Circular No. 323/TT-GTVT guiding the Government's Decree No. 45/CP dated April 29, 1997 on the model cooperative charter for transportation cooperatives and some provisions of Government Decree No. 2/CP dated January 2, 1997 and Government Decree No. 16/CP dated February 21, 1997 concerning transportation cooperatives.

 

CIRCULAR

Guidelines for the Government Decree No. 45/CP dated April 29, 1997 promulgating the Model Cooperative Charter for Transport and Logistics Cooperatives and certain provisions of Government Decrees No. 2/CP dated January 2, 1997 and No. 16/CP dated February 21, 1997 concerning transport and logistics cooperatives.

Article 1, Article 6 of Government Decree No. 2-CP dated January 2, 1997 on the tasks, powers, and responsibilities of ministries, ministerial-level agencies, government agencies, and local people's committees at all levels in managing cooperatives.

Articles 13, 14, 15, and 28 of Government Decree No. 16-CP dated February 21, 1997 on the conversion, registration, and organization of activities of cooperative unions.

In order to strengthen state management functions, the Ministry of Transport hereby provides detailed guidance on the following points:
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I. SCOPE OF APPLICATION OF THE MODEL CHARTER AND THIS CIRCULAR

1. Cooperatives engaged in production, business, and service activities related to transport and logistics shall apply the Model Cooperative Charter for Transport and Logistics Cooperatives issued with Government Decree No. 45-CP dated April 29, 1997, and the guidelines provided in this Circular.

2. Cooperatives engaged in construction works, new construction, restoration, and repair of transport equipment must comply not only with the Cooperative Charter for Transport and Logistics but also with the Model Charter for Industrial and Construction Cooperatives issued with Government Decree No. 44-CP dated April 29, 1997, and the implementation guidelines of this Decree.

This Circular does not apply to cooperative groups.

II. ESTABLISHMENT AND CONVERSION OF TRANSPORT AND LOGISTICS COOPERATIVES

1. Founders establishing transport and logistics cooperatives must meet the conditions stipulated in the Law on Cooperatives and have knowledge about the industry of transport and logistics that the cooperative intends to engage in. The procedures and formalities for establishing a transport cooperative shall be carried out according to Articles 12 and 13 of the Law on Cooperatives.

2. Conversion of transport and logistics cooperatives shall be conducted in accordance with Government Decree No. 16-CP dated February 21, 1997, and the guidelines set forth in this Circular. Management agencies at all levels of transport and logistics shall assist cooperatives during the conversion process, especially those with large scale operations spanning provinces or internationally, where the Department of Transport (Department of Transport and Public Works) shall assist cooperatives in completing conversion procedures, amending the Cooperative Charter, and developing production and business plans.

3. The founding assembly or the members' congress converting the cooperative must include participation from the transport and logistics management agency as follows:

a) The district-level transport and logistics department shall participate in the founding assembly or members' congress of transport and logistics cooperatives operating within the district, county, town, or provincial city.

b) The Department of Transport (Department of Transport and Public Works) shall participate in the founding assembly or members' congress of transport and logistics cooperatives operating within the province or city and across provinces.

c) Specialized management departments and functional bureaus shall participate in the founding assembly or members' congress of transport and logistics cooperatives operating internationally.

4. Suitable industries for production, business, and services for various types of transport and logistics cooperatives.

a) Centralized production and business type transport and logistics cooperatives are suitable for cooperatives engaged in cargo transportation, passenger transportation by road, inland waterways, sea, loading and unloading of goods, bus stations, inland waterway ports at the district level, repair, restoration, and new construction of transport equipment, construction, maintenance, and preservation of transport infrastructure, and transport services.

For centralized production and business type cooperatives, the management and operation system of the cooperative is responsible for organizing all production and business activities of the cooperative, members share profits and risks together. The cooperative uses members' capital contributions to invest in the development of its production and business activities. The means of transport, materials, and infrastructure of the cooperative belong to the cooperative.

b) Service support type cooperatives are suitable for cooperatives engaged in cargo transportation and passenger transportation by road and inland waterways.

