Decree No. 50-CP on the establishment, reorganization, dissolution, and bankruptcy of state-owned enterprises.

DECREE

Regarding the establishment, dissolution, and bankruptcy of state-owned enterprises

 _____________________

THE GOVERNMENT

Pursuant to the Government Organization Law on December 30 September 1992;

To unify the implementation of the establishment, dissolution, and bankruptcy of state-owned enterprises as stipulated in Chapter III of the State-Owned Enterprise Law dated April 20, 1995;

At the proposal of the||| Ministry of Science and Technology Planning and Investment and the Ministry of Minister, Chairman of the Central Steering Committee for Enterprise Renewal,

DECREE:

I. ESTABLISHMENT OF ENTERPRISES ENTERPRISES体制机制物质技术条件、人力资源报告（根据2016年7月1日第105/2016/NĐ-CP号政府决议附表02规定，该决议对计量器具和测量标准的检定、校准、检测活动条件进行了规定，并经2018年第154/2018/NĐ-CP号决议第二条第十二条修正）"5. The pre-tax weighted average cost of capital i (%) is determined according to the formula below: STATE

Article 1. Industries and sectors are prioritized for consideration when establishing state-owned enterprises.

1. State-owned enterprises as defined in Article 1 and Article 2 of the State-Owned Enterprise Law shall be considered for establishment when competent state agencies as prescribed in Article 3 and Article 4 of this Decree deem it necessary to establish enterprises in industries, sectors, and operating areas where there is a need for regulation, guidance, and promotion of the growth of a multi-sector economy in a socialist orientation. These enterprises should be established in industries, sectors, and operating areas where there is a need for regulation, guidance, and promotion of the growth of a multi-sector economy in a socialist orientation.

2. The industries and sectors prioritized for consideration when establishing state-owned enterprises are specified in Appendix 1 attached to this Decree.

Article 2. Registered capital for the establishment of state-owned enterprises.

1. The registered capital at the time of establishment of state-owned enterprises must not be lower than the total statutory capital for each business activity as specified in Appendix 2 attached to this Decree.

2. The proposer of the establishment of state-owned enterprises as stipulated below must ensure:

a) The registered capital at the time of proposing the establishment of the enterprise is already available;

b) The registered capital must have a legal source and be clearly defined according to the regulations of the Ministry Ministry of Finance.

3. Strictly prohibit the establishment of state-owned enterprises without available registered capital. Borrowed funds cannot be included in the registered capital of state-owned enterprises.

Article 3. Proposer of the establishment of state-owned enterprises.

1 . Ministers of Ministries, Heads of ministerial-level agencies, Heads of government-affiliated agencies, Chairmen of Provincial People's Committees (hereinafter referred to as provincial level), and Boards of Directors of State-owned Corporations are the proposers of the establishment of enterprises according to the development planning of their respective industries; localities or corporations.

2. Chairmen of District People's Committees, County People's Committees, City People's Committees, and Municipal People's Committees directly under the provincial level are the proposers of public utility enterprises operating within their jurisdictions.

3. The proposer of the establishment of a state-owned enterprise cannot simultaneously be the decision-maker for the establishment of that state-owned enterprise.

Article 4. Decision to establish state-owned enterprises.

1. The Prime Minister decides to establish state-owned corporations, enterprises directly serving national defense and security, enterprises with registered capital at the time of establishment equivalent to the capital of group A investment projects and enterprises with main business activities in economic and technical sectors managed by the Ministry managing that economic and technical sector upon its proposal to establish such enterprises.

After approving the project to establish the enterprise, the Prime Minister delegates authority to a Minister to decide on the establishment of some corporations and some state-owned enterprises under the Prime Minister's authority to decide on establishment.

2. The Ministry of Science and Technology Economic and technical sectors managed by the Ministry can delegate authority to decide on the establishment of state-owned enterprises with main business activities in that economic and technical sector, which are proposed by other Ministers to establish; enterprises proposed by the Chairman of the Provincial People's Committee or the Board of Directors of State-owned Corporations (authorized or delegated to sign the establishment decision) and enterprises engaged in public utilities of the Ministry itself.

3. The Chairman of the Provincial People's Committee decides to establish state-owned enterprises that are members of corporations established by himself, and enterprises engaged in public utilities of his locality.

