Decree No. 89/2024/ND-CP on the conversion of state-owned enterprises established and operating under the Law on State-Owned Enterprises into limited liability companies with one member operating in accordance with the Enterprise Law.

The proposal for converting a state-owned enterprise into a limited liability company with one member is detailed in the document, including information on the authority issuing the decision, the name of the company before and after conversion, total capital or registered capital, branch/representative office/business location (if any), new owner, financial accounting method, fiscal year, expected number of employees, operation according to BOT/BTO/BT/BOO, BLT, BTL, O&M projects, and information about the chief accountant/accounting supervisor. The document also mentions the enterprise's commitment regarding the legality and honesty of the notification content.

文号89/2024/NĐ-CP
文件类型Decree
发布机关Ministry of Finance
签署人Lê Minh Khái — Phó Thủ tướng Chính phủ
更新13/06/2026
领域Uncategorized
发布日期16/07/2024
生效日期01/09/2024
失效日期
状态In effect
✦ 智能摘要

The proposal for converting a state-owned enterprise into a limited liability company with one member is detailed in the document, including information on the authority issuing the decision, the name of the company before and after conversion, total capital or registered capital, branch/representative office/business location (if any), new owner, financial accounting method, fiscal year, expected number of employees, operation according to BOT/BTO/BT/BOO, BLT, BTL, O&M projects, and information about the chief accountant/accounting supervisor. The document also mentions the enterprise's commitment regarding the legality and honesty of the notification content.

适用范围

A state-owned enterprise or a subsidiary that has not yet been converted wishes to convert into a limited liability company with one member.

要点

  • Detailed information on the authority issuing the decision
  • Name and total capital of the company before and after conversion
  • Branch/representative office/business location (if any)
  • New owner and financial accounting method
  • Fiscal year, expected number of employees
  • Operation according to BOT/BTO/BT/BOO, BLT, BTL, O&M projects
  • Information about the chief accountant/accounting supervisor

🌐 本文件的社会影响

  • Ensuring the legality and honesty of the information during the company conversion process.
  • Commitment to comply with legal regulations during the company conversion process.

❓ 常见问题

What is the name of the authority issuing the conversion decision?

[1] Name of the agency, organization, or state official issuing the Decision.

What is the name of the company after conversion?

[11] Record the name of the limited liability company with one member after conversion.

Does the company have branches/representative offices/business locations?

[10] Only declare this if the state-owned enterprise/subsidiary has branches/representative offices/business locations.

Who is the new owner of the company after conversion?

[18] - In the case of converting a state-owned enterprise into a limited liability company with one member where the State holds 100% of the registered capital, it shall be recorded as follows: "Name of owner: State (name of the State representative agency)". The information declared at this point is the information of the State representative agency.

全文

THE GOVERNMENT

SOCIALIST REPUBLIC OF VIET NAM
Independence - Freedom - Happiness

Number: 89/2024/NĐ-CP

Hanoi, July 16, 2024

DECREE

Von the conversion of state-owned enterprises established and operating under the Law on State-Owned Enterprises into limited liability companies organized and operating under the Law on Enterprises

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

based on the Enterprise Law dated 17 the 6 Pursuant to Decree No. 32/2019/NĐ-CP dated April 10, 2019 of the Government on assigning tasks, procurement or tendering for the supply of products and services using state budget from regular operating expenses;20;

based on the Law on Management and Use of State Capital for Investment in Production and Business at Enterprises dated December 26, 2013; based on the Law on Tax Administration dated June 13, 2019 11 year 2014;

Pursuant to the Law on Tax Administration dated June 13, 2019;

Pursuant to the proposal of the Minister of Planning and Investment;

The Government issues this Decree von the conversion of state-owned enterprises established and operating under the Law on State-Owned Enterprises into limited liability companies organized and operating under the Law on Enterprises.

PART I

GENERAL PROVISIONS

Article 1. Scope of Regulation

This Decree stipulates the dossier, procedures, and formalities for converting enterprises established and operating under the Law on State-Owned Enterprises 1995 and the Law on State-Owned Enterprises 2003 (hereinafter referred to as the Law on State-Owned Enterprises) into limited liability companies organized and operating under the Law on Enterprises.

Article 2. Applicability

1. Enterprises established and operating under the provisions of the Law on State-Owned Enterprises that have not yet been converted into limited liability companies include:

a) Enterprises decided to be established or managed by ministries, ministerial-level agencies, government agencies, provincial people's committees, or centrally governed city people's committees (hereinafter referred to as state-owned enterprises);

b) Enterprises decided to be established or managed by a wholly state-owned limited liability company (hereinafter referred to as unconverted subsidiaries).

2. Organizations and individuals entrusted with the rights and responsibilities of the owner at the enterprise specified in point a and point b of Clause 1 of this Article include:

a) The agency representing the owner as prescribed in the Law on Management and Use of State Capital for Investment in Production and Business at Enterprises;

b) A wholly state-owned limited liability company having unconverted subsidiaries (hereinafter referred to as the parent company).

3. Organizations and individuals related to the conversion of the enterprise as prescribed in this Decree.

Article 3. Principles of Implementation of Conversion

1. Principle of Succession of Rights and Obligations:

a) The limited liability company succeeds all legitimate rights and interests of the state-owned enterprise or unconverted subsidiary; it may use all assets, labor, and land area managed by the enterprise being converted for production and business activities in accordance with the law;

b) The limited liability company is responsible for the obligations of the state-owned enterprise or unconverted subsidiary including: unpaid debts, labor contracts, obligations in land management and use according to the law on land, other obligations and responsibilities;

c) Branches, representative offices, and business locations of the limited liability company succeed all rights and obligations of the branches, representative offices, and business locations of the state-owned enterprise or unconverted subsidiary.

