Decree No. 38/1997/ND-CP Amending and Supplementing Certain Articles of Decree No. 50-CP dated August 28, 1996 of the Government on the establishment, organization, dissolution, and bankruptcy of state-owned enterprises.

DECREE

Regarding amendments and supplements to certain Articles of Decree No. 50-CP

dated August 28, 1996 of the Government on the establishment, organization, dissolution, and bankruptcy of state-owned enterprises.
____________

THE GOVERNMENT

Pursuant to the Government Organization Law dated September 30, 1992;

At the proposal of the Minister of Planning and Investment and the Central Steering Committee for Enterprise Reform,

DECREE:

Amending and supplementing certain Articles of Decree No. 50-CP dated August 28, 1996 as follows:

Article 1. Amending and supplementing Clause 1 and Clause 3, Article 2 on the registered capital for establishing state-owned enterprises:

"1. The registered capital at the time of establishment of a state-owned enterprise shall not be lower than the highest statutory capital requirement for the business sector permitted according to Appendix 2 attached to Decree No. 50-CP.

The Ministry of Finance shall coordinate with the Ministry of Planning and Investment to examine and resolve each specific project for state-owned enterprises established before the issuance of this Decree or dependent units that need to be converted into independent accounting entities in newly separated provinces (as per Resolution of the 10th Session of the Ninth National Assembly) and other special cases with registered capital lower than the above-mentioned statutory requirements. The general principle is to ensure that state-owned enterprises can operate normally in accordance with the annual state budget capacity, and not to resolve all cases simultaneously."

"3. Strictly prohibit the establishment of a state-owned enterprise without having the registered capital ready. Except for the part of capital provided by the state plan for preferential loans, other loans shall not be included in the registered capital of a state-owned enterprise."

Article 2. Amending Clause 3, Article 3 on the proposer for establishing a state-owned enterprise:

"3. The proposer for establishing a state-owned enterprise may be authorized to sign the decision to establish some state-owned enterprises founded by themselves after being approved in writing by the Prime Minister or a minister delegated by the Prime Minister to examine the project and notify agreement."

Article 3. Amending Article 4 on the decision to establish a state-owned enterprise:

"Article 4. Decision to establish a state-owned enterprise:
1. After passing the project to establish a state-owned enterprise under points a and b below,

the Prime Minister decides to establish some State Corporations and some particularly important state-owned enterprises. The Prime Minister delegates authority to:

a) The Minister of Defense, the Minister of Public Security to sign the decision to establish some state-owned enterprises directly serving national defense and security;

b) The Minister managing the economic and technical sector, the Chairman of the People's Committee of a province or centrally governed city to sign the decision to establish some State Corporations operating according to the model prescribed in Decision No. 90-TTg dated March 7, 1994, and some enterprises with registered capital at the time of establishment equivalent to the capital of group A investment projects as stipulated in Decree No. 42-CP dated July 16, 1996; the Minister managing the economic and technical sector to sign the decision to establish member enterprises of State Corporations established by the Prime Minister.

2. Ministers managing the economic and technical sectors decide to establish state-owned enterprises that are members of State Corporations authorized by the Prime Minister to sign the establishment decision and public welfare enterprises founded by themselves.

3. The Chairman of the People's Committee of a province or centrally governed city decides to establish member enterprises of State Corporations authorized by the Prime Minister to sign the establishment decision and public welfare enterprises proposed for establishment by second-class cities, districts, towns within their localities or founded by themselves.

4. The Minister of Planning and Investment assists the Prime Minister in examining the project and agreeing in writing for ministers and Chairmen of People's Committees of provinces or centrally governed cities to sign the establishment decision for state-owned enterprises not covered by the above clauses, proposed for establishment by ministers managing the economic and technical sectors and Chairmen of People's Committees of provinces or centrally governed cities."

Article 4. Amending Clause 1, Article 7 on examination (state-owned enterprises):

"1. The person authorized to make the decision or delegated to make the decision to establish a state-owned enterprise assigns an affiliated organization to handle the establishment and restructuring files of state-owned enterprises. The Central Steering Committee for Enterprise Reform is responsible for handling the establishment and restructuring files of enterprises decided or delegated to decide by the Prime Minister. The Enterprise Reform Sub-committees of ministries and provincial or centrally governed city People's Committees are responsible for handling the establishment files of enterprises within the authority of ministers and Chairmen of People's Committees of provinces or centrally governed cities to decide and those delegated to decide.

The person deciding to establish or delegated to decide to establish an enterprise must form an Examination Board consisting of experts familiar with the matters to be examined together with the Central Steering Committee or the Enterprise Reform Sub-committees of ministries and provincial or centrally governed city People's Committees to review the establishment proposals."

Article 5. Amending and supplementing Clause 1 and Clause 2, Article 13 on changes after registration:

The Prime Minister authorizes the Chairman of the Management Board of State Corporations established by the Prime Minister to decide on changes and additions to business lines consistent with the registered capital and technological conditions of each enterprise (except for industries requiring separate approval from the Prime Minister or a business license)..

Decide to change the name of the enterprise if the new name does not conflict with the main business line and is in line with the guidance of relevant sectors.

After deciding on changes to business lines and renaming the enterprise, the Chairman of the Management Board must report to the Prime Minister.

Article 6. Supplementing Clause 8 and Article 17 on the scope of application:

"3. Political and social organizations that were previously permitted by the Prime Minister to implement Decree No. 388-HĐBT dated November 20, 1991 of the Council of Ministers (now the Government) on the establishment and dissolution of state-owned enterprises shall now implement Decree No. 50-CP dated August 28, 1996 of the Government and related provisions. The establishment files of political and social organizations at provincial level shall be submitted to the Chairman of the People's Committee of the province, while those at central level shall be submitted to the Minister in charge of the economic and technical management sector of the main business field for examination and decision on establishment."

Article 7. THIS DECREE SHALL TAKE EFFECT 15 DAYS AFTER THE DATE OF ISSUE.

Based on the above content, the Ministry of Planning and Investment guides sectors and localities to implement uniformly, while researching to submit to the Prime Minister for issuance of regulations on naming enterprises (belonging to various economic components) to ensure that enterprises of the same type on the same territory do not have identical names, preventing infringement of ownership rights over enterprise name copyrights.

The Ministry of Finance guides the principles for confirming registered capital in the establishment of state-owned enterprises and issues financial system regulations and procedures for dissolving state-owned enterprises instead of the abolished provisions..

Ministers, heads of ministerial-level agencies, heads of agencies under the Government, Chairmen of People's Committees of provinces and centrally governed cities, and relevant organizations are responsible for implementing this Decree./.