Decree No. 23/2022/NĐ-CP On the establishment, restructuring, ownership conversion, and transfer of the state's representative ownership rights in enterprises wholly owned by the State

DECREE

Regarding the establishment, restructuring, ownership transfer, and the transfer of the right to represent state ownership interest in enterprises wholly owned by the State

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Pursuant to the Law on Organization of the Government dated June 19, 2015; the Law Amending and Supplementing Certain Provisions of the Law on Organization of the Government and the Law on Organization of Local Administration dated November 22, 2019;

Pursuant to the Enterprise Law dated November 17 May 14, 2016 Government Decree detailing some provisions and measures to implement the Law on Legislative Regulatory Documents;

Pursuant to the Law on Management and Use of State Capital for Investment in Business Operations dated November 26, 2014;

Pursuant to the Auction of Assets Law dated November 2016;

At the proposal of the Minister of Planning and Investment;

The Government issues this Decree on the establishment, restructuring, ownership transfer, and the transfer of the right to represent state ownership interest in enterprises wholly owned by the State.

PART I
GENERAL PROVISIONS

Article 1. Scope of Regulation

1. This Decree provides detailed regulations for certain provisions of the Enterprise Law and the Law on Management and Use of State Capital for Investment in Production and Business Activities of Enterprises regarding the establishment, restructuring (excluding bankruptcy of enterprises), ownership transfer (excluding the transformation of enterprises wholly owned by the State into joint-stock companies), and the transfer of the right to represent state ownership interest in enterprises wholly owned by the State.

2. Bankruptcy of enterprises wholly owned by the State shall be carried out in accordance with the Bankruptcy Law. The transformation of enterprises wholly owned by the State into joint-stock companies shall be implemented in accordance with the Government's regulations on the transformation of enterprises wholly owned by the State into joint-stock companies.

3. The establishment, restructuring, ownership transfer, and the transfer of the right to represent state ownership interest of credit organizations and agricultural and forestry companies that are wholly owned by the State shall be conducted in accordance with this Decree and relevant laws. In case there is a discrepancy between the provisions of different documents, the provisions of banking laws and other relevant laws shall apply, except as provided for in Clause 2, Article 156 of the Law on Legislative Documents, unless otherwise specified.

Article 2. Applicability

The objects subject to this Decree include:

1. The representative body of the owner. For the State Capital Investment Corporation, it shall comply with specific regulations of the Government.

2. Enterprises wholly owned by the State as stipulated in Clause 2, Article 88 of the Enterprise Law.

3. Organizations and individuals related to the establishment, restructuring, ownership transfer, and the transfer of the right to represent state ownership interest in enterprises wholly owned by the State.

Article 3. Explanation of Terms

In this Decree, the following terms are understood as follows:

1. Forms of restructuring include: Merger, consolidation, division, spin-off, and dissolution of enterprises wholly owned by the State.

2. Forms of ownership transfer include: Selling part of the state capital in an enterprise to transform it into a limited liability company with two or more shareholders; selling the entire enterprise wholly owned by the State.

3. Representative bodies of the owner include: Ministries, ministerial-level agencies, and government-affiliated agencies; People's Committees of provinces and centrally-administered cities (hereinafter referred to collectively as provincial-level People's Committees).

4. Enterprises established by decision of the Prime Minister are parent companies wholly owned by the State of state-owned economic groups, the State Capital Investment Corporation, and enterprises with assets from the implementation of national key projects approved by the National Assembly for investment orientation.

Chapter II
ESTABLISHMENT OF ENTERPRISES WHOLLY OWNED BY THE STATE WITH 100% CAPITAL CONTRIBUTION

Article 4. Conditions for establishment

A business with State-owned charter capital of 100% shall only be considered for establishment when it meets the following conditions:

1. Engaging in industries or sectors within the scope of State investment capital to establish businesses as prescribed by laws on management and use of State investment capital in production and business operations at enterprises.

2. Ensuring sufficient charter capital as stipulated in Article 5 of this Decree.

3. Having a valid application file as prescribed in Article 6 of this Decree.

4. The establishment of the business must be consistent with the national economic and social development strategy and industry planning.

Article 5. Registered Capital

1. When establishing, a business must have a registered capital not less than 100 billion VND.

2. In cases where engaging in industries or trades requiring statutory capital, in addition to the condition prescribed in Clause 1 of this Article, the registered capital of the business upon establishment must not be lower than the statutory capital prescribed for such industries or trades.

3. For businesses supplying essential public goods and services, ensuring social welfare, or operating in certain industries, fields, or areas where State investment capital is required to establish businesses, the registered capital may be lower than the level prescribed in Clause 1 of this Article but must not be lower than the statutory capital prescribed for industries or trades requiring statutory capital.

Article 6. Application Documents for Establishing a Business with 100% State-owned Charter Capital

1. Application documents for establishing a business decided by the Prime Minister include:

a) A report proposing the establishment of the enterprise;

b) The project for establishing the business as prescribed in Clause 3 of this Article;

c) The draft Articles of Association of the business as prescribed in Clause 4 of this Article.

2. Application documents submitted to the Prime Minister for consideration and approval of the policy when establishing a business decided by the representative body of the owner include:

a) A report proposing the establishment of the enterprise;

b) The project for establishing the business as prescribed in Clause 3 of this Article.

3. The project for establishing the business includes the main contents as follows:

a) Legal basis, objectives, necessity of establishing the business;

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

c) Location of the headquarters of the business, location of construction of production and business facilities, land area used; branch offices, representative offices (if any);

d) Tasks assigned by the State, industries or trades engaged in, product and service catalog provided by the business;

đ) Assessment of the appropriateness of establishing the business with the national economic and social development strategy and industry planning;

e) Market situation, demand and market prospects for each type of product or service provided by the business; planned technology to be applied in production and business activities; production and business plan and development investment plan for five years after establishment;

g) Registered capital; projected total investment capital (in case of establishing a business with 100% State-owned charter capital linked to implementing an investment project); sources and methods of raising additional capital outside initial State investment capital; repayment plan for raised capital; capital working needs and measures to create working capital for the business;

h) Projected economic and social benefits;

i) Projected capacity to supply labor, raw materials, materials, energy, technology, and other necessary conditions for operation after establishment.

4. The draft Articles of Association of the business includes the main contents as follows:

a) Name, address, headquarters of the business; name, address of branch offices, representative offices (if any);

b) Industries or trades engaged in, business objectives, tasks assigned by the State;

c) Registered capital, method of adjusting registered capital;

d) Name, address of the business owner;

đ) Rights and obligations of the business owner;

e) Management structure;

g) Legal representative of the business; division of rights and obligations among legal representatives in case there are more than one legal representatives;

h) Method of passing business decisions; principles for resolving internal disputes;

i) Financial operation mechanism, principles for profit distribution after tax and loss handling in business operations of the business; basis and method for determining remuneration, salary, and bonuses for managers and the Board of Supervisors, Supervisors;

k) Rights and obligations of the Chairman and members of the Board of Directors or the Chairman of the company, General Director, and other managerial positions of the business;

l) Cases of dissolution, dissolution procedures, and asset liquidation procedures of the business;

m) Method of amending and supplementing the Articles of Association;

n) Other provisions decided by the agency or organization entrusted with the rights and obligations of the business owner but not contrary to the provisions of the law.

5. In cases where the establishment of a business is linked to the formation of an investment project, the investment procedures shall be carried out in accordance with the provisions of the law on investment.

Article 7. Authority to Decide on Establishing Enterprises

1. The Prime Minister decides to establish enterprises as provided for in Clause 4, Article 3 of this Decree.

2. Ministers, Heads of Ministries equivalent to Ministries, Heads of Government agencies, and Chairpersons of Provincial People's Committees decide to establish state-owned enterprises holding 100% of the charter capital, except for those specified in Clause 1 of this Article.

Article 8. Examination of Enterprise Establishment Proposal Documents

Examining enterprise establishment proposal documents involves checking and evaluating the compliance of establishing enterprises with legal regulations, strategies, economic and social development plans, national industry planning; serving as a basis for authorized persons to consider and decide, ensuring the effectiveness of enterprise establishment.