2. Principle of Declaration and Registration of Enterprises:

a) The enterprise has the obligation to declare the enterprise registration dossier in accordance with the information approved by the competent authority in the Decision on the conversion of state-owned enterprises or unconverted subsidiaries into limited liability companies (hereinafter referred to as the Conversion Decision). The authority deciding the conversion is responsible for the information approved in the Conversion Decision.

For information not included in the Conversion Decision, the enterprise is responsible for the legality, truthfulness, and accuracy of the information declared by the enterprise itself.

b) The enterprise is not required to affix its seal on the application for enterprise registration. Sealing of other documents in the enterprise registration dossier shall be carried out in accordance with relevant laws;

c) The person authorized to sign the enterprise registration dossier is the legal representative of the enterprise as prescribed in the Conversion Decision;

d) Delegation to carry out enterprise registration procedures shall be implemented in accordance with the Decree on Enterprise Registration.

3. Principle of Application of Procedures for Enterprise Registration:

a) The business registration agency is responsible for the validity of the enterprise registration dossier and does not bear responsibility for any violations of the law by the enterprise occurring before and after registration;

b) The business registration agency does not resolve internal disputes within the enterprise, between members of the enterprise, or between the enterprise and other organizations or individuals.

Chapter II

CONVERSION OF STATE-OWNED ENTERPRISES INTO WHOLLY STATE-OWNED LIMITED LIABILITY COMPANIES

Article 4. Authority to Decide on Conversion

The representative body of the owner decides to convert state-owned enterprises established by itself or entrusted to manage into a single-member limited liability company owned 100% by the State.

Article 5. Procedures and Formalities for Conversion

1. The state-owned enterprise shall develop a conversion proposal in accordance with the contents stipulated in point a, Clause 2, Article 7 of this Decree; the articles of association of the single-member limited liability company owned 100% by the State shall be submitted to the representative body of the owner for review.

2. Based on the proposal of the state-owned enterprise, the representative body of the owner shall issue a Decision on Conversion (in the format prescribed in Appendix I attached to this Decree).

3. After the representative body of the owner issues the Decision on Conversion, the state-owned enterprise shall submit the registration dossier for conversion in accordance with Article 6 of this Decree to the Provincial Business Registration Agency where the company's headquarters is located.

4. Within three working days from the date of receiving the dossier, the Business Registration Agency shall be responsible for examining the validity of the business registration dossier and issuing a Certificate of Enterprise Registration to the enterprise, updating information in the National Database on Enterprise Registration. In case the dossier is not valid, the Business Registration Agency shall notify in writing the necessary amendments and supplements to the state-owned enterprise. If the issuance of the Certificate of Enterprise Registration is refused, it must be notified in writing to the state-owned enterprise with clear reasons.

Article 6. Dossier for Registration of Conversion

The dossier for registration of conversion includes the following documents:

1. Application for Enterprise Registration (in the format prescribed in Appendix II attached to this Decree).

2. Decision on Conversion.

3. Articles of Association of the single-member limited liability company owned 100% by the State as prescribed in the Law on Enterprises.

4. Copies of the following documents:

a) Legal documents of the individual who is the legal representative of the single-member limited liability company as specified in the Decision on Conversion;

b) Legal documents of the individual assigned to perform the rights and responsibilities of the state owner at the enterprise as specified in the Decision on Conversion;

c) Certificate of Business Registration or other documents having equivalent legal value; tax registration certificate of the state-owned enterprise.

Article 7. Responsibilities of the Representative Body of the Owner, State-Owned Enterprise, and Single-Member Limited Liability Company Owned 100% by the State

1. The representative body of the owner shall be responsible for:

a) Issuing the Decision on Conversion, including:

Information about the legal representative of the single-member limited liability company based on the proposal of the state-owned enterprise in the conversion proposal. In case the legal representative at the time of conversion has reached retirement age, died, disappeared, is being pursued for criminal responsibility, is under arrest, is serving a criminal sentence, is serving an administrative sanction at a compulsory drug rehabilitation facility, a compulsory education facility, or has fled their place of residence, is restricted or deprived of civil capacity, has difficulty in understanding and controlling behavior, is prohibited by the court from assuming certain positions, practicing certain professions, or performing certain tasks, the representative body of the owner shall designate a legal representative (hereinafter referred to as the legal representative designated by the representative body of the owner) to carry out the procedures for registering the conversion of the enterprise in accordance with this Decree;

Personal information of individuals assigned to perform the rights and responsibilities of the state owner at the enterprise;

List and information of branches, representative offices, and business locations of the state-owned enterprise that need to be re-registered (if any);

Inventory of assets and financial report of the state-owned enterprise in the conversion proposal stipulated in point a, Clause 2, Article 7 of this Decree. The inventory of assets and financial report approved by the representative body of the owner serve as the basis for the single-member limited liability company owned 100% by the State to implement the principle of succession of rights and obligations as stipulated in point a and point b, Clause 1, Article 3 of this Decree.

b) Approving the articles of association of the single-member limited liability company owned 100% by the State as stipulated in Clause 3, Article 6 of this Decree;

c) Guiding and supervising the state-owned enterprise to organize the implementation of the conversion;

d) Completing management positions and directly appointed representatives of the single-member limited liability company owned 100% by the State within six months from the date the Business Registration Agency issues the Certificate of Enterprise Registration to the enterprise;

đ) Exercising the rights and fulfilling the obligations of the representative body of the owner at the single-member limited liability company owned 100% by the State as prescribed;

e) Reviewing and implementing restructuring, ownership conversion, and transfer of ownership representation rights at the single-member limited liability company owned 100% by the State based on the inheritance of policies already approved by competent authorities. In cases where the policy has not been approved or needs to be changed, the representative body of the owner shall require the single-member limited liability company owned 100% by the State to review and propose restructuring plans, ownership conversion, and transfer of ownership representation rights for reporting purposes.