Article 5. Contents of the project to establish state-owned enterprises.

1. Name of the enterprise. Proposed location for building the enterprise. List of products and services expected to be traded. Market conditions or market demand for each type of product and service.

2. Expected capacity to supply raw materials, auxiliary materials, and other necessary conditions for the enterprise to operate normally after establishment.. Expected raw material region planning. Expected labor resources and ability to attract labor.

3. Expected types of products or services and technological equipment levels.

4. Expected design capacity. Ability to exploit design capacity in the first five years from the date the enterprise begins operations.

5. Preliminary estimate of initial investment capital. Among which, the expected sources and proportion of state capital; sources and methods of raising the remaining capital; ability to form and progress of payment of raised capital. Expected needs and measures to create working capital when the enterprise starts operations..

6. Expected schedule for completing basic construction, trial operation, and official commencement of operations.

7. Capacity to sell products and services. Expected economic and social benefits of establishing this enterprise.

8. Expected impact and influence on the environment and measures to protect the environment.

Article 6. File Proposal to establish state-owned enterprises.

1. The application for the establishment of state-owned enterprises includes:

a) A report proposing the establishment of the enterprise;

b) Project to establish the enterprise. For enterprises authorized by the Prime Minister to decide on establishment as stipulated in Clause 1 of Article 4, there must also be a written agreement from the Prime Minister regarding the project to establish that enterprise;

c) Registered capital amount and written opinion of the financial agency on the source of registered capital and the amount of registered capital granted;

d) Draft Articles of Organization and Operation of the enterprise;

đ) Suggestions on the organizational form of the enterprise;

e) Opinion written opinion of the Ministry managing the main business activities; business licenses for certain business activities requiring licenses under the law.

For certain business activities as stipulated in Article 11 of the Company Law, there must be an agreement from the Prime Minister;

g) Presentation of environmental protection solutions,

h) Opinion written opinion of the Chairman of the Provincial People's Committee on land use rights and other issues related to the locality where the enterprise's headquarters and production facilities are located.

2. In the case of the authorization mentioned in Article 4 above, within fifty (50) days from receiving the Prime Minister's document agreeing to approve the proposal for establishing the enterprise, the person proposing to establish the enterprise must submit the complete establishment proposal dossier to the person authorized by the Prime Minister to decide on the establishment of the enterprise.

Article 7. Examination of State-owned Enterprise Establishment.

1. Depending on the nature, scale, and scope of operation of the enterprise, the authority responsible for signing the decision to establish the enterprise (based on the分级授权或委托) shall establish an Examination Board based on their own administrative apparatus and invite experts familiar with the contents to be examined to review the establishment proposal dossier.

2. The contents that need to be carefully reviewed before deciding to establish a State-owned enterprise include:

a) The establishment proposal dossier must be complete and valid as stipulated in Article 6 of this Decree. If the dossier is not valid or does not sufficiently provide necessary information about the establishment of the enterprise, the Examination Board will request the proposer to supplement and complete it;

b) The project for establishing a State-owned enterprise must ensure feasibility and effectiveness, aligning with the national economic and social development strategy and planning; technological level and equipment must meet the standards set by the state and ensure environmental protection and other legal regulations;

c) The registered capital must correspond to the scale, business industry, field of activity, and comply with the provisions of Article 2 of this Decree;

d) The draft Charter regarding the organization and operation of the enterprise must not contravene the Law on State-Owned Enterprises and other relevant legal regulations;

đ) The location of the headquarters and business premises must be suitable for the nature and scale of business operations, have all necessary conditions to meet the business needs of the enterprise, and must have the written approval of the competent state agency where the headquarters and production/business premises are located.

3. Experts designated or invited to participate in the Examination Board may exchange opinions, submit their independent written opinions, and bear responsibility for those opinions. The Chairman of the Examination Board compiles these opinions and presents them to the authority responsible for signing the decision to establish the State-owned enterprise. The principle of majority voting is not applied in the activities of the Examination Board.

4. The authority responsible for signing the decision to establish the State-owned enterprise shall fully exercise their powers and bear responsibility for the establishment or non-establishment of the proposed State-owned enterprise.

Article 8. Time limit for announcing the results of the examination of State-owned enterprise establishment.