The head of the agency representing the owner is the person proposing the establishment of the enterprise and is responsible for the accuracy of the content of the enterprise establishment proposal documents.

Article 9. Procedure for Establishing Enterprises Decided by the Prime Minister

1. The agency representing the owner prepares seven original sets of enterprise establishment proposal documents in accordance with Clause 1, Article 6 of this Decree and submits them to the Ministry of Planning and Investment for examination.

2. After receiving all documents, the Ministry of Planning and Investment takes the lead in soliciting opinions from the Ministry of Finance, the Ministry of Home Affairs, the Ministry of Justice, the Ministry of Labor, Invalids and Social Affairs, the relevant industry management ministry, the provincial people's committee where the enterprise intends to locate its headquarters, and other related agencies (if necessary).

Within fifteen working days from the date of receipt of the documents, the relevant agencies send their participation opinions on matters within their jurisdiction 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 enterprise establishment proposal documents to the Prime Minister for consideration, while sending the agency representing the owner to incorporate and explain the examination opinions.

In cases where there are differing opinions on the main contents of the documents, 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 additional working days.

4. The agency representing the owner incorporates and explains the examination opinions of the Ministry of Planning and Investment, completes the documents, and submits them to the Prime Minister for consideration and decision on the establishment of the enterprise.

Article 10. Procedure for Establishing Enterprises Decided by the Agency Representing the Owner

1. The agency representing the owner prepares three original sets of enterprise establishment proposal documents in accordance with Clause 2, Article 6 of this Decree and submits them to the Ministry of Planning and Investment for examination.

2. After receiving all documents, the Ministry of Planning and Investment takes the lead in soliciting opinions from the Ministry of Finance and the relevant industry management ministry (in cases where the enterprise is established by a provincial people's committee, a ministry equivalent to a ministry, or a government agency) or the provincial people's committee where the enterprise intends to locate its headquarters (in cases where the enterprise is established by a ministry, a ministry equivalent to a ministry, or a government agency).

Within ten working days from the date of receipt of the documents, the relevant agencies send their participation opinions on matters within their jurisdiction 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 prepares the examination report and sends it to the agency representing the owner.

4. The agency representing the owner incorporates and explains the examination opinions of the Ministry of Planning and Investment, completes the documents, and submits them to the Prime Minister for consideration and approval of the establishment policy.

5. The agency representing the owner issues a decision to establish the enterprise within thirty working days from the date of approval of the establishment policy by the Prime Minister.

Article 11. Decision to establish a business

The decision to establish a business shall include the following main contents:

1. The name of the business, including the full name in Vietnamese, the name in a foreign language, and the abbreviated name (if any).

2. The type of business.

3. The main address of the business.

4. Tasks assigned by the State; industry and business sectors.

5. Registered capital.

6. Organizational structure and management machinery of the business.

7. Name and address of branch offices and representative offices (if any).

8. Name and main address of subsidiaries and associated companies (if any).

Article 12. Business registration and commencement date of the business

1. After receiving the decision to establish a business, the representative body of the owner shall be responsible for preparing the investment capital proposal from the state to establish the business in accordance with the regulations of the Government.

2. The business shall proceed with the procedures for business registration in accordance with the law and has the right to operate from the date it receives the Enterprise Registration Certificate. For businesses operating in industries and sectors that require conditions, they have the right to operate in those industries and sectors from the date the competent state agency issues a permit or when they meet the required operating conditions as stipulated.

Section 1
MERGER, ACQUISITION, DIVISION, AND SPIN-OFF OF STATE-OWNED ENTERPRISES WITH 100% CAPITAL CONTRIBUTION

Article 13. Merger, acquisition, division, and spin-off of enterprises

1. Merger of enterprises with 100% state-owned registered capital:

Two or several enterprises held 100% by the State (hereinafter referred to as the merged companies) may merge into one new enterprise held 100% by the State (hereinafter referred to as the merged company), while ceasing the existence of the merged companies.

2. Acquisition of enterprises with 100% state-owned registered capital:

One or several enterprises held 100% by the State (hereinafter referred to as the absorbed companies) may be absorbed into another enterprise held 100% by the State (hereinafter referred to as the absorbing company) by transferring all assets, rights, obligations, and lawful interests to the absorbing company, while ceasing the existence of the absorbed companies.

3. Division of enterprises with 100% state-owned registered capital:

An enterprise held 100% by the State may divide its current assets, rights, and obligations (hereinafter referred to as the divided company) to establish two or more new enterprises held 100% by the State, while ceasing the existence of the divided company.

4. Spin-off of enterprises with 100% state-owned registered capital:

An enterprise held 100% by the State may split by transferring part of its current assets, rights, and obligations (hereinafter referred to as the split company) to establish one or several new enterprises held 100% by the State (hereinafter referred to as the newly formed companies) without ceasing the existence of the split company.

Article 14. Conditions for merger, acquisition, division, and spin-off of enterprises

An enterprise held 100% by the State may be merged, absorbed, divided, or split when meeting the following conditions:

1. The merger, acquisition, division, and spin-off of enterprises must comply with the reorganization and modernization documents for enterprises approved by the Prime Minister. In cases not specified in these documents, the representative body of the owner must submit to the Prime Minister for consideration and decision.

2. New enterprises formed after division or spin-off must meet the conditions for establishing a new enterprise as stipulated in Article 4 of this Decree.

3. The merger and acquisition of enterprises must comply with the provisions of the Competition Law regarding mergers and acquisitions of enterprises.

Article 15. Authority to issue decisions on merger, acquisition, division, and spin-off of enterprises

1. In cases where enterprises are merged, acquired, divided, or spun off by the same individual or agency that decided to establish them or was entrusted with their management (hereinafter referred to as the agency or individual deciding to establish the enterprise), the agency or individual deciding to establish the enterprise shall issue the decision on merger, acquisition, division, or spin-off of the enterprise.

2. In cases where enterprises are acquired by different individuals or agencies that decided to establish them, the individual or agency deciding to establish the acquiring company shall issue the acquisition decision based on a written agreement of the agency or individual deciding to establish the acquired company. In cases where the acquiring or acquired company is established by the Prime Minister's decision, the Prime Minister shall issue the acquisition decision.

3. In cases where enterprises are merged by different individuals or agencies that decided to establish them, the agency entrusted by the Prime Minister to exercise the rights and obligations of the representative owner of the merged company shall issue the merger decision. In cases where the merged enterprise is established by the Prime Minister's decision, the Prime Minister shall issue the merger decision.

Article 16. Documents for Proposing Merger, Acquisition, Division, or Split of Enterprises

1. The documents for proposing merger, acquisition, division, or split of enterprises include:

a) A proposal for merger, acquisition, division, or split of enterprises;

b) A plan for merger, acquisition, division, or split of enterprises;

c) Financial statements of the enterprise for the most recent fiscal year that have been audited and the most recent quarterly financial report at the time of merger, acquisition, division, or split;

d) Draft Articles of Association of the new enterprise formed after merger, acquisition, division, or split;

đ) Draft Merger Agreement or Acquisition Agreement in accordance with Article 200 and Article 201 of the Enterprise Law for cases of enterprise acquisition or merger;

e) Other relevant documents related to the merger, acquisition, division, or split of enterprises (if any).

2. The plan for merger, acquisition, division, or split of enterprises includes the following main contents:

a) Names and addresses of enterprises before and after merger, acquisition, division, or split;

b) The necessity of the merger, acquisition, division, or split of enterprises; compatibility with economic and social development strategies and plans, national industry planning;

c) The charter capital of the enterprise after merger, acquisition, division, or split;

d) Personnel arrangement and utilization plan;

đ) Financial handling plan, capital conversion, asset transfer, and resolution of rights and obligations of related enterprises involved in the merger, acquisition, division, or split;

e) Time limit for implementing the merger, acquisition, division, or split of enterprises;

g) In cases where enterprises are divided or split to form new enterprises, the division or split plan includes additional contents as stipulated in Clause 3, Article 6 of this Decree.

