Law on Bankruptcy No. 51/2014/QH13

LAW

Bankruptcy

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On the basis of the Constitution of the Socialist Republic of Vietnam;

The National Assembly enacts the Bankruptcy Law.

Chapter I GENERAL PROVISIONS

Article 1. Scope of Regulation

This Law provides for the procedures and processes for filing, accepting, and initiating bankruptcy proceedings; determining property obligations and measures to secure assets during the resolution of bankruptcy; procedures for resuming business operations; declaring bankruptcy and enforcing the decision to declare bankruptcy.

Article 2. Scope of Application

This Law applies to enterprises and cooperatives, cooperative unions (hereinafter referred to collectively as cooperatives), established and operating in accordance with the provisions of the law.

Article 3. Application of the Bankruptcy Law

1. The Bankruptcy Law shall be applied when resolving bankruptcy cases involving enterprises and cooperatives established within the territory of the Socialist Republic of Vietnam.

2. In cases where international treaties to which the Socialist Republic of Vietnam is a party provide different provisions from those of this Law, the provisions of such international treaties shall apply.

Article 4. Definitions

In this Law, the following terms shall be understood as follows:

1. An enterprise or cooperative that has lost its ability to pay is an enterprise or cooperative that fails to fulfill its payment obligation for a debt within three months from the due date of payment.

2. Bankruptcy is the state of an enterprise or cooperative that has lost its ability to pay and has been declared bankrupt by the People's Court.

3. A creditor is an individual, agency, or organization that has the right to request an enterprise or cooperative to fulfill its payment obligation, including unsecured creditors, partially secured creditors, and fully secured creditors.

4. An unsecured creditor is an individual, agency, or organization that has the right to request an enterprise or cooperative to fulfill its payment obligation for a debt that is not secured by the assets of the enterprise or cooperative or by a third party.

5. A secured creditor is an individual, agency, or organization that has the right to request an enterprise or cooperative to fulfill its payment obligation for a debt that is secured by the assets of the enterprise or cooperative or by a third party.

6. A partially secured creditor is an individual, agency, or organization that has the right to request an enterprise or cooperative to fulfill its payment obligation for a debt that is secured by the assets of the enterprise or cooperative or by a third party, but the value of the security is less than the amount of the debt.

7. A trustee is an individual engaged in managing and liquidating the assets of an enterprise or cooperative that has lost its ability to pay during the process of resolving bankruptcy.

8. An asset management and liquidation enterprise is an enterprise engaged in managing and liquidating the assets of an enterprise or cooperative that has lost its ability to pay during the process of resolving bankruptcy.

9. The person conducting the bankruptcy procedure is the President of the People's Court, Judge; Prosecutor General of the People's Procuracy, Prosecutor; Trustee, asset management and liquidation enterprise; Head of the Civil Enforcement Agency, Enforcement Officer during the process of resolving bankruptcy.

10. Participants in the bankruptcy procedure are creditors; employees; enterprises or cooperatives that have lost their ability to pay; shareholders, groups of shareholders; members of a cooperative or member cooperatives of a cooperative union; debtors of the enterprise or cooperative and other persons with rights and obligations related to the process of resolving bankruptcy.

11. The fee for filing a petition to initiate a bankruptcy procedure (hereinafter referred to as the bankruptcy fee) is the amount of money that the petitioner must pay for the People's Court to accept the petition to initiate a bankruptcy procedure.

12. Bankruptcy costs are the amounts of money required to resolve bankruptcy, including trustee fees, asset management and liquidation enterprise fees, auditing fees, newspaper publication fees, and other costs as prescribed by law.

13. Trustee fees, asset management and liquidation enterprise fees are the amounts of money required to resolve bankruptcy for the trustee, asset management and liquidation enterprise.

14. Advance bankruptcy costs are the amounts of money decided by the People's Court to publish newspapers, advance trustee fees, and asset management and liquidation enterprise fees.

Article 5. Persons with the right and obligation to submit applications for initiating bankruptcy proceedings

1. Unsecured creditors and partially secured creditors have the right to submit applications for initiating bankruptcy proceedings when three months have passed since the due date of the debt and the enterprise or cooperative has not fulfilled its payment obligations.

2. Workers, grassroots trade unions, and higher-level directly affiliated trade unions at places where grassroots trade unions have not been established have the right to submit applications for initiating bankruptcy proceedings when three months have passed since the due date for fulfilling wage payment obligations and other debts owed to workers, and the enterprise or cooperative has not fulfilled its payment obligations.

3. The legal representative of the enterprise or cooperative has the obligation to submit applications for initiating bankruptcy proceedings when the enterprise or cooperative loses its ability to pay.

4. The owner of a private business, the Chairman of the Board of Directors of a joint-stock company, the Chairman of the Board of Members of a limited liability company with two or more members, the sole owner of a single-member limited liability company, and the general partner of a partnership have the obligation to submit applications for initiating bankruptcy proceedings when the enterprise loses its ability to pay.

5. Shareholders or groups of shareholders holding 20% or more of the ordinary shares continuously for at least six months have the right to submit applications for initiating bankruptcy proceedings when a joint-stock company loses its ability to pay. Shareholders or groups of shareholders holding less than 20% of the ordinary shares continuously for at least six months have the right to submit applications for initiating bankruptcy proceedings when a joint-stock company loses its ability to pay if the company's charter provides for it.

6. Members of a cooperative or the legal representative of a member cooperative of a cooperative federation have the right to submit applications for initiating bankruptcy proceedings when the cooperative or cooperative federation loses its ability to pay.

Article 6. Notification of enterprises and cooperatives losing their ability to pay

1. Individuals, agencies, and organizations that discover that an enterprise or cooperative has lost its ability to pay have the responsibility to notify in writing those persons with the right and obligation to submit applications for initiating bankruptcy proceedings as stipulated in Article 5 of this Law.

2. Individuals, agencies, and organizations making notifications must ensure the accuracy of the notification. In cases where individuals, agencies, or organizations intentionally make false notifications causing damage to the enterprise or cooperative, they shall be liable for compensation and bear legal responsibility.

Article 7. Obligation to provide documents and evidence of individuals, agencies, and organizations related to the case

1. Individuals, agencies, and organizations currently managing or retaining documents and evidence related to the bankruptcy case have the obligation to provide complete and timely documents and evidence related to the bankruptcy case within fifteen days from the date of receiving requests from creditors, enterprises, cooperatives, People's Courts, People's Procuratorates, receivers, and asset management enterprises.

2. Individuals, agencies, and organizations unable to provide documents and evidence as prescribed in Clause 1 of this Article must respond in writing and specify the reasons; if they intentionally fail to provide documents and evidence without justifiable reasons, they will be subject to legal sanctions.

Article 14. Jurisdiction of the Provincial People's Court over bankruptcy proceedings

a) Bankruptcy cases involving assets abroad or participants in bankruptcy proceedings located abroad;

b) Enterprises or cooperatives that have lost their ability to pay and have branches or representative offices in multiple districts, cities, towns, or provinces;

c) Enterprises or cooperatives that have lost their ability to pay and have immovable property in multiple districts, cities, towns, or provinces;

d) Bankruptcy cases under the jurisdiction of the District People's Court but taken up by the Provincial People's Court for resolution due to the complexity of the case.

2. The District People's Court has jurisdiction over bankruptcy proceedings concerning enterprises or cooperatives whose main office is located in the district, city, town, or province and which do not fall under the provisions of Clause 1 of this Article.

3. The Supreme People's Court shall issue guidelines for implementing this provision.

Article 9. Duties and Authorities of the Judge in Bankruptcy Proceedings

1. Verify and collect materials and evidence related to the resolution of requests for initiating bankruptcy proceedings when necessary.

2. Decide on opening or not opening bankruptcy proceedings.

3. Decide on appointing or changing the Administrator, management enterprise, or liquidation enterprise.

4. Supervise the activities of the Administrator, management enterprise, and liquidation enterprise.

5. Decide on conducting an audit of enterprises or cooperatives that have lost their ability to pay debts when necessary.

6. Decide on selling assets of enterprises or cooperatives that have lost their ability to pay debts after initiating bankruptcy proceedings to ensure bankruptcy costs.

7. Decide on applying urgent interim measures as prescribed by law.

8. Apply measures to prohibit leaving the place of residence, request competent authorities to forcibly bring representatives of enterprises or cooperatives that have lost their ability to pay debts according to the law.

9. Organize the Creditors' Meeting.

10. Decide on recognizing the Resolution of the Creditors' Meeting regarding the business recovery plan.

11. Decide on suspending the bankruptcy proceeding.

12. Decide on declaring bankruptcy for enterprises or cooperatives that have lost their ability to pay debts.

13. Apply administrative penalties, propose competent authorities to handle criminally according to the law.

14. Refer to previous decisions on resolving bankruptcy in similar bankruptcy cases according to the Supreme People's Court's guidelines.

15. Must refuse to resolve bankruptcy if it falls under one of the cases stipulated in Clause 1, Article 10 of this Law.

16. Perform other duties and authorities as prescribed by law.

Article 10. Refusal or Change of Judge During Bankruptcy Resolution

1. The Judge must refuse to participate in resolving bankruptcy or be replaced in the following cases:

a) Simultaneously being a participant in the bankruptcy procedure; representative, relative of a participant in the bankruptcy procedure in that bankruptcy case;

b) Having participated as a Prosecutor, Administrator, person protecting the legitimate rights and interests of participants in the bankruptcy procedure, appraiser, valuation expert, price assessor, interpreter in that bankruptcy case;

c) Being part of the same Bench resolving bankruptcy and being relatives with each other;

d) Having participated in issuing the decision to declare bankruptcy in that bankruptcy case;

đ) There is clear evidence that the Judge may not be impartial while performing duties.

2. The replacement of the Judge is decided by the President of the People's Court. In the case where the Judge responsible for the bankruptcy is the President, the replacement of the Judge is decided by the higher-level People's Court. The decision to replace the Judge by the President is the final decision.

Article 11. Individuals and Enterprises Engaged in Asset Management and Liquidation

Individuals and enterprises engaged in asset management and liquidation during the resolution of bankruptcy include:

1. Administrators;

2. Enterprises managing and liquidating assets.

Article 12. Conditions for Engaging in Administrator Work

1. The following persons are eligible to obtain a certificate to engage in Administrator work:

a) Lawyers;

b) National Auditor;

c) Persons holding a bachelor's degree in law, economics, accounting, finance, banking and having at least five years of experience in the field of study.

2. Conditions for engaging in Administrator work:

a) Having full capacity for civil acts;

b) Having good moral character, sense of responsibility, honesty, integrity, and objectivity;

c) Holding a certificate to engage in Administrator work.

3. The Government shall provide detailed regulations on issuing certificates to engage in Administrator work and state management over Administrators.

Article 13. Enterprises managing and liquidating assets

1. The following types of enterprises are allowed to engage in the business of managing and liquidating assets during the process of bankruptcy resolution:

a) Limited liability company;

b) Private enterprise.

2. Conditions for enterprises to engage in the business of managing and liquidating assets:

a) A limited liability company must have at least two general partners who are Judicial Trustees, or the General Director or Director of the limited liability company must be a Judicial Trustee;

b) A private enterprise must have its owner as a Judicial Trustee, concurrently serving as the Director.

3. The Government shall provide detailed regulations on engaging in the business of managing and liquidating assets and state management over enterprises managing and liquidating assets.

Article 14. Individuals not permitted to engage in the business of managing and liquidating assets

1. Civil servants, public officials, employees; officers, professional military personnel, defense workers in agencies and units under the People's Army; officers, non-commissioned officers in agencies and units under the People's Public Security.

2. Persons currently being pursued for criminal responsibility; persons who have been convicted but have not yet had their criminal record expunged; persons currently subject to administrative measures involving compulsory education facilities or compulsory drug rehabilitation centers.

3. Persons lacking civil capacity or having restricted civil capacity.

Article 15. Revocation of Judicial Trustee Practice Certificate

1. A person who has been issued a Judicial Trustee Practice Certificate and falls into one of the following cases shall have their Judicial Trustee Practice Certificate revoked:

a) Being a civil servant, public official, employee; officer, professional military personnel, defense worker in agencies and units under the People's Army; officer, non-commissioned officer in agencies and units under the People's Public Security;

b) Having been convicted and the judgment has become legally binding;

c) Having their lawyer practice certificate or auditor practice certificate revoked;

d) Being changed according to point a and point b of Clause 1, Article 46 of this Law in two or more bankruptcy cases.

2. The Government shall provide detailed regulations on the revocation of the Judicial Trustee Practice Certificate.

Article 16. Rights and Obligations of Judicial Trustees, Enterprises Managing and Liquidating Assets

1. Managing assets, supervising business operations, and liquidating assets of enterprises and cooperatives that have lost their ability to pay, including:

a) Verifying, collecting, and managing documents and evidence related to the activities of enterprises and cooperatives;

b) Preparing an inventory of assets, a list of creditors, and a list of debtors;

c) Safeguarding assets; preventing the sale or transfer of assets without permission from the Judge; preventing the dissipation of assets; maximizing the value of the enterprise's or cooperative's assets when selling or liquidating assets;

d) Supervising the business operations of enterprises and cooperatives in accordance with the law;

đ) Hiring individuals or organizations to perform tasks in accordance with the law;

e) Proposing to the Judge about selling the assets of the enterprise or cooperative to ensure bankruptcy costs;

g) Selling assets according to the Judge's decision to ensure bankruptcy costs;

h) Organizing asset valuation and liquidation in accordance with this Law; reporting to the civil enforcement agency and notifying relevant parties involved in the bankruptcy procedure about entrusting individuals or organizations to carry out asset liquidation;

i) Depositing the proceeds from sales into an account opened by the People's Court or the civil enforcement agency at a bank.

2. Representing the enterprise or cooperative when the enterprise or cooperative does not have a legal representative.

3. Reporting on the status of assets, debts, and operations of the enterprise or cooperative, participating in developing plans to restore business operations of enterprises and cooperatives that have lost their ability to pay.

4. Requesting the Judge to undertake the following actions:

a) Collecting documents and evidence;

b) Declaring transactions void and deciding to recover assets of the enterprise or cooperative that were sold or transferred illegally;

c) Applying urgent interim measures; applying administrative penalties; transferring case files to competent authorities for criminal proceedings in accordance with the law.

5. Receiving remuneration and performing professional liability insurance obligations in accordance with the law.

6. Reporting on the performance of their duties and powers upon request of the Judge or the civil enforcement agency; being responsible before the Judge, the civil enforcement agency, and the law for the performance of their duties and powers.

Article 17. Duties and Authorities of the Civil Enforcement Agency

1. Enforce decisions on the application of provisional measures, decisions declaring transactions void, decisions declaring bankruptcy, and other decisions as prescribed by this Law.

2. Request the Trustee, asset management enterprise to carry out the valuation and liquidation of assets; implement the liquidation of assets as provided for in Clause 4, Article 121 of this Law.

3. Supervise the activities of the Trustee, asset management enterprise when carrying out the liquidation of assets of enterprises and cooperatives declared bankrupt; request the Trustee, asset management enterprise to report on the liquidation of assets.

