Decree No. 180/2004/ND-CP On Establishing New State-Owned Enterprises, Reorganizing and Dissolving State-Owned Enterprises

DECREE OF THE GOVERNMENT

Regarding the establishment, restructuring, and dissolution of state-owned enterprisesTHE GOVERNMENT

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

Pursuant to the State Enterprise Law dated November 26, 2003;

At the proposal of the Minister of Planning and Investment,

DECREE:

PART I

OBJECTS AND SCOPE OF REGULATION

Article 1. OBJECTS AND SCOPE OF REGULATION

1. This Decree applies to state-owned enterprises established under the form of independent state-owned companies and state-owned holding corporations as provided for in the Law on State-Owned Enterprises.

2. This Decree stipulates conditions, procedures, and formalities for the establishment, restructuring, and dissolution of state-owned enterprises.

Chapter II

ESTABLISHMENT OF NEW STATE-OWNED ENTERPRISES

Article 2. Conditions for establishing new state-owned enterprises

1. The establishment of new state-owned enterprises shall only be considered when all conditions set forth in Article 8 of the Law on State-Owned Enterprises and the following requirements are met:

a) Belonging to industries, sectors, and areas for establishing new state-owned enterprises as prescribed in Article 3 of this Decree;

b) Ensuring the minimum charter capital as prescribed in Article 4 of this Decree;

c) The proposal for establishing new state-owned enterprises has been approved by the Prime Minister.

2. For state-owned holding corporations decided to be invested in and established by the State, in addition to the provisions of Clause 1 of this Article, the establishment must also meet the conditions stipulated in Clauses 1, 2, 3, and 5 of Article 48 of the Law on State-Owned Enterprises.

Article 3. Industries, Sectors, and Areas for Considering the Establishment of New State-Owned Enterprises

New state-owned enterprises may be established in the following industries, sectors, and areas:

1. Production and supply of explosive materials;

2. Production and supply of toxic chemicals;

3. Production and supply of radioactive substances;

4. National power transmission system;

5. National and international trunk information networks;

6. Production of cigarette sticks;

7. Air traffic control;

8. Maritime safety assurance;

9. Production, repair of weapons, equipment, and specialized items for national defense and security; technical equipment and provision of secure information services using cryptographic techniques;

10. Execution of special national defense and security tasks and companies located in strategic important areas combining economy with national defense;

11. Printing of currency and valuable certificates; production of metallic currency;

12. Lottery;

13. Publishing books and newspapers;

14. Surveying and mapping;

15. Management and maintenance of the national railway system, large-scale airports and seaports with significant positions;

16. Management and exploitation of upstream water conservancy works and large-scale water conservancy works;

17. Drainage in large cities;

18. Urban lighting;

19. Oil refining;

20. Mining of radioactive ores;

21. Construction and repair of air transport means;

22. Wholesale of disease prevention and treatment drugs, pharmaceutical chemicals;

23. Ensuring essential needs for production development and improving the material and spiritual life of ethnic minorities in mountainous, remote, and far-flung areas;

24. Other important industries, sectors, and areas as decided by the Prime Minister.

Article 4. Minimum Charter Capital of Newly Established State-Owned Enterprises

1. Newly established state-owned enterprises must have a minimum charter capital not lower than:

a) VND 30 billion for independent state-owned enterprises;

b) VND 500 billion for state-owned holding corporations.

2. In cases where business activities require statutory capital, the charter capital of newly established state-owned enterprises must not be lower than the statutory capital required for such business activities.

3. For certain specific industries, sectors, and areas, the charter capital of newly established state-owned enterprises may be lower than the amount prescribed in Clause 1 of this Article, but it must be approved by the Prime Minister.

Article 5. Proposers of Establishing New State-Owned Enterprises

Ministers, Heads of Ministries equivalent to ministries, Heads of government agencies (hereinafter collectively referred to as Ministers), Chairpersons of provincial People's Committees directly under the central government (hereinafter collectively referred to as Chairpersons of provincial People's Committees) are the proposers of establishing new state-owned enterprises.

Article 6. Proposal for Establishing New State-Owned Enterprises

1. Based on development needs and industries, sectors, and areas for considering the establishment of new state-owned enterprises as prescribed in Article 3 of this Decree, the proposer of establishing new state-owned enterprises shall prepare a proposal for establishing new state-owned enterprises to be submitted to the Prime Minister for approval.