2. The state-owned enterprise shall be responsible for:

a) Developing the conversion proposal and the articles of association of the single-member limited liability company owned 100% by the State for approval by the representative body of the owner. The conversion proposal shall include the following contents:

Legal basis, objectives, and necessity of converting the enterprise;

Name of the enterprise, in which the naming of the enterprise shall comply with the provisions of the Law on Enterprises;

Management model of the enterprise;

Headquarters location of the enterprise, construction site of production and business facilities and land area used; branches, representative offices (if any);

Information about the legal representative. In cases where the legal representative at the time of conversion has reached retirement age, died, disappeared, is being pursued for criminal responsibility, is under arrest, is serving a prison sentence, is serving an administrative compulsory measure at a drug rehabilitation facility or a compulsory education facility, has fled their place of residence, is restricted or lacks civil capacity, has difficulty in recognizing and controlling their actions, or has been prohibited by the court from holding certain positions, practicing certain professions, or performing certain tasks, report and propose to the agency representing the owner to consider and designate a new legal representative for the enterprise; 

Business sectors and industries; list of products and services provided by the enterprise; 

The registered charter capital recorded on the business registration certificate or other equivalent legal documents closest to the time of drafting the conversion proposal; 

Review, inventory, classify, determine types of capital, assets, debts, labor currently managed by the company, and the area of land under its management, as well as the situation of investment and capital contribution by the company in other enterprises, to complete the Property Inventory Report and Financial Statement of the company at the time of drafting the conversion proposal. The Property Inventory Report and Financial Statement of the company are valid within twelve months from the date the enterprise prepares them until the date the agency representing the owner approves the Decision on Conversion. 

b) Draft the Articles of Association of a state-owned single-member limited liability company with 100% state-owned charter capital in accordance with the provisions of the Enterprise Law, specifying in detail the rights and obligations of the legal representative designated by the agency representing the owner to carry out the procedures for registering the enterprise conversion as stipulated in this Decree. 

c) Complete the registration application for conversion, register the enterprise, publish the enterprise registration content, pay registration fees and charges according to the provisions of the Enterprise Law, the Decree on Enterprise Registration, and this Decree. 

3. A state-owned single-member limited liability company with 100% state-owned charter capital shall be responsible: 

a) To succeed all rights and obligations of the state-owned company in accordance with the principles set forth in Clause 1, Article 3 of this Decree, including the succession of assets listed in the Property Inventory Report and the Financial Statement approved by the agency representing the owner in the Decision on Conversion; 

b) To perform the rights and obligations of the enterprise in accordance with the law. 

Chapter III

TRANSFORMATION OF SUBSIDIARIES THAT HAVE NOT BEEN CONVERTED INTO SINGLE-MEMBER LIMITED LIABILITY COMPANIES

Article 8. Authority to decide on transformation

The Board of Members or the Chairman of the parent company decides to transform subsidiaries that have not yet been converted, which were established or entrusted to manage by itself, into single-member limited liability companies. If the subsidiary that has not yet been converted is a credit organization, the Board of Members or the Chairman of the parent company decides on the transformation after obtaining approval from the State Bank of Vietnam. 

Article 9. Procedures and formalities for transformation

1. Subsidiaries that have not yet been converted draft the Transformation Proposal in accordance with the contents specified in Point a, Clause 2, Article 11 of this Decree; the Articles of Association of the single-member limited liability company are submitted to the Board of Members or the Chairman of the parent company for consideration and proposal to transform into a single-member limited liability company. 

2. Based on the proposal of the subsidiary that has not yet been converted, the Board of Members or the Chairman of the parent company issues the Decision on Transformation (in the format prescribed in Appendix I attached to this Decree). 

3. After the Board of Members or the Chairman of the parent company issues the Decision on Transformation, the subsidiary that has not yet been converted submits the registration application for transformation as stipulated in Article 10 of this Decree to the Business Registration Agency of the province where the company's headquarters is located. 

4. Within three working days from the date of receiving the application, the Business Registration Agency is responsible for examining the validity of the enterprise registration application and issuing the Enterprise Registration Certificate to update the information in the National Database on Enterprise Registration. If the application is incomplete, the Business Registration Agency is responsible for notifying in writing the necessary amendments and supplements to the subsidiary that has not yet been converted. If the issuance of the Enterprise Registration Certificate is refused, it must notify in writing the subsidiary that has not yet been converted and specify the reasons.

Article 10. Documents for registration of conversion

The dossier for registration of conversion includes the following documents:

1. Application for Enterprise Registration (in the format prescribed in Appendix II attached to this Decree).

2. Decision on Conversion.

3. The charter of a limited liability company with one member as prescribed in the Enterprise Law.

4. Copies of the following documents:

a) Legal documents of the individual who is the legal representative of the single-member limited liability company as specified in the Decision on Conversion;

b) Legal documents of individuals regarding the representative of the parent company's capital at the limited liability company with one member as prescribed in the Conversion Decision;

c) Business registration certificate or other documents of equivalent legal value; tax registration certificate of the subsidiary that has not yet converted.