Article 17. Procedure for Merger and Acquisition of Enterprises

1. The procedure for merger and acquisition of enterprises established by the Prime Minister:

a) The representative body of the owner directs one of the companies being merged (in the case of merger) or the company receiving the acquisition (in the case of acquisition) to prepare the documents for proposing merger or acquisition according to Article 16 of this Decree, provides opinions on the merger or acquisition, and submits six original copies of the documents to the Ministry of Planning and Investment for review;

b) After receiving the complete documents for proposing merger or acquisition from the representative body of the owner, the Ministry of Planning and Investment takes the lead in soliciting opinions from the Ministry of Finance, the Ministry of Home Affairs, the Ministry of Justice, the Ministry of Labor, Invalids and Social Affairs, the industry management ministry, and other relevant agencies (as necessary);

Within fifteen working days from the date of receiving the application file for merger or absorption, relevant agencies shall send their comments on matters within their jurisdiction to the Ministry of Planning and Investment for consolidation and preparation of a review report;

c) Within ten working days from the date of receipt of opinions from relevant agencies, the Ministry of Planning and Investment reports to the Prime Minister for approval of the review of the documents for proposing merger or acquisition, while sending the documents to the representative body of the owner for adoption and explanation of the review opinions;

In cases where there are differing opinions on the main contents of the application file, the Ministry of Planning and Investment shall organize meetings with relevant agencies before submitting the review report to the Prime Minister; the time may be extended by up to ten additional working days;

d) The representative body of the owner adopts and explains the review opinions of the Ministry of Planning and Investment, completes the documents, and submits them to the Prime Minister for consideration and decision.

2. The procedure for merger and acquisition of enterprises established by the representative body of the owner or entrusted with management:

a) State-owned enterprises holding 100% of the charter capital cooperate and unify in preparing the documents for proposing merger or acquisition according to Article 16 of this Decree, and submit them to the establishment decision-making body or the entrusted management body for examination and decision;

b) Within thirty working days from the date of receipt of the documents for proposing merger or acquisition, the competent authority specified in Article 15 of this Decree reviews and approves the documents and issues a decision on the merger or acquisition of enterprises;

3. After the merger or acquisition decision is issued, the legal representatives of the enterprises jointly sign the Merger or Acquisition Agreement and are responsible for implementing the merger or acquisition plan.

The enterprise receiving the absorbed company and the enterprise held 100% by the State established based on the merger shall complete the registration procedures in accordance with the law.

Article 18. Procedure for splitting and dividing enterprises

1. The procedure for splitting and dividing enterprises established by the Prime Minister:

a) The representative body of the owner shall direct the enterprise to prepare the Application File for Splitting and Dividing in accordance with Article 16 of this Decree and submit six original copies of the file to the Ministry of Planning and Investment for examination;

b) After receiving the complete Application File for Splitting and Dividing, the Ministry of Planning and Investment shall take the lead in soliciting opinions from the Ministry of Finance, the Ministry of Home Affairs, the Ministry of Justice, the Ministry of Labor, Invalids and Social Affairs, the industry management ministry, and other relevant agencies (if necessary);

Within fifteen working days from the date of receiving the application file for division or splitting, relevant agencies shall send their comments on matters within their jurisdiction to the Ministry of Planning and Investment.

c) Within ten working days from the date of receipt of opinions from relevant agencies, the Ministry of Planning and Investment shall report to the Prime Minister on the examination results and simultaneously send the report to the representative body of the owner for consideration and explanation of the examination opinions;

In cases where there are differing opinions on the main contents of the application file, the Ministry of Planning and Investment shall organize meetings with relevant agencies before submitting the review report to the Prime Minister; the time may be extended by up to ten additional working days;

d) The representative body of the owner shall consider and explain the examination opinions of the Ministry of Planning and Investment, perfect the Application File, and submit it to the Prime Minister for consideration and decision on splitting and dividing;

đ) After the decision on splitting and dividing is issued, the enterprise established by the Prime Minister's decision shall be responsible for implementing the Splitting and Dividing Plan;

2. The procedure for splitting and dividing state-owned enterprises holding 100% of the charter capital, established or managed by the representative body of the owner:

a) The enterprise shall prepare four original copies of the Application File for Splitting and Dividing as prescribed in Article 16 of this Decree and submit them to the representative body of the owner for examination;

b) After receiving the complete Application File for Splitting and Dividing, the representative body of the owner shall take the lead in soliciting opinions from the Ministry of Planning and Investment, the Ministry of Finance, and the industry management ministry (if the enterprise is a state-owned enterprise holding 100% of the charter capital established by the provincial People's Committee);

Within ten working days from the date of receiving the application file, relevant agencies shall send their comments on matters within their jurisdiction to the representative body of the owner.

c) Within ten working days from the date of receipt of opinions from relevant agencies, the representative body of the owner shall prepare an examination report and submit it to the Prime Minister for consideration and approval of the policy;

d) The representative body of the owner shall issue a decision on splitting and dividing the enterprise within thirty working days from the date the Prime Minister approves the policy;

đ) After the decision on splitting and dividing is issued, the enterprise shall be responsible for implementing the Splitting and Dividing Plan;

3. Enterprises established based on splitting and dividing shall carry out business registration procedures in accordance with the provisions of the law.

Article 19. Decision on Merger, Consolidation, Splitting, and Dividing Enterprises

1. The decision on merger, consolidation, splitting, and dividing enterprises must clearly stipulate the succession of rights and obligations of the enterprises being merged, consolidated, split, and divided;

2. The decision on merger, consolidation, splitting, and dividing, and the merger and consolidation contracts must be sent to all creditors and notified to employees within fifteen working days from the date of issuance.

Article 20. Policy towards Employees and Leaders

1. Employees who meet the conditions for retirement benefits shall be implemented in accordance with the regulations of the social insurance law and other labor rights as provided by the labor law;

2. Employees terminating their labor contracts shall be entitled to unemployment assistance and severance pay as stipulated by the labor law or the policy for surplus employees when merging, consolidating, splitting, and dividing state-owned enterprises holding 100% of the charter capital;

3. Chairpersons and members of the Board of Members or Chairpersons of companies, General Directors (Directors), and Supervisors working under the appointment system shall be considered individually by the representative body of the owner for job placement when implementing mergers, consolidations, splits, and divisions. In cases where they work under the appointment system but cannot be placed in jobs, they shall be handled according to the reduction in staff regulations.

Article 21. Suspension, cessation of operations, and termination of business at state-owned enterprises holding 100% of charter capital

1. Enterprises shall suspend, cease operations, or terminate business upon request from the state capital management agency and in cases stipulated in Clause 2, Article 206 of the Enterprise Law.

2. Procedures and formalities for suspension, cessation of operations, and termination of business:

After the representative body of the owner issues a decision to temporarily suspend, cease operations, or terminate business activities, the enterprise shall be responsible for implementing the procedures for temporary suspension, cessation of operations, or termination of business activities in accordance with the law.

In cases where the business registration agency or competent authority requires a temporary suspension of business activities in regulated industries, the enterprise held 100% by the State shall be responsible for reporting to the representative body of the owner to issue a decision to temporarily suspend business activities.

3. During the period of suspended business operations, the enterprise shall fulfill the contents prescribed in Clause 3, Article 206 of the Enterprise Law.

PART 2
SALE OF ENTIRE STATE-OWNED ENTERPRISES HOLDING 100% OF CHARTER CAPITAL

Article 22. Cases for selling entire enterprises

1. Enterprises subject to equitization according to regulations but failing to meet the conditions for equitization and decided by the Prime Minister to be sold entirely.

2. Other cases decided by the Prime Minister based on the proposal of the state capital management agency.

Article 23. Subjects not permitted to purchase enterprises

1. Individuals without civil capacity, those who have lost or are restricted in their civil capacity, those with difficulties in understanding and controlling their actions, or those who cannot understand and control their actions at the time of registering to participate in auction.

2. Intermediary financial organizations, auditing organizations determining the value of the enterprise, and individuals directly involved in appraising, valuing, or auditing the enterprise within these organizations; parents, spouses, children, brothers, sisters of individuals directly involved in appraising, valuing, or auditing the enterprise.