1. Within thirty (30) days from the date of receipt of the establishment proposal dossier of the State-owned enterprise, the authority responsible for examining the dossier shall sign the decision to establish the State-owned enterprise and approve the Charter regarding the organization and operation of the enterprise. All decisions to establish State-owned enterprises must be sent to the Ministry of Planning and Investment, the relevant ministry managing the economic and technical sector. Within thirty (30) days from the date of the establishment decision, the appointment of the Chairman, members of the Board of Directors (if any), and the General Director or Director of the enterprise must be completed according to the legal provisions.

2. In cases where establishment is not agreed upon, the authority responsible for deciding on the establishment of the enterprise shall respond in writing to the proposer of the State-owned enterprise within the time limit specified in Clause 1 of this Article.

For enterprises whose projects have been approved by the Prime Minister, the person authorized by the Prime Minister to sign the establishment decision for such enterprises must report to the Prime Minister the reasons for not establishing the enterprise.

Article 9. Business Registration.

1. Application documents for examination of commendation titles include: The business registration dossier includes: the establishment decision, the Charter regarding the organization and operation of the enterprise (already approved), the financial agency's confirmation of the registered capital amount granted, the certificate of right to use the enterprise's property and land, the decision appointing the Chairman and members of the Board of Directors (if any), and the General Director or Director of the enterprise.

2. Business registration must be completed within sixty (60) days from the date of signing the establishment decision. The enterprise acquires legal personality to conduct business operations from the date of issuance of the business registration certificate.

3. Within forty-five (45) days from the date of signing the establishment decision, the enterprise must submit the complete business registration dossier to the Department of Planning and Investment of the province where the enterprise's main office is located.

4. Within fifteen (15) days from the date of receiving the complete dossier, the Department of Planning and Investment of the province must issue the business registration certificate to the enterprise.

5. If the procedures for issuing the business registration certificate are not completed within the time limit specified in Clause 2 of this Article, the establishment decision becomes ineffective; however, if there are justifiable reasons, the person who signed the establishment decision may extend the validity of the decision, but not exceeding thirty (30) days.

6. Within seven (7) days from the date of issuing the business registration certificate, the Department of Planning and Investment of the province shall send a copy of the business registration certificate to each of the following agencies: the provincial Tax Bureau; the State Capital Management Agency or the State Asset Management Bureau assigned to manage the enterprise; the provincial Statistics Bureau; the Commercial Court of the People's Court at the provincial level; the provincial People's Committee where the enterprise's main office is located; the Ministry of Planning and Investment; the relevant ministry managing the economic and technical sector. management of economic-industrial sectors.

Article 10. Announcing the Establishment of State-Owned Enterprises in Newspapers. Within thirty (30) days from the date of obtaining the business registration certificate, the enterprise must publish in five consecutive issues of a central or local daily newspaper in the location where the enterprise's main office is situated. The enterprise is exempted from publishing in certain special cases approved by the person who signed the establishment decision and recorded in the establishment decision.

12. The content of the publication includes:

2. The content for publication includes:

a) Name, main address of the enterprise; full name of the Chairman, members of the Board of Directors (if any) and of the General Director of state-owned corporations or independent enterprises; telephone number, telegraph, and long-distance telecommunication;

b) Account number; bank where the enterprise opens its account; charter capital at the time of establishment;

c) Name of the authority issuing the establishment decision; number and date of the establishment decision; business registration number, date and name of the authority issuing the business registration certificate;

d) Business activities;

đ) Time of commencement of operations and duration of operation;

Article 11. Establishment of dependent units, branches, and representative offices; 1. The Board of Directors of state-owned corporations decides on the establishment of accounting-dependent units of member enterprises with independent accounting within the corporation;

2. The Board of Directors of state-owned enterprises or the General Director of enterprises without a Board of Directors decides on the establishment of dependent units of their own enterprises; 3. Enterprises may establish branches or representative offices in provinces or centrally-administered cities, except for the province or centrally-administered city where the enterprise's headquarters is located, after obtaining a written agreement from the Chairman of the People's Committee of the province where the branch or representative office is to be established;

4. Enterprises with dependent units, branches, and representative offices shall define the functions, tasks, and specific content of activities for these units and bear full responsibility under the law for all activities of these units;

5. Within fifteen days from the establishment of a dependent unit or branch, the enterprise must register for business at the Department of Planning and Investment of the province where the dependent unit or branch is located;

6. The establishment of branches or representative offices of enterprises abroad shall be carried out in accordance with current regulations;

II. REORGANIZATION, DISSOLUTION, AND BANKRUPTCY OF STATE ENTERPRISES Reorganization of state enterprises;

The merger, division of independent state enterprises or independent accounting members of state corporations to form one or several independent enterprises or members of a corporation; the conversion of an accounting-dependent enterprise into an independent enterprise or an independent accounting member within a corporation must be decided by the person who signed the establishment decision of that enterprise and implemented according to the procedures stipulated in Section; 2. In cases of merging one or several enterprises into another independent enterprise, it must be decided by the person who signed the establishment decisions of those enterprises on the merger plan and the cancellation of the names of the merged enterprises. The enterprise receiving the merged enterprise retains its legal entity and does not need to re-register establishment and business registration, but must register new charter capital after the merger. If there is a change in business activities, the enterprise must register the supplementary changes in business activities;

3. The admission of new members or the resolution for member units to leave state corporations shall be proposed by the Board of Directors of the state corporation to the person who signed the establishment decision of the corporation for consideration and decision. For state corporations established by the Prime Minister, the Prime Minister may delegate this authority to a Minister;

Article 12. Credit organizations on In cases where an independent enterprise outside the corporation wishes to join the corporation, such an enterprise must submit a request for admission and obtain written approval from the person who established that enterprise;

1. Other changes after business registration; 1. Apart from industries requiring permission from the Prime Minister and industries requiring business licenses under current regulations, enterprises can change their business activities within the scope of not changing the primary industry classification, while registering the change in business activities with the authority that issued the business registration certificate. After the change in business activities, the enterprise must publish the change in business activities; the authority issuing the business registration certificate must send a copy of the business registration change certificate to the authorities specified in Clause 6, Article 9 of this Decree; I of this Decree.

2. The In cases where changing business activities leads to a change in the primary industry classification of the enterprise, it must be approved by the person who established the enterprise, and the enterprise must register the change in business activities with the authority that issued the business registration certificate and publish the change in business activities as stipulated above;

2. In cases where it is necessary to change the names of member units of state corporations or independent enterprises, the Board of Directors (for enterprises with a Board of Directors) or the General Director (for enterprises without a Board of Directors) must report to the person who established the enterprise for consideration and decision; After obtaining permission to change the name, the enterprise must report to the authority that issued the business registration certificate to change the name in the business registration certificate; re-engrave the seal and publish according to this Decree; 3. If it is necessary to change the place of business or the location of the main office, the enterprise must have a relocation plan and a certificate of land use rights from the People's Committee of the province where the new place of business or main office is to be located to present to the person who established the enterprise for consideration and decision. After obtaining permission to relocate, the enterprise must report to the authority that issued the business registration certificate and related authorities and publish the change in the place of business or main office;

Article 13. 4. The restructuring of production organization structure, management machinery, and key personnel changes must be carried out in accordance with the Enterprise Charter regarding organization and operation and other relevant legal provisions;

The Prime Minister delegates the authority to a Minister to decide on the reorganization of member units of state corporations established by the Prime Minister;

In cases where changes in business activities lead to alterations in the primary business sector of the enterprise, such changes must be agreed upon by the person who established the enterprise, and the enterprise must register these changes with the agency that issued the business registration certificate and publish information about the change in business activities as stipulated herein.

2. If it is necessary to change the names of subsidiaries of state-owned corporations or independent enterprises, then the Board of Directors (for enterprises with a Board of Directors) or the General Director (for enterprises without a Board of Directors) shall report to the person who established the enterprise for review and decision.

After obtaining permission to change the name, the enterprise must report to the agency that issued the business registration certificate to update the name on the business registration certificate; re-carve the seal and publish the change according to the provisions of this Decree.

3. If it is necessary to change the place of business or the main office location, the enterprise must have a relocation plan and a certificate of land and building usage rights from the People's Committee of the province where the new business location or main office will be located, to submit to the person who established the enterprise for review and decision. After obtaining permission to relocate, the enterprise must report to the agency that issued the business registration certificate and related agencies, and must publish information about the change in the place of business or main office.

4. The restructuring of production organizational structure, management machinery, and key personnel changes must be carried out in accordance with the Enterprise Charter regarding organization and operation, and other relevant legal regulations.

Article 14. Members the authority to reorganize subsidiary units of state-owned corporations is granted by the Prime Minister through a decision establishing the corporation.

The Prime Minister delegates the authority to a Minister to decide on the reorganization of subsidiary units of state-owned corporations established by the Prime Minister.

Article 15. Dissolution of state-owned enterprises.

1. State-owned enterprises shall be dissolved if: in the following circumstances:

a) The continued operation of the enterprise is unnecessary;

b) The business term specified in the establishment decision and business registration certificate has expired without renewal;

c) The enterprise incurs prolonged losses but has not reached the point of being unable to pay maturing debts, despite having applied restructuring measures that have proven ineffective;

d) The enterprise fails to fulfill tasks assigned by the State, even after necessary measures have been taken.

2. The entity that established the enterprise has the authority to decide on its dissolution. In cases where the enterprise was established under the authorization of the Prime Minister, the dissolution decision must also be made with the authorization of the Prime Minister..

3. The person signing the dissolution decision (based on the hierarchical level or authorization) must establish a Liquidation Board for the enterprise.

4. The procedures, formalities, and specific measures for dissolving state-owned enterprises must comply with regulations set forth by the Ministry. Ministry of Finance.

Article 16. Bankruptcy of state-owned enterprises.

Matters concerning the resolution of bankruptcy for state-owned enterprises shall be carried out in accordance with laws governing corporate bankruptcy.

III. IMPLEMENTATION PROVISIONS

Article 17. Scope of Application.

This Decree applies to state-owned enterprises as defined in Articles 1 and 2 of the Law on State-Owned Enterprises.

2. Procedures, formalities for establishment, organizational forms, and management and operation of enterprises shall be implemented according to the provisions of the Company Law by state-owned enterprises contributing capital.

Article 18. Effective date and implementation guidance.

1. This Decree takes effect from the date of issuance and replaces Decree No. 388-HĐBT dated November 20, 1991 issued by the Council of Ministers on the Regulations for Establishment and Dissolution of State-Owned Enterprises. Decision No. 315-HĐBT dated September 1, 1990 issued by the Council of Ministers on rectifying and reorganizing production and business activities in the state-owned economy sector, and Decision No. 330-HĐBT dated October 28, 1991 issued by the Council of Ministers amending and supplementing Decision No. 315-HĐBT dated September 1, 1990 of the Council of Ministers shall cease to be effective. Approval of plans for organizing and restructuring state-owned enterprises, and implementation of such plans approved by the Prime Minister pursuant to Directive No. 500-TTg dated August 25, 1995 of the Prime Minister must be completed no later than December 31, 1996. After this deadline, all state-owned enterprises not restructured according to Directive No. 500-TTg must implement organization and restructuring in accordance with the provisions of this Decree.

Any other previous regulations that conflict with this Decree are hereby abolished.

The Ministry of Finance shall take the lead and coordinate with the Ministry of Planning and Investment and other relevant state agencies to provide detailed guidance on the procedures, formalities, and measures for dissolving state-owned enterprises, and the establishment and operational rules of the Liquidation Board, no later than the end of the third quarter of 1996.

2. The The Ministry of Finance and other ministries at the ministerial level, government agencies, shall guide the implementation of this Decree. Ministers, heads of ministerial-level agencies, heads of government agencies, Chairmen of provincial People's Committees directly under the Central Government, Boards of Directors of state-owned corporations and state-owned enterprises, General Directors, and Directors of state-owned enterprises are responsible for enforcing this Decree. and the Operating Regulations of the Liquidation Council.

3. Minister of Planning and Investment, the relevant ministry managing the economic and technical sector. The Ministry of Finance and agencies at the ministerial level, and government agencies related to this Decree shall provide guidance on its implementation.

4. Ministers, Heads of agencies at the ministerial level, Heads of government agencies, Chairmen of Provincial People's Committees, directly governed municipalities, Board of Directors of state-owned corporations and state-owned enterprises, General Managers, Directors of state-owned enterprises are responsible for implementing this Decree.