Article 11. Responsibilities of the parent company, the subsidiary that has not yet converted, and the limited liability company with one member

1. The Board of Members or the Chairman of the parent company shall be responsible for:

a) Issuing the Conversion Decision, which includes:

Information on the legal representative of the limited liability company with one member based on the proposal of the subsidiary that has not yet converted in the Conversion Plan. In case the legal representative at the time of conversion reaches retirement age, dies, goes missing, is under criminal investigation, is detained, is serving a prison sentence, is serving administrative measures at compulsory drug rehabilitation centers or compulsory educational centers, has fled from their place of residence, is restricted or lacks civil capacity, has difficulty in understanding and controlling their actions, is prohibited by the court from holding certain positions, practicing certain professions, or performing certain tasks, the Board of Members or the Chairman of the parent company shall appoint the legal representative of the enterprise (hereinafter referred to as the legal representative appointed by the parent company) to carry out the registration procedures for converting the business as prescribed in this Decree;

Information on the representative of the parent company's capital at the limited liability company with one member authorized in writing by the parent company to exercise the rights and responsibilities of the parent company towards its invested capital in the limited liability company;

List of branches, representative offices, and business locations of the subsidiary that needs to re-register (if applicable);

Inventory list and financial report of the subsidiary that has not yet converted as prescribed in point a, clause 2 of this Article. The inventory list and financial report approved by the Board of Members or the Chairman of the parent company serve as the basis for the limited liability company with one member to implement the principle of succession of rights and obligations as prescribed in point a, point b, clause 1 of Article 3 of this Decree;

In case the subsidiary that has not yet converted is a credit organization, the Board of Members or the Chairman of the parent company shall report to the State Bank of Vietnam for examination and approval of the conversion of the credit organization before issuing the Conversion Decision;

b) Approving the charter of the limited liability company with one member as prescribed in clause 3 of Article 10 of this Decree;

c) Guiding and supervising the subsidiary that has not yet converted to organize the implementation of the conversion;

d) Completing the management position of the limited liability company with one member within six months from the date the Business Registration Agency issues the Business Registration Certificate to the enterprise;

đ) Exercising the rights and fulfilling the obligations of the owner at the limited liability company with one member held 100% by the parent company according to regulations;

e) Reviewing and implementing the restructuring, ownership transfer at the limited liability company with one member held 100% by the parent company based on the inheritance of policies and plans already approved by competent authorities. In cases where the policy or plan has not been approved or must be changed, the Board of Members or the Chairman of the parent company must submit to the competent authority for review, amendment, and supplementation of the approved policy or plan to have a basis for restructuring and ownership transfer for the limited liability company with one member held 100% by the parent company.

2. The subsidiary that has not yet converted shall be responsible for:

a) Building the Conversion Plan and the charter of the limited liability company with one member to be submitted to the Board of Members or the Chairman of the parent company for approval;

The Conversion Plan includes the following contents:

Legal basis, objectives, and necessity of converting the enterprise;

Name of the enterprise, wherein the naming of the enterprise is carried out according to the provisions of the Enterprise Law; - Management model of the enterprise;

Headquarters location of the enterprise, construction site of production and business facilities and land area used; branches, representative offices (if any);

Information about the legal representative. In case the legal representative at the time of conversion reaches retirement age, dies, goes missing, is under criminal investigation, is detained, is serving a prison sentence, is serving administrative measures at compulsory drug rehabilitation centers or compulsory educational centers, has fled from their place of residence, is restricted or lacks civil capacity, has difficulty in understanding and controlling their actions, is prohibited by the court from holding certain positions, practicing certain professions, or performing certain tasks, then report and propose to the Board of Members or the Chairman of the parent company for consideration and appointment of the legal representative of the enterprise;

Business sectors and industries; product and service catalog provided by the enterprise;

Registered charter capital recorded on the business registration certificate or other documents of equivalent legal value closest to the time of building the Conversion Plan;

Review, inventory, classify, determine types of capital, assets, debts, labor currently managed by the company, and the area of land under its management, as well as the situation of investment and capital contribution by the company in other enterprises, to complete the Property Inventory Report and Financial Statement of the company at the time of drafting the conversion proposal. The Property Inventory Report and Financial Statement of the company are valid within twelve months from the date the enterprise prepares them until the date the agency representing the owner approves the Decision on Conversion. 

b) Building the charter of the limited liability company with one member, in which it specifically defines the rights and obligations of the legal representative appointed by the Board of Members or the Chairman of the parent company to carry out the registration procedures for converting the business as prescribed in this Decree.

c) Complete the registration application for conversion, register the enterprise, publish the enterprise registration content, pay registration fees and charges according to the provisions of the Enterprise Law, the Decree on Enterprise Registration, and this Decree. 

3. The limited liability company with one member shall be responsible for:

a) Successor all rights and obligations of the subsidiary that has not yet converted according to the principles prescribed in clause 1 of Article 3 of this Decree, including the successor of assets listed in the inventory and financial report approved by the Board of Members or the Chairman of the parent company in the Conversion Decision;

b) To perform the rights and obligations of the enterprise in accordance with the law. 

Chapter IV

RE-REGISTRATION OF BRANCHES, REPRESENTATIVE OFFICES, AND BUSINESS LOCATIONS OF STATE ENTERPRISES AND SUBSIDIARIES THAT HAVE NOT YET CONVERTED

Article 12. Procedure and formalities for re-registration

1. In cases where state-owned enterprises, unconverted subsidiaries with branches, representative offices, business locations, and single-member limited liability companies after conversion have the responsibility to re-register their branches, representative offices, and business locations in accordance with this Decree.

2. Within fifteen days from the date of issuance of the Enterprise Registration Certificate, the single-member limited liability company shall submit the re-registration dossier for its branches, representative offices, and business locations as stipulated in Article 13 of this Decree to the Provincial Business Registration Authority where the branches, representative offices, and business locations are located.

3. Within three working days from the date of receiving the dossier, the Business Registration Authority shall be responsible for examining the validity of the dossier and issuing the Certificate of Branch Operation Registration, Representative Office Registration, updating information about business locations in the National Enterprise Registration Database. If the enterprise requests, the Business Registration Authority shall issue the Business Location Registration Certificate to the enterprise. In case of refusal to issue the Certificate of Branch Operation Registration, Representative Office Registration, the Business Registration Authority shall notify the enterprise in writing and specify the reasons.

Article 13. Dossier for Re-registration

The re-registration dossier includes the following documents:

1. Notification of re-registration of branches, representative offices, and business locations signed by the legal representative of the single-member limited liability company (according to the model prescribed in Appendix IV issued together with this Decree).