4. Propose the People's Court to change the Trustee, asset management enterprise during the process of liquidating the assets of enterprises and cooperatives declared bankrupt as prescribed in Article 46 of this Law.

5. Allocate the assets of enterprises and cooperatives according to the decision of the People's Court.

6. Decide to terminate the enforcement of the decision declaring enterprises and cooperatives bankrupt.

7. Perform other duties and authorities as prescribed by the law on civil enforcement.

Article 18. Rights and Obligations of Participants in Bankruptcy Proceedings

1. Fulfill the requirements of the Judge, Trustee, asset management enterprise, and the Civil Enforcement Agency as prescribed by the law on bankruptcy.

2. Provide documents and evidence related to the resolution of bankruptcy.

3. Request individuals, agencies, organizations holding or managing documents and evidence to provide such documents and evidence related to their rights and legitimate interests to submit to the People's Court.

4. Request the Judge, Trustee, asset management enterprise to verify and collect documents and evidence that they themselves cannot perform, or to request an appraisal, valuation, or price assessment of assets; request the Judge to decide on auditing enterprises and cooperatives unable to pay debts; request the Judge to summon witnesses.

5. Be informed and record, photocopy documents and evidence presented by other participants in bankruptcy proceedings or collected by the Judge.

6. Propose the application, modification, or revocation of provisional measures.

7. Receive valid notifications to exercise their rights and fulfill their obligations.

8. Self-protect or have others protect their rights and legitimate interests.

9. Participate in the Creditors' Meeting.

10. Propose the change of the Trustee, asset management enterprise as prescribed in Article 46 of this Law.

11. Request the Trustee, asset management enterprise to supplement creditors and debtors in the creditor list and debtor list.

12. Propose to the Trustee, asset management enterprise regarding the recovery of amounts and assets from debtors.

13. Must be present upon the request of the Trustee, asset management enterprise, summons of the People's Court, and comply with the decisions of the People's Court during the bankruptcy resolution process.

14. Participate in the management and liquidation of assets as requested by the Judge, Civil Enforcement Agency, Trustee, and asset management enterprise.

15. Request reconsideration of the decision of the People's Court as prescribed by this Law.

16. In case a participant in bankruptcy proceedings dies, their lawful heir shall exercise rights and fulfill obligations as prescribed in this Article.

Article 19. Rights and Obligations of the Applicant Requesting to Initiate Bankruptcy Proceedings

1. The rights and obligations of participants in bankruptcy proceedings as stipulated in Article 18 of this Law.

2. Propose to the People's Court the name of the Administrator and the enterprise managing and liquidating assets before initiating bankruptcy proceedings.

3. Pay the bankruptcy fee and provisional expenses for bankruptcy, except in cases where there is no need to pay the bankruptcy fee and provisional expenses for bankruptcy.

4. The application requesting to initiate bankruptcy proceedings must be truthful.

Article 20. Rights and Obligations of Enterprises and Cooperatives Losing Payment Capacity

1. The rights and obligations of participants in bankruptcy proceedings as stipulated in Article 18 of this Law.

2. Have the right to express opinions on accepting or rejecting part or all of the claims of the applicant requesting to initiate bankruptcy proceedings.

3. Must publicly announce the decision to initiate bankruptcy proceedings immediately upon receiving such a decision.

Article 21. Supervision of Compliance with Laws During the Resolution of Bankruptcy

1. The People's Procuracy supervises compliance with laws during the resolution of bankruptcy, implements the rights to request, propose, and protest as provided for in this Law.

2. The People's Procuracy participates in sessions reviewing proposals and protests from the People's Procuracy; supervises decisions resolving bankruptcy made by the People's Court.

Article 22. Bankruptcy Fee

The applicant requesting to initiate bankruptcy proceedings must pay the bankruptcy fee according to the provisions of the law on court fees and litigation costs of the People's Court. In cases where the applicant is specified in Clause 2 of Article 5 and Point a of Clause 1 of Article 105 of this Law, they are exempted from paying the bankruptcy fee.

Article 23. Bankruptcy Costs and Provisional Bankruptcy Costs

1. Bankruptcy costs are paid from the value of the assets of enterprises and cooperatives losing payment capacity.

2. The applicant requesting to initiate bankruptcy proceedings must pay provisional bankruptcy costs, except in cases where the applicant is specified in Clause 2 of Article 5 and Point a of Clause 1 of Article 105 of this Law.

3. The People's Court assigns the Administrator or the enterprise managing and liquidating assets to sell some assets of enterprises and cooperatives losing payment capacity to ensure bankruptcy costs. Valuation, revaluation, and sale of assets shall be carried out in accordance with Articles 122, 123, and 124 of this Law.

4. The People's Court decides the level of provisional bankruptcy costs, the level of bankruptcy costs in each specific case according to the law, and determines the refund of provisional bankruptcy costs, except in cases where the applicant requesting to initiate bankruptcy proceedings violates Clause 4 of Article 19 of this Law.

Article 24. Administrator Fees and Costs of Managing and Liquidating Assets

1. Administrator fees and costs of managing and liquidating assets are calculated based on the time, effort, and results of the Administrator's performance of tasks.

2. The Government shall provide detailed regulations on Administrator fees and costs of managing and liquidating assets.

Article 25. Requests, Issuance, and Notification of Documents in Resolving Bankruptcy

The People's Court, People's Procuracy, civil enforcement agency, Administrator, and enterprise managing and liquidating assets have the obligation to carry out requests, issuance, and notification of documents to participants in bankruptcy proceedings according to this Law and civil procedure law.

Chapter II PETITIONS AND HANDLING PETITIONS FOR OPENING BANKRUPTCY PROCEEDINGS

Article 26. Petition for Opening Bankruptcy Proceedings by Creditors

1. When requesting the People's Court to open bankruptcy proceedings, creditors as specified in Clause 1 of Article 5 of this Law must submit a petition for opening bankruptcy proceedings.

2. The petition for opening bankruptcy proceedings shall contain the following main contents:

a) Date, month, year;

b) Name of the competent People's Court to resolve bankruptcy;

c) Name and address of the petitioner;

d) Name and address of the enterprise or cooperative subject to the petition for opening bankruptcy proceedings;

đ) Amount of matured debt. Supporting evidence must be attached to the petition to prove the maturity of the debt.

3. In case there is a proposal to appoint a Trustee or an enterprise managing and liquidating assets, the petition for opening bankruptcy proceedings shall clearly state the name and address of the Trustee or the enterprise managing and liquidating assets.

Article 27. Petition for Opening Bankruptcy Proceedings by Employees and Union Representatives

1. When requesting the People's Court to open bankruptcy proceedings, employees and union representatives as specified in Clause 2 of Article 5 of this Law must submit a petition for opening bankruptcy proceedings.

2. The petition for opening bankruptcy proceedings shall contain the following main contents:

a) Date, month, year;

b) Name of the competent People's Court to resolve bankruptcy;

c) Name and address of the petitioner;

d) Name and address of the enterprise or cooperative subject to the petition for opening bankruptcy proceedings;

đ) Total amount of wages and other debts due but unpaid by the enterprise or cooperative to the employees. Supporting evidence must be attached to the petition to prove the wages and other debts due.

3. In case there is a proposal to appoint a Trustee or an enterprise managing and liquidating assets, the petition for opening bankruptcy proceedings shall clearly state the name and address of the Trustee or the enterprise managing and liquidating assets.

4. From the date of submission of the petition, employees and union representatives have the rights and obligations of creditors as provided for in this Law.

Article 28. Petition for Opening Bankruptcy Proceedings by Enterprises or Cooperatives Losing Payment Capacity

1. Enterprises or cooperatives as specified in Clauses 3 and 4 of Article 5 of this Law must submit a petition for opening bankruptcy proceedings.

2. The petition for opening bankruptcy proceedings shall contain the following main contents:

a) Date, month, year;

b) Name of the competent People's Court to resolve bankruptcy;

c) Name and address of the enterprise or cooperative;

d) Name and address of the petitioner;

đ) Basis for requesting the opening of bankruptcy proceedings.

3. The petition for opening bankruptcy proceedings must be accompanied by the following documents and materials:

a) Financial statements of the enterprise or cooperative for the last three years. In cases where the enterprise or cooperative has been established and operated for less than three years, financial statements for the entire period of operation must be attached;

b) Explanation of the reasons leading to the loss of payment capacity; report on the results of implementing measures to restore the enterprise or cooperative which have not resolved the loss of payment capacity;

c) Detailed list of assets and locations of assets of the enterprise or cooperative;

d) List of creditors, list of debtors, including the names and addresses of creditors and debtors, amounts of debt, secured and unsecured loans, partially secured loans due or not yet due;

đ) Documents and materials related to the establishment of the enterprise or cooperative;

e) Results of valuation and assessment of the remaining asset value (if any).

4. In case there is a proposal to appoint a Trustee or an enterprise managing and liquidating assets, the petition for opening bankruptcy proceedings shall clearly state the name and address of the Trustee or the enterprise managing and liquidating assets.

5. Persons as specified in Clauses 3 and 4 of Article 5 of this Law who fail to submit a petition for opening bankruptcy proceedings when the enterprise or cooperative loses payment capacity shall bear responsibility under the law. If damage occurs after the enterprise or cooperative loses payment capacity due to the failure to submit a petition for opening bankruptcy proceedings, they shall be liable for compensation.

Article 29. Petition for initiating bankruptcy proceedings by shareholders or a group of shareholders of a joint-stock company, members of a cooperative or member cooperatives of a cooperative federation

1. When requesting the People's Court to initiate bankruptcy proceedings, shareholders or a group of shareholders of a joint-stock company, members of a cooperative, or the legal representative of a member cooperative of a cooperative federation as stipulated in Clause 5 and Clause 6 of Article 5 of this Law must submit a petition for initiating bankruptcy proceedings.

2. The petition for initiating bankruptcy proceedings must contain the contents prescribed in Clause 2 of Article 28 of this Law and be accompanied by relevant documents (if any) as prescribed in Clause 3 and Clause 4 of Article 28 of this Law.

Article 30. Methods of submitting a petition for initiating bankruptcy proceedings

1. The person requesting the initiation of bankruptcy proceedings must submit the petition and accompanying documents and evidence to the competent People's Court by one of the following methods:

a) Submitting directly at the People's Court;

b) Sending to the People's Court through postal service.

2. The date of submission of the petition for initiating bankruptcy proceedings shall be calculated from the date the People's Court receives the petition or the postmark date of the sending location.

Article 31. Assignment of Judge to handle petitions for initiating bankruptcy proceedings

1. Within three working days from the date of receipt of the petition for initiating bankruptcy proceedings, the President of the People's Court assigns a Judge or a Panel of Judges consisting of three Judges to handle the petition for initiating bankruptcy proceedings.

2. The President of the Supreme People's Court shall prescribe the operational regulations of the Panel of Judges as stipulated in Clause 1 of this Article.

Article 32. Handling of petitions for initiating bankruptcy proceedings

1. Within three working days from the date of assignment, the Judge must examine the petition and handle it as follows:

a) In cases where the petition for initiating bankruptcy proceedings is valid, the Judge shall notify the petitioner of the payment of bankruptcy fees and advance costs of bankruptcy, except in cases where there is no need to pay such fees;

b) In cases where the petition for initiating bankruptcy proceedings does not contain all the required contents as prescribed in Articles 26, 27, 28, or 29 of this Law, the Judge shall notify the petitioner to amend and supplement the petition;

c) Transfer the petition for initiating bankruptcy proceedings to the competent People's Court if it falls within the jurisdiction of another People's Court;

d) Return the petition for initiating bankruptcy proceedings.

2. The notification of handling the petition for initiating bankruptcy proceedings must be in writing and sent to the petitioner and the insolvent enterprise or cooperative.

Article 33. Transfer of petitions for initiating bankruptcy proceedings to the competent People's Court and review of transfer requests

1. The People's Court handling the petition according to point c of Clause 1 of Article 32 of this Law shall have the responsibility to transfer the petition for initiating bankruptcy proceedings and accompanying documents and evidence to the competent People's Court and notify the petitioner of the transfer.

2. Within three working days from the date of receiving the decision on transfer, the petitioner or the People's Court receiving the transferred petition has the right to request the President of the higher-level People's Court to review the transfer decision.

3. Within three working days from the date of receipt of the request, the President of the higher-level People's Court shall resolve the request to review the transfer decision. The decision of the President of the higher-level People's Court is final.

Article 34. Notice to Amend and Supplement the Bankruptcy Proceeding Request Form

If the bankruptcy proceeding request form does not contain the required information as stipulated in Articles 26, 27, 28, or 29 of this Law, the People's Court shall notify the person submitting the form to amend and supplement it. The time limit for amendment and supplementation is set by the People's Court but shall not exceed ten working days from the date the person submitting the form receives the notice; in special cases, the People's Court may extend the period but not more than fifteen days.

Article 35. Return of the Bankruptcy Proceeding Request Form

1. The People's Court decides to return the bankruptcy proceeding request form in the following cases:

a) The person submitting the form does not comply with the provisions of Article 5 of this Law;

b) The person submitting the form fails to amend and supplement the bankruptcy proceeding request form as prescribed in Article 34 of this Law;

c) Another People's Court has initiated bankruptcy proceedings against a business or cooperative that has lost its ability to pay;

d) The person submitting the bankruptcy proceeding request form withdraws the request according to Clause 2 of Article 37 of this Law;

đ) The person submitting the form does not pay the bankruptcy fee or provisional bankruptcy expenses, except in cases where such fees and expenses are not required to be paid.

2. The decision of the People's Court to return the bankruptcy proceeding request form must clearly state the reasons for returning the form. The People's Court is responsible for sending this decision to the person requesting the initiation of bankruptcy proceedings and the People's Procuracy at the same level within three working days from the date of issuance of the decision.

Article 36. Request for Reconsideration and Recommendation on Returning the Bankruptcy Proceeding Request Form

1. Within three working days from the date of receipt of the decision to return the bankruptcy proceeding request form issued by the People's Court, the person requesting the initiation of bankruptcy proceedings has the right to request reconsideration, and the People's Procuracy at the same level has the right to recommend to the President of the People's Court that issued the decision to return the form.

2. Within three working days from the date of receipt of the request for reconsideration and recommendation regarding the decision to return the bankruptcy proceeding request form, the President of the People's Court that issued the decision to return the form must issue one of the following decisions:

a) Maintain the decision returning the petition to initiate bankruptcy proceedings;

b) Revoke the decision returning the petition to initiate bankruptcy proceedings and accept the petition in accordance with this Law.

3. Within five working days from the date of receipt of the decision resolving the request for reconsideration and recommendation regarding the decision to return the bankruptcy proceeding request form, the person requesting the initiation of bankruptcy proceedings has the right to request reconsideration, and the People's Procuracy has the right to recommend to the President of the higher-level People's Court to examine and resolve the matter.

4. Within seven working days from the date of receipt of the request for reconsideration and recommendation regarding the return of the bankruptcy proceeding request form, the President of the higher-level People's Court must issue one of the following decisions:

a) Maintain the decision returning the petition to initiate bankruptcy proceedings;

b) Revoke the decision to return the bankruptcy proceeding request form and require the People's Court to accept the form in accordance with the provisions of this Law.

