off company) may spin off to establish one or several new limited liability companies with one member (referred to as the spun-off companies) by transferring part of the assets, rights, obligations, and lawful interests of the spun-off company to the spun-off companies without ceasing the existence of the spun-off company.

3. The forms of reorganization of a limited liability company with one member into a joint-stock company, a limited liability company with two or more members, and the conversion of a limited liability company with one member or a group of companies in the form of a parent company - subsidiary company shall be carried out in accordance with other regulations of the Government.

3. The restructuring forms of transforming a joint stock company with a single member into a joint stock company, a joint stock company with two or more members, and the conversion of a joint stock company with a single member or a group of companies into a parent-subsidiary structure shall be carried out in accordance with other regulations of the Government.

Article 17. Conditions for restructuring a single-member limited liability company

A single-member limited liability company may be restructured when it meets the following conditions:

1. The restructuring of a single-member limited liability company must be consistent with the overall plan on the reorganization, renovation, and restructuring of state-owned enterprises that has been approved by the Prime Minister; in cases where the restructuring of a single-member limited liability company is not specified in the overall plan on the reorganization, renovation, and restructuring of state-owned enterprises, the agency deciding to establish the single-member limited liability company shall submit the matter to the Prime Minister for consideration and decision.

2. New single-member limited liability companies formed after splitting or dividing a single-member limited liability company must meet the conditions for establishing a single-member limited liability company as stipulated in Clause 1, Clause 2, and Clause 4, Article 4 of this Decree.

3. The restructuring shall not reduce the registered capital of the single-member limited liability company.

Article 18. Authority to issue decisions on restructuring a single-member limited liability company

1. In cases where a single-member limited liability company is restructured by the same agency or individual who decided to establish the company or was assigned to manage it (hereinafter referred to as the agency or individual deciding to establish the company), the agency or individual deciding to establish the company shall issue the decision to restructure the single-member limited liability company.

2. In cases where single-member limited liability companies are merged by different agencies or individuals who decided to establish them, the agency or individual deciding to establish the receiving company shall issue the decision to restructure based on the written agreement of the agency or individual deciding to establish the merging company.

3. In cases where single-member limited liability companies are consolidated by different agencies or individuals who decided to establish them, the agency or individual agreeing to consolidate shall exercise the rights and obligations of the owner of the consolidated company and issue the decision to restructure.

4. In cases where a single-member limited liability company is restructured by the Prime Minister's decision to establish, the Ministry of Planning and Investment shall be responsible for leading the review of the application dossier for restructuring. In cases of mergers or consolidations of single-member limited liability companies managed by different ministries, the Prime Minister shall designate the ministry managing the industry to lead the preparation of the application dossier for restructuring, to be submitted to the Prime Minister for consideration and decision.

Article 19. Application Dossier for Requesting Restructuring of a Single-Member Limited Liability Company

1. The application dossier for requesting restructuring of a single-member limited liability company includes:

a) A request for restructuring a single-member limited liability company;

b) A restructuring plan for a single-member limited liability company;

c) The audited financial statements of the previous fiscal year and the most recent quarterly financial report at the time of restructuring;

d) A draft Charter of the new single-member limited liability company;

đ) Merger or consolidation agreements as prescribed in Point a, Clause 2, Article 152 and Point a, Clause 2, Article 153 of the Enterprise Law for cases involving the merger or consolidation of single-member limited liability companies;

e) Other relevant documents related to the restructuring of a single-member limited liability company.

2. The restructuring plan for a single-member limited liability company must include the following main contents:

a) Names and addresses of single-member limited liability companies before and after restructuring;

b) The necessity of restructuring a single-member limited liability company; its consistency with the development planning of the industry, sector, and economic and social development planning in the locality and nationwide;

c) The level of registered capital of the single-member limited liability company after restructuring;

d) Plan for arranging and utilizing labor;

đ) Financial settlement plan, conversion, transfer of capital and assets, and resolution of rights and obligations of related single-member limited liability companies involved in the restructuring;

e) Time limit for implementing the restructuring of a single-member limited liability company;

g) In cases where a single-member limited liability company is divided or split to form new single-member limited liability companies, the restructuring plan for a single-member limited liability company must also include other contents as stipulated in Clause 2, Article 7 of this Decree.

Article 20. Decision on reorganizing a limited liability company with one member

1. The decision on reorganizing a limited liability company with one member must clearly stipulate the succession of rights and obligations of the reorganized limited liability company with one member.