The auction organization and persons working in the auction organization shall conduct the auction; parents, spouse, children, full brothers, full sisters, and half-siblings of the auctioneer managing the auction shall not participate in the auction.

3. Individuals authorized by the state capital management agency to handle the sale of the enterprise; individuals with the authority to decide on the sale of the enterprise, and those signing service contracts for the auction of the enterprise.

4. Parents, spouses, children, brothers, sisters of individuals specified in Clause 3 of this Article.

5. Individuals who do not have the right to establish and manage enterprises according to the provisions of the law.

6. Foreign investors according to the laws related to investment concerning market access conditions, national defense and security guarantees, and land laws.

Article 24. Principles for selling entire enterprises

1. Financial handling, determination and adjustment of enterprise value, hiring consulting organizations to determine enterprise value, setting initial price, and plans for selling entire enterprises shall be carried out according to the Government's regulations on converting state-owned enterprises holding 100% of charter capital into joint-stock companies.

2. The initial selling price of the entire enterprise shall be determined according to the principle of not being lower than the total value of the state capital already determined according to Clause 1 of this Article.

Article 25. Procedures for selling entire enterprises

1. Developing a plan for selling the entire enterprise including:

a) Preparing all necessary documents and files, including: legal documents on the establishment of the enterprise; legal documents on assets, sources of capital, debts; financial reports, tax settlement reports up to the time of determining the enterprise value; land usage plans consistent with land laws and regulations on the reorganization and disposal of state-owned real estate approved by competent authorities; labor restructuring plans; budgeted costs for selling the entire enterprise; methods, forms, and timing for determining the enterprise value and other relevant documents (if any).

b) Organizing inventory checks, addressing financial issues, and determining the enterprise value.

c) Deciding and announcing the enterprise value.

d) Completing the plan for selling the entire enterprise for approval by the competent authority. The plan for selling the entire enterprise must include basic contents such as: The actual situation of the company at the time of determining the enterprise value; Results of determining the enterprise value; Determining the selling price and method of sale, estimated organizational implementation costs; Land usage plans for the enterprise that have been approved by competent authorities; Labor usage plans and surplus labor resolution.

2. Implementing the plan for selling the entire enterprise through auction.

3. Completing the sale of the entire enterprise: Settling sales costs and the amount received from the sale of the entire enterprise; making payments; transferring assets, books, and related documents to the successful bidder; notifying the completion of the sale of the entire enterprise.

Article 26. Organization of Auction for Enterprises

1. After the plan to sell the entire enterprise is approved, the representative body of the owner shall publicly announce on its own electronic information website and the specialized electronic information website on asset auction regarding the selection of the auction organization and the implementation of the selection of the auction organization in accordance with Article 56 of the Law on Asset Auction.

2. The representative body of the owner shall enter into a service auction contract for enterprises with the selected auction organization. The main contents of the service auction contract shall be implemented in accordance with Article 33 of the Law on Asset Auction.

3. Within five working days from the date when the competent authority decides to sell the entire enterprise announces the initial price, the professional auction organization must publicly announce the auction of assets in accordance with Article 57 of the Law on Asset Auction.

4. The procedures and formalities for auctioning enterprises shall be carried out in the upward bidding method as prescribed in Chapter III of the Law on Asset Auction.

5. In case there is only one person registering to participate in the auction, one participant in the auction, one bidder, or one acceptor of the price, it shall be implemented in accordance with Article 49 of the Law on Asset Auction.

In cases where the entire enterprise is sold along with land use rights when the State grants land with payment for land use or leases land in accordance with the Land Law, if only one person registers to participate in the auction, one person participates in the auction, one person bids, and one person accepts the bid, it shall be deemed as an unsuccessful auction in accordance with Article 52 of the Auction Law and must be conducted again. If the auction fails even after the third attempt, the representative body of the owner shall report to the Prime Minister for consideration and decision on an appropriate restructuring method.

Article 27. Responsibilities in Organizing the Sale of the Entire Enterprise

1. Responsibilities of the Prime Minister and the representative body of the owner when selling enterprises established by the decision of the Prime Minister:

a) The Prime Minister approves the plan to sell the entire enterprise based on the proposal of the representative body of the owner, taking into account the appraisal opinions of the Ministry of Finance and the opinions of the Ministry of Planning and Investment, the Ministry of Home Affairs, the Ministry of Justice, the Ministry of Labor, Invalids and Social Affairs, and the industry management ministry.

b) The representative body of the owner decides on the selection of intermediary financial organizations to provide valuation advisory services, enters into contracts or authorizes the enterprise to sign valuation advisory contracts; selects and enters into contracts for leasing enterprise auction services; approves plans for using managed labor and resolving surplus labor; publishes the value of the enterprise; submits the enterprise sale plan to the Prime Minister for approval; approves financial settlement, settlement of costs for selling the entire enterprise, settlement of support funds for surplus workers, settlement of proceeds from selling the entire enterprise; approves the sale results and signs the contract for purchasing the entire enterprise; reports on the completion of the sale of the entire enterprise;

c) The representative body of the owner resolves difficulties, complaints, and accusations related to the sale of the entire enterprise within its authority and in accordance with current laws; examines and decides on the handling of enterprise sale expenses in cases where the sale does not succeed or the sale of the entire enterprise is stopped;

d) The representative body of the owner guides, monitors, and supervises the process of selling the entire enterprise according to the contents stipulated in Articles 25, 26, and 29 of this Decree.

2. Responsibilities of the representative body of the owner when selling enterprises established by the decision of the representative body of the owner or entrusted with management:

a) The representative body of the owner decides on the selection of intermediary financial organizations to provide valuation advisory services, enters into contracts or authorizes the enterprise to sign valuation advisory contracts; selects and enters into contracts for leasing enterprise auction services; publishes the value of the enterprise; approves the enterprise sale plan; approves financial settlement, settlement of costs for selling the entire enterprise, settlement of support funds for surplus workers, settlement of proceeds from selling the entire enterprise; approves the sale results and signs the contract for purchasing the entire enterprise; reports on the completion of the sale of the entire enterprise;

b) Implements the contents stipulated at point c and d of clause 1 of this Article.

3. Responsibilities of the enterprise being sold:

a) Proactively prepare the documents specified in point a of clause 1 of Article 25 of this Decree; organize the resolution of financial issues and determine the enterprise's value in accordance with the law;

b) Submit to the representative body of the owner for decision or approval within its authority the contents stipulated in point b of clause 1 of this Article (for enterprises established by the Prime Minister) or point a of clause 2 of this Article (for enterprises established by the representative body of the owner or entrusted with management);

c) Enter into a contract for leasing enterprise valuation advisory services under the authorization of the representative body of the owner if authorized;

d) Create conditions for potential buyers to survey and access documents as stipulated in clause 1 of Article 28 of this Decree;

e) Organize and implement the plan to sell the entire enterprise through the auction method prescribed in Article 26 of this Decree; report to the representative body of the owner on the sale results;

f) Transfer assets, books, and related documents to the successful bidder;

h) Report to the representative body of the owner for examination and decision on the handling of enterprise sale expenses in cases where the sale does not succeed or the sale of the entire enterprise is stopped.

Article 28. Rights and responsibilities of organizations and individuals registering to purchase and the successful bidder at auction

1. Organizations and individuals registering to purchase:

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

b) Shall be responsible for keeping confidential information obtained from the survey and enterprise documents; shall not disclose or use such information to harm the enterprise. In case the purchaser discloses and uses information to harm the enterprise, they will be dealt with according to the provisions of the law;

c) Shall meet the conditions for transferring land use rights and leasing land, purchasing assets attached to land as stipulated in Articles 58 and 189 of the Land Law when purchasing an enterprise accompanied by land use rights and assets attached to land.