5. The decision of the President of the higher-level People's Court resolving the request for reconsideration and recommendation is the final decision. This decision must be sent to the person requesting, the People's Procuracy at the same level, the People's Procuracy that made the recommendation, and the People's Court that issued the decision to return the form.

Article 37. Negotiation between the creditor who files for bankruptcy proceedings and the debtor enterprise or cooperative that has lost its ability to pay

1. Within three working days from the date the People's Court receives a valid application for initiating bankruptcy proceedings, the debtor enterprise or cooperative that has lost its ability to pay and the creditor who filed the application have the right to request in writing to the People's Court for the parties to negotiate the withdrawal of the application. The People's Court shall set a negotiation period but not exceeding twenty days from the date of receiving the valid application for initiating bankruptcy proceedings.

2. In case the parties reach an agreement on withdrawing the application for initiating bankruptcy proceedings, the People's Court shall return the application for initiating bankruptcy proceedings.

3. In case the negotiation fails or the negotiation period expires without the parties conducting negotiations, the People's Court shall notify the applicant to pay the bankruptcy fee, advance the bankruptcy costs, and accept the application for initiating bankruptcy proceedings in accordance with this Law.

4. The negotiation of the parties pursuant to this Article must not contravene the provisions of the law on bankruptcy.

Article 38. Procedure for paying the bankruptcy fee and advance the bankruptcy costs

1. Within three working days from the date of receiving a valid application for initiating bankruptcy proceedings, the People's Court shall estimate the amount of advance bankruptcy costs and notify the applicant to pay the bankruptcy fee and advance the bankruptcy costs. In case there is a negotiation request, the notification to the applicant to pay the bankruptcy fee and advance the bankruptcy costs shall be carried out in accordance with Clause 3 of Article 37 of this Law.

2. Within fifteen days from the date of receiving the notification on paying the bankruptcy fee and advancing the bankruptcy costs, the applicant for initiating bankruptcy proceedings must perform the payment of the bankruptcy fee and advance the bankruptcy costs as follows:

a) Pay the bankruptcy fee to the civil enforcement agency;

b) Deposit the advance bankruptcy costs into the account opened by the People's Court at the bank.

Article 39. Acceptance of the application for initiating bankruptcy proceedings

The People's Court accepts the application for initiating bankruptcy proceedings upon receipt of the receipt for the payment of the bankruptcy fee and the receipt for the advance of the bankruptcy costs. In cases where there is no need to pay the bankruptcy fee and advance the bankruptcy costs, the acceptance date shall be calculated from the date the People's Court receives a valid application for initiating bankruptcy proceedings.

Article 40. Notification of the acceptance of the application for initiating bankruptcy proceedings

1. Within three working days from the date of accepting the application, the People's Court must notify in writing the applicant for initiating bankruptcy proceedings, the debtor enterprise or cooperative that has lost its ability to pay, relevant agencies and organizations currently handling matters related to the debtor enterprise or cooperative provided by the parties, and the People's Procuracy at the same level about the acceptance of the application for initiating bankruptcy proceedings.

If the applicant for initiating bankruptcy proceedings is the legal representative of the debtor enterprise or cooperative that has lost its ability to pay, the People's Court must notify the creditors provided by the debtor enterprise or cooperative.

2. In case the applicant is not the debtor enterprise or cooperative that has lost its ability to pay, within fifteen days from the date of receiving the notification from the People's Court, the debtor enterprise or cooperative that has lost its ability to pay must present to the People's Court the documents and materials as stipulated in Clause 3 of Article 28 of this Law.

Article 41. Suspension of the Resolution of Corporate Debt Claims Due to Loss of Payment Capacity

Within five working days from the date the People's Court accepts the bankruptcy case, the suspension of the performance of corporate debt obligations of enterprises and cooperatives that have lost their payment capacity shall be carried out as follows:

1. The civil enforcement agency must suspend the execution of civil judgments concerning property where the enterprise or cooperative is the debtor, except for judgments and decisions compelling the enterprise or cooperative to compensate for life, health, reputation, or pay wages to workers due to loss of payment capacity. The suspension shall be implemented in accordance with the laws on civil enforcement.

2. The People's Court and Arbitration Institution must suspend the resolution of civil, business, commercial, and labor cases related to corporate debt obligations where the enterprise or cooperative is a party. The procedures for suspension shall be carried out in accordance with the laws on civil procedure and commercial arbitration.

The People's Court must separate and suspend the resolution of the civil portion in criminal and administrative cases related to corporate debt obligations where the enterprise or cooperative is a party. The procedures for separation and suspension shall be carried out in accordance with the laws on criminal procedure and administrative procedure.

3. Authorities and organizations with jurisdiction must suspend the handling of secured assets of enterprises and cooperatives for creditors with security interests.

In cases where the secured asset is at risk of being destroyed or significantly reduced in value, it shall be handled according to the provisions of Clause 2 and Clause 3 of Article 53 of this Law.

PART CONSOLIDATED LEGAL DOCUMENTS - NATIONAL ASSEMBLY CHAIRMAN - NATIONAL ASSEMBLY Law No. 51/2014/QH13 dated June 19, 2014 Bankruptcy Law

(Continued in Official Gazette Nos. 683 + 684)

Chapter III INITIATION OF BANKRUPTCY PROCEEDINGS

Article 42. Decision to Initiate or Not to Initiate Bankruptcy Proceedings

1. Within thirty days from the date of accepting the application to initiate bankruptcy proceedings, the Judge must issue a decision to initiate or not to initiate bankruptcy proceedings, except in the cases provided for in Article 105 of this Law.

2. The Judge issues a decision to initiate bankruptcy proceedings when the enterprise or cooperative has lost its payment capacity.

3. If necessary, before issuing a decision to initiate bankruptcy proceedings, the Judge may convene a hearing with the participation of the applicant requesting the initiation of bankruptcy proceedings, the enterprise owner or the legitimate representative of the enterprise or cooperative requested to initiate bankruptcy proceedings, and individuals or organizations related to the matter to examine and verify the evidence proving that the enterprise or cooperative has lost its payment capacity.

4. The decision to initiate bankruptcy proceedings must include the following main contents:

a) Date, month, year;

b) Name of the People's Court; name and surname of the Judge conducting the bankruptcy proceedings;

c) Date and case number of acceptance of the petition to initiate bankruptcy proceedings; name and address of the petitioner;

d) Name and address of the enterprise or cooperative that has lost its payment capacity;

đ) Time and place for creditors to declare their debts and the legal consequences of failing to declare.

5. The People's Court issues a decision not to initiate bankruptcy proceedings if it finds that the enterprise or cooperative does not fall under the circumstances stipulated in Clause 2 of this Article.

In such a case, the applicant requesting the initiation of bankruptcy proceedings shall be refunded the temporarily paid bankruptcy costs; the claims for the performance of corporate debt obligations of enterprises and cooperatives that have lost their payment capacity suspended pursuant to Article 41 of this Law shall continue to be resolved.

6. The decision to initiate or not to initiate bankruptcy proceedings takes effect from the date of issuance.

Article 43. Notification of the decision to open or not to open bankruptcy proceedings

1. The decision of the People's Court to open bankruptcy proceedings must be sent to the applicant, the insolvent enterprise or cooperative, creditors, the People's Procuracy at the same level, the civil enforcement agency, the tax authority, the business registration authority where the enterprise or cooperative has its main office, and published on the National Enterprise Registration Information Portal, the People's Court's electronic portal, and two consecutive local newspapers where the insolvent enterprise or cooperative has its main office.

2. The decision of the People's Court not to open bankruptcy proceedings must be sent to the applicant, the enterprise or cooperative requested to open bankruptcy proceedings, and the People's Procuracy at the same level.

3. The time limit for sending and notifying the decision to open or not to open bankruptcy proceedings is three working days from the date the People's Court issues the decision.

Article 44. Resolution of requests for reconsideration and objections to the decision to open or not to open bankruptcy proceedings

1. Within seven working days from the date of receipt of the decision to open or not to open bankruptcy proceedings, participants in the bankruptcy proceedings have the right to request reconsideration, and the People's Procuracy at the same level has the right to object to the decision to open or not to open bankruptcy proceedings.

2. Upon receipt of the request for reconsideration or objection, the People's Court that issued the decision to open or not to open bankruptcy proceedings shall send the bankruptcy case file to the higher-level People's Court for resolution.

3. Within three working days from the date of receipt of the bankruptcy case file accompanied by the request for reconsideration or objection, the higher-level People's Court shall designate a Panel of Judges consisting of three judges to examine and resolve the request for reconsideration or objection, and send the bankruptcy case file to the People's Procuracy at the same level.

4. Within five working days from the date of receipt of the bankruptcy case file transferred by the People's Court, the People's Procuracy at the same level must return the file to the People's Court.

5. Within five working days from the date of receipt of the bankruptcy case file returned by the People's Procuracy at the same level, the Panel of Judges must convene a session to examine and resolve the request for reconsideration or objection.

6. The session of the Panel of Judges shall have the participation of the People's Procuracy and a court clerk recording the minutes of the session. In necessary cases, other persons may be summoned to provide additional information on unclear issues.

7. The Panel of Judges has the power to issue one of the following decisions:

a) Maintain the decision to open or not to open bankruptcy proceedings;

b) Revoke the decision not to open bankruptcy proceedings and instruct the People's Court that issued the decision not to open bankruptcy proceedings to consider issuing a decision to open bankruptcy proceedings;

c) Revoke the decision to open bankruptcy proceedings and notify the People's Court that issued the decision to open bankruptcy proceedings and the participants in the bankruptcy proceedings.

8. The decision of the Panel of Judges is final and enforceable.

9. The Chief Justice of the Supreme People's Court shall stipulate the Rules of Procedure for the Panel of Judges resolving requests for reconsideration and objections to the decision to open or not to open bankruptcy proceedings.

Article 45. Appointment of Liquidator, Business for Managing and Liquidating Assets

1. Within three working days from the date of the decision to initiate bankruptcy proceedings, the Judge shall be responsible for appointing a Liquidator or a business for managing and liquidating assets.

2. The basis for appointing a Liquidator, a business for managing and liquidating assets:

a) An individual with a professional certificate as a Liquidator; a business for managing and liquidating assets;

b) The proposal to appoint a Liquidator, a business for managing and liquidating assets submitted by the applicant requesting the initiation of bankruptcy proceedings;

c) The Liquidator, a business for managing and liquidating assets has no interest related to the bankruptcy case;

d) The nature of the resolution of the application for initiating bankruptcy proceedings;

đ) The Liquidator, a business for managing and liquidating assets is not a relative of the participants in the bankruptcy proceedings.

3. The appointment document of the Liquidator, a business for managing and liquidating assets must contain the following main contents:

a) Date, month, year;

b) Name and address of the creditor; the enterprise, cooperative that has lost its ability to pay;

c) Name and address of the Liquidator, a business for managing and liquidating assets;

d) Summary of the content of the request to initiate bankruptcy proceedings;

đ) Basis for appointing the Liquidator, a business for managing and liquidating assets;

e) Advance payment for expenses of the Liquidator, a business for managing and liquidating assets;

g) Specific duties and powers of the Liquidator, a business for managing and liquidating assets;

h) Signature and seal of the People's Court by the Judge.

Article 46. Changing the Liquidator, Business for Managing and Liquidating Assets

1. The Liquidator, a business for managing and liquidating assets may be decided by the Judge to change if they fall under one of the following cases:

a) Violation of obligations as prescribed by this Law;

b) There is evidence proving that the Liquidator, a business for managing and liquidating assets is not impartial while performing their tasks;

c) Force majeure circumstances where the Liquidator, a business for managing and liquidating assets cannot perform their tasks.

2. The decision to change the Liquidator, a business for managing and liquidating assets must be in writing, specifying clearly how to handle the advance payment for expenses of the Liquidator, a business for managing and liquidating assets being changed, and immediately sent to the Liquidator, a business for managing and liquidating assets, and participants in the bankruptcy proceedings.

3. Within three working days from the date of receipt of the decision to change the Liquidator, a business for managing and liquidating assets, participants in the bankruptcy proceedings have the right to submit a petition to the President of the People's Court with jurisdiction to review the decision.

4. Within three working days from the date of receipt of the petition to review the decision to change the Liquidator, a business for managing and liquidating assets, the President of the People's Court shall examine and issue one of the following decisions:

a) Not accepting the request to review the decision to change the Liquidator, a business for managing and liquidating assets;

b) Reversing the decision to change the Liquidator, a business for managing and liquidating assets.

5. The decision of the President of the People's Court stipulated in Clause 4 of this Article is the final decision.

6. In cases of change as provided for in point a and point b Clause 1 of this Article, the Liquidator, a business for managing and liquidating assets must return the entire advance payment for expenses of the Liquidator, a business for managing and liquidating assets. In cases of change as provided for in point c Clause 1 of this Article, the Liquidator, a business for managing and liquidating assets shall be paid expenses corresponding to the work already performed.

7. Within three working days from the date of the decision to change, the Liquidator, a business for managing and liquidating assets being changed must hand over all completed work to the new Liquidator, a business for managing and liquidating assets.

8. If the Liquidator, a business for managing and liquidating assets is changed in cases as provided for in point a and point b Clause 1 of this Article or does not comply with the handover provisions as stipulated in Clause 7 of this Article, they will be subject to administrative penalties or criminal liability depending on the nature and degree of violation, and if damage is caused, they must compensate according to the law.

Article 47. Business Activities of Enterprises and Cooperatives After Bankruptcy Proceedings Are Initiated

1. After bankruptcy proceedings are initiated, enterprises and cooperatives continue their business activities but must be subject to supervision by the Judge and the Administrator, who manages and liquidates assets.

2. If it is found that the legal representative of the enterprise or cooperative lacks the ability to manage operations and there are signs of violation of Clause 1 of Article 48 of this Law, the Judge shall issue a decision to change the legal representative of the enterprise or cooperative at the request of the Creditors' Meeting or the Administrator managing and liquidating assets.

Article 48. Prohibited Activities of Enterprises and Cooperatives After Bankruptcy Proceedings Are Initiated

1. After bankruptcy proceedings are initiated, enterprises and cooperatives are prohibited from engaging in the following activities:

a) Concealing, disposing of, or giving away assets;

b) Paying unsecured debts, except for unsecured debts arising after the initiation of bankruptcy proceedings and wages for employees as stipulated in Point c, Clause 1 of Article 49 of this Law;

c) Abandoning claims;

d) Converting unsecured debts into secured debts or partially secured debts using the assets of the enterprise or cooperative.

2. Transactions specified in Clause 1 of this Article are void and shall be handled according to the provisions of Article 60 of this Law.