2. Decision on conversion, including information about the branches, representative offices, and business locations to be re-registered according to this Decree (according to the model prescribed in Appendix I issued together with this Decree).

3. Copies of the following documents:

a) Legal documents of the head of branches, representative offices, and business locations of the single-member limited liability company;

b) Certificate of Branch Operation Registration, Representative Office Registration, Business Location Registration of state-owned enterprises, unconverted subsidiaries or other documents of equivalent legal value.

In case the content of branch operation registration, representative office registration, business location registration has already been recorded on the business registration certificate of state-owned enterprises, unconverted subsidiaries or other documents of equivalent legal value, the enterprise shall submit the business registration certificate of state-owned enterprises, unconverted subsidiaries or other documents of equivalent legal value instead of this type of document;

c) Tax registration certificate of branches, representative offices of state-owned enterprises, unconverted subsidiaries.

Chapter V

Article 30. IMPLEMENTATION AND ORGANIZATION OF IMPLEMENTATION

Article 14. Effective Date

This Decree takes effect from August 1, 2024. Government Decree No. 25/2010/NĐ-CP dated March 19, 2010 on the conversion of state-owned enterprises into single-member limited liability companies and the organization of management of single-member limited liability companies owned by the State shall cease to be effective from the date this Decree comes into force.

Article 15. Responsibility for Implementation

1. The agency representing the owner, the Board of Members or the Chairman of the parent company shall be responsible for urging, guiding, and supervising state-owned enterprises, unconverted subsidiaries to complete the conversion into single-member limited liability companies within two years from the date this Decree takes effect. In case the conversion is not completed within the specified time, the head of the agency representing the owner, the Chairman of the Board of Members or the Chairman of the parent company shall be responsible for reporting and explaining the objective and subjective reasons, sending them to the Ministry of Planning and Investment for consolidation and reporting.

2. The Ministry of Planning and Investment shall be responsible for monitoring and supervising the implementation of this Decree.

3. Ministers, Heads of Ministries equivalent to Ministries, Heads of agencies under the Government, Chairmen of People's Committees of provinces and centrally-run cities, Board of Members or Chairmen of parent companies which are single-member limited liability companies held 100% by the State shall be responsible for implementing this Decree.

Place of Receipt:
- Central Party Committee Secretariat;
- Prime Minister, Deputy Prime Ministers;
- Ministries, ministerial-level agencies, agencies under the Government;
- Provincial People's Councils and People's Committees under central jurisdiction;
- Central Party Office and Party Committees;
- General Secretary's Office;
- President's Office;
- Ethnic Council and Committees of the National Assembly;
- National Assembly's Office;
- Supreme People's Court;
- Supreme People's Procuracy;
- State Audit Agency;
- National Financial Supervisory Commission;
- Social Policy Bank;
- Vietnam Development Bank;
- Vietnam Fatherland Front Central Committee;
- Central agencies of mass organizations;
- VPCP: BTCN, all PCN, Assistant PM, Director General of the Official Portal, all Departments, Bureaus, subordinate units, Gazette;
- To be filed: VT, DMND (2b). Q

PRIME MINISTER

DEPUTY PRIME MINISTER

DEPUTY PRIME MINISTER

(Signed) 

Lê Minh Khái

Appendix I

(The attached Decree number: 89 /2024/ND-CP dated July 16, 2024 of the Government ;)

 

NAME OF THE ORGANIZATION[1]

SOCIALIST REPUBLIC OF VIET NAM

Independence - Freedom - Happiness

No.: .../QĐ-...[2]

.........[3]on ..... month ... year ...

 

Pursuant to …;

Conversion[4] …. into a single-member limited liability company organized and operated in accordance with the Law on Enterprises

AUTHORITY TO ISSUE[5]

based on the Enterprise Law dated 17 the 6 Pursuant to Decree No. 32/2019/NĐ-CP dated April 10, 2019 of the Government on assigning tasks, procurement or tendering for the supply of products and services using state budget from regular operating expenses;20;

based on the Law on Management and Use of State Capital for Investment in Production and Business at Enterprises dated December 26, 2013; technical      at the enterprise on June 26 11 year 2014;

Based on Government Decree No. .../202.../NĐ-CP dated ... month ... year ... providing for the conversion of state-owned enterprises established and operating under the Law on State-Owned Enterprises into single-member limited liability companies organized and operated in accordance with the Law on Enterprises;

At the proposal of[6]……………………………………………………………...........

DECISION:

Article 1. Conversion ...[7] into a single-member limited liability company organized and operated in accordance with the Law on Enterprises with specific information as follows:

1. Company name in Vietnamese (written in capital letters):…………………

    Company name in foreign language (if there is): ......................................

    Abbreviation of the company name (if there is):.......................................................................

3. Legal representative's name: …

3. Charter capital[8]:................................................................................................

4. Agency representing the owner/parent company:…

Address of headquarters: …

5. Full name of the legal representative: …Gender: …

Date of birth: …./…./…….Ethnicity: ……… Citizenship: …

Position: …

Type of individual legal document:

Identity Card

Citizen Identity Card

Position, Workplace (if applicable)

Other (specify):………….

Number of individual legal document:   …

Date of issue: …./…./….Issuing authority: …Expiry date (if there is): …/…/…......

Permanent address: …

6. Information of individuals assigned to perform the rights and responsibilities of state ownership representatives at the enterprise/legal representative of the parent company's share [9] (declared according to Appendix III issued together with this Decree): Attached.