2. The successful bidder shall be responsible for:

a) Paying the purchase price for the enterprise according to the signed contract;

b) Not selling or transferring part of the capital and assets of the enterprise before completing the payment for the purchase of the enterprise and other commitments (if any) under the contract for the sale of the entire enterprise;

c) Having the right to choose the legal form of the enterprise after the purchase and to register the enterprise with the business registration authority. The registration documents shall comply with the Government's regulations on business registration, wherein the transfer agreement or documents proving the completion of the transfer shall be replaced by the decision of the competent authority approving the plan to sell the entire enterprise and the notice of the completion of the sale of the entire enterprise;

d) Having the right and responsibility to succeed the lawful rights, interests, and obligations of the enterprise recorded in the contract for the sale of the entire enterprise and previously signed contracts; shall be responsible for paying off debts and recovering receivables according to the commitment;

đ) For credit institutions that win the auction, they must comply with banking laws after completing the purchase of the enterprise.

Article 29. Approval of sale results, signing of contracts, handover, payment, and notification of the completion of the sale of the entire enterprise

1. Within five working days from the date of receiving the report from the enterprise on the auction process and the auction results, the representative body of the owner has the responsibility to review and approve the sale of the entire enterprise.

2. Within two working days from the date of approval of the sale of the entire enterprise, the organization conducting the auction must refund the deposit to legitimate bidders who did not win the auction. The deposit of the successful bidder shall be deducted from the purchase price of the enterprise. The deposit shall not be refunded to those who violate the auction session rules, the successful bidder who does not sign the contract as prescribed. The amount of the deposit not refunded shall be recorded as an increase in revenue from the sale of the entire enterprise and managed and used according to Article 31 of this Decree.

3. Within ten working days from the date of the decision approving the sale of the entire enterprise, the representative body of the owner or the organization or individual authorized in writing by the representative body of the owner and the successful bidder must sign the contract for the sale of the entire enterprise. The contract for the sale of the entire enterprise includes the following main contents:

a) Name, address, bank account number of the enterprise being sold;

b) Name, address, bank account number (if any) of the successful bidder;

c) Sale price of the enterprise;

d) Commitments of the successful bidder and the organization or individual selling the enterprise;

đ) Payment deadline for the purchase price of the enterprise; Method and deadline for handing over the enterprise;

e) Handling arising issues and disputes under the contract.

Attached to the contract is an inventory of assets and accounts receivable/payable (if any) agreed upon between the successful bidder and the enterprise being sold.

4. The successful bidder shall be responsible for fully paying the purchase price of the enterprise within the time limit specified in the sales contract. The Board of Directors or Chairman of the company of the enterprise being sold continues to manage the enterprise until the handover is completed. In case of loss of assets, the Board of Directors or Chairman of the company shall be responsible for compensation according to the provisions of the law.

5. Within fifteen working days from the date of completing the payment obligation and signing the handover certificate, the representative body of the owner shall notify the completion of the sale of the entire enterprise with the following contents:

a) Name, address of the enterprise being sold;

b) Name, address of the successful bidder;

c) Sale price, sale method;

d) Responsibilities of the successful bidder, the organization or individual selling the entire enterprise, and relevant authorities in handling remaining and arising issues.

The announcement of the completion of the sale of the entire enterprise shall be published in mass media and sent to the following authorities: Finance, Taxation, Labor - Invalids and Social Affairs, Statistics of the province or centrally administered city where the enterprise's headquarters is located.

Article 30. Costs of Selling the Entire Business

1. Costs of selling the entire business include expenses directly related to the process of selling the business from the time the decision to sell the business is made until the time the business is handed over to the successful bidder at auction. The costs of selling the entire business for state-owned enterprises with 100% state capital are approved and settled by the agency representing the owner. The General Director (Director) of the enterprise being sold decides on specific expenditure levels according to the contents already approved by the agency representing the owner and is responsible under the law for their decisions. All business sale expenses must ensure that they have complete, reasonable, legitimate, and economical supporting documents in accordance with current regulations.

2. Costs of selling the entire business include:

a) Direct expenses at the enterprise: Expenses for inventory verification and determining the value of the enterprise; Expenses for formulating the plan to sell the enterprise; Expenses for organizing meetings with employees to implement the sale of the entire enterprise; Expenses for promotional activities and publicizing information about the enterprise; Expenses for organizing the auction of the enterprise.

b) Fees paid to intermediary financial organizations for consulting on valuation and conducting the auction of the enterprise. Payment of fees to consulting organizations is based on the Contract signed between the relevant parties.

c) Other expenses related to the process of selling the entire enterprise (if any).

3. Audit fees for financial statements at the time of determining the enterprise's value are not considered costs of selling the entire business. The enterprise being sold shall account for these audit fees as production and business expenses in the period according to the regulations.

4. In cases where the entire business cannot be sold or the sale is stopped, or the expected revenue from selling the entire business is insufficient to cover the actual costs incurred, the agency representing the owner will consider and decide on the handling of the business sale expenses accounted for as business costs. If the enterprise continues to operate as a state-owned enterprise with 100% state capital, it will not be allowed to deduct these expenses when determining corporate income tax revenue. If the enterprise implements restructuring through other forms, the agency representing the owner will submit a request to the Ministry of Finance to allocate the budget to cover the business sale expenses along with relevant supporting documents.

Article 31. Management and Use of Proceeds from Selling the Entire Business

The proceeds from the sale of the entire enterprise held 100% by the State, after deducting the costs of selling the entire enterprise and the costs of implementing policies for employees and leaders/managers, shall be deposited into the central budget and local budget in accordance with the Government's regulations.

Article 32. Policies for Employees and Leaders When Selling the Entire Business

1. Employees who continue to work at the enterprise after the sale shall enter into new employment contracts.

2. Employees whose employment contracts are terminated shall be entitled to severance pay and termination benefits in accordance with labor laws or policies for surplus employees when selling the entire business.

3. Employees eligible for retirement benefits shall be handled in accordance with social insurance laws and other rights stipulated by labor laws.

4. Chairpersons and members of the Board of Members or Chairpersons of companies, General Directors (Directors), and Supervisors working under appointment systems shall be individually considered by the agency representing the owner to arrange jobs after the sale of the enterprise. In cases where appointments are made but no job can be arranged, they shall be handled according to the reduction in staff regulations.

PART 3
TRANSITION OF STATE-OWNED ENTERPRISES WITH 100% STATE CAPITAL INTO LIMITED LIABILITY COMPANIES WITH TWO OR MORE MEMBERS

Article 33. Conditions and Forms for Converting a Business into a Limited Liability Company with Two or More Members

An enterprise held 100% by the State may convert into a limited liability company with two or more shareholders when meeting the following conditions simultaneously:

1. Ensuring conditions similar to those for converting a business into a joint-stock company (this does not apply to forestry and agricultural companies undergoing conversion).

2. The Prime Minister shall examine and decide in cases where it is necessary to limit the number of members participating in capital contribution due to national defense, security, or other circumstances.

The conversion of a state-owned enterprise with 100% state capital into a limited liability company with two or more shareholders shall be carried out through the transfer of part of the existing state capital in the enterprise.

Article 34. Principles for Converting a Business into a Limited Liability Company with Two or More Members

1. Financial treatment, determination and adjustment of enterprise value, hiring consulting organizations to determine enterprise value, setting initial price and conversion plan shall be carried out according to the Government's regulations on converting state-owned enterprises holding 100% of charter capital into joint-stock companies.

2. Based on the structure of charter capital, the level of share issuance, and investor selection criteria approved by the competent authority in the Plan for Conversion into a Limited Liability Company with Two or More Members, the auction sale of state-owned shares shall be conducted in accordance with the law on converting state-owned enterprises holding 100% of charter capital into joint-stock companies. The selection of successful bidders shall follow the principle of choosing investors with the highest bids, but not exceeding 50 investors as stipulated in Clause 5, Article 35 of this Decree.

Article 35. Contents of the Plan for Converting a Business into a Limited Liability Company with Two or More Members

The restructuring plan includes the following basic contents:

1. The current status of the business at the time of determining its value.

2. Results of determining the enterprise value and issues that need further resolution.

3. Criteria for selecting investors to acquire state-owned shares related to business sectors, financial capacity, corporate management, technology, and market.

4. Charter capital level required for the business's production and operation activities.

5. Structure of charter capital, initial price, and transfer method based on: Considering the scale, nature of the business sector, and development requirements of the enterprise, specifically determining the minimum amount of capital that investors must purchase to ensure the number of members does not exceed 50 as stipulated by the Enterprise Law and relevant laws. Setting a minimum purchase level in the conversion plan without discriminating against investors from all economic sectors.