2. The proposal for establishing new state-owned enterprises must include the main contents prescribed in Clause 3 of Article 7 of the Law on State-Owned Enterprises and must meet the conditions regarding the minimum charter capital as prescribed in Article 4 of this Decree.

3. When selecting the name of the state-owned enterprise, the preparer of the proposal shall coordinate with the Provincial Department of Registration of Business at the location where the headquarters of the state-owned enterprise is planned to be established to ensure that the name of the state-owned enterprise does not duplicate or cause confusion with the names of other registered enterprises.

4. In cases where the establishment of new state-owned enterprises falls within the authority of the Prime Minister to decide on establishment, the proposal for establishing new state-owned enterprises shall be prepared in ten copies and sent to the Ministry of Planning and Investment, which serves as the standing body of the Appraisal Council for proposals for establishing new state-owned enterprises.

In cases where the establishment of new state-owned enterprises falls within the authority of the Minister or Chairperson of the provincial People's Committee to decide on establishment, the proposal for establishing new state-owned enterprises shall be prepared in ten copies and sent to the Minister or Chairperson of the provincial People's Committee for appraisal.

Article 7. Appraisal Council for Proposals for Establishing New State-Owned Enterprises

1. The person deciding on the establishment of new state-owned enterprises must establish an Appraisal Council to appraise the proposal for establishing new state-owned enterprises. The Appraisal Council for proposals for establishing new state-owned enterprises (hereinafter referred to as the Appraisal Council) is an advisory body for the person deciding on the establishment of new state-owned enterprises. The Appraisal Council has the right to request the proposer of establishing new state-owned enterprises to adjust, supplement, or explain issues related to the proposal. The decision-maker bears responsibility for the decision to establish new state-owned enterprises.

2. The Ministry of Planning and Investment is the standing body of the Appraisal Council for proposals for establishing new state-owned enterprises within the authority of the Prime Minister to decide on establishment. The Minister of Planning and Investment decides to establish this Appraisal Council.

The Appraisal Council consists of representatives from the Ministry of Planning and Investment, the Ministry of Finance, the Ministry of Labor, Invalids and Social Affairs, the Ministry of Science and Technology, the Ministry of Natural Resources and Environment, the sector management ministry, the Steering Committee for Enterprise Reform and Development, and the provincial People's Committee where the state-owned company plans to establish its headquarters. Depending on specific cases, the permanent office of the Appraisal Council may invite additional representatives from other agencies or organizations.

3. The Minister or the Chairman of the Provincial People's Committee shall establish the Appraisal Council for the establishment of new state-owned companies as decided by the Minister or the Chairman of the Provincial People's Committee. Members of the Appraisal Council shall be appointed by the Minister or the Chairman of the Provincial People's Committee.

Article 8. Contents of the appraisal of the proposal for establishing a new state-owned company

The contents of the appraisal of the proposal for establishing a new state-owned company include:

1. The necessity of establishing a new state-owned company;

2. Economic and social efficiency and the appropriateness of the establishment of the company with the planning and strategy for the development of the industry, field, and economic region;

3. List of products and services provided by the company; market conditions, demand, and market prospects for each type of product and service provided by the company; consumption capacity and competitiveness of the company's products and services;

4. Technological level; ability to supply labor, raw materials, materials, energy, and other necessary conditions for the company to operate after establishment;

5. Registered capital scale and solutions to form capital; repayment plan;

6. Appropriateness and rationality of the organizational model of the state-owned company;

7. Impact of the company on the environment and measures to protect the environment.

Article 9. Appraisal process of the proposal and establishment files for new state-owned companies.

1. For the establishment of new state-owned companies decided by the Prime Minister:

a) The Ministry of Planning and Investment sends the proposal to seek opinions from members of the Appraisal Council to submit to the Prime Minister for consideration and decision. In case there are differing opinions among members of the Appraisal Council regarding the main contents of the proposal, the Ministry of Planning and Investment will organize a meeting of the Appraisal Council before submitting to the Prime Minister.

b) Time limit for appraising the proposal:

- Within ten working days from the date of receipt of the proposal, the Ministry of Planning and Investment sends the proposal to seek opinions from members of the Appraisal Council.