Article 49. Supervision of Activities of Enterprises and Cooperatives After Bankruptcy Proceedings Are Initiated

1. After bankruptcy proceedings are initiated, enterprises and cooperatives must report to the Administrator, who manages and liquidates assets, before engaging in the following activities:

a) Activities related to borrowing, pledging, mortgaging, guaranteeing, buying and selling, transferring, leasing assets; selling, converting shares; transferring ownership rights of assets;

b) Terminating valid contracts;

c) Paying debts arising after the initiation of bankruptcy proceedings; paying wages to employees of the enterprise or cooperative.

2. The form of reporting includes direct reports, guaranty letters, regular letters, emails, faxes, telexes.

3. Within three working days from the date of receipt of the report from the enterprise or cooperative, the Administrator, who manages and liquidates assets, has the responsibility to respond to the enterprise or cooperative regarding whether the activities specified in Clause 1 of this Article can be carried out or not, and must bear responsibility for their response. The Administrator, who manages and liquidates assets, must report to the Judge on the content of their response.

4. Any activities specified in Clause 1 of this Article carried out without the consent of the Administrator, who manages and liquidates assets, shall be suspended, restored to the original state, and the consequences resolved according to the provisions of the law.

Article 50. Judicial Entrustment in Handling Bankruptcy Matters

1. During the handling of bankruptcy matters, the People's Court may issue a decision to entrust another People's Court to recover assets, take statements from individuals involved in the bankruptcy process, conduct on-site appraisals, value assets, or other measures to collect evidence related to the bankruptcy case.

2. In the entrustment decision, the name and address of the individual involved in the bankruptcy process related to the entrustment and the specific entrusted tasks must be clearly stated.

3. The People's Court receiving the entrustment decision is responsible for carrying out the specific entrusted tasks within thirty days from the date of receipt of the entrustment decision and notifying the results in writing to the People's Court issuing the entrustment decision; if the entrustment cannot be carried out, it must notify in writing the reasons for the inability to carry out the entrustment to the People's Court issuing the entrustment decision.

Chapter IV OBLIGATIONS RELATING TO ASSETS

Article 51. DETERMINATION OF THE VALUE OF OBLIGATIONS RELATING TO ASSETS

1. The obligations relating to assets of enterprises and cooperatives established before the People's Court issues a decision to open bankruptcy proceedings shall be determined at the time the decision to open bankruptcy proceedings is issued.

2. The obligations relating to assets of enterprises and cooperatives established after the People's Court issues a decision to open bankruptcy proceedings shall be determined at the time the decision declaring bankruptcy is issued.

3. In cases where the obligations relating to assets specified in Clause 1 and Clause 2 of this Article are not monetary, the People's Court shall determine the value of such obligations in monetary terms.

Article 52. DETERMINATION OF INTEREST ON DEBTS

1. From the date of issuance of the decision to open bankruptcy proceedings, debts continue to accrue interest according to the agreement but payment of interest is temporarily suspended.

Where the Judge issues a decision to suspend the conduct of bankruptcy proceedings pursuant to Article 86 of this Law, or suspends the procedure for restoring business operations pursuant to point a, Clause 1 of Article 95 of this Law, the suspension of interest payments ceases, and the parties resume making interest payments according to the agreement.

2. For new debts arising after the opening of bankruptcy proceedings until the date of declaration of the enterprise or cooperative as bankrupt, the interest on such debts shall be determined according to the agreement but must not contravene the provisions of the law.

3. From the date of issuance of the decision declaring the enterprise or cooperative as bankrupt, interest on the debt shall cease to accrue.

Article 53. DISPOSITION OF SECURED DEBTS

1. After the opening of bankruptcy proceedings, the Administrator, the enterprise managing and liquidating assets proposes to the Judge regarding the disposition of secured debts that have been temporarily suspended according to Clause 3 of Article 41 of this Law. The Judge examines and disposes of them specifically as follows:

a) In cases where the collateral asset is used to implement the procedure for restoring business operations, the disposition of the collateral asset shall be carried out according to the Resolution of the Meeting of Creditors.

b) In cases where the procedure for restoring business operations is not implemented or the collateral asset is not necessary for implementing the procedure for restoring business operations, the disposition shall be carried out according to the term stipulated in the secured contract if the secured contract has reached its due date. For secured contracts that have not yet reached their due date, prior to the declaration of the enterprise or cooperative as bankrupt, the People's Court suspends the contract and disposes of the secured debts. The disposition of secured debts according to Clause 3 of this Article.

2. In cases where the collateral asset is at risk of being destroyed or significantly reduced in value, the Administrator, the enterprise managing and liquidating assets requests the Judge to immediately dispose of the collateral asset according to Clause 3 of this Article.

3. The disposition of collateral assets according to point b, Clause 1 and Clause 2 of this Article shall be carried out as follows:

a) For secured debts established before the People's Court accepts the application to open bankruptcy proceedings, they shall be settled with the collateral asset.

b) In cases where the value of the collateral asset is insufficient to settle the debt, the remaining portion of the debt will be settled during the process of liquidating the assets of the enterprise or cooperative; if the value of the collateral asset exceeds the amount of the debt, the excess amount will be added to the value of the enterprise or cooperative's assets.

Article 54. Order of Distribution of Assets

1. In cases where the Judge issues a decision declaring bankruptcy, the assets of enterprises and cooperatives shall be distributed in the following order:

a) Bankruptcy costs;

b) Wages, severance pay, social insurance, health insurance for employees, and other benefits under labor contracts and collective labor agreements that have been signed;

c) Debts arising after the commencement of the bankruptcy proceedings for the purpose of restoring business operations of the enterprise or cooperative;

d) Financial obligations to the State; unsecured debts payable to creditors listed in the creditor list; secured debts not yet paid due to the value of the collateral being insufficient to cover the debt.

2. If the value of the enterprise's and cooperative's assets remains after fully paying the amounts specified in Clause 1 of this Article, the remainder belongs to:

a) Members of the cooperative, member cooperatives;

b) Private enterprise owners;

c) Shareholder of a single-member limited liability company;

d) Members of a limited liability company with two or more members, shareholders of a joint-stock company;

đ) Members of a partnership company.

3. If the value of the assets is insufficient to settle the debts according to the provisions of Clause 1 of this Article, each entity at the same priority level shall be settled proportionally according to the percentage corresponding to their respective debts.

Article 55. Obligations on Assets in Cases of Joint Liability or Guarantee

1. In cases where multiple enterprises or cooperatives have joint liability for a debt and one or all of these enterprises or cooperatives become insolvent, the creditor has the right to demand any of these enterprises or cooperatives to fulfill the obligation to repay the debt according to the provisions of the law.

2. In cases where the guarantor becomes insolvent, the guarantee shall be handled as follows:

a) If the guarantee obligation arises, the guarantor must fulfill the guarantee obligation. If the guarantor does not fully settle within the scope of the guarantee, the beneficiary of the guarantee may request the guaranteed party to pay the remaining amount;

b) If the guarantee obligation has not arisen, the guaranteed party must replace the guarantee measure, except in cases where the guaranteed party and the beneficiary of the guarantee have agreed otherwise.

3. In cases where the guaranteed party or both the guarantor and the guaranteed party become insolvent, the guarantor must bear responsibility for the guaranteed party according to the provisions of the law.

Article 56. Return of Leased or Borrowed Property When an Enterprise or Cooperative Is Declared Bankrupt

1. Within ten working days from the date of receipt of the decision declaring bankruptcy, the owner of the property leased or borrowed by the enterprise or cooperative for business purposes must present proof of ownership, lease or loan agreement to the civil enforcement agency to reclaim their property.

2. In cases where the enterprise or cooperative has prepaid rent but the lease period has not expired, the lessor can only reclaim the property after paying the equivalent rental amount for the remaining lease period to the civil enforcement agency to be included in the enterprise's or cooperative's asset pool.

3. In cases where the enterprise or cooperative has transferred the leased or borrowed property to another party and cannot recover it, the lessor or lender has the right to claim compensation for the property as an unsecured debt.

Article 57. Return of Secured Assets

A business or cooperative that has lost its ability to pay shall only return the secured assets to individuals or organizations that have provided such assets to the business or cooperative for the purpose of securing their obligations towards the business or cooperative prior to the People's Court initiating bankruptcy proceedings, provided that such individuals or organizations have fulfilled their obligations towards the business or cooperative.

Article 58. Recovery of Goods Sold

If a seller has delivered goods to a buyer who is a business or cooperative that has lost its ability to pay but has not yet been paid and the buyer has not yet received the goods, the seller may recover those goods. If the business or cooperative that has lost its ability to pay has already received the goods and cannot return them, the seller becomes an unsecured creditor.

Chapter V MEASURES TO SECURE ASSETS

Article 59. Transactions Deemed Void

1. Transactions conducted by a business or cooperative that has lost its ability to pay within six months before the date on which the People's Court issues a decision to initiate bankruptcy proceedings shall be deemed void if they fall under any of the following circumstances:

a) Transactions related to the transfer of assets at prices not reflecting market value;

b) Conversion of unsecured debt into secured debt or partially secured debt with assets of the business or cooperative;

c) Payment or set-off benefiting a creditor for a debt that is not yet due or for an amount greater than the debt that is due;

d) Gift of assets;

đ) Transactions outside the scope of the business activities of the business or cooperative;

e) Other transactions aimed at dissipating the assets of the business or cooperative.

2. Transactions conducted by a business or cooperative that has lost its ability to pay as stipulated in Clause 1 of this Article with related parties within eighteen months before the date on which the People's Court issues a decision to initiate bankruptcy proceedings shall be deemed void.

3. The related parties referred to in Clause 2 of this Article include:

a) Parent company, parent company management personnel, and persons authorized to appoint management personnel for subsidiary companies;

b) Subsidiary companies for parent companies; businesses established by cooperatives for cooperatives;

c) Individuals or groups capable of influencing the decisions of the management bodies of businesses or cooperatives regarding the operations of those businesses or cooperatives;

d) Management personnel of businesses or cooperatives for those businesses or cooperatives;

đ) Spouse, father, adopted father, mother, adopted mother, son, adopted son, daughter, adopted daughter, brother, sister, or half-sibling of management personnel of businesses or cooperatives or of controlling shareholders or shareholders holding controlling shares or interests;

e) Individuals authorized to represent the persons specified in Points a, b, c, d, and đ of this Clause;

g) Businesses in which the persons specified in Points a, b, c, d, đ, e, and h of this Clause hold ownership sufficient to influence the decisions of the management bodies of those businesses;

h) Groups of individuals who have agreed to cooperate to acquire controlling shares, interests, or benefits in a company or to influence the decisions of the company.

4. Liquidators, businesses managing and liquidating assets shall be responsible for reviewing transactions conducted by businesses or cooperatives that have lost their ability to pay. If they discover transactions as stipulated in Clauses 1 and 2 of this Article, they shall propose to the People's Court to declare such transactions void.

Article 60. Declaration of Void Transaction

1. Within ten working days from the date on which the Administrator, enterprise managing and liquidating assets, or participants in the bankruptcy proceedings request the declaration of a transaction void, or the People's Court discovers a transaction as prescribed in Clause 1 and Clause 2 of Article 59 of this Law, the People's Court shall issue one of the following decisions:

a) Not to accept the request of the Administrator, enterprise managing and liquidating assets, or participants in the bankruptcy proceedings;

b) Declare the transaction void, cancel the security measures, and resolve the consequences of the void transaction in accordance with the provisions of the law.

2. The decision declaring the transaction void takes effect from the date of issuance.

3. Within five working days from the date of receipt of the decision declaring the transaction void, the enterprise or cooperative unable to pay debts, and the party contracting with the enterprise or cooperative may submit a petition requesting the President of the People's Court to reconsider the decision declaring the transaction void.

4. Within seven working days from the date of receipt of the petition requesting reconsideration of the decision declaring the transaction void, the President of the People's Court who issued the decision declaring the transaction void must issue one of the following decisions:

a) Not to accept the request for reconsideration of the decision declaring the transaction void;

b) Revoke the decision declaring the transaction void. In case of disputes, they shall be resolved according to the provisions of Chapter X of this Law.

5. Within seven working days from the date of receipt of the decision prescribed in point b, Clause 1 of this Article, the civil enforcement agency has the responsibility to proactively organize the execution of the decision in accordance with the provisions of the Civil Enforcement Law.

Article 61. Suspension and Termination of Execution of Valid Contracts

1. Within five working days from the date on which the People's Court accepts the application for opening bankruptcy proceedings, if it finds that the execution of valid contracts currently being executed or not yet executed will likely cause disadvantage to the enterprise or cooperative, the creditor, enterprise, or cooperative unable to pay debts has the right to request the People's Court to issue a decision suspending the execution of the contract, except in cases of handling secured debts as prescribed in Article 53 of this Law.

2. The document requesting the People's Court to issue a decision suspending the execution of the contract as prescribed in Clause 1 of this Article must contain the main contents as follows:

a) Date, month, year;

b) Name and address of the person making the request;

c) Contract number, name of the contract; date of conclusion of the contract;

d) Parties contracting with the enterprise or cooperative in the contract;

đ) Specific content of the contract;

e) Basis for requesting suspension of the execution of the contract.

3. Within five working days from the date of receipt of the request document, if accepted, the People's Court shall issue a decision suspending the execution of the contract; if not accepted, it shall notify the applicant in writing.

4. Within five working days from the date on which the People's Court issues a decision to open bankruptcy proceedings, the People's Court must review the contracts suspended under Clause 1 of this Article and issue one of the following decisions:

a) Continue executing the contract if the execution of the valid contract currently being executed or if executed will not cause disadvantage to the enterprise or cooperative;

b) Terminate the execution of the contract and resolve the consequences in accordance with the provisions of Article 62 of this Law.

5. In case the People's Court decides not to open bankruptcy proceedings, the People's Court that decided to suspend the execution of the contract under Clause 1 of this Article shall revoke the decision to suspend.

Article 62. Payment and Compensation for Damages when a Contract is Suspended

1. When a contract is suspended, if the property received by the enterprise or cooperative from the contract still exists within the enterprise's or cooperative's assets, the party that entered into the contract with the enterprise or cooperative has the right to reclaim the property and be paid back the amount already received by the enterprise or cooperative; if the property is no longer available, the party has the right as an unsecured creditor for the unpaid portion.

2. In cases where the suspension of the contract causes damage to the party that entered into the contract with the enterprise or cooperative, the party has the right as an unsecured creditor for the amount of damage suffered.

Article 63. Set-off of Obligations

1. After the People's Court decides to open bankruptcy proceedings, creditors and enterprises or cooperatives that have lost their ability to pay may perform set-off of obligations for contracts established before the decision to open bankruptcy proceedings.

2. The performance of set-off of obligations as stipulated in Clause 1 of this Article must be agreed upon by the Administrator, the enterprise managing and liquidating assets. The Administrator, the enterprise managing and liquidating assets shall report to the Judge on the performance of set-off of obligations.

3. Methods of set-off of obligations:

a) Where both parties have obligations regarding equivalent assets, they need not fulfill obligations towards each other and the obligations are deemed terminated, except where otherwise provided by law;

b) Where both parties have obligations regarding non-equivalent assets and the difference in value of the assets is greater on the side of the enterprise or cooperative, the party that entered into the contract with the enterprise or cooperative must pay the difference in asset value to be included in the enterprise's or cooperative's assets;

c) Where both parties have obligations regarding non-equivalent assets and the difference in value of the assets is greater on the side of the party that entered into the contract with the enterprise or cooperative, the party that entered into the contract with the enterprise or cooperative becomes an unsecured creditor for the difference in asset value.