For service support type cooperatives, except for members involved in management and service work of the cooperative, the main force of members must own their own transport means, manage and operate their own means of transport, and bear personal responsibility according to the law. Depending on the characteristics and tasks of the service support cooperative, the Cooperative Charter and economic agreements between the cooperative and members must clearly specify the services provided by the cooperative to members, financial responsibilities of the cooperative and members in operating transport means owned by members.

c) Mixed type transport and logistics cooperatives that both centralize production and provide service support are suitable for cooperatives that have infrastructure, equipment, and machinery belonging to the cooperative while mobilizing owners of transport means to join the cooperative to expand production and business activities and diversify cooperative operations. The organizational management and operational mechanisms of this type of cooperative must suit the member base and be fully reflected in the Cooperative Charter approved by the founding assembly or members' congress.

5. The chosen industries for production, business, and services by the cooperative must be specifically recorded in the Cooperative Charter to serve as the basis for issuing the Business Practice Permit and Business Registration Certificate for the cooperative.

6. Registered Capital of Transport and Logistics Cooperatives.

Depending on the type of transport and logistics cooperative, the registered capital shall be determined by the founding assembly or members' congress of the cooperative, ensuring sufficient funds to maintain management activities, fulfill economic contracts in production, business, and services, and to cover potential risks.

c) The mixed transportation cooperative model that simultaneously carries out centralized production and appropriate supporting services for transportation cooperatives, possesses infrastructure, vehicles, machinery, and equipment owned by the cooperative, and mobilizes vehicle owners to join the cooperative to expand production, business operations, and diversify cooperative activities. The organizational management and operational mechanisms of this type of cooperative must be suitable for member subjects and fully reflected in the Cooperative Charter approved by the Founding Conference or the Members' Congress.

5. The production, business, and service sectors chosen by the cooperative must be specifically recorded in the Cooperative Charter to serve as the basis for issuing the Business Practice Permit and the Business Registration Certificate for the cooperative.

6. Registered capital of transportation cooperatives.

Depending on the type of transportation cooperative, the registered capital established by the Founding Conference of the cooperative or the Members' Congress converting the cooperative must ensure sufficient levels to maintain management operations, fulfill economic contracts in production, business, and services provided by the cooperative, and provide risk reserves.

III. ISSUANCE OF LICENSES FOR TRANSPORTATION BUSINESS OPERATIONS

1. The transportation business operation license shall be issued by the competent authority to production, business, and service cooperatives in the following industries prior to their application for business registration:

a) Sea transport (including long-distance and coastal transport).

b) Cargo and passenger transport by motor vehicles on land (including inter-provincial, intra-provincial, and international transport).

c) Cargo and passenger transport by inland waterway vessels (including inter-provincial, intra-provincial, and international transport).

d) Transport of oversized and overweight cargo.

e) Passenger transport by non-motorized means on land and inland waterways.

g) Cargo handling by mechanical means.

h) Transportation services.

i) Bus stations and inland waterway ports within the scope of a district.

k) Repair, restoration, construction, and new building of transportation equipment and facilities.

l) Maintenance and repair of transportation infrastructure.

2. Conditions for issuing a transportation business operation license:

a) The cooperative must have a minimum number of members as stipulated in Article 1 of the Model Cooperative Charter for Transportation Cooperatives issued together with Decree No. 45-CP dated April 29, 1997 of the Government.

b) Members of the Management Board and Supervisory Board of the cooperative must meet the criteria set forth in Article 14 and Article 17 of Decree No. 45-CP dated April 29, 1997. For certain specialized transportation industries, they must also satisfy the following conditions:

b.1) Chairperson:

For large-scale cooperatives engaged in cargo and passenger transport by road, inland waterways, and sea operating at the inter-provincial and international level, transportation service cooperatives, mechanical cargo handling cooperatives, cooperatives constructing new transportation equipment and facilities, and cooperatives maintaining and repairing transportation infrastructure, the chairperson must have a technical qualification in transportation from a vocational college or equivalent.

For small-scale cooperatives engaged in intra-provincial, intra-district, and intra-county road transport, mountainous and island cooperatives, district-level bus stations and inland waterway ports, and cooperatives engaged in primitive transportation, the chairperson only needs to have experience in managing cooperatives.

- Having attended a legal training course on transportation organized by provincial transportation departments, provincial public works and transportation departments, or vocational schools under the Ministry of Transportation and obtained a certificate.