7. Industry and business activities (write the name and code according to the fourth-level industry in the Vietnam Economic Classification System):

Serial number

Industry name

Industry code

Main industry and business activities (mark X to select one among the declared industries and business activities)

 

 

 

 

Article 2[10]. Single-member limited liability company…[11]has the responsibility to re-register the branches, representative offices, and business locations of the company…[12]Information on branch/representative office/business location after re-registration:

1.1. Name of branch/representative office/business location in Vietnamese (written in capital letters): ....................................................................................

1.2. Address of branch/representative office/business location: …

1.3. Head of branch/representative office/business location:

Full name of head (written in capital letters): … Gender: …

Date of birth: …./…./…….Ethnicity: ……… Citizenship: …

Position: …

Type of individual legal document:

Identity Card

Citizen Identity Card

Position, Workplace (if applicable)

Other (specify):………….

Number of individual legal document:   …

Date of issue: …./…./….Issuing authority: …Expiry date (if there is): …/…/…......

Permanent address: …

1.4. Business industry/activities:

a) Business industry (for branch and business location):

Serial number

Industry name

Industry code

Main industry and business activities (mark X to select one among the declared industries and business activities)

 

 

 

 

b) Activities content (for representative office): ………………………...

2.1. Name of branch/representative office/business location in Vietnamese (written in capital letters)[13]: ....................................................................................

2.2. Address of branch/representative office/business location: …

2.3. Head of branch/representative office/business location:

Full name of head (written in capital letters): … Gender: …

Date of birth: …./…./…….Ethnicity: ……… Citizenship: …

Position: …

Type of individual legal document:

Identity Card

Citizen Identity Card

Position, Workplace (if applicable)

Other (specify):………….

Number of individual legal document:   …

Date of issue: …./…./….Issuing authority: …Expiry date (if there is): …/…/…......

Permanent address: …

2.4. Business industry/activities:

a) Business industry (for branch and business location):

Serial number

Industry name

Industry code

Main industry and business activities (mark X to select one among the declared industries and business activities)

 

 

 

 

b) Activities content (for representative office): ………………………...

Article 3. Approve the Inventory List and Financial Report of the company…[14] as set out in the Conversion Plan of the Company …issued together with this Decision.

Article 4. Single-member limited liability company…[15] and branch/representative office/business location of the company - Column (7): Land area in land allocation decisions, lease decisions, or documents of the competent authority or actual land area managed and used (applicable to assets that are buildings and land). shall be responsible for succeeding all legitimate rights and interests, and shall be liable for the obligations of the company…[16] and branch/representative office/business location of the company[17] - Column (7): Land area in land allocation decisions, lease decisions, or documents of the competent authority or actual land area managed and used (applicable to assets that are buildings and land).including assets listed in the Inventory List and Financial Report referred to in Article 3 of this Decision.

Article 5. This Decision takes effect from the date of signature.

The single-member limited liability company …and related individuals and organizations shall be responsible for implementing this Decision./.

 

Place of Receipt:

- As per Article 5;

- …………...;

- To be filed: VT…;

POSITION OF SIGNATORY

(Signature of authorized person,

seal/digital signature of the authority/organization)

 

 

 

 

Full Name


Seal Registration Certificate

(The attached Decree number: 89 /2024/ND-CP dated July 16, 2024 of the Government ;)

 


SOCIALIST REPUBLIC OF VIET NAM

Independence - Freedom - Happiness

______________________________________

……, day ……month …… year ……

 

APPLICATION FOR BUSINESS REGISTRATION

SINGLE-MEMBER LIMITED LIABILITY COMPANY

 

Respectfully submitted to: Provincial/City Business Registration Office ………

 

I am (write full name in capital letters): ................................... …………...

 

Registering a single-member limited liability company where I am the legal representative with the following contents:

 

 

 

1. Establishment status (Mark X in the appropriate box):

 

 

 

Established based on the conversion from a state-owned enterprise established and operating under the State Enterprise Law

 

Established based on the conversion from a subsidiary not yet converted established and operating under the State Enterprise Law

2. Company name:

Company name in Vietnamese (written in capital letters): .........................

Company name in foreign language (if there is): ...................................

Abbreviation of company name (if there is): ................................................................

3. Main office address:

House number, alley, lane, street/ward/village/hamlet: …

Commune/Ward/Town: …

District/County/City under province: …

Province/City: …

Telephone: …Fax (if there is): ...................

Email (if there is): …Website (if there is): ............

- The enterprise is located in (Mark X in the corresponding square if the enterprise registers its main office address within an industrial park/export processing zone/economic zone/high-tech park):

Industrial park

 

 

 

Export processing zone

 

 

 

Economic zone

 

 

 

High-tech zone

 

 

 

 

4. Business industry (write the name and code according to the fourth-level industry in the Vietnam Economic Classification System):

Serial number

Industry name

Industry code

Main industry and business activities (mark X to select one among the declared industries and business activities)

 

 

 

 

5. Owner:

Name of owner (written in capital letters)[18]: ................................................

Business registration code/Tax code/Decision establishment number: …

Date of issue: …/…/…Issuing authority: …

Main office address:

House number, alley, lane, street/ward/village/hamlet: …

Commune/Ward/Town: …

District/County/City under province: …

Province/City: …

Country: …

Telephone (if there is): …Fax (if there is): ...................

Email (if there is): …Website (if there is): ............

6. Corporate structure:

Board of Members, General Director or Managing Director

 

Chairman of the company, General Director or Managing Director

 

7. Registered capital:                

Registered capital (in figures; VND): ................................................................

Registered capital (in words; VND):...............................................................

8. Sources of registered capital:

Type of source

Amount (in figures; VND and

equivalent value in unit

foreign currency, if any)

Proportion (%)

State budget capital

 

 

Private capital

 

 

Foreign capital

 

 

Other capital[19]:……………….