- Within thirty working days from the date of receipt of the proposal, members of the Appraisal Council provide written comments to the Ministry of Planning and Investment on the content of the proposal within their scope of management. Beyond this deadline, if a member does not provide written comments, it is considered as approval of the proposal.

- Within fifteen working days from the date of receipt of written comments from members of the Appraisal Council, the Ministry of Planning and Investment submits the appraisal opinion to the Prime Minister for consideration and decision.

If there are differing opinions among members of the Appraisal Council regarding the main contents of the Proposal, requiring a meeting of the Appraisal Council, the time for the Ministry of Planning and Investment to submit the appraisal opinion to the Prime Minister may be extended by no more than ten working days.

2. For the establishment of new state-owned companies decided by the Minister or the Chairman of the Provincial People's Committee:

a) The Appraisal Council established by the Minister or the Chairman of the Provincial People's Committee organizes meetings to review the proposal for establishing a new state-owned company. After obtaining the opinion of the Appraisal Council, the Minister or the Chairman of the Provincial People's Committee must seek written opinions from the Ministry of Planning and Investment, the Ministry of Finance, and the sector management ministry on the proposal for establishing a new state-owned company proposed by them before submitting to the Prime Minister.

b) Time limit for appraisal and seeking opinions on the proposal:

- Within thirty working days, the Appraisal Council completes the appraisal of the proposal for establishing a new state-owned company and reports to the Minister or the Chairman of the Provincial People's Committee. The Minister or the Chairman of the Provincial People's Committee sends the proposal along with the appraisal opinion to the Ministry of Planning and Investment, the Ministry of Finance, and the sector management ministry.

- Within fifteen working days from the date of receipt of the proposal along with the appraisal opinion, the Ministry of Planning and Investment, the Ministry of Finance, and the sector management ministry provide written comments to the ministry or the provincial people's committee. Beyond this deadline, if a ministry does not provide written comments, it is considered as approval of the proposal.

- Within ten working days from the end of the comment period, the Minister or the Chairman of the Provincial People's Committee submits the appraised proposal along with the comments of the ministries that were asked for opinions to the Prime Minister for consideration and decision.

3. After the proposal is approved by the Prime Minister, the Minister or the Chairman of the Provincial People's Committee establishes the establishment file for a new state-owned company according to Clause 4, Article 7 of the State-Owned Enterprise Law.

4. The establishment file for a new state-owned company shall be prepared in three copies and submitted to the authority with the power to decide on establishment as stipulated in Article 10 of this Decree within sixty working days from the date of approval of the proposal.

For the establishment of new state-owned companies decided by the Prime Minister, the establishment file for a new state-owned company shall be prepared and submitted to the Prime Minister immediately after sending the proposal for establishing a new state-owned company to the Ministry of Planning and Investment.

5. Within thirty working days from the date of receiving the complete establishment file for a new state-owned company, the authority with the power to decide on the establishment of a new state-owned company decides whether to establish or not establish a new state-owned company.

Article 10. Authority to decide on the establishment of new state-owned companies

1. The Prime Minister decides to establish the following state-owned companies:

a) Special state-owned corporations;

b) Independent special state-owned companies upon the proposal of the Minister or the Chairman of the Provincial People's Committee.

2. The Minister or the Chairman of the Provincial People's Committee decides to establish state-owned companies outside the provisions of Clause 1 of this Article.

Article 11. Decision on the establishment of new state-owned companies

1. The decision on the establishment of a new state-owned company must contain the following main contents:

a) Name of the state-owned company, including full name in Vietnamese, foreign language name, and abbreviated name (if any);

b) Organizational form of the company;

c) Main address of the company;

d) Business sectors;

đ) Registered capital;

e) Management organization of the company;

f) Name and address of branch offices and representative offices (if any);

g) Name and address of the main office of member companies (for state-owned holding companies).

2. When deciding to establish a new state-owned company, the appointment of the Chairman of the Board of Directors and other members of the Board of Directors must be conducted simultaneously; the decision on the appointment or signing of a contract with the General Director of the company without a Board of Directors shall also be made.

Article 12. Member companies that operate independently under a state-owned holding company established by the State's investment decision

The Minister, the Chairman of the provincial People's Committee decides on the establishment, restructuring, and dissolution of member companies operating independently under state-owned holding companies established by themselves, after obtaining written approval from the Prime Minister.