- Having worked in the transportation industry for at least three years.

b.2) Other members of the Management Board: must meet the conditions as the cooperative chairperson but have worked in the transportation industry for two years.

b.3) Members of the Supervisory Board: must have knowledge in management, economics, and finance.

b.4) The cooperative's Chief Accountant: must have completed training as prescribed by the Ministry of Finance.

c) Owners of equipment in support service cooperatives must attend a legal training course on transportation organized by provincial transportation departments, provincial public works and transportation departments, or vocational schools under the Ministry of Transportation and obtain a certificate.

d) For newly established cooperatives, managers and executives must meet the conditions specified in point b. For converted cooperatives, managers and executives must meet the qualifications specified in point b within eighteen months.

3. Procedures for issuing a transportation business operation license:

a) The cooperative submits an application for a transportation business operation license to the competent authority issuing the license. The application includes:

- An application form for a transportation business operation license.

- Minutes of the founding meeting of the cooperative (according to model 04/ĐKKD-HTX issued together with Circular No. 4-BKH/QLKT dated March 29, 1997 of the Ministry of Planning and Investment).

- The cooperative charter approved at the founding meeting of the cooperative or the member assembly of a converted cooperative (accompanied by a list of members, addresses, and contributed capital).

- Business plans for production, business, and services.

- A list of resumes of the Management Board, Supervisory Board, and Chief Accountant (accompanied by certified copies of relevant certificates and diplomas from the People's Committee of the district or the issuing authority).

b) Within ten days from the date of receipt of a complete and valid application, the competent authority will review and issue a transportation business operation license to the cooperative if it meets the requirements. If the cooperative does not meet the requirements for obtaining a license, the competent authority issuing the license must notify the cooperative in writing.

4. Competent authorities issuing transportation business operation licenses:

a) The Ministry of Transportation issues licenses to cooperatives engaged in long-distance sea transport and transportation service cooperatives.

b) The Vietnam Maritime Administration issues licenses to cooperatives engaged in domestic sea transport and international sea transport on nearby routes (to Cambodia, China, Southeast Asia, Northeast Asia).

c) The Vietnam Highway Administration issues licenses to cooperatives engaged in oversized and overweight cargo transport and international transport by road.

d) The Vietnam Inland Waterway Administration issues licenses to cooperatives engaged in oversized and overweight cargo transport and international transport by inland waterway vessels.

e) Provincial Transportation Departments (Provincial Public Works and Transportation Departments) issue licenses to cooperatives engaged in inter-provincial and intra-provincial cargo and passenger transport by motor vehicles on land and inland waterways, cooperatives engaged in passenger transport by non-motorized means, mechanical cargo handling cooperatives, district-level bus stations and inland waterway ports, and cooperatives maintaining and repairing transportation infrastructure.

5. Validity periods of transportation business operation licenses include two types:

a) Temporary licenses valid for six to eighteen months are issued to cooperatives where the Management Board, Supervisory Board, or Chief Accountant do not yet meet the conditions specified in point b, Section 2, Part III of this Circular.

b) Licenses valid for five years are issued to cooperatives that meet all the required conditions.

6. Transportation business operation licenses are standardized. The issuing authority may collect and use fees according to regulations of the Ministry of Finance.

7. Cooperatives that change or supplement their production, business, and service activities or alter their scope of operations must reapply for a transportation business operation license.

8. The issuance of the Practice License for cooperatives engaged in repairing, restoring, and building new transportation means and equipment shall be carried out in accordance with Decision No. 940-QĐ/PC/KHKT dated May 20, 1991 of the Ministry of Transport.

IV. IMPLEMENTATION

This Circular takes effect 15 days from the date of signature.

2. Cooperatives of Transportation that have been established or converted in accordance with the Law on Cooperatives and Decree No. 16-CP dated February 21, 1997 prior to the effectiveness of this Circular must apply for a Practice License in accordance with the provisions of this Circular.

3. The Chairpersons of People's Committees of provinces and centrally governed cities, Heads of specialized management Bureaus, functional Departments, Directors of Departments of Transportation (Departments of Transportation and Public Works), and relevant organizations and individuals are responsible for implementing this Circular. Any difficulties encountered during implementation should be promptly reported to the Ministry of Transport for study and appropriate amendments.