 

100

Total

 

 

9. Contributed assets:

Serial number

Contributed assets

Value of each asset in the registered capital (in figures, VND)

Proportion (%)

1

Vietnamese Dong

 

 

2

Convertible foreign currency (specify type of foreign currency, amount contributed in each type of foreign currency)

 

 

3

Yellow

 

 

4

Right to use land

 

 

5

Intellectual property rights

 

 

6

Other assets (specify type of asset, quantity and remaining value of each type of asset, may be listed separately in a schedule attached to the business registration dossier)

 

 

(thousand dong/year)

 

 

10. Legal representative:

Full name (written in capital letters): …Gender: …

Position: …

Date of birth: …/…/…Ethnicity: …Nationality: …

Type of individual legal document:

Identity Card

Citizen Identity Card

Position, Workplace (if applicable)

Other (specify):…………

Number of individual legal document:   …

Date of issue: …./…./….Issuing authority: …Expiry date (if there is): …/…/…

Permanent address:

House number, alley, lane, street/ward/village/hamlet: …

Commune/Ward/Town: …

District/County/City under province: …

Province/City: …

Country: …

Contact address: …

House number, alley, lane, street/ward/village/hamlet: …

Commune/Ward/Town: …

District/County/City under province: …

Province/City: …

Country: …

Telephone (if there is): …Email (if there is): ................................

11. Tax registration information:

Serial number

Tax registration information indicators

10.1

Information about General Director/Managing Director (if there is):

Full name of General Director/Managing Director: …

Phone: …

10.2

Information about Chief Accountant/Accounting Officer (if there is):

Full name of Chief Accountant/Accounting Officer: …

Phone: …

10.3

Address for receiving tax notifications (only fill in if the address for receiving tax notifications is different from the main office address):

House number, alley, lane, street/ward/village/hamlet:…

Commune/Ward/Town: …

District/County/City under province: …

Province/City: …

Telephone (if there is): …Fax (if there is): ……………..……

Email (if there is): …………………………………………………………

10.4

Accounting form (Mark X in one of the two boxes “Independent accounting” or “Dependent accounting”. In case the box “Independent accounting” is selected and the entity falls under the category required to prepare and submit consolidated financial statements to the competent authority according to regulations, then mark X in the additional box “Has consolidated financial statements”):

Independent accounting

 

 

Has consolidated financial statements

Dependent accounting

 

 

 

 

10.5

Fiscal year:

Effective from …../…..to …../…..[20]

(specify start and end date of the fiscal year)

10.6

Total number of employees (anticipated): ……………………………………………

 

10.7

Operating under BOT/BTO/BT/BOO, BLT, BTL, O&M projects:

3. Commitment to comply with declared quality standards.

Primary market:

 

12. Information about the converted company:

Name of company (written in capital letters): …………………………………………

Tax code: ...

Business registration certificate number/establishment decision/document having equivalent legal effect (only fill in if there is no tax code): …Date of issue …/…/…… Issuing authority: …

If the business registration dossier is complete, we request the Office to publish the business registration content on the National Portal for Business Registration.

I commit:

- Being a person fully entitled to and obligated to carry out business registration procedures in accordance with the law and the Company's Articles of Association;

- The main office of the company is legally owned/used by the company and is being used for the intended purpose as prescribed by law;

- Shall be responsible before the law for the legality, accuracy, and truthfulness of the business registration content./.

 

 

 

LEGAL REPRESENTATIVE

OF THE ENTERPRISE

(Signature and full name)[21]

 

 

 

 

 

ANNEX III

(The attached Decree number: 89 /2024/ND-CP dated July 16, 2024 of the Government ;)

 


LIST OF INDIVIDUALS ASSIGNED TO PERFORM THE RIGHTS AND RESPONSIBILITIES OF STATE OWNERSHIP REPRESENTATIVE OR PART CAPITAL REPRESENTATIVE OF PARENT COMPANY IN ENTERPRISE

STATE OWNERSHIP REPRESENTATIVE OR PART CAPITAL REPRESENTATIVE OF PARENT COMPANY AT ENTERPRISE[22]

 

Serial number

Ownership representative agency/parent company

Name of individual assigned to perform the rights and responsibilities of state ownership representative at the enterprise or part capital representative of parent company

Relationship to Head of Household

Gender

Nationality

Ethnicity

Contact address

Legal document number, date of issue, issuing authority of individual

Authorized capital

Signature of the individual entrusted to exercise the rights and responsibilities of the state owner's representative at the enterprise or the representative of the parent company's capital[23]

Remarks

Total value of the capital represented (in figures; VND and equivalent value in foreign currency units, if applicable)

Percentage (%)

Date of representation of the capital portion

1

2

3

4

5

6

7

8

9

10

11

12

13

14

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

……, day……month……year……

LEGAL REPRESENTATIVE OF THE ENTERPRISE[24]

 

                               

 

REGULATIONS ON THE CERTIFICATE DESIGN FOR OUTSTANDING RURAL INDUSTRIAL PRODUCTS

(The attached Decree number: 89 /2024/ND-CP dated July 16, 2024 of the Government ;)

 

NAME OF ENTERPRISE[25]

 


No.: …

SOCIALIST REPUBLIC OF VIET NAM

Independence - Freedom - Happiness

_________________________________________

……, day…… month…… year ……

 

NOTICE

Regarding the re-registration of branch/representative office/business location

___________

 

Respectfully submitted to: Business Registration Office of Province/City …

 

Name of the enterprise (written in capital letters): ..............................................

Enterprise code/Tax code: …

 

Re-registering branch/representative office/Notifying establishment of business location with the following contents:

1. Name of branch/representative office/business location:

Name of branch/representative office/business location in Vietnamese (written in capital letters): ........................................................................................................

Name of branch/representative office/business location in foreign language (if there is): ………..................................................................................................

Abbreviated name of branch/representative office/business location (if there is): ........................................................................................................................