Article 64. Assets of Enterprises and Cooperatives Losing Their Ability to Pay

1. The assets of enterprises and cooperatives losing their ability to pay include:

a) Assets and property rights owned by the enterprise or cooperative at the time the People's Court decides to open bankruptcy proceedings;

b) Assets and property rights obtained after the date the People's Court issues the decision to open bankruptcy proceedings;

c) The value of collateral exceeding the secured debt that the enterprise or cooperative must pay to secured creditors;

d) The value of land use rights of the enterprise or cooperative determined according to the provisions of the law on land;

đ) Assets recovered from acts of concealing or disposing of the enterprise's or cooperative's assets;

e) Assets and property rights obtained from invalid transactions;

g) Other assets as prescribed by law.

2. The assets of private enterprises and limited liability companies losing their ability to pay include:

a) Assets specified in Clause 1 of this Article;

b) Assets of the owner of a private enterprise or partner in a limited liability company not directly used for business operations; in cases where the owner of a private enterprise or partner in a limited liability company has jointly-owned assets, the share of such assets belonging to the owner of a private enterprise or partner in a limited liability company shall be divided according to the provisions of civil law and related laws.

3. In cases where a cooperative is declared bankrupt, the handling of indivisible assets shall be carried out in accordance with the provisions of the law on cooperatives.

Article 65. Inventory of Assets of Enterprises and Cooperatives Unable to Pay Debts

1. Within thirty days from the date of receiving the decision to initiate bankruptcy proceedings, enterprises and cooperatives unable to pay debts must conduct an inventory of assets and determine the value of such assets; if necessary, they may request the Judge to extend the deadline, but not more than twice, each extension not exceeding thirty days. The determination of the asset value of enterprises and cooperatives must be carried out in accordance with the provisions of the law.

2. In cases where the legitimate representative of the enterprise or cooperative is absent, the person designated by the Administrator, the enterprise managing and liquidating assets shall act as the representative of the enterprise or cooperative to carry out the inventory work and determine the asset value of the enterprise or cooperative.

3. The inventory list of assets that have been valued must be immediately sent to the People's Court conducting the bankruptcy proceedings.

4. If it is found that the inventory and valuation of assets of enterprises and cooperatives as stipulated in Clause 1 of this Article are inaccurate, the People's Court shall require the Administrator, the enterprise managing and liquidating assets to organize the re-inventory and revaluation of part or all of the assets of the enterprise or cooperative. The asset value shall be determined and appraised based on the market price at the time of inventory.

5. In cases where the representatives of the enterprise or cooperative and other persons do not cooperate in the inventory process or intentionally distort the inventory process, they shall be dealt with according to the provisions of the law.

Article 66. Submission of Debt Claim Forms

1. Within thirty days from the date the People's Court issues the decision to initiate bankruptcy proceedings, creditors must submit debt claim forms to the Administrator, the enterprise managing and liquidating assets.

2. The debt claim form must include the following contents:

a) Name, address, nationality, identification number of the creditor or their representative;

b) Total amount of debt payable, including the principal debt, overdue debt, accrued interest not yet paid, non-matured debt, secured debt and the method of security, unsecured debt that the enterprise or cooperative must pay, contractual compensation amount (if any).

3. Supporting documents and evidence proving the debt must accompany the debt claim form. The debt claim form must be signed by the creditor or their authorized representative.

4. In cases of force majeure or objective obstacles, the period during which the force majeure event or objective obstacle occurs shall not be counted within the deadline specified in Clause 1 of this Article.

Article 67. Establishment of Creditor List

1. Within fifteen days from the expiration of the deadline for submitting debt claim forms, the Administrator, the enterprise managing and liquidating assets must establish a creditor list, collect relevant documents related to the debt, and publicly post the creditor list. The creditor list must clearly record the name, address, nationality, identification number of the creditor or their representative, the amount of debt owed by each creditor, distinguishing between secured debt, unsecured debt, matured debt, and non-matured debt.

2. The creditor list must be publicly posted at the headquarters of the People's Court conducting the bankruptcy proceedings, the main office of the enterprise or cooperative, and published on the Enterprise Registration Portal, the Electronic Portal of the People's Court, and must be sent to creditors who have submitted debt claim forms within ten working days from the posting date.

3. Within five working days from the end of the posting period, creditors and enterprises or cooperatives unable to pay debts have the right to request the Judge to review the creditor list. In cases of force majeure or objective obstacles, the period during which the force majeure event or objective obstacle occurs shall not be counted within the deadline specified in this clause.

4. Within three working days from the date of receipt of the request for review, the Judge must examine and resolve the request, and if the request is justified, amend and supplement the creditor list.

Article 68. Establishment of Debtor List

1. The administrator, business managing and liquidating assets must establish a list of debtors of the enterprise or cooperative that has lost its ability to pay. The debtor list must clearly record the name, address, nationality, identification of each debtor or their representative, the amount of debt owed by each debtor, distinguishing between secured debt, unsecured debt, due debt, and undue debt.

2. Within forty-five days from the date of issuing the decision to initiate bankruptcy proceedings, the debtor list must be publicly posted at the headquarters of the People's Court conducting the bankruptcy proceedings, the main office of the enterprise or cooperative, and must be sent to the debtors within ten working days from the posting date.

3. Within five working days from the end of the posting period, debtors and enterprises or cooperatives that have lost their ability to pay may request the Judge to review the debtor list.

4. Within three working days from the receipt of the request for review, the Judge must examine and resolve the request; if the request is found to be justified, the Judge shall amend and supplement the debtor list.

Article 69. Registration of Security Transactions of Enterprises and Cooperatives Losing Their Ability to Pay

If an enterprise or cooperative that has lost its ability to pay lends assets to others and according to the law must register security transactions but has not done so, the enterprise or cooperative must immediately carry out the registration; if the enterprise or cooperative fails to do so, the administrator, business managing and liquidating assets must carry out the registration of security transactions.

Article 70. Application of Interim Emergency Measures

1. During the process of resolving requests to initiate bankruptcy proceedings, persons entitled to file such requests under Article 5 of this Law, the administrator, business managing and liquidating assets have the right to request the competent People's Court to issue a decision to apply one or more interim emergency measures to preserve the assets of the enterprise or cooperative that has lost its ability to pay and ensure the legitimate rights and interests of workers, including:

a) Selling goods that are easily damaged, goods nearing expiration, or goods that will be difficult to sell if not sold at the right time; harvesting and selling crops or other products;

b) Seizing and sealing the assets of the enterprise or cooperative;

c) Freezing the bank accounts of the enterprise or cooperative; freezing assets held in custody;

d) Sealing warehouses, funds, and seizing and managing accounting books and related documents of the enterprise or cooperative;

đ) Prohibiting the transfer of property rights over the assets of the enterprise or cooperative that has lost its ability to pay;

e) Prohibiting changes to the status of the assets of the enterprise or cooperative that has lost its ability to pay;

g) Prohibiting or compelling the enterprise, cooperative, individual, or organization involved to perform certain actions;

h) Compelling employers to temporarily advance wages, salaries, compensation, or occupational injury allowances to workers;

i) Other interim emergency measures as prescribed by law.

2. The person requesting the application of interim emergency measures must submit a written request to the competent People's Court. The written request for interim emergency measures must include the following main contents:

a) Date, month, year;

b) Name and address of the person requesting the application of interim emergency measures;

c) Name and address of the person subject to the application of interim emergency measures;

d) Reasons for the necessity of applying interim emergency measures;

đ) The interim emergency measures required to be applied and specific requests. Depending on the request for interim emergency measures, the person requesting must provide evidence to the People's Court to prove the necessity of applying such measures.

3. Procedures for applying, changing, revoking interim emergency measures, reviewing applications for reconsideration of the application, change, or revocation of interim emergency measures, and enforcing decisions on the application, change, or revocation of interim emergency measures shall be carried out in accordance with this Law, civil procedure law, and civil enforcement law.

4. The Supreme People's Court shall guide the implementation of this Article.

Article 71. Handling the temporary suspension of civil enforcement proceedings and resolving cases

1. In the case where the People's Court decides not to open bankruptcy proceedings, the People's Court, Arbitration, or civil enforcement agency that issued the decision to temporarily suspend according to Article 41 of this Law shall issue a decision to revoke the decision to temporarily suspend.

2. In the case where the People's Court decides to open bankruptcy proceedings, the People's Court, Arbitration, or civil enforcement agency that issued the decision to temporarily suspend according to Article 41 of this Law must issue a decision to terminate and transfer the case file to the People's Court conducting the bankruptcy proceedings for resolution.

3. In the case where the People's Court decides to terminate the bankruptcy proceedings according to Clause 1, Article 86 of this Law and terminates the business recovery procedure as stipulated in Point a, Clause 1, Article 95 of this Law, the People's Court, Arbitration, or civil enforcement agency that issued the termination decision under Clause 2 of this Article shall revoke such decision and resolve the matter in accordance with the law.

Article 72. Resolving the termination of civil enforcement proceedings and resolving cases

1. In the case where the civil enforcement proceeding is terminated according to Clause 2, Article 71 of this Law, the People's Court conducting the bankruptcy proceedings shall handle it as follows depending on each specific situation:

a) In the case where the judgment or decision of the People's Court has taken legal effect and there is no decision to seize assets of the enterprise or cooperative to ensure enforcement, the person entitled to enforcement may be paid as an unsecured creditor;

b) In the case where the judgment or decision of the People's Court has taken legal effect and there is a decision to seize assets of the enterprise or cooperative to ensure enforcement, the person entitled to enforcement may be paid as a secured creditor.

2. In the case where the case is terminated according to Clause 2, Article 71 of this Law, immediately upon receiving the case file transferred from the People's Court that decided to terminate the case, the People's Court conducting the bankruptcy proceedings must examine and decide on the property obligations that the insolvent enterprise or cooperative must fulfill or the property obligations that other parties must fulfill towards the insolvent enterprise or cooperative as follows:

a) In the case where the insolvent enterprise or cooperative must fulfill property obligations, the person entitled to such property obligations from the insolvent enterprise or cooperative has the right to request payment from the enterprise or cooperative's assets as a creditor;

b) In the case where another party must fulfill property obligations towards the insolvent enterprise or cooperative, they must pay the enterprise or cooperative the corresponding value of such property obligation.

Article 73. Obligations of banks where enterprises or cooperatives have accounts

From the date the People's Court issues a decision declaring an enterprise or cooperative bankrupt, it is strictly prohibited for a bank where the declared bankrupt enterprise or cooperative has an account to settle the debts of the declared bankrupt enterprise or cooperative, except with the written consent of the People's Court or the civil enforcement agency.

Article 74. Obligations of Workers

From the date when the People's Court decides to initiate bankruptcy proceedings, workers have the obligation to protect the assets of the enterprise or cooperative; they shall not carry out acts aimed at concealing or disposing of the assets of the enterprise or cooperative.

Chapter VI CREDITORS' MEETING

Article 75. Summoning and Notifying the Creditors' Meeting

1. The Judge shall summon the Creditors' Meeting within twenty days from the end of the asset inventory process if the asset inventory ends after the creditor list is established, or from the end of the creditor list establishment process if the asset inventory ends before the creditor list is established, except in cases where there is no need to convene a Creditors' Meeting as provided for in Article 105 of this Law.

2. The notice of the Creditors' Meeting and related documents must be sent to persons entitled to participate in the Creditors' Meeting and those obligated to participate as stipulated in Articles 77 and 78 of this Law, at least fifteen days prior to the opening of the meeting. The summons to the Creditors' Meeting must clearly state the time and place of the meeting, its agenda, and its content.

3. The notice of the Creditors' Meeting and documents sent through direct delivery, registered mail, ordinary mail, fax, telex, email, or other methods that record the sending thereof.

Article 76. Principles for Conducting the Creditors' Meeting

1. Respect agreements made by participants in the bankruptcy process if such agreements do not violate prohibitions under the law and are not contrary to social morals.

2. Equality in rights and obligations of participants in the bankruptcy process.

3. Transparency in the conduct of the Creditors' Meeting.

Article 77. Rights to Participate in the Creditors' Meeting

The following persons have the right to participate in the Creditors' Meeting:

1. Creditors whose names appear on the creditor list. Creditors may authorize another person in writing to participate in the Creditors' Meeting, and the authorized person has the same rights and obligations as the creditor.

2. Representatives of workers and trade unions authorized by workers; in this case, representatives of workers and trade unions have the same rights and obligations as creditors.

3. Guarantors who have paid off debts on behalf of insolvent enterprises or cooperatives; in this case, guarantors become unsecured creditors.

Article 78. Obligations to Participate in the Creditors' Meeting

1. Persons who filed the application to initiate bankruptcy proceedings as stipulated in Article 5 of this Law, the business owner, or the lawful representative of insolvent enterprises or cooperatives have the obligation to participate in the Creditors' Meeting; if unable to attend, they must authorize another person in writing to participate in the Creditors' Meeting, and the authorized person has the same rights and obligations as the authorizer.

2. In cases where the enterprise or cooperative representative intentionally absents themselves without a valid reason, the Liquidator or the enterprise managing and liquidating assets shall request the People's Court to handle the matter according to the law.

Article 79. Validity Conditions of the Creditors' Meeting

1. There must be a number of creditors representing at least 51% of the total amount of unsecured debt. Creditors who do not attend the Creditors' Meeting but submit their opinions in writing to the Judge before the meeting is held, stating their views on the contents specified in Clause 1 of Article 83 of this Law, shall be considered as participating in the Creditors' Meeting.

2. The Liquidator or the enterprise managing and liquidating assets assigned to resolve the application to initiate bankruptcy proceedings must participate in the Creditors' Meeting.

Article 80. Postponement of the Creditors' Meeting

1. The Creditors' Meeting shall be postponed if it does not meet the conditions stipulated in Article 79 of this Law; in case of postponing the Creditors' Meeting, the Judge shall record the minutes and note the opinions of the participants in the Creditors' Meeting. The Judge must immediately notify the participants in the bankruptcy proceedings about the postponement of the Creditors' Meeting on the day of postponement.

2. Within thirty days from the date of postponing the Creditors' Meeting, the Judge must reconvene the Creditors' Meeting.

3. In case the Creditors' Meeting is reconvened according to the provision of Clause 2 of this Article but still fails to meet the requirements stipulated in Article 79 of this Law, the Judge shall record the minutes and decide to declare bankruptcy.