Article 13. Branches and Representative Offices of State-Owned Companies

1. Branches and representative offices are subordinate units of state-owned companies.

Branches have the task of carrying out part of the business operations according to the authorization of the state-owned company.

Representative offices have the task of representing the state-owned company to promote activities, but they may not engage in business.

2. The establishment, restructuring, and dissolution of branches and representative offices are decided by the state-owned company. The company shall register the operation of branches and representative offices at the Provincial Business Registration Office where the branch or representative office is located, and notify in writing the Provincial Business Registration Office where the company's main office is located.

Article 14. Time of Business Operation

A state-owned company has the right to conduct business from the date it receives the Business Registration Certificate. For businesses requiring conditions, state-owned companies have the right to conduct such businesses from the date the competent authority grants permission or when they meet the required business conditions.

Article 15. Business Registration Authority

The Provincial Business Registration Office within the Department of Planning and Investment of provinces and centrally-administered cities (referred to collectively as the Provincial Business Registration Office) is the business registration authority for state-owned companies.

Article 16. Business Registration Documents

The business registration documents for state-owned companies include:

1. A business registration form prepared according to the model prescribed by the Ministry of Planning and Investment;

2. The decision to establish the state-owned company by the authorized person as stipulated in Article 10 of this Decree;

3. The decision to appoint or hire the General Director of the company with a Board of Directors, or the Director of the company without a Board of Directors;

4. The charter of the state-owned company already approved by the competent authority;

5. Professional certificates of at least one of the persons holding the positions of Chairman of the Board of Directors, Board of Directors members, General Director of the company with a Board of Directors, or Director of the company without a Board of Directors, in cases where the business requires a professional certificate.

Article 17. Procedure and Formalities for Business Registration

1. Within sixty working days from the effective date of the establishment decision, the state-owned company must register its business at the Provincial Business Registration Office where the main office of the state-owned company is located. If the state-owned company fails to register its business beyond this period, it must submit a written request for extension from the establishment decision maker.

2. The representative of the state-owned company or a person authorized in writing submits a set of business registration documents to the Provincial Business Registration Office. The state-owned company can send the documents via the email address of the Provincial Business Registration Office; in this case, when collecting the Business Registration Certificate, the state-owned company must submit a set of business registration documents (on paper) for verification and archiving.

3. Within fifteen working days from the date of receiving complete business registration documents, the Provincial Business Registration Office issues the Business Registration Certificate to the state-owned company.

Article 18. Contents of the Business Registration Certificate of the State-Owned Company

The Business Registration Certificate of the state-owned company must contain the following main contents:

1. Name and address of the main office of the company;

2. Number, date, month, year of the establishment decision and name of the authority making the establishment decision;

3. Business sectors and trades;

4. Registered capital;

5. Full name, permanent residence address, identification number or passport number of the General Director of the state-owned company with a Board of Directors, or the Director of the state-owned company without a Board of Directors;

6. Name and address of branches and representative offices (if any);

7. Name and address of the main office of member companies of the state-owned holding company.

Article 19. Change of Business Registration Content

1. When changing the contents recorded in the Business Registration Certificate, the state-owned company must register with the Provincial Business Registration Office.

2. Changes in the following items must be approved in writing by the authorized person and submitted together with the documents to the Provincial Business Registration Office:

a) Name of the state-owned company;

b) Address of the main office;

c) Business activities;

d) Registered capital;

đ) Director (General Director).

Chapter III

RESTRUCTURING AND DISSOLUTION OF STATE-OWNED COMPANIES

Article 20. Restructuring of State-Owned Companies

1. The restructuring of state-owned companies as stipulated in this Decree includes:

a) Merger of state-owned companies;

b) Consolidation of state-owned companies;

c) Division of state-owned companies;

d) Splitting of state-owned companies.

2. Other forms of restructuring of state-owned companies are regulated in relevant documents.

Article 21. Conditions for restructuring state-owned enterprises

State-owned enterprises that meet the following conditions may be restructured:

1. In accordance with the overall plan for the reorganization and development of state-owned enterprises approved by the Prime Minister; not subject to shareholding reform, transfer, sale, lease, or business contracting.