6. Draft Articles of Organization and Operation of the Limited Liability Company with Two or More Members in accordance with the Enterprise Law and current legal documents.

7. Plan for reorganizing labor management.

8. Plan for production and business operations over the next 3-5 years.

9. Land usage plan already approved by the competent authority.

Article 36. Responsibilities in Implementing the Conversion

1. Responsibilities of the Prime Minister and the State Capital Representative Authority in converting businesses established by the Prime Minister's decision:

a) The Prime Minister decides to approve the Plan for Converting State-Owned Enterprises Holding 100% of Charter Capital Established by the Prime Minister's Decision upon the proposal of the State Capital Representative Authority and opinions from the Ministry of Planning and Investment, Ministry of Finance, Ministry of Home Affairs, Ministry of Justice, Ministry of Labor, Invalids and Social Affairs, and the industry management ministry; Deciding to entrust the State Capital Representative Authority to manage the state-owned portion after conversion in the business.

b) The State Capital Representative Authority decides to select valuation consulting organizations, choose organizations to sell state-owned shares through auctions, and sign contracts or authorize the business to sign contracts with these organizations; Approving plans for using managed labor and resolving surplus labor; Announcing the results of determining enterprise value; Submitting the Plan for Converting the Business into a Limited Liability Company with Two or More Members to the Prime Minister for approval; Approving final financial settlement; Settling conversion costs; Settling support funds for surplus workers; Settling revenue from conversion and deciding to announce the actual value of the state-owned portion at the time the Limited Liability Company with Two or More Members receives its first Business Registration Certificate.

c) The State Capital Representative Authority is responsible for resolving disputes and complaints related to the conversion process within its jurisdiction and in accordance with current laws.

d) The State Capital Representative Authority guides, monitors, and supervises the conversion process according to the provisions of this Decree.

2. Responsibilities of the State Capital Representative Authority in converting businesses established by its decision or entrusted to manage:

a) The State Capital Representative Authority decides to select valuation consulting organizations, choose organizations to sell state-owned shares through auctions, and sign contracts or authorize the business to sign contracts with these organizations; Announcing the results of determining enterprise value; Approving the Plan for Converting the Business into a Limited Liability Company with Two or More Members; Approving final financial settlement; Settling conversion costs; Settling support funds for surplus workers; Settling revenue from conversion and deciding to announce the actual value of the state-owned portion at the time the Limited Liability Company with Two or More Members receives its first Business Registration Certificate.

b) The State Capital Representative Authority implements responsibilities specified in point c and d, Clause 1 of this Article.

3. Responsibilities of enterprises:

a) Proactively prepare documents to build the Conversion Plan; Organize financial issues and organize the determination of enterprise value in accordance with the law.

b) Submit to the representative body of the owner for decision or approval within its authority the contents stipulated in point b of clause 1 of this Article (for enterprises established by the Prime Minister) or point a of clause 2 of this Article (for enterprises established by the representative body of the owner or entrusted with management);

c) Sign contracts to hire valuation consulting organizations and organizations to sell state-owned shares through auctions under the authorization of the State Capital Representative Authority.

d) Organize the implementation of the Conversion Plan and complete the conversion into a Limited Liability Company with Two or More Members.

đ) Implement the procedure for registering the conversion into a limited liability company with two or more shareholders at the business registration authority. The enterprise registration dossier shall be carried out in accordance with the Government's regulations on business registration, wherein the transfer agreement or other documents proving the completion of the transfer shall be replaced by the decision of the state-owned enterprise representative body announcing the actual value of the state capital portion in the enterprise after selling the state capital, and the decision appointing the state capital representative (if any).

Article 37. Policy towards employees and managerial positions

1. Employees continue to work at the enterprise after the conversion shall enter into new labor contracts.

2. Employees who terminate their labor contracts shall be entitled to unemployment benefits or termination allowances in accordance with the laws on labor or policies for surplus employees when converting ownership of enterprises wholly owned by the State.

3. Employees eligible for retirement benefits shall be handled in accordance with social insurance laws and other rights stipulated by labor laws.

4. The Chairman and members of the Board of Members or the Chairman of the company, General Director (Director), and Supervisor working under the appointment system shall be considered individually by the state-owned enterprise representative body for job placement after the conversion. In cases where they cannot be placed in jobs, they shall be handled according to the reduction in staff regulations.

Article 38. Management and utilization of funds from the conversion of enterprises wholly owned by the State into limited liability companies with two or more shareholders

The amount of revenue from converting a state-owned enterprise with 100% state capital into a limited liability company with two or more shareholders, after deducting the costs of enterprise restructuring, employee resettlement policies, and leadership management personnel costs, shall be submitted to the central budget and local budgets according to the regulations of the Government.

PART 4
DISSOLUTION OF ENTERPRISES WHOLLY OWNED BY THE STATE

Article 39. Conditions for dissolution of enterprises

1. Enterprises wholly owned by the State shall be considered for dissolution in the following cases:

a) Revocation of the Enterprise Registration Certificate, except as otherwise provided by the Law on Tax Administration;

b) The enterprise shows signs of financial instability, placed under special financial supervision after the expiration of the period for implementing remedial measures or restructuring plans without recovering business operations and failing to implement other forms of ownership conversion or reorganization as prescribed by law;

c) Failure to fulfill assigned tasks by the State for two consecutive years after applying necessary measures;

d) Continued maintenance of the enterprise is unnecessary;

đ) Expiration of the operating term specified in the Company Charter without an extension provision.

2. An enterprise can only be dissolved if all debts and other property obligations are settled and it is not involved in litigation before the court or arbitration institution. Managers related to the enterprise and the enterprise specified in point a, Clause 1 of this Article shall jointly bear responsibility for the enterprise's debts.

3. Dissolution of the enterprise must comply with the documents on enterprise restructuring and renewal approved by the Prime Minister. If the dissolution has not been approved in the documents on enterprise restructuring and renewal, the state-owned enterprise representative body shall submit to the Prime Minister for consideration and decision (except in cases where the enterprise is dissolved due to revocation of the Enterprise Registration Certificate or expiration of the operating term specified in the Company Charter without an extension provision).

In cases where the conditions for dissolution mentioned above are no longer met or the enterprise has entered a state of bankruptcy, the representative body of the owner shall report to the Prime Minister for consideration and decision on reorganization in another form or implementation of bankruptcy.

Article 40. Authority to propose dissolution and decide on dissolution of enterprises

1. Authority to propose dissolution of enterprises:

a) Enterprises with 100% state-owned charter capital;

b) The representative body of the owner;

c) Inspection, auditing, tax authorities or other state agencies when performing their duties and discovering that the enterprise is in a situation requiring dissolution.

2. Authority to decide on dissolution of enterprises:

a) For enterprises established by decision of the Prime Minister, the Prime Minister decides on dissolution based on the proposal of the representative body of the owner and the opinions of the Ministry of Planning and Investment, the Ministry of Finance, the Ministry of Home Affairs, the Ministry of Justice, the Ministry of Labor, Invalids and Social Affairs, and the sectoral management ministry.

b) For enterprises established or managed by the representative body of the owner, the representative body of the owner decides on the dissolution of the enterprise.

Article 41. Dissolution process of enterprises

1. Within thirty working days from the date of determining that the enterprise falls under one of the situations for considering dissolution as stipulated in Article 39 of this Decree, the authority deciding on the dissolution of the enterprise shall issue a dissolution decision and establish a Dissolution Board to carry out the steps of enterprise dissolution.

2. The authority issuing the dissolution decision shall follow the contents prescribed in Article 42 of this Decree.

3. After the dissolution decision is issued:

a) The Dissolution Board is responsible for implementing the provisions of Article 43 of this Decree;

b) The enterprise is responsible for implementing the provisions of Article 45 of this Decree;

c) The direct tax collection agency is responsible for issuing a confirmation document regarding the fulfillment of tax obligations by the enterprise within five working days from the date of receipt of the request for confirmation of tax obligation fulfillment by the enterprise.