Article 81. Content and Procedure of the Creditors' Meeting

1. The Creditors' Meeting shall be conducted as follows:

a) The assigned Judge shall open the Creditors' Meeting;

b) The Creditors' Meeting shall vote to approve the appointment of the Secretary of the Creditors' Meeting proposed by the Liquidator, the enterprise managing and liquidating assets to record the minutes of the Creditors' Meeting;

c) The Liquidator, the enterprise managing and liquidating assets shall report on the presence and absence of participants in the Creditors' Meeting as notified by the People's Court, reasons for absence, and verification of the identity of the participants in the Creditors' Meeting;

d) The Judge shall inform the Creditors' Meeting about the participants in the Creditors' Meeting and the content of the resolution of the application for initiating bankruptcy proceedings;

đ) The Liquidator, the enterprise managing and liquidating assets shall inform the Creditors' Meeting about the business situation and financial status of the insolvent enterprise or cooperative; the results of asset inventory, list of creditors, list of debtors, and other contents deemed necessary;

e) The head of the enterprise or his/her authorized representative shall present their views on the content reported by the Liquidator, the enterprise managing and liquidating assets to the Creditors' Meeting, propose restructuring plans and solutions, and discuss the ability and timeframe for debt repayment;

g) The creditor or his/her authorized representative shall present specific issues requiring resolution, reasons, purposes, and grounds for requesting bankruptcy;

h) The interested party or his/her authorized representative shall present their views on issues related to their rights and obligations in resolving the request for initiating bankruptcy proceedings;

i) Witnesses shall present their opinions; experts, representatives of appraisal agencies shall present their appraisal conclusions and valuation results; persons implementing supplementary judicial measures shall explain unresolved or conflicting issues;

k) In case of absence, the Liquidator, the enterprise managing and liquidating assets shall announce the written opinions, documents, and evidence provided by the absent person;

l) The Creditors' Meeting shall discuss the contents reported by the Liquidator, the enterprise managing and liquidating assets, and the opinions of the participants in the Creditors' Meeting;

m) The Liquidator, the enterprise managing and liquidating assets, and the participants in the Creditors' Meeting have the right to request the Judge to issue a decision replacing the authorized representative of the insolvent enterprise or cooperative;

n) Creditors have the right to establish a Creditors' Representative Board.

2. The resolution of the Creditors' Meeting shall be adopted when more than half of the total number of unsecured creditors present and representing at least 65% of the total amount of unsecured debt vote in favor. The resolution of the Creditors' Meeting shall be binding on all creditors.

Article 82. Creditors' Representative Board

1. The Creditors' Representative Board shall consist of three to five members elected by creditors at the Creditors' Meeting, including the Chairperson, Vice-Chairperson, and Member.

2. The Creditors' Representative Board shall act on behalf of the creditors to supervise the implementation of the Resolutions of the Creditors' Meeting, propose to the Liquidator, management, and asset liquidation enterprise regarding the implementation of the Resolutions of the Creditors' Meeting. In case the Liquidator, management, and asset liquidation enterprise do not implement the proposal, the Creditors' Representative Board has the right to notify in writing the Judge responsible for handling bankruptcy proceedings.

Article 83. Resolution of the Creditors' Meeting

1. The Creditors' Meeting has the right to adopt a Resolution containing one of the following conclusions:

a) Proposing to suspend the processing of requests to initiate bankruptcy proceedings if it falls under the circumstances stipulated in Clause 1 of Article 86 of this Law;

b) Proposing to apply measures to restore business operations for enterprises and cooperatives;

c) Proposing to declare bankruptcy for enterprises and cooperatives.

2. The Resolution of the Creditors' Meeting must include the main contents as follows:

a) Date, month, year;

b) Name of the Liquidator, management, and asset liquidation enterprise;

c) Name and address of the person requesting to initiate bankruptcy proceedings;

d) Name and address of the enterprise or cooperative subject to the petition for opening bankruptcy proceedings;

d) Name and address of the related party;

e) Opinion of the participants in the Creditors' Meeting;

g) Opinion of the Liquidator, management, and asset liquidation enterprise on the request of the participants in the Creditors' Meeting;

h) Conclusion of the Creditors' Meeting, voting results.

3. The Resolution of the Creditors' Meeting must be signed by the Judge, Liquidator, representative of the management, and asset liquidation enterprise, and announced before the Creditors' Meeting.

4. In case the Creditors' Meeting fails to pass a Resolution as prescribed in Clause 2 of Article 81 of this Law, the People's Court shall declare the enterprise or cooperative bankrupt.

Article 84. Sending the Resolution of the Creditors' Meeting

Within three working days from the date of organizing the Creditors' Meeting, the People's Court shall send the Resolution of the Creditors' Meeting to the People's Procuracy at the same level and persons with rights and obligations participating in the Creditors' Meeting as prescribed in Articles 77 and 78 of this Law.

Article 85. Requesting Reconsideration and Handling Requests for Reconsideration of the Resolution of the Creditors' Meeting

1. In case they disagree with the Resolution of the Creditors' Meeting, within five working days from the date of receiving the Resolution of the Creditors' Meeting, persons with rights and obligations participating in the Creditors' Meeting as prescribed in Articles 77 and 78 of this Law have the right to submit a request, and the People's Procuracy at the same level has the right to make a recommendation to the President of the People's Court currently handling bankruptcy to reconsider the Resolution of the Creditors' Meeting.

2. The request and recommendation shall contain the main contents as follows:

a) Date, month, year;

b) Name and address of the requester, People's Procuracy making the recommendation;

c) Content of the request and recommendation.

3. Within ten working days from the date of receipt of the request and recommendation, the President of the People's Court currently handling bankruptcy shall examine and issue one of the following decisions:

a) Not accepting the request and recommendation;

b) Organizing another Creditors' Meeting.

4. Within three working days from the date of issuance, the decision on handling the request and recommendation shall be sent to the People's Procuracy at the same level and persons with rights and obligations participating in the Creditors' Meeting as prescribed in Articles 77 and 78 of this Law.

5. The decision on handling according to the provisions of Clause 3 of this Article is the final decision.

Article 86. Suspension of Bankruptcy Proceedings

1. From the date the People's Court issues a decision to open bankruptcy proceedings until the date it issues a decision declaring the enterprise or cooperative bankrupt, if the enterprise or cooperative does not lose its ability to pay debts, the People's Court shall issue a decision to suspend the bankruptcy proceedings.

The enterprise or cooperative must refund the advance payment for bankruptcy costs to the applicant, except in cases where the application for opening bankruptcy proceedings violates the provisions of Clause 4, Article 19 of this Law.

2. The decision to suspend the bankruptcy proceedings must be sent to those persons notified of the decision to open bankruptcy proceedings as stipulated in Clause 1, Article 43 of this Law within three working days from the date of issuance of the decision.

Within fifteen days from the date of receipt of the decision, participants in the bankruptcy proceedings have the right to request a review, and the People's Procuracy at the same level has the right to make recommendations to the President of the People's Court currently handling the bankruptcy proceedings regarding the decision to suspend the bankruptcy proceedings.

3. Within three working days from the date of receipt of the request for review and recommendation as stipulated in Clause 2 of this Article, the President of the People's Court currently handling the bankruptcy proceedings must examine and resolve the recommendation and request for review of the decision to suspend the bankruptcy proceedings and issue one of the following decisions:

a) Maintain the decision to suspend the bankruptcy proceedings;

b) Revoke the decision to suspend the bankruptcy proceedings and assign the Judge to proceed with the bankruptcy resolution.

4. The decision on resolving the request and recommendation for review of the decision to suspend the bankruptcy proceedings must be sent to those persons notified of the decision to open bankruptcy proceedings as stipulated in Clause 1, Article 43 of this Law within three working days from the date of issuance of the decision.

Chapter VII PROCEDURES FOR BUSINESS RECOVERY

Article 87. Development of Business Recovery Plan

1. Within thirty days from the date the Creditors' Meeting passes a resolution to apply business recovery procedures, the enterprise or cooperative that has lost its ability to pay debts must develop a business recovery plan and submit it to the Judge, creditors, Administrator, asset management and liquidation company for comments.

2. Within ten working days from the date of receipt of the business recovery plan of the enterprise or cooperative, the creditor, Administrator, asset management and liquidation company must send their comments to the enterprise or cooperative to perfect the business recovery plan and report to the Administrator, asset management and liquidation company, creditors, and the Creditors' Representative Board (if any).

3. Immediately upon receiving the business recovery plan as prescribed in Clause 2 of this Article, the Administrator, asset management and liquidation company must report to the Judge.

4. Within fifteen days from the date of receipt of the business recovery plan from the Administrator, asset management and liquidation company, the Judge must review before submitting the plan to the Creditors' Meeting for examination and approval.

Article 88. Contents of the Business Recovery Plan

1. The business recovery plan of an enterprise or cooperative that has lost its ability to pay debts must clearly state measures to restore business operations; conditions, deadlines, and plans for debt repayment.

2. Measures to restore business operations include:

a) Raising capital;

b) Reducing, waiving, or deferring debts;

c) Changing production and business products;

d) Modernizing production technology;

đ) Reorganizing management structures, merging or splitting production units;

e) Selling shares to creditors and other parties;

g) Selling or leasing assets;

h) Other measures not contrary to the law.

Article 89. Time Limit for Implementing the Business Recovery Plan

1. The time limit for implementing the business recovery plan of a business or cooperative that has lost its ability to pay, as decided by the Creditors' Meeting adopting the business recovery plan, shall be determined according to the Resolution of the Creditors' Meeting.

2. In cases where the Creditors' Meeting cannot determine the time limit for implementing the business recovery plan of a business or cooperative that has lost its ability to pay, the time limit for implementing the business recovery plan shall not exceed three years from the date the Creditors' Meeting adopts the business recovery plan.

Article 90. Validity Conditions of the Creditors' Meeting Adopting the Business Recovery Plan of a Business or Cooperative

1. There must be creditors participating and representing at least 51% of the unsecured debt. A creditor who does not participate in the Creditors' Meeting but sends their opinion in writing to the Judge before the Creditors' Meeting is held, specifying their view on whether to adopt or not adopt the business recovery plan of the business or cooperative, shall be considered as participating in the Creditors' Meeting.

2. The Liquidator or the enterprise managing and liquidating assets assigned to resolve the application to initiate bankruptcy proceedings must participate in the Creditors' Meeting.

Article 91. Content and Procedure of the Creditors' Meeting Adopting the Business Recovery Plan

1. Within ten working days from the date of the decision to bring the business recovery plan of a business or cooperative that has lost its ability to pay to the Creditors' Meeting, the Judge shall convene the Creditors' Meeting to examine and adopt the business recovery plan.

2. The Creditors' Meeting shall be conducted as follows:

a) The assigned Judge shall open the Creditors' Meeting;

b) The Creditors' Meeting shall vote to approve the appointment of the Secretary of the Creditors' Meeting proposed by the Liquidator, the enterprise managing and liquidating assets to record the minutes of the Creditors' Meeting;

c) The Liquidator, the enterprise managing and liquidating assets shall report on the presence and absence of participants in the Creditors' Meeting as notified by the People's Court, reasons for absence, and verification of the identity of the participants in the Creditors' Meeting;

d) The Judge shall inform the Creditors' Meeting about the participants in the Creditors' Meeting;

đ) The representative of the business or cooperative shall present the business recovery plan;

e) Participants in the Creditors' Meeting shall express their opinions on the business recovery plan;

g) The Creditors' Meeting shall discuss and vote to adopt the business recovery plan.

4. The Creditors' Meeting may be postponed once if it does not meet the validity conditions. The re-convening of the Creditors' Meeting shall be carried out in accordance with Articles 90 and 91 of this Law.

5. The Resolution of the Creditors' Meeting adopting the business recovery plan shall take effect when more than half of the total number of unsecured creditors present and representing at least 65% of the total unsecured debt vote in favor. If the business recovery plan involves the use of secured assets, the period of using the secured asset, the plan for handling the secured asset, and the agreement of the secured creditor must be clearly specified.

6. The Resolution of the Creditors' Meeting shall have binding force on all creditors.

7. In cases where the Creditors' Meeting cannot be reconvened or the Resolution cannot be adopted according to Clause 5 of this Article, the People's Court shall declare the business or cooperative bankrupt.

Article 92. Recognition of the Resolution of the Creditors' Meeting Adopting the Business Recovery Plan of a Business or Cooperative

1. The Judge shall issue a decision recognizing the Resolution of the Creditors' Meeting adopting the business recovery plan of a business or cooperative that has lost its ability to pay. This Resolution shall be effective against all persons involved in the bankruptcy proceedings.

From the date this Resolution takes effect, the prohibitions and supervision over the business activities of the business or cooperative stipulated in Articles 48 and 49 of this Law shall cease.

2. The People's Court shall send the decision recognizing the Resolution of the Creditors' Meeting adopting the business recovery plan to the business or cooperative that has lost its ability to pay, the creditors, and the People's Procuracy at the same level within seven working days from the date of issuance.

Article 93. Supervision of the Implementation of Business Recovery Plan

1. After the Judge issues a decision recognizing the resolution of the Creditor Meeting approving the business recovery plan of the enterprise or cooperative that has lost its ability to pay, the Administrator, the management and liquidation company, and the creditor shall supervise the business operations of the enterprise or cooperative.

2. Every six months, the enterprise or cooperative must prepare a report on the implementation of the business recovery plan for the Administrator and the management and liquidation company. The Administrator and the management and liquidation company have the responsibility to report to the Judge and notify the creditors.

Article 94. Amendment and Supplement to the Business Recovery Plan

1. During the implementation of the business recovery plan, the creditors and the enterprise or cooperative have the right to agree on amending and supplementing the business recovery plan.

2. An agreement to amend and supplement the business recovery plan of the enterprise or cooperative is accepted when more than half of the total number of unsecured creditors present and representing at least 65% of the total amount of unsecured debt vote in favor.

3. The Administrator and the management and liquidation company submit a document requesting the Judge to issue a decision recognizing the agreement to amend and supplement the business recovery plan of the enterprise or cooperative. The decision recognizing the agreement to amend and supplement the business recovery plan of the enterprise or cooperative shall be sent to the enterprise or cooperative that has lost its ability to pay and the creditors within seven working days from the date of issuance.

Article 95. Suspension of Business Recovery Procedure

1. The Judge issues a decision to suspend the business recovery procedure of the enterprise or cooperative that has lost its ability to pay if it falls under any of the following circumstances:

a) The enterprise or cooperative has completed the implementation of the business recovery plan;

b) The enterprise or cooperative cannot implement the business recovery plan;

c) At the end of the period for implementing the business recovery plan, the enterprise or cooperative still loses its ability to pay.

2. The People's Court publicly announces the decision to suspend the business recovery procedure of the enterprise or cooperative according to the provisions of Clause 1, Article 43 of this Law.

Article 96. Legal Consequences of Suspending the Business Recovery Procedure

1. In the case provided for in Point a, Clause 1, Article 95 of this Law, the enterprise or cooperative is considered not to have lost its ability to pay anymore. The Judge responsible for handling the request to open the bankruptcy procedure shall issue a written notice about the termination of the rights and obligations of the Administrator and the management and liquidation company.

2. In the cases provided for in Points b and c, Clause 1, Article 95 of this Law, the Judge shall issue a decision declaring the enterprise or cooperative bankrupt.