2. After restructuring, state-owned enterprises must ensure sufficient registered capital and other conditions corresponding to those required for newly established state-owned enterprises.

Article 22. Merger of state-owned enterprises

1. One or more state-owned enterprises (referred to as the merged enterprise) may merge into another state-owned enterprise (referred to as the merging enterprise) pursuant to the decision of the entity authorized to establish the merging enterprise.

The merged enterprise ceases to exist; the merging enterprise enjoys legitimate rights, assumes responsibility for unpaid debts, labor contracts, and other lawful obligations of the merged enterprise.

2. In cases where state-owned enterprises under different Ministries, provinces, centrally governed cities, or between enterprises established by Ministries and those established by provinces or centrally governed cities are to be merged, the entity authorized to establish the merging enterprise shall issue a merger decision based on the written agreement of the entity authorized to establish the merged enterprise.

3. The merging enterprise shall register changes to its business registration content at the Provincial Business Registration Office where the merging enterprise's main office is located. The merged enterprise shall return the Enterprise Registration Certificate to the Provincial Business Registration Office that issued it.

Article 23. Consolidation of state-owned enterprises

1. Two or more state-owned enterprises (referred to as the consolidated enterprises) may consolidate into a new state-owned enterprise (referred to as the consolidated enterprise) pursuant to the decision of the entity authorized to establish the consolidated enterprises.

The consolidated enterprises cease to exist; the consolidated enterprise enjoys legitimate rights, assumes responsibility for unpaid debts, labor contracts, and other lawful obligations of the consolidated enterprises.

2. In cases where state-owned enterprises under different Ministries, provinces, centrally governed cities, or between enterprises established by Ministries and those established by provinces or centrally governed cities are to be consolidated, the entity authorized to establish the consolidated enterprise shall issue a consolidation decision based on mutual agreement.

3. The consolidated enterprise shall register its business at the Provincial Business Registration Office where its main office is located. The consolidated enterprises shall return their Enterprise Registration Certificates to the Provincial Business Registration Office that issued them.

Article 24. Division of state-owned enterprises

1. A state-owned enterprise (referred to as the divided enterprise) may divide into two or more new state-owned enterprises (referred to as the divided enterprises) pursuant to the decision of the entity authorized to establish the divided enterprise, if the divided enterprises meet the conditions stipulated in Article 2 of this Decree.

The rights and obligations of the divided enterprise must be clearly assigned to the divided enterprises.

2. The divided enterprises shall register their businesses at the Provincial Business Registration Office where their main offices are located. The divided enterprise shall return its Enterprise Registration Certificate to the Provincial Business Registration Office that issued it.

Article 25. Splitting of state-owned enterprises

1. A state-owned enterprise (referred to as the splitting enterprise) may split off one or more dependent units to establish one or more new state-owned enterprises (referred to as the split enterprises) pursuant to the decision of the entity authorized to establish the splitting enterprise, if the splitting enterprise and the split enterprises meet the conditions stipulated in Article 2 of this Decree.

The rights and obligations of the splitting enterprise must be clearly assigned to the splitting enterprise and the split enterprises.

2. The splitting enterprise shall register changes to its business registration content at the Provincial Business Registration Office where it has registered its business. The split enterprises shall register their businesses at the Provincial Business Registration Office where their main offices are located.

Article 26. Documents for Requesting Restructuring of State-Owned Enterprises

1. The documents for requesting the restructuring of state-owned enterprises are prepared by the enterprise and submitted to the entity authorized to establish the enterprise.

2. The documents for requesting the restructuring of state-owned enterprises include:

a) Application for restructuring of state-owned enterprises;

b) Charter of the new state-owned enterprise;

c) Financial reports of the enterprises before restructuring;

d) Plan for restructuring state-owned enterprises;

đ) Written agreement of the entity authorized to establish the state-owned enterprise for cases of mergers and consolidations as stipulated in Clause 2 of Article 22 and Clause 2 of Article 23 of this Decree;

e) Other relevant documents related to the restructuring of state-owned enterprises.

Article 27. Plan for Restructuring State-Owned Enterprises

The plan for restructuring state-owned enterprises must include the following main contents:

1. Names and addresses of state-owned enterprises before and after restructuring.

2. The necessity of restructuring state-owned enterprises; compatibility with industry and sector development plans and economic and social development plans in the locality and nationwide.