4. The Dissolution Board automatically ceases operations when the enterprise has completed all dissolution procedures as prescribed by law and the business registration agency transfers the legal status of the enterprise in the National Enterprise Registration Database to the dissolved status.

Article 42. Decision on dissolution of enterprises

1. The decision on dissolution of enterprises with 100% state-owned charter capital includes the following main contents:

a) Name and main address of the enterprise being dissolved;

b) Reason for dissolution;

c) Time limit and procedures for liquidating contracts and settling debts of the enterprise;

d) Plan for handling obligations arising from labor contracts;

đ) Full name and signature of the Chairman of the Board of Members or the Chairman of the company being dissolved.

2. Within seven working days from the date of issuance of the enterprise dissolution decision, this decision must be sent to the enterprise being dissolved and:

a) Employees of the enterprise;

b) Agencies or organizations proposing the dissolution of the enterprise;

c) Creditors and interested parties with rights, obligations, and interests related to the enterprise's outstanding financial obligations;

d) Specialized agencies under the provincial People's Committee in the field of finance and investment planning for enterprises dissolved by decision of the Chairman of the provincial People's Committee;

đ) Direct tax collection agency managing tax collection from the enterprise;

e) Provincial People's Committee, Provincial General Statistics Office, provincial business registration office where the enterprise being dissolved is headquartered, and the business registration office where the enterprise's branch or representative office is located.

Article 43. Liquidation Board for State-owned Enterprises with 100% Capital Contribution

1. The person authorized to decide on the dissolution of the enterprise shall establish a liquidation board for the enterprise. The liquidation board has the function of advising the decision-maker on organizing and implementing the dissolution of the enterprise. The composition of the liquidation board shall be carried out in accordance with Clause 2 and Clause 3 of this Article.

2. The liquidation board of an enterprise established by the Prime Minister's decision includes representatives from the following agencies:

a) The head of the agency entrusted with the function of representing the owner is the Chairman of the liquidation board of the enterprise;

b) Representatives from the Ministries of Planning and Investment, Finance, Labor, War Invalids and Social Affairs;

c) Representatives from organizations representing employees at the dissolved enterprise;

d) The Chairman of the Board of Members or the Chairman of the company of the State-owned enterprise with 100% capital contribution being dissolved;

đ) Depending on specific circumstances, additional representatives from other agencies or organizations may be invited to join the liquidation board.

3. The liquidation board of an enterprise established by the representative agency of the owner or entrusted with management includes representatives from the following agencies:

a) The representative of the representative agency of the owner is the Chairman of the liquidation board of the enterprise;

b) The representative of the unit subordinate or the specialized agency under the representative agency of the owner responsible for managing financial, planning, and labor affairs.

c) Representatives from organizations representing employees at the dissolved enterprise;

d) The Chairman of the Board of Members or the Chairman of the company of the State-owned enterprise with 100% capital contribution being dissolved;

đ) Depending on specific circumstances, additional representatives from other agencies or organizations may be invited to join the liquidation board.

Article 44. Powers and Responsibilities of the Liquidation Board

1. The liquidation board is entitled to use the seal of the enterprise to serve the dissolution process and request relevant state agencies to assist in recovering assets.

2. After the dissolution decision is made and the enterprise dissolution notice is published, the liquidation board is responsible for:

a) Recovering the seal of the dissolved enterprise to serve the dissolution process;

b) Organizing the dissolution of the enterprise according to the approved dissolution decision; the representative agency of the owner or the Board of Members, the Chairman of the company directly organizes the liquidation of the enterprise's assets, except where the Enterprise Charter provides otherwise; the payment of the enterprise's debts is carried out in the order specified in Clause 5 of Article 208 of the Enterprise Law;

c) Within seven working days from the end of the dissolution and settlement of all debts of the enterprise, the liquidation board must prepare a financial report on the dissolution of the enterprise, submit it to the decision-maker of the enterprise dissolution; prepare the dissolution dossier in accordance with the contents stipulated in Article 210 of the Enterprise Law and send it to the business registration authority where the enterprise was registered.

Article 45. Responsibilities of Dissolved Enterprises

1. Upon receiving the dissolution decision, the dissolved enterprise must publicly post the dissolution decision at its headquarters, branches, and representative offices, and publish it in an online newspaper or printed newspaper for three consecutive issues, accompanied by a notice regarding the date the enterprise ceases operations and the time for creditors to come for debt verification.

2. From the effective date of the dissolution decision, the State-owned enterprise with 100% capital contribution that is dissolved is responsible for:

a) Not carrying out all activities prohibited as provided in Article 211 of the Enterprise Law;

b) Ceasing business operations, settling all payable debts, lending assets, and holding assets in custody;

c) Closing accounting books; inventorying assets; verifying receivables and payables; 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);

đ) Submitting a document requesting the tax authority to confirm the fulfillment of tax obligations by the enterprise.

3. Within thirty working days from the effective date of the dissolution decision, the enterprise must hand over to the liquidation board:

a) Financial reports, accounting books, and related documents concerning the dissolution of the enterprise; lists of creditors and debtors of the enterprise;

b) All assets within the lawful ownership, management, and use of the enterprise (including unrecovered assets), assets received for safekeeping, borrowed, or rented.

Article 46. Policy towards employees and leaders/managers

1. Employees who meet the conditions for retirement benefits shall be implemented in accordance with the regulations of the social insurance law and other labor rights as provided by the labor law;

2. Employees who terminate their labor contracts shall be entitled to receive unemployment benefits or severance pay in accordance with the provisions of the Labor Law or the policy for surplus employees when enterprises are reorganized, where the State holds 100% of the charter capital.

3. The Chairman and members of the Board of Members or the Chairman of the company, General Director (Director) and Supervisor working under the appointment system shall be considered on a case-by-case basis by the representative body of the owner to arrange employment after the dissolution of the enterprise. In cases where they work under the appointment system but cannot be arranged employment, they shall be handled according to the regulations on streamlining the workforce.

Article 47. Time limit for Dissolution of Enterprises

1. The time limit for dissolving an enterprise shall not exceed one year from the date the dissolution decision becomes effective and may be extended further but not more than six months if agreed in writing by the entity making the dissolution decision. In cases where difficulties arise leading to an extension beyond the specified period, a report shall be submitted to the Prime Minister for consideration and decision.

2. In cases where an enterprise has its Business Registration Certificate revoked, the time limit for dissolution shall be carried out in accordance with the provisions of the Enterprise Law.

Article 48. Cases of transferring representation rights of state capital at enterprises with 100% state capital owned by the State

1. The forms of transferring representation rights of state capital at enterprises prescribed in this Decree only apply to non-payment transfers. Payment transfers shall be implemented in accordance with the laws on selling entire enterprises and transferring capital and assets within enterprises.

2. Forms of transferring representation rights of state capital at enterprises:

a) Transfer between representative bodies of owners is the transfer of ownership representation rights over enterprises with 100% state capital among Ministries, agencies equivalent to Ministries, government agencies, and provincial People's Committees;

b) Partial transfer of capital and assets between enterprises with 100% state capital is the transfer of ownership representation rights over a portion of capital and assets between enterprises with 100% state capital. This form applies only to portions of capital or assets between enterprises directly serving national defense and security to fulfill national defense and security tasks and other cases as decided by the Prime Minister;

The transfer of public investment projects and works from project and work management agencies to enterprises with 100% state capital shall be carried out in accordance with the laws on asset reallocation of state property;

The transfer of state capital at enterprises between the representative body of the owner and organizations or enterprises with functions of investing and operating state capital shall be implemented in accordance with separate regulations of the Government and the Prime Minister.

Article 49. Conditions for transfer between representative bodies of owners

The transfer of the right to represent the owner of the enterprise held 100% by state capital between representative agencies of the owner shall meet the following conditions:

1. The business activities of the transferred enterprise must align with the industry, sector, or management objectives of the receiving representative body of the owner.

2. Not subject to dissolution or loss of payment capability.

3. Included in the transfer of representation rights of state capital at enterprises in the document on enterprise restructuring and modernization approved by the Prime Minister. In cases not specified in this document, relevant representative bodies of the owner shall agree and report to the Prime Minister for consideration and approval.