2. The decision on reorganizing, merger contracts, and consolidation contracts of a limited liability company with one member must be sent to all creditors and notified to employees within fifteen working days from the date of approval; the decision on reorganizing a limited liability company with one member must be sent to the Ministry of Planning and Investment for consolidation.

Article 21. Procedure for merging and consolidating a limited liability company with one member

1. The procedure for merging and consolidating a limited liability company with one member established by the Prime Minister:

a) The sector management ministry as prescribed in Clause 4, Article 18 of this Decree shall direct the limited liability company with one member to prepare the application dossier for merger and consolidation in accordance with Article 19 of this Decree, and submit four original dossiers to the Ministry of Planning and Investment for examination;

b) After receiving the application dossier for merger and consolidation of a limited liability company with one member, the Ministry of Planning and Investment shall take the lead in soliciting opinions from the Ministry of Finance, the Ministry of Labor, Invalids and Social Affairs, and the Ministry of Home Affairs;

Within fifteen working days from the date of receipt of the application dossier for merger and consolidation, relevant agencies shall send their comments on matters within their functional scope to the Ministry of Planning and Investment for consolidation and preparation of the examination report;

c) Within ten working days from the date of receipt of the comments from relevant agencies, the Ministry of Planning and Investment shall submit the examination report on the application dossier for merger and consolidation of a limited liability company with one member to the Prime Minister for consideration, while sending it to the sector management ministry for adoption of the examination comments;

In case there are differing opinions on the main contents of the dossier, the Ministry of Planning and Investment shall convene a meeting with relevant agencies before submitting the examination report to the Prime Minister; the time may be extended by up to ten additional working days;

d) The sector management ministry shall explain the adoption of the examination comments of the Ministry of Planning and Investment, perfect the dossier, and submit it to the Prime Minister for consideration and decision.

2. The procedure for merging and consolidating a limited liability company with one member established by a ministry, provincial People's Committee, or decided by the Board of Members or the Chairman of the company:

a) The limited liability companies with one member shall cooperate and unify in preparing the application dossier for merger and consolidation in accordance with Article 19 of this Decree, and submit it to the agency or individual authorized to establish the company for consideration and decision;

b) Within thirty working days from the date of receipt of the application dossier for merger and consolidation, the agency or individual authorized as prescribed in Article 18 of this Decree shall examine and approve the dossier and issue a decision on the merger and consolidation of a limited liability company with one member.

3. After the decision on merger and consolidation has been made, the limited liability companies with one member shall be responsible for implementing the consolidation and merger project. For cases where the merger and consolidation of a limited liability company with one member is decided by different agencies or individuals, after the merger and consolidation dossier is approved, the legal representatives of the limited liability companies with one member shall jointly sign the merger and consolidation contract.

The company receiving the consolidation and the limited liability company with one member established based on the merger shall carry out business registration procedures in accordance with the law.

Article 22. Procedure for dividing and splitting a limited liability company with one member

1. The procedure for dividing and splitting a limited liability company with one member established by the Prime Minister's decision:

a) The sector management ministry shall direct the limited liability company with one member to prepare the Application File for Division and Splitting in accordance with Article 19 of this Decree and submit four original Application Files to the Ministry of Planning and Investment for examination;

b) After receiving the complete Application File for Division and Splitting, the Ministry of Planning and Investment shall be responsible for taking the opinions of the Ministry of Finance, the Ministry of Labor, Invalids and Social Affairs, and the Ministry of Home Affairs;

Within fifteen working days from the date of receipt of the Application File for Division and Splitting, relevant agencies shall send written comments to the Ministry of Planning and Investment regarding matters within their functional scope and responsibilities;

c) Within ten working days from the date of receipt of the opinions of relevant agencies, the Ministry of Planning and Investment shall report to the Prime Minister for examination and approval, while simultaneously sending the sector management ministry to incorporate the examination opinions;

In case there are differing opinions on the main contents of the dossier, the Ministry of Planning and Investment shall convene a meeting with relevant agencies before submitting the examination report to the Prime Minister; the time may be extended by up to ten additional working days;

d) The sector management ministry shall explain the adoption of the examination comments of the Ministry of Planning and Investment, perfect the dossier, and submit it to the Prime Minister for consideration and decision.