3. Scheme for arranging and utilizing labor.

4. Scheme for resolving the rights and obligations of state-owned enterprises related to restructuring.

5. Time limit for implementing the restructuring of state-owned enterprises.

Article 28. Time Limit for Reviewing and Responding to Applications for Restructuring State-Owned Enterprises

Within sixty working days from the date of receipt of complete documents for requesting the restructuring of state-owned enterprises, the entity authorized to establish the enterprise shall decide whether to restructure or not to restructure the state-owned enterprise. The decision on restructuring must clearly specify the succession of rights and obligations of the state-owned enterprise being restructured.

Article 29. Dissolution of State-Owned Enterprises

1. State-owned enterprises may be considered for dissolution in the following cases:

a) Expiration of the operating period specified in the establishment decision without an application for extension;

b) The state-owned enterprise incurs losses for three consecutive years and accumulates losses equal to or greater than 3/4 of the state capital in the enterprise but has not entered bankruptcy proceedings.

c) A state-owned company fails to fulfill the tasks assigned by the State within two consecutive years after implementing necessary measures;

d) The continued maintenance of the company is unnecessary.

2. In the event that a State-owned corporation established and invested in by the State does not achieve the objectives stipulated in Clause 5, Article 48 of the Law on State-Owned Enterprises, the management structure of the corporation shall be dissolved, and its member companies shall be converted into independent state-owned enterprises.

Article 30. The entity proposing the dissolution of a state-owned enterprise

The agency or organization (hereinafter referred to as the proposer) proposing the dissolution of a state-owned enterprise includes:

1. The state-owned enterprise itself proposes its dissolution.

2. The agency deciding on establishment or relevant agencies performing their duties within their authority, upon discovering that the state-owned enterprise has fallen into a situation requiring dissolution.

Article 31. Authority to decide on the dissolution of a state-owned enterprise

1. The entity deciding on the establishment of a state-owned enterprise is the entity deciding on its dissolution.

2. The Minister, Chairman of the People's Committee at provincial level decides on the dissolution of a state-owned enterprise and an independently-accounted member company of a State-owned corporation established by the Prime Minister, after obtaining written approval from the Prime Minister.

Article 32. Liquidation Council for State-Owned Enterprises

1. The entity deciding on the dissolution of a state-owned enterprise must establish a Liquidation Council for State-Owned Enterprises (hereinafter referred to as the Liquidation Council). The Liquidation Council advises the entity deciding on dissolution regarding the decision to dissolve the enterprise and organizes the implementation of the dissolution process.

2. The Liquidation Council consists of representatives from the following agencies:

a) The agency deciding on dissolution;

b) Ministry of Finance for state-owned enterprises dissolved by a Minister, Department of Finance and Price for those dissolved by the Chairman of the People's Committee at provincial level;

c) Department of Planning and Investment, Department of Labor, Invalids and Social Affairs for state-owned enterprises dissolved by the Chairman of the People's Committee at provincial level;

d) Trade Union of the state-owned enterprise being dissolved;

đ) The state-owned enterprise being dissolved.

Depending on specific circumstances, additional staff or experts from other agencies or organizations may be invited to join the Liquidation Council.

3. The representative of the agency deciding on dissolution is the Chairperson of the Liquidation Council.

Article 33. Powers and responsibilities of the Liquidation Council

1. Reviewing proposals for the dissolution of state-owned enterprises and submitting them to the authorized decision-making body.

2. Preparing a liquidation plan for state-owned enterprises and submitting it for approval by the authorized body.

3. Organizing the liquidation of state-owned enterprises according to the approved plan. In cases where assets are sold through public auction, such actions must comply with current regulations on asset auctions.

4. Using the seal of the state-owned enterprise to facilitate the liquidation process and requesting support from relevant government agencies in recovering assets.

Article 34. Decision on the Dissolution of a State-Owned Enterprise

1. The decision on the dissolution of a state-owned enterprise must include the following main contents:

a) Name and address of the state-owned enterprise being dissolved;

b) Date of declaring the dissolution of the state-owned enterprise;

c) Reasons for dissolution.