Article 50. Principles for Implementing the Transfer of State Capital Ownership Representation Rights at Enterprises

1. The transfer of state capital ownership representation rights at enterprises shall be carried out according to the principle of transferring the enterprise in its current state.

2. In cases where there are changes in data after the transfer, the relevant parties shall cooperate to clarify the causes, propose measures to address them, and adjust the officially transferred data accordingly.

3. The transferred data shall be determined based on the financial report of the year or quarter that has been audited at the time closest to the transfer date, prepared in accordance with the prescribed regulations.

In cases where the enterprise has not yet submitted an audited annual or quarterly financial report, the transfer data shall be determined based on the most recent financial report of the enterprise. The representative agency of the owner or the enterprise receiving the transfer shall have the responsibility to hire independent auditing services to audit the enterprise's financial statements and adjust the transfer data (if necessary) in accordance with Clause 2 of this Article.

Article 51. Procedures and Formalities for Transferring State Capital Ownership Representation Rights at Enterprises

1. The enterprise shall prepare all necessary files, legal documents, unfulfilled contracts, certificates of ownership and usage rights for assets and land of the enterprise or the portion of capital and assets being transferred, and the audited financial report of the year or quarter at the nearest point in time; and report to the state capital ownership representative body.

2. Đối với trường hợp chuyển giao giữa các cơ quan đại diện chủ sở hữu, các cơ quan này phối hợp thẩm định, thống nhất về hồ sơ, số liệu; thỏa thuận về phương thức chuyển giao; các điều kiện, cam kết giao nhận doanh nghiệp, cam kết thanh toán nợ; thông báo bằng văn bản cho chủ nợ, người mắc nợ và các bên liên quan.

Đối với trường hợp chuyển giao một phần vốn, tài sản giữa các doanh nghiệp, cơ quan đại diện chủ sở hữu chỉ đạo các doanh nghiệp có liên quan phối hợp thẩm định, thống nhất về hồ sơ, số liệu; thỏa thuận về phương thức chuyển giao; các điều kiện, cam kết giao nhận phần vốn, tài sản; cam kết thanh toán nợ; thông báo bằng văn bản cho chủ nợ, người mắc nợ và các bên liên quan.

3. Tổ chức ký Biên bản chuyển giao quyền đại diện chủ sở hữu nhà nước tại doanh nghiệp, bao gồm các nội dung chính sau:

a) Tên, địa chỉ cơ quan đại diện chủ sở hữu

b) Tên, địa chỉ doanh nghiệp chuyển giao hoặc thông tin về phần vốn, tài sản thực hiện chuyển giao;

c) Giá trị doanh nghiệp hoặc giá trị phần vốn, tài sản thực hiện chuyển giao; phương thức giao nhận;

d) Các cam kết, quyền và nghĩa vụ của cơ quan đại diện chủ sở hữu và doanh nghiệp có liên quan.

Biên bản này được thông báo tại trụ sở doanh nghiệp, trên ít nhất một báo viết hoặc báo điện tử 03 số liên tiếp.

4. Sau khi chuyển giao giữa các cơ quan đại diện chủ sở hữu, doanh nghiệp chuyển giao thực hiện đăng ký thay đổi cơ quan đại diện chủ sở hữu tại cơ quan đăng ký kinh doanh. Hồ sơ đăng ký doanh nghiệp thực hiện theo quy định của Chính phủ về đăng ký doanh nghiệp, kèm theo hồ sơ phải có biên bản chuyển giao quyền đại diện chủ sở hữu vốn nhà nước tại doanh nghiệp.

Người đại diện theo pháp luật của doanh nghiệp chuyển giao thông báo công khai trên phương tiện thông tin đại chúng theo quy định của pháp luật về việc chuyển giao quyền đại diện chủ sở hữu vốn nhà nước tại doanh nghiệp, thay đổi tên (nếu có) và chủ sở hữu của doanh nghiệp trong thời hạn không quá 30 ngày làm việc, kể từ ngày được cấp Giấy chứng nhận đăng ký doanh nghiệp.

Điều 52. Quyền, trách nhiệm của cơ quan đại diện chủ sở hữu và doanh nghiệp

1. Quyền và trách nhiệm của cơ quan đại diện chủ sở hữu:

a) Thực hiện chuyển giao quyền đại diện chủ sở hữu vốn nhà nước tại doanh nghiệp theo chủ trương của Thủ tướng Chính phủ và Biên bản chuyển giao quyền đại diện chủ sở hữu nhà nước tại doanh nghiệp;

b) Thực hiện các quyền, trách nhiệm và nghĩa vụ theo Biên bản chuyển giao.

2. Quyền và trách nhiệm của doanh nghiệp:

a) Chịu trách nhiệm về tính chính xác về hồ sơ, số liệu.

b) Thực hiện các quyền, trách nhiệm và nghĩa vụ theo Biên bản chuyển giao. Đối với trường hợp chuyển giao một phần vốn, tài sản giữa các doanh nghiệp, doanh nghiệp nhận chuyển giao có trách nhiệm kế thừa cả quyền, trách nhiệm pháp lý về hợp đồng kinh tế, trách nhiệm thu hồi nợ, trả nợ, các nghĩa vụ với Nhà nước theo quy định của pháp luật và các trách nhiệm khác (nếu có).

Điều 53. Chính sách đối với lao động trong doanh nghiệp khi thực hiện chuyển giao

1. Doanh nghiệp chuyển giao lập danh sách toàn bộ lao động hiện có, danh sách lao động tiếp tục làm việc tại doanh nghiệp sau khi chuyển giao, danh sách người lao động đưa đi đào tạo lại để tiếp tục làm việc tại doanh nghiệp sau chuyển giao, danh sách người lao động nghỉ hưu, danh sách người lao động phải chấm dứt hợp đồng lao động.

2. Người lao động chấm dứt hợp đồng lao động được hưởng chế độ trợ cấp mất việc làm, thôi việc theo quy định của pháp luật về lao động.

3. Người lao động đủ điều kiện hưởng chế độ hưu trí được thực hiện theo quy định của pháp luật về bảo hiểm xã hội và các quyền lợi khác theo quy định của pháp luật về lao động.

Chương V
ĐIỀU KHOẢN THI HÀNH

Điều 54. Hiệu lực thi hành

1. Nghị định này có hiệu lực thi hành từ ngày 01 tháng 6 năm 2022 và thay thế các văn bản pháp luật sau đây:

a) Nghị định số 172/2013/NĐ-CP ngày 13 tháng 11 năm 2013 của Chính phủ về 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;

b) Nghị định số 128/2014/NĐ-CP ngày 31 tháng 12 năm 2014 của Chính phủ về bán, giao và chuyển giao doanh nghiệp 100% vốn nhà nước.

2. Bãi bỏ Nghị định số 69/2014/NĐ-CP ngày 15 tháng 7 năm 2014 của Chính phủ về tập đoàn kinh tế nhà nước và tổng công ty nhà nước.

4. Các đơn vị sự nghiệp công lập thuộc đối tượng chuyển đổi thành công ty trách nhiệm hữu hạn một thành viên theo quy định của pháp luật chuyên ngành được áp dụng các quy định về điều kiện, trình tự, thủ tục thành lập doanh nghiệp do Nhà nước nắm giữ 100% vốn điều lệ tại Nghị định này để chuyển đổi. Việc xử lý tài chính, tài sản trong quá trình chuyển đổi được thực hiện theo quy định của pháp luật về quản lý, sử dụng tài sản công.

Điều 55. Trách nhiệm thi hành

1. Bộ Kế hoạch và Đầu tư có trách nhiệm theo dõi thi hành Nghị định này.

2. Các Bộ trưởng, Thủ trưởng cơ quan ngang bộ, Thủ trưởng cơ quan thuộc Chính phủ, Chủ tịch Ủy ban nhân dân tỉnh, thành phố trực thuộc Trung ương, Chủ tịch Hội đồng thành viên hoặc Chủ tịch công ty của doanh nghiệp do Nhà nước nắm giữ 100% vốn điều lệ chịu trách nhiệm thi hành Nghị định này./.