Chapter VIII BANKRUPTCY PROCEDURE FOR CREDIT ORGANIZATIONS

Article 97. Application of Provisions on Bankruptcy Procedure for Credit Organizations

The bankruptcy procedure for credit organizations is carried out in accordance with the provisions of this Chapter. For matters not specified in this Chapter, the corresponding provisions of this Law shall apply, except for the provisions of Chapters VI and VII of this Law.

Article 98. Rights and Obligations to File a Request to Open Bankruptcy Procedure

After the State Bank of Vietnam issues a document terminating special control or a document terminating the application or non-application of measures to restore payment capacity, but the credit organization still loses its ability to pay, the following persons have the right and obligation to file a request to open the bankruptcy procedure:

1. Persons prescribed in Clauses 1, 2, 5, and 6 of Article 5 of this Law;

2. The credit organization has the obligation to file a request to open the bankruptcy procedure; if the credit organization does not file a request to open the bankruptcy procedure, the State Bank of Vietnam shall file a request to open the bankruptcy procedure for that credit organization.

Article 99. Acceptance of Petition for Bankruptcy Proceedings against Credit Institutions

The People's Court shall accept a petition requesting the initiation of bankruptcy proceedings against credit institutions when there is a document terminating special supervision or a document terminating the application or non-application of measures to restore payment capability issued by the State Bank of Vietnam, and the credit institution still lacks the ability to pay.

Article 100. Repayment of Special Loans

A credit institution that has received special loans from the State Bank of Vietnam or another credit institution as stipulated by the Law on Credit Institutions and is declared bankrupt must repay these special loans to the State Bank of Vietnam or the other credit institution before implementing asset distribution as provided for in Article 101 of this Law.

Article 101. Order of Asset Distribution

1. The distribution of the value of assets of a credit institution shall be carried out in the following order:

a) Bankruptcy costs;

b) Wages, severance pay, social insurance, health insurance for employees, and other benefits under labor contracts and collective labor agreements that have been signed;

c) Deposits; amounts that the deposit insurance organization must pay to depositors at the bankrupt credit institution according to the laws on deposit insurance and guidelines of the State Bank of Vietnam;

d) Financial obligations to the State; unsecured debts payable to creditors listed in the creditor list; secured debts not yet paid due to the value of the collateral being insufficient to cover the debt.

2. In cases where the value of the credit institution's assets remains after fully settling the debts specified in Clause 1 of this Article, the remaining portion shall belong to:

a) Members of the credit institution who are cooperatives;

b) Shareholders of the credit institution which is a single-member limited liability company;

c) Capital contributors of the credit institution which is a limited liability company with two or more members; shareholders of the credit institution which is a joint-stock company.

3. If the value of the assets is insufficient to settle the debts as specified in Clause 1 of this Article, entities belonging to the same priority level shall be settled according to the corresponding percentage of their debts.

Article 102. Return of Entrusted and Held Assets When a Credit Institution Is Declared Bankrupt and Its Assets Are Liquidated

Within ten working days from the date of receiving the decision declaring the credit institution bankrupt, the owner of assets entrusted to the credit institution, deposited with the credit institution for safekeeping, or managed by the credit institution through an entrustment, safekeeping, or management contract must present proof of ownership and related documents to the civil enforcement agency to reclaim their assets.

Article 103. Transactions of Credit Institutions During the Period of Special Supervision

Transactions conducted by credit institutions during the period when the State Bank of Vietnam implements special supervision measures or measures to restore payment capability under the supervision of the State Bank of Vietnam shall not apply the provisions on void transactions stipulated in Article 59 of this Law.

Article 104. Decision Declaring a Credit Institution Bankrupt

Within thirty days from the date the Administrator or business managing and liquidating assets completes the list of creditors, the list of debtors, and the inventory of assets of the credit institution, the People's Court shall issue a decision declaring the credit institution bankrupt. The Supreme People's Court shall provide guidance on the implementation of this provision.

Chapter IX DECLARATION OF BANKRUPTCY FOR ENTERPRISES AND COOPERATIVES

Article 105. Declaration of Bankruptcy for Enterprises and Cooperatives Through Simplified Procedures

1. The People's Court shall resolve bankruptcy through simplified procedures in the following cases:

a) Where the petitioner requests the initiation of bankruptcy proceedings pursuant to Clause 3 and Clause 4 of Article 5 of this Law, and the enterprise or cooperative lacks the ability to pay and does not have money or other assets to pay the bankruptcy fee or advance bankruptcy costs;

b) After accepting the petition for the initiation of bankruptcy proceedings, the enterprise or cooperative lacks the ability to pay and does not have assets to cover bankruptcy costs.

2. If the People's Court finds that the enterprise or cooperative falls within the cases stipulated in Clause 1 of this Article, the People's Court shall notify the participants in the bankruptcy proceedings about the court's resolution through simplified procedures.

3. Within thirty days from the date the People's Court notifies as stipulated in Clause 2 of this Article, the People's Court shall examine and declare the enterprise or cooperative bankrupt in the cases stipulated in Clause 1 of this Article, or continue to resolve through ordinary procedures and notify the participants in the bankruptcy proceedings.

4. If the People's Court issues a decision declaring the enterprise or cooperative bankrupt pursuant to point b of Clause 1 of this Article, the petitioner shall not be refunded the bankruptcy fee or advance bankruptcy costs already paid.

Article 106. Decision to Declare Bankruptcy When the Creditors' Meeting Does Not Convene

Within fifteen days from the date of receiving the report on the results of the creditors' meeting, the People's Court shall issue a decision to declare the enterprise or cooperative bankrupt in cases prescribed in Clause 3 of Article 80, Clause 4 of Article 83, and Clause 7 of Article 91 of this Law.

Article 107. Decision to Declare Enterprise or Cooperative Bankrupt After Creditors' Meeting Resolution

1. Within fifteen days from the date of receiving the resolution of the creditors' meeting requesting the declaration of bankruptcy as stipulated in Point c of Clause 1 of Article 83 of this Law, the People's Court shall consider and decide to declare the enterprise or cooperative bankrupt.

2. After the creditors' meeting passes a resolution with the content of applying for business recovery procedures but falls under one of the following situations, the People's Court shall issue a decision to declare the enterprise or cooperative bankrupt:

a) The enterprise or cooperative fails to develop a business recovery plan within the time limit prescribed in Clause 1 of Article 87 of this Law;

b) The creditors' meeting does not approve the business recovery plan of the enterprise or cooperative;

c) The enterprise or cooperative cannot implement the business recovery plan.

Article 108. Decision to Declare Enterprise or Cooperative Bankrupt

1. The decision to declare the enterprise or cooperative bankrupt must include the main contents as follows:

a) Date, month, year;

b) Name of the People's Court; name and surname of the Judge responsible for conducting the bankruptcy proceedings;

c) Name and address of the enterprise or cooperative declared bankrupt;

d) Basis for declaring bankruptcy;

đ) Cease operations of the bankrupt enterprise or cooperative; suspend transactions related to the enterprise or cooperative; cease interest calculation obligations of the enterprise or cooperative; resolve consequences of suspended transactions; declare void transactions and resolve consequences of void transactions; terminate labor contracts with employees and resolve employee benefits;

e) Terminate the authority of the representative of the enterprise or cooperative;

g) Liquidate assets and auction remaining assets of the enterprise or cooperative;

h) Plan for distribution of asset value before and after the declaration of bankruptcy of the enterprise or cooperative according to the order of asset distribution prescribed in Article 54 of this Law;

i) Transfer dispute resolution requests to the competent People's Court;

k) Prohibit assuming positions after the enterprise or cooperative is declared bankrupt as prescribed in Article 130 of this Law;

l) Resolve other issues as prescribed by law.

2. The decision to declare the enterprise or cooperative bankrupt takes effect from the date of issuance of the decision.

Article 109. Sending and Announcing the Decision to Declare Enterprise or Cooperative Bankrupt

1. Within ten working days from the date of issuing the decision to declare the enterprise or cooperative bankrupt, the People's Court must announce in accordance with Clause 1 of Article 43 of this Law; at the same time, send the record of the bankruptcy declaration to the Department of Justice where the People's Court is located in case the decision to declare the enterprise or cooperative bankrupt includes the content prohibiting individuals from assuming positions, establishing, or managing enterprises or cooperatives.

2. Within ten working days from the date of issuing the decision to declare the enterprise or cooperative bankrupt, the People's Court must send the decision to the agency registering business to remove the name of the enterprise or cooperative from the business registration book; in case the Supreme People's Court issues a decision to reconsider or respond to a request as prescribed in Article 113 of this Law, the deadline may be extended, but not exceeding fifteen days from the date the President of the Supreme People's Court issues the decision.

Article 110. Obligations concerning assets after a declaration of bankruptcy for enterprises or cooperatives

1. The decision declaring an enterprise or cooperative bankrupt as stipulated in Articles 105, 106, and 107 of this Law does not exempt the obligations concerning assets of private enterprise owners or general partners of a limited partnership towards creditors who have not been paid their debts, except in cases where the participants in the bankruptcy proceedings have agreed otherwise or where the law provides differently.

2. Obligations concerning assets arising after a declaration of bankruptcy for an enterprise or cooperative shall be resolved according to the provisions of the Civil Enforcement Law and other relevant laws.

Article 111. Requesting reconsideration, lodging an appeal against the decision declaring an enterprise or cooperative bankrupt

1. Those persons notified as provided for in Clause 1 of Article 109 of this Law have the right to request reconsideration, and the People's Procuracy at the same level has the right to lodge an appeal against the decision declaring an enterprise or cooperative bankrupt.

2. The time limit for requesting reconsideration or lodging an appeal is fifteen days from the date of receipt of the decision or a valid notification of the decision declaring an enterprise or cooperative bankrupt. Within three working days from the date of receipt of the request for reconsideration or appeal, the People's Court that issued the decision declaring an enterprise or cooperative bankrupt must send the bankruptcy case file along with the request or appeal to the higher-level People's Court for consideration and resolution.

Article 112. Resolution of requests for reconsideration and appeals against the decision declaring an enterprise or cooperative bankrupt

1. Immediately upon receiving the bankruptcy case file accompanied by the request or appeal, the higher-level People's Court designates a panel consisting of three judges to consider and resolve the request for reconsideration or appeal against the decision declaring an enterprise or cooperative bankrupt, and sends the bankruptcy case file to the People's Procuracy at the same level.

2. Within five working days from the date of receipt of the bankruptcy case file transferred by the People's Court, the People's Procuracy at the same level must return the file to the People's Court.

3. Within twenty days from the date of receipt of the bankruptcy case file accompanied by the request or appeal, the panel of judges must convene a session and issue one of the following decisions:

a) Not accepting the request for reconsideration or appeal and maintaining the decision declaring an enterprise or cooperative bankrupt;

b) Amending the decision declaring an enterprise or cooperative bankrupt;

c) Reversing the decision declaring an enterprise or cooperative bankrupt and transferring the file to the competent lower-level People's Court for re-resolution.

4. The session of the panel of judges shall have the participation of the People's Procuracy and a court clerk recording the minutes of the session; if necessary, the People's Court may summon the person making the request, or other related persons to participate in the session to present their opinions.

5. The decision resolving the request for reconsideration or appeal by the higher-level People's Court becomes legally binding from the date of issuance of the decision.

Article 113. Special Procedure for Considering Requests for Reconsideration and Suggestions

1. Within fifteen days from the date the higher-level People's Court issues a decision on the request for reconsideration or suggestion under Article 112 of this Law, if there is a new request for reconsideration from a participant in the bankruptcy proceedings, a suggestion from the Supreme People's Procuracy, or a suggestion from the People's Court, the President of the Supreme People's Court shall reconsider that decision when one of the following grounds exists:

a) There is a serious violation of the law on bankruptcy;

b) New circumstances are discovered that could fundamentally change the content of the decision declaring bankruptcy which the People's Court and the participants in the bankruptcy proceedings were unable to know at the time the People's Court issued the decision.

2. In cases where the grounds stipulated in Clause 1 of this Article exist, the Supreme People's Court shall require the People's Court that issued the decision on the request for reconsideration or suggestion under Article 112 of this Law to transfer the bankruptcy case file to the Supreme People's Court for consideration and resolution.

3. Within thirty days from the date of receipt of the request for reconsideration or suggestion, the President of the Supreme People's Court has the authority to issue one of the following decisions:

a) Not accepting the request for reconsideration or suggestion and maintaining the decision of the lower-level People's Court;

b) Reversing the decision declaring an enterprise or cooperative bankrupt of the lower-level People's Court, the decision resolving the request for reconsideration or suggestion of the higher-level People's Court, and transferring the bankruptcy case file to the lower-level People's Court for re-resolution.

4. The decision resolving the request for reconsideration or suggestion by the President of the Supreme People's Court is the final decision and becomes legally binding from the date of issuance of the decision.

Chapter X DISPOSITION OF ASSETS OF ENTERPRISES AND COOPERATIVES WITH DISPUTES

Article 114. Disposition of Property Disputes Before Bankruptcy Declaration Decision

1. During the process of resolving bankruptcy for enterprises and cooperatives, if disputes over assets arise before a decision declaring the enterprise or cooperative bankrupt is made, the People's Court handling the bankruptcy case must consider separating the disputed assets to resolve them through a separate lawsuit in accordance with civil procedure laws.

2. After the judgment or decision becomes effective from the People's Court resolving property disputes pursuant to Clause 1 of this Article, the People's Court handling the bankruptcy shall dispose of the assets as follows:

a) Prior to the bankruptcy declaration decision, assets obtained from the judgment or decision become part of the enterprise or cooperative's assets;

b) Following the bankruptcy declaration decision, assets obtained from the judgment or decision are distributed according to the previous bankruptcy declaration decision.

3. The separation of disputed assets into a separate lawsuit as stipulated in Clause 1 of this Article shall be notified in accordance with Clause 1 of Article 43 of this Law.

4. When an enterprise or cooperative is declared bankrupt, the Liquidator, the enterprise managing and liquidating assets, represents the enterprise or cooperative in resolving property disputes.

Article 115. Handling Cases of Property Disputes During Execution of Bankruptcy Declaration Decisions

1. During the implementation of asset liquidation according to the bankruptcy declaration decision for enterprises and cooperatives, if disputes arise or execution cannot be carried out, the Enforcement Officer, Liquidator, enterprise managing and liquidating assets, and participants in the bankruptcy proceedings shall request the People's Court that resolved the bankruptcy case to review.

2. Within ten working days from the date of receipt of the request from the Enforcement Officer, Liquidator, enterprise managing and liquidating assets, and participants in the bankruptcy proceedings, the People's Court must review and issue one of the following documents:

a) A document refusing to accept the request of the Enforcement Officer, Liquidator, enterprise managing and liquidating assets, and participants in the bankruptcy proceedings;

b) Transfer the request to the competent authority for consideration of lodging an appeal against the bankruptcy declaration decision of the enterprise or cooperative in accordance with the law.

3. If the Enforcement Officer, Liquidator, enterprise managing and liquidating assets, and participants in the bankruptcy proceedings disagree with the refusal document specified in Point a, Clause 2 of this Article, they have the right to request the competent authority to consider lodging an appeal against the bankruptcy declaration decision of the enterprise or cooperative in accordance with the law.