2. Within seven working days from the date of issuing the decision to dissolve the state-owned enterprise, this decision must be notified to the employees of the enterprise and sent to:

a) The entity proposing the dissolution of the state-owned enterprise;

b) The state-owned enterprise being dissolved;

c) Business financial agency: for central enterprises, send to the Ministry of Finance; for local enterprises, send to the Department of Finance and Price of the province or centrally-administered city;

d) Planning and Investment Agency: for central enterprises, send to the Ministry of Planning and Investment; for local enterprises, send to the Department of Planning and Investment;

đ) Direct tax administration responsible for collecting taxes from the enterprise;

e) Provincial People's Committee, Provincial General Statistics Office, Provincial Business Registration Office where the headquarters of the state-owned enterprise being dissolved is located, and business registration offices where branches and representative offices of the enterprise are located.

Article 35. Time limit for dissolving a state-owned enterprise

1. Within thirty working days from the receipt of the dissolution proposal, the authorized body specified in Article 31 of this Decree must issue a decision to dissolve the state-owned enterprise and establish a Liquidation Board to assist the Liquidation Council. If the decision is not made to dissolve the enterprise, the competent authority must notify the proposer in writing.

2. The time for dissolving a state-owned enterprise shall not exceed six months from the effective date of the dissolution decision. In special cases, with written agreement from the entity deciding on dissolution, the dissolution period may be extended by up to two months.

Article 36. Responsibilities of a state-owned enterprise being dissolved

1. Upon receiving the dissolution decision, the state-owned enterprise being dissolved must publish notices in central and local daily newspapers for three consecutive issues containing the following main contents:

a) Name and address of the state-owned enterprise being dissolved;

b) Number, date, month, year of the dissolution decision and the issuing agency;

c) Date when the state-owned enterprise ceases operations;

d) Period during which creditors are required to verify debts.

2. From the effective date of the dissolution decision, the state-owned enterprise being dissolved is responsible for:

a) Ceasing all activities: business operations, settling payable debts, leasing, lending out, and holding assets for others;

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

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

d) Within thirty working days from the effective date of the dissolution decision, the enterprise must hand over to the Liquidation Council:

- Financial reports, accounting records, and related documents for the dissolution of the enterprise; lists of creditors and debtors of the enterprise.

- All assets under the lawful ownership, management, and use of the enterprise (including unrecovered assets), assets held for others, borrowed, and rented.

Article 37. Procedure for Dissolving a State-Owned Enterprise

After issuing the dissolution decision and publishing the dissolution notice of the state-owned enterprise, the dissolution process shall be carried out according to the following main steps:

1. State-owned enterprises subject to dissolution shall perform the tasks prescribed in Clause 2 of Article 36 of this Decree.

2. The Dissolution Council:

a) Shall recover the seal of the state-owned enterprise subject to dissolution for the purpose of dissolution;

b) Shall develop a dissolution plan for the state-owned enterprise to be submitted to the competent authority for approval;

c) Shall organize the dissolution of the state-owned enterprise according to the approved plan;

d) Within seven working days after completing the dissolution process, the Dissolution Council must prepare a financial report on the dissolution of the state-owned enterprise to be submitted to the person deciding on the dissolution of the company; return the seal of the state-owned enterprise subject to dissolution to the police authority and submit the Enterprise Registration Certificate of the state-owned enterprise subject to dissolution to the provincial business registration agency where the company has registered; publish in a central or local daily newspaper for three consecutive issues regarding the completion of the dissolution of the state-owned enterprise.

Chapter IV

IMPLEMENTING PROVISIONS

Article 38. Effectiveness

1. This Decree shall take effect fifteen days from the date of publication in the Official Gazette and shall replace Government Decree No. 50/CP dated August 28, 1996 on the establishment, restructuring, dissolution, and bankruptcy of state-owned enterprises, and Government Decree No. 38/CP dated April 28, 1997 on amending and supplementing certain provisions of Government Decree No. 50/CP.

2. State-owned enterprises that have been issued an Enterprise Registration Certificate prior to the effective date of this Decree shall not need to re-register their business operations.

3. The Ministry of Finance and the Ministry of Planning and Investment shall be responsible for guiding the implementation of this Decree.

4. Ministers, Heads of ministerial-level agencies, Heads of government-affiliated agencies, Chairpersons of provincial people's committees under the Central Government shall be responsible for enforcing this Decree./.