2. Address of branch/representative office/business location:

House number, alley, lane, street/ward/village/hamlet: …

Commune/Ward/Town: …

District/County/City under province: …

Province/City: …

Telephone (if there is): …Fax (if there is): ...................

Email (if there is): …Website (if there is): ............

- Branch/Representative office/Business location located within (Mark X in the corresponding box if the enterprise registers the address of the branch/representative office/business location within industrial park/export processing zone/economic zone/high-tech zone):

Industrial park

 

 

 

Export processing zone

 

 

 

Economic zone

 

 

 

High-tech zone

 

 

 

 

3. Business industry and activities:

a) Business industry (only declare for branch, business location):

Serial number

Industry name

Industry code

Main industry and business activities (mark X to select one among the declared industries and business activities)

 

 

 

 

b) Activities content (only declare for representative office): ............

4. Head of branch/representative office/business location:

Full name (written in capital letters): …Gender: …

Date of birth: …/…/…Ethnicity: …Nationality: …

Type of individual legal document:

 

Identity Card

Citizen Identity Card

Position, Workplace (if applicable)

Other (specify):…………

Number of individual legal document:   …

Date of issue: …./…./….Issuing authority: …Expiry date (if there is): …/…/…

Permanent address:

House number, alley, lane, street/ward/village/hamlet: …

Commune/Ward/Town: …

District/County/City under province: …

Province/City: …

Country: …

Contact address:

House number, alley, lane, street/ward/village/hamlet: …

Commune/Ward/Town: …

District/County/City under province: …

Province/City: …

Country: …

Telephone (if available): … Email (if available): …

5. Managing branch (only declare for the case of re-registering business location under branch):

Name of branch: …

Address of branch: …

Branch code/Branch tax code: …

Certificate of registration number for branch activity (in case there is no branch code/branch tax code): … Date of issue …/…/… Issuing authority: ………

6. Request for issuance of Business Location Registration Certificate (only declare for the case of re-registering business location, the enterprise marks X in one of the two boxes below):

   Business Location Registration Certificate records information of all business locations

   Business Location Registration Certificate records information of each individual business location

7. Tax registration information:

 

Serial number

Tax registration information indicators

1

Information about Chief Accountant/Accounting Officer (if there is):

Full name of Chief Accountant/Accounting Officer: …

Phone: …

2

Address for receiving tax notifications (only declare if the address for receiving tax notifications is different from the branch/representative office/business location address):

House number/street/town/village/hamlet: …

Commune/Ward/Town: …

District/County/City under province: …

Province/City: …

Telephone (if there is): …Fax (if there is): ………………..…….

Email (if there is): ……………………………………………………..……

3

Accounting form (Mark X in one of the two boxes “Independent accounting” or “Dependent accounting”. In case the box “Independent accounting” is selected and the entity falls under the category required to prepare and submit consolidated financial statements to the competent authority according to regulations, then mark X in the additional box “Has consolidated financial statements”):

Independent accounting

 

 

Has consolidated financial statements

Dependent accounting

 

 

 

4

Fiscal year:

Effective from …/…to …/…[26]

(specify start and end date of the fiscal year)

5

Total number of employees (anticipated): …………………………………

6

Operating under BOT/BTO/BT/BOO, BLT, BTL, O&M projects:

3. Commitment to comply with declared quality standards.

Primary market:

7

VAT calculation method (choose one of four methods):

 

Deduction

 

 

Direct on VAT

 

 

Direct on turnover

 

 

Not subject to VAT

 

 

8. Information of branch/representative office/business location               of state-owned company/subsidiary not yet converted

Name of branch/representative office/business location (written in uppercase letters               ): ........................................................................................................................

Tax code: ...

Certificate of registration for branch/representative office/business location activity or other legal equivalent document (only declare if there is no tax code):…Date of issue …/…/…… Issuing authority: …

The enterprise commits:

- The headquarters of the branch/representative office/business location is under the lawful ownership/right of lawful use of the enterprise and is used for the purpose prescribed by law;

- Fully responsible before the law for the legality, accuracy, and truthfulness of the contents of this Notification.

The person signing this Notification commits to be the person authorized and obligated to perform the enterprise registration procedures according to the law and the Company Charter./.

 

 

EMPLOYEES LEGAL REPRESENTATIVE OF THE ENTERPRISE

(Sign and write full name)[27]

 



[1] Name of state agency, organization or government position issuing the Decision.

[2] Abbreviation of the state agency, organization or government position issuing the Decision.

[3] Place name.

[4] Name of state-owned company/subsidiary not yet converted.

[5] If the decision-making authority belongs to the head of the agency or organization, record the position of the head. If the decision-making authority belongs to a leadership collective or agency, record the name of the collective or the name of the agency.

[6] Name of state-owned company or subsidiary not yet converted.

[7] For subsidiaries, the name of the parent company must be clearly stated (for example: Company A is a subsidiary of Company AB).

[8] Record according to the total capital or registered capital recorded on the business registration certificate or other legally equivalent documents closest to the time of drafting the conversion plan.

[9] The state owner's representative agency entrusts an individual to exercise the rights and responsibilities of the state owner's representative at the enterprise/parent company appoints a representative of the enterprise's capital to declare in Appendix III issued together with this Decree.

[10] Only declare this provision when the state-owned company/subsidiary not yet converted has a branch/representative office/business location.

[11] Record the name of the limited liability company with one member after conversion.

[12] Record the name of the state-owned company/subsidiary not yet converted.

[13] Only declare if there is more than one branch and in cases where there are more branches, declare similarly to this section.

[14] Record the name of the state-owned company/subsidiary not yet converted.

[15] Record the name of the limited liability company with one member after conversion (for example: Limited Liability Company ABC owned by the State with 100% of the registered capital or Limited Liability Company ABC).

[16] Record the name of the state-owned company/subsidiary not yet converted.

[17] If there are more than one branch, list the specific name