4. The Liquidator, enterprise managing and liquidating assets represents the enterprise or cooperative in resolving property disputes.

Chapter XI BANKRUPTCY PROCEDURES INVOLVING FOREIGN ELEMENTS

Article 116. Participants in Bankruptcy Proceedings Who Are Foreign Nationals

Participants in bankruptcy proceedings who are foreign nationals must comply with Vietnam’s bankruptcy laws.

Article 117. Judicial Commissioning of the People's Court of Vietnam to Competent Authorities of Foreign Countries

1. In the course of resolving bankruptcy cases involving foreign elements, the People's Court shall carry out judicial commissioning in accordance with mutual legal assistance treaties to which the Socialist Republic of Vietnam is a party or on the principle of reciprocity.

2. The procedures for judicial commissioning shall be carried out in accordance with civil procedure laws and laws on mutual legal assistance.

Article 118. Recognition and Enforcement of Foreign Court Bankruptcy Settlement Decisions

The recognition and enforcement of foreign court bankruptcy settlement decisions shall be carried out in accordance with the provisions of judicial assistance agreements to which the Socialist Republic of Vietnam is a party and other relevant laws.

Chapter XII ENFORCEMENT OF DECISIONS DECLARING BUSINESS ORGANIZATIONS AND COOPERATIVES BANKRUPT

Article 119. Authority for Enforcing Bankruptcy Declaration Decisions

The authority for enforcing bankruptcy declaration decisions shall be implemented in accordance with this Law, civil execution laws, and other relevant laws.

Article 120. Procedures for Enforcing Bankruptcy Declaration Decisions

1. Within five working days from the date of issuance of the bankruptcy declaration decision, the civil execution agency shall proactively issue an enforcement decision and assign an Enforcement Officer to enforce the bankruptcy declaration decision.

2. After receiving the assignment decision from the head of the civil execution agency, the Enforcement Officer shall perform the following tasks:

a) Open an account at a bank in the name of the authorized civil execution agency to deposit recovered funds from the bankrupt business organization or cooperative.

b) Supervise the Liquidator and the asset management and liquidation enterprise in carrying out asset liquidation.

c) Carry out compulsory measures to recover assets and deliver assets to the purchaser in the bankruptcy case in accordance with civil execution laws.

d) Upon receiving the report from the Liquidator and the asset management and liquidation enterprise on the results of asset liquidation, the Enforcement Officer shall implement the asset distribution plan according to the bankruptcy declaration decision.

Article 121. Requesting the Liquidator and Asset Management and Liquidation Enterprise to Organize Asset Liquidation

1. Within two working days from the date of receipt of the assignment decision from the head of the civil execution agency, the Enforcement Officer shall issue a document requesting the Liquidator and the asset management and liquidation enterprise to carry out asset liquidation.

2. The document requesting the Liquidator and the asset management and liquidation enterprise to organize asset liquidation shall include the following main contents:

a) Date, month, year;

b) Name of the Enforcement Officer making the request;

c) Name of the Liquidator and the asset management and liquidation enterprise carrying out the asset liquidation;

d) Name and address of the bankrupt business organization or cooperative;

đ) Specific methods of asset liquidation as stipulated in Articles 122, 123, and 124 of this Law.

3. The document requesting the Liquidator and the asset management and liquidation enterprise to carry out asset liquidation must be sent to the People's Court, the People's Procuracy, and participants in the bankruptcy procedure.

4. If the Liquidator and the asset management and liquidation enterprise fail to complete the asset liquidation within two years from the date of receipt of the Enforcement Officer's request as provided in Clause 2 of this Article, they must terminate the asset liquidation process and hand over all documents and assets of the bankrupt business organization or cooperative to the civil execution agency for handling and liquidation in accordance with the law.

Điều 122. Định giá tài sản

1. Trong thời hạn 10 ngày làm việc kể từ ngày ra quyết định tuyên bố phá sản, Quản tài viên, doanh nghiệp quản lý, thanh lý tài sản phải tổ chức định giá tài sản theo quy định của pháp luật. Khi ký hợp đồng dịch vụ với tổ chức thẩm định giá thì Quản tài viên, doanh nghiệp quản lý, thanh lý tài sản không được ký hợp đồng thẩm định giá với cá nhân, tổ chức mà mình có quyền, lợi ích liên quan.

2. Trường hợp tài sản thanh lý có nguy cơ bị phá hủy hoặc bị giảm đáng kể về giá trị thì Quản tài viên, doanh nghiệp quản lý, thanh lý tài sản xác định giá trị tài sản và thanh lý theo quy định của pháp luật.

Điều 123. Định giá lại tài sản

1. Việc định giá lại tài sản được thực hiện khi có vi phạm nghiêm trọng quy định tại Điều 122 của Luật này dẫn đến sai lệch kết quả định giá tài sản.

2. Thẩm phán quyết định định giá lại đối với trường hợp bán tài sản theo quy định tại khoản 3 Điều 23 của Luật này. Chấp hành viên quyết định định giá lại đối với trường hợp thanh lý tài sản.

Điều 124. Bán tài sản

1. Tài sản được bán theo các hình thức sau:

a) Bán đấu giá;

b) Bán không qua thủ tục đấu giá.

2. Việc bán đấu giá đối với tài sản là động sản có giá trị từ trên 10.000.000 đồng và bất động sản được thực hiện theo quy định của pháp luật về bán đấu giá tài sản.

Quản tài viên, doanh nghiệp quản lý, thanh lý tài sản có quyền thoả thuận với tổ chức bán đấu giá trong thời hạn không quá 05 ngày làm việc kể từ ngày định giá. Quản tài viên, doanh nghiệp quản lý, thanh lý tài sản ký hợp đồng dịch vụ bán đấu giá tài sản với tổ chức bán đấu giá.

Trường hợp Quản tài viên, doanh nghiệp quản lý, thanh lý tài sản không thoả thuận được thì Chấp hành viên lựa chọn tổ chức bán đấu giá để ký hợp đồng dịch vụ bán đấu giá tài sản.

Việc ký hợp đồng dịch vụ bán đấu giá tài sản được tiến hành trong thời hạn 10 ngày kể từ ngày thẩm định giá.

Việc bán đấu giá đối với động sản phải được thực hiện trong thời hạn là 30 ngày, đối với bất động sản là 45 ngày kể từ ngày ký hợp đồng dịch vụ bán đấu giá tài sản.

3. Quản tài viên, doanh nghiệp quản lý, thanh lý tài sản bán đấu giá tài sản thanh lý trong các trường hợp sau:

a) Tại tỉnh, thành phố trực thuộc trung ương nơi có tài sản chưa có tổ chức bán đấu giá hoặc có nhưng tổ chức bán đấu giá từ chối ký hợp đồng dịch vụ bán đấu giá tài sản;

b) Động sản có giá trị từ 2.000.000 đồng đến 10.000.000 đồng.

Việc bán đấu giá đối với động sản phải được thực hiện trong thời hạn là 30 ngày, đối với bất động sản là 45 ngày kể từ ngày định giá hoặc từ ngày nhận được văn bản của tổ chức bán đấu giá từ chối bán đấu giá.

4. Quản tài viên, doanh nghiệp quản lý, thanh lý tài sản bán không qua thủ tục bán đấu giá đối với tài sản có giá trị dưới 2.000.000 đồng hoặc tài sản quy định tại khoản 2 Điều 122 của Luật này.

Việc bán tài sản phải được thực hiện trong thời hạn không quá 05 ngày làm việc kể từ ngày ban hành quyết định thi hành quyết định tuyên bố phá sản hoặc quyết định bán tài sản.

5. Thủ tục bán đấu giá được thực hiện theo quy định của pháp luật về bán đấu giá tài sản.

Điều 125. Thu hồi lại tài sản trong trường hợp có vi phạm

1. Quản tài viên, doanh nghiệp quản lý, thanh lý tài sản, Chấp hành viên đề nghị Tòa án nhân dân ra quyết định thu hồi lại tài sản của doanh nghiệp, hợp tác xã do thực hiện giao dịch dân sự vô hiệu theo quy định tại Điều 59 của Luật này. Việc thu hồi tài sản được thực hiện theo quy định của pháp luật về thi hành án dân sự.

2. Trường hợp có tranh chấp về thu hồi lại tài sản hay phần chênh lệch giá trị tài sản của doanh nghiệp, hợp tác xã thì được xử lý theo quy định tại Điều 115 của Luật này.

Điều 126. Đình chỉ thi hành quyết định tuyên bố phá sản

Thủ trưởng cơ quan thi hành án dân sự quyết định đình chỉ thi hành quyết định tuyên bố phá sản trong các trường hợp sau:

1. Doanh nghiệp, hợp tác xã bị tuyên bố phá sản không có tài sản để thanh lý, phân chia;

2. Hoàn thành việc phân chia tài sản của doanh nghiệp, hợp tác xã bị tuyên bố phá sản;

3. Thủ trưởng cơ quan thi hành án dân sự báo cáo Tòa án nhân dân đã giải quyết phá sản và thông báo cho cá nhân, cơ quan, tổ chức có liên quan về việc đình chỉ thi hành quyết định tuyên bố phá sản.

Điều 127. Xử lý tài sản của doanh nghiệp, hợp tác xã phát sinh sau khi quyết định tuyên bố doanh nghiệp, hợp tác xã phá sản

1. Sau khi quyết định tuyên bố doanh nghiệp, hợp tác xã phá sản mà phát hiện giao dịch dân sự vô hiệu theo quy định tại Điều 59 của Luật này thì Quản tài viên, doanh nghiệp quản lý, thanh lý tài sản có quyền yêu cầu Tòa án nhân dân tuyên bố giao dịch vô hiệu, xử lý hậu quả của giao dịch vô hiệu và phân chia tài sản của doanh nghiệp, hợp tác xã theo quy định tại Điều 54 của Luật này.

2. Sau khi quyết định tuyên bố doanh nghiệp, hợp tác xã phá sản mà phát hiện tài sản của doanh nghiệp, hợp tác xã chưa chia thì Tòa án nhân dân đã tuyên bố phá sản xem xét và quyết định phân chia tài sản theo quy định tại Điều 54 của Luật này.

3. Cơ quan thi hành án dân sự tổ chức thực hiện quyết định phân chia tài sản theo quy định tại khoản 2 Điều này.

Điều 128. Giải quyết khiếu nại việc thi hành Quyết định tuyên bố doanh nghiệp, hợp tác xã phá sản

Việc khiếu nại, giải quyết khiếu nại về việc thi hành quyết định tuyên bố doanh nghiệp, hợp tác xã phá sản được thực hiện theo pháp luật về thi hành án dân sự.

Chương XIII XỬ LÝ VI PHẠM

Điều 129. Trách nhiệm do vi phạm pháp luật về phá sản

1. Cá nhân, cơ quan, tổ chức có hành vi vi phạm pháp luật trong quá trình giải quyết vụ việc phá sản thì tuỳ theo tính chất, mức độ vi phạm mà bị xử lý kỷ luật, xử phạt hành chính hoặc bị truy cứu trách nhiệm hình sự; nếu gây thiệt hại thì phải bồi thường theo quy định của pháp luật.

2. Quản tài viên, doanh nghiệp quản lý, thanh lý tài sản có hành vi vi phạm pháp luật trong quá trình giải quyết vụ việc phá sản thì tuỳ theo tính chất, mức độ vi phạm mà bị xử phạt hành chính; nếu gây thiệt hại thì phải bồi thường theo quy định của pháp luật. Trường hợp Quản tài viên, cá nhân của doanh nghiệp quản lý, thanh lý tài sản vi phạm pháp luật hình sự thì có thể bị truy cứu trách nhiệm hình sự theo quy định của pháp luật.

Điều 130. Cấm đảm nhiệm chức vụ sau khi doanh nghiệp, hợp tác xã bị tuyên bố phá sản

1. Người giữ chức vụ Chủ tịch, Tổng giám đốc, Giám đốc, thành viên Hội đồng quản trị của doanh nghiệp 100% vốn nhà nước bị tuyên bố phá sản không được đảm đương các chức vụ đó ở bất kỳ doanh nghiệp nhà nước nào kể từ ngày doanh nghiệp 100% vốn nhà nước bị tuyên bố phá sản.

2. Người đại diện phần vốn góp của Nhà nước ở doanh nghiệp có vốn nhà nước mà doanh nghiệp đó bị tuyên bố phá sản không được đảm đương các chức vụ quản lý ở bất kỳ doanh nghiệp nào có vốn của Nhà nước.

3. Người giữ chức vụ quản lý của doanh nghiệp, hợp tác xã bị tuyên bố phá sản mà cố ý vi phạm quy định tại khoản 1 Điều 18, khoản 5 Điều 28, khoản 1 Điều 48 của Luật này thì Thẩm phán xem xét, quyết định về việc không được quyền thành lập doanh nghiệp, hợp tác xã, làm người quản lý doanh nghiệp, hợp tác xã trong thời hạn 03 năm kể từ ngày Tòa án nhân dân có quyết định tuyên bố phá sản.

4. Quy định tại các khoản 1, 2 và 3 Điều này không áp dụng trong trường hợp doanh nghiệp, hợp tác xã phá sản với lý do bất khả kháng.

Chương XIV ĐIỀU KHOẢN THI HÀNH

Điều 131. Điều khoản chuyển tiếp

1. Kể từ ngày Luật này có hiệu lực, tài sản của doanh nghiệp, hợp tác xã được phát hiện sau khi có quyết định tuyên bố phá sản theo Luật Phá sản số 21/2004/QH11 thì xử lý theo quy định tại Điều 127 của Luật này.

2. Đối với quyết định tuyên bố phá sản được ban hành theo quy định của Luật Phá sản số 21/2004/QH11 trước ngày Luật này có hiệu lực mà có khiếu nại, kháng nghị, đến ngày Luật này có hiệu lực chưa được giải quyết thì giải quyết theo thủ tục quy định tại khoản 2 Điều 111, Điều 112 và Điều 113 của Luật này.

3. Đối với yêu cầu mở thủ tục phá sản đã được Tòa án nhân dân thụ lý trước ngày Luật này có hiệu lực mà chưa ra quyết định tuyên bố doanh nghiệp, hợp tác xã phá sản thì áp dụng quy định của Luật này để tiếp tục giải quyết.

4. Chính phủ, Tòa án nhân dân tối cao, Viện kiểm sát nhân dân tối cao hướng dẫn thi hành Điều này.

Điều 132. Hiệu lực thi hành

1. Luật này có hiệu lực thi hành kể từ ngày 01 tháng 01 năm 2015.

2. Luật Phá sản số 21/2004/QH11 hết hiệu lực kể từ ngày Luật này có hiệu lực.

Điều 133. Quy định chi tiết và hướng dẫn thi hành

Chính phủ, Tòa án nhân dân tối cao, Viện kiểm sát nhân dân tối cao quy định chi tiết và hướng dẫn thi hành các điều, khoản được giao trong Luật.

Luật này đã được Quốc hội nước Cộng hòa xã hội chủ nghĩa Việt Nam khóa XIII, kỳ họp thứ 7 thông qua ngày 19 tháng 6 năm 2014./.