2. The procedure for dividing and splitting a limited liability company with one member established by a ministry, provincial People's Committee's decision or entrusted with management:

a) The limited liability company with one member shall prepare six original Application Files for Division and Splitting and submit them to the ministry or provincial People's Committee for examination;

b) After receiving the complete Application File for Division and Splitting of the limited liability company with one member, the ministry or provincial People's Committee shall take the opinions of the Ministry of Planning and Investment, the Ministry of Finance, the Ministry of Labor, Invalids and Social Affairs, the Ministry of Home Affairs, and the sector management ministry (in case the limited liability company with one member is established by the provincial People's Committee's decision), and report to the Prime Minister for consideration and approval of the division and splitting proposal according to the procedures and formalities stipulated in Clause 2 and Clause 3, Article 12 of this Decree;

c) In cases where the division and splitting proposal is approved by the Prime Minister, the minister or provincial People's Committee chairman shall issue a decision on the division and splitting of the limited liability company with one member within thirty working days from the date of approval of the proposal;

3. The procedure for dividing and splitting a limited liability company with one member established by the Board of Members or the Company Chairman:

a) For the case of dividing and splitting a subsidiary limited liability company with one member established by the Prime Minister's decision, the division and splitting procedures shall be carried out in accordance with Points a, b, and c of Clause 1, Article 13 of this Decree;

b) For the case of dividing and splitting a subsidiary limited liability company with one member established by a ministry or provincial People's Committee's decision, the division and splitting procedures shall be carried out in accordance with Points a and b of Clause 2, Article 13 of this Decree;

c) After being approved by the Prime Minister, the Board of Members or the Company Chairman of the parent company shall issue a decision on the division and splitting of the limited liability company with one member within thirty working days from the date of approval of the proposal;

4. After issuing the division and splitting decision, the limited liability company with one member shall be responsible for implementing the Division and Splitting Plan;

The limited liability company with one member established based on division and splitting shall carry out business registration procedures in accordance with the provisions of the law.

Article 23. Suspension of Business Operations for a Single-Member Limited Liability CompanyFor power plants invested under the Build-Operate-Transfer (BOT) model, n is determined according to the operational period of the power plant stipulated in the BOT contract. Single-member limited liability company

1. A single-member limited liability company shall suspend its business operations in the following cases:

a) At the request of the person deciding to establish the single-member limited liability company;

b) The business registration authority or competent state agency requests the enterprise to suspend business operations in conditional business sectors when it is found that the enterprise does not meet the conditions stipulated by law.

2. Procedures and formalities for suspending business operations of a single-member limited liability company:

After the person deciding to establish the single-member limited liability company issues a decision to suspend business operations, the single-member limited liability company shall be responsible for implementing the procedures for suspending business operations in accordance with the provisions of the law.

In case the business registration authority or competent state agency requests suspension of business operations in conditional business sectors, the single-member limited liability company shall be responsible for reporting to the person deciding to establish the company to issue a decision to suspend business operations.

Chapter IV

DISSOLUTION OF SINGLE-MEMBER LIMITED LIABILITY COMPANY

Article 24. Conditions for Dissolution of a Single-Member Limited Liability Company

1. A single-member limited liability company shall be considered for dissolution in the following cases:

a) Upon expiration of the duration of operation recorded in the Company Charter without an extension decision;

b) Revocation of the business registration certificate;

c) Operating at a loss for three consecutive years with cumulative losses equal to or greater than 3/4 of the state capital in the company, but not yet in a state of bankruptcy;

d) Failure to fulfill state tasks for two consecutive years after applying necessary measures;

e) Continued maintenance of the company is unnecessary.

2. An enterprise may only be dissolved if all debts and other financial obligations are settled.

3. The dissolution of a single-member limited liability company must comply with the overall plan on restructuring, reforming, and reorganizing state-owned enterprises approved by the Prime Minister; in cases where the dissolution of a single-member limited liability company is not provided for in the overall restructuring, reforming, and reorganizing plan of state-owned enterprises, the agency deciding to establish the single-member limited liability company must submit to the Prime Minister for consideration and decision.

Article 25. Authority to Propose Dissolution and Decide on Dissolution of a Single-Member Limited Liability Company

1. The agencies, organizations, or individuals proposing the dissolution of a single-member limited liability company (hereinafter referred to as the proposer) include:

a) The single-member limited liability company itself proposes;

b) The person deciding to establish the company or the inspection, audit, tax authorities, or other state agencies when performing their duties within their jurisdiction and discovering that the single-member limited liability company falls into a situation requiring dissolution;

c) The ministry managing the sector proposes the dissolution of a single-member limited liability company established by decision of the Prime Minister.

2. The person deciding to establish the single-member limited liability company has the authority to decide on the dissolution of the company.

Article 26. Liquidation Board for One-Member Limited Liability Company

1. The person authorized to decide on the liquidation of a one-member limited liability company must establish a Liquidation Board for One-Member Limited Liability Company (hereinafter referred to as the Liquidation Board). The Liquidation Board has the function of advising the decision-maker on the decision to liquidate the company and organizing the implementation of the liquidation process.

2. The Liquidation Board shall consist of representatives from the following agencies:

a) The Chairman of the Liquidation Board is the representative of the agency deciding on the liquidation; the Ministry of Planning and Investment shall be the Chairman of the Liquidation Board for a one-member limited liability company decided to be liquidated by the Prime Minister.

b) The relevant ministry, the Ministry of Finance, and the Ministry of Labor, Invalids, and Social Affairs for a one-member limited liability company decided to be liquidated by the Prime Minister.

c) The Ministry of Finance for a one-member limited liability company decided to be liquidated by a minister.

d) The Department of Finance, the Department of Planning and Investment, and the Department of Labor, Invalids, and Social Affairs for a one-member limited liability company decided to be liquidated by the Chairman of the Provincial People's Committee.

đ) The trade union of the one-member limited liability company being liquidated.

e) The one-member limited liability company being liquidated.

g) Depending on specific circumstances, other officials, experts, agencies, or organizations may be invited to participate in the Liquidation Board.

Article 27. Liquidation Process for One-Member Limited Liability Company

1. In cases where a one-member limited liability company meets all conditions for liquidation as stipulated in Article 24 of this Decree or has a written request for liquidation from authorized agencies or organizations, within thirty working days, the person authorized to decide on the liquidation of the company shall establish a Liquidation Board to review the request for liquidation. If the decision is not made to liquidate the one-member limited liability company, the person authorized to make such a decision must notify in writing the requester.

2. The person authorized to issue the decision to liquidate a one-member limited liability company shall follow the contents specified in Article 28 of this Decree.

3. After the decision to liquidate:

a) The one-member limited liability company shall be responsible for implementing the provisions set forth in Article 29 of this Decree.

b) The Liquidation Board shall be responsible for implementing the provisions set forth in Article 30 of this Decree.

c) The tax authority directly managing the tax collection of the company shall be responsible for issuing a confirmation document regarding the company's tax obligations within five working days from the date of receiving the request for confirmation of the company's tax obligations.

4. The Liquidation Board shall automatically cease operations when the one-member limited liability company has completed all liquidation procedures as prescribed by law and the business registration agency has removed the company's name from the business registration book.

Article 28. Decision on Liquidation of One-Member Limited Liability Company

1. The decision on the liquidation of a one-member limited liability company must include the following main contents:

a) Name and principal address of the one-member limited liability company being liquidated.

b) Reasons for liquidation.

c) Time limit and procedures for settling contracts and paying off debts of the enterprise; the time limit for debt repayment and contract settlement shall not exceed six months from the date of approval of the liquidation decision.

d) Plan for handling obligations arising from labor contracts.

đ) Full name and signature of the legal representative of the enterprise.

2. Within seven working days from the date of issuance of the decision to liquidate a one-member limited liability company, this decision must be sent to the one-member limited liability company being liquidated and:

a) The entities specified in Clause 3, Article 158 of the Enterprise Law.

b) The person requesting the liquidation of the one-member limited liability company.

c) The Ministry of Planning and Investment and the Ministry of Finance for a one-member limited liability company decided to be liquidated by a minister.

d) The Department of Planning and Investment and the Department of Finance for a one-member limited liability company decided to be liquidated by the Chairman of the Provincial People's Committee.

đ) The tax authority directly managing the tax collection of the company.

e) The provincial People's Committee, the Provincial Statistics Office, and the provincial business registration office where the one-member limited liability company being liquidated is located and the business registration office where the company's branch or representative office is located.

Article 29. Responsibilities of a single-member limited liability company being dissolved

1. Upon receiving a dissolution decision, the single-member limited liability company being dissolved must publish on an electronic news website or a printed newspaper for three consecutive issues and post on the business portal (www.business.gov.vn) with the following main contents:

a) The name and address of the single-member limited liability company being dissolved;

b) The number, date, month, and year of the dissolution decision and the authority issuing the dissolution decision;

c) The date when the single-member limited liability company ceases operations;

d) The period during which creditors may come to reconcile debts.

2. From the effective date of the dissolution decision, the single-member limited liability company being dissolved shall be responsible for:

a) Not conducting all activities prohibited under Article 159 of the Enterprise Law;

b) Ceasing operations: trading, settling payable debts, lending assets, holding assets in custody;

c) Closing accounting books; inventorying assets; reconciling receivable and payable accounts; preparing financial statements up to the effective date of the dissolution decision;

d) Preparing a list of creditors and amounts owed (separated into secured debt, partially secured debt, unsecured debt); a list of debtors and amounts receivable (separated into recoverable debt and non-recoverable debt);

e) Submitting a document requesting the tax authority to confirm the company's tax obligations fulfillment.

3. Within thirty working days from the effective date of the dissolution decision, the company must hand over to the Dissolution Board:

a) Financial reports, accounting books, and related documents regarding the company's dissolution; lists of creditors and debtors of the company;

b) All assets legally owned, managed, and used by the company (including unrecovered assets), assets held in custody, borrowed, or rented.

Article 30. Powers and responsibilities of the Dissolution Board of a single-member limited liability company

1. After receiving the dissolution decision and publishing the dissolution notice of the single-member limited liability company, the Dissolution Board shall be responsible for:

a) Recovering the seal of the single-member limited liability company being dissolved for use in the dissolution process;

b) Drafting a dissolution plan for the single-member limited liability company to submit to the authorized body for review and approval;

c) Organizing the dissolution of the single-member limited liability company according to the approved plan; the board of members or the sole owner of the company directly organizes the liquidation of the company's assets, except where the company charter stipulates the establishment of a separate liquidation organization; the payment of the company's debts shall be carried out in accordance with the order specified in Clause 4 of Article 158 of the Enterprise Law;

d) Within seven working days from the completion of the dissolution and settlement of all debts of the single-member limited liability company, the Dissolution Board must prepare a financial report on the dissolution of the single-member limited liability company to submit to the dissolution decision maker; prepare a dissolution file for the single-member limited liability company in accordance with the provisions of Clause 3 of Article 40 of Decree No. 102/2010/NĐ-CP dated October 1, 2010 of the Government detailing the implementation of certain articles of the Enterprise Law; send the dissolution file to the business registration agency where the company has registered its business.

2. The Dissolution Board may use the seal of the single-member limited liability company to serve the dissolution work and request relevant state agencies to assist in recovering assets.

Article 31. Time limit for dissolving a limited liability company with one memberf) Handle issues related to the submission and receipt of statistical reports, ensuring the exploitation and use of related statistical data for units and individuals; record 1. The time to dissolve a limited liability company with one member shall not exceed one year from the date the decision to dissolve the company becomes effective. In special cases, with the written consent of the person deciding to dissolve the company, the dissolution period may be extended by no more than six months.

2. In cases where the business registration certificate is revoked, the dissolution period shall be implemented according to the provisions of Clause 6, Article 158 of the Enterprise Law.

Article 32. Effectiveness

Chapter V

IMPLEMENTING PROVISIONS

1. This Decree takes effect from January 1, 2014. lImplementation

2. Decree No. 180/2004/NĐ-CP dated October 28, 2004 of the Government on establishing new companies, restructuring, and dissolving state-owned enterprises, and all previous regulations contrary to this Decree are hereby abolished.

Article 33. Responsibility for Implementation and Organization

1. The Ministries of Planning and Investment, Finance, Labor - Invalids and Social Affairs, and Home Affairs shall be responsible for coordinating with relevant agencies to guide the implementation of this Decree.

2. Political organizations and political-social organizations may apply this Decree to establish, reorganize, and dissolve limited liability companies with one member that they own.

3. The establishment of branches and dependent accounting units of a limited liability company with one member shall be carried out according to the procedures set forth in Article 13 of this Decree.

4. The establishment, reorganization, and dissolution of State Capital Investment Corporation and its subsidiary limited liability companies with one member shall be conducted in accordance with the provisions applicable to limited liability companies with one member established by the Prime Minister under this Decree.

5. A limited liability company with one member owned by the State shall not establish a third-level or higher limited liability company within the parent-subsidiary model. In special cases, a report must be submitted to the Prime Minister for consideration and decision.

Ministries, People's Committees of provinces and centrally governed cities, Chairmen of the Board of Directors or Chairmen of state economic corporations shall review the operational situation and develop appropriate restructuring plans for third-level or higher limited liability companies with one member under their management, and report to the Ministry of Planning and Investment for consolidation and submission to the Prime Minister for consideration and decision.

6. Ministers, Heads of ministerial-level agencies, Heads of government agencies, Chairmen of People's Committees of provinces and centrally governed cities, Chairmen of the Board of Directors or Chairmen of limited liability companies with one member shall be responsible for implementing this Decree./.

6. Ministers, Heads of ministerial-level agencies, Heads of government-affiliated agencies, Chairmen of provincial People's Committees under central cities, Chairmen of the Board of Members or Chairmen of joint stock companies with a single member shall be responsible for implementing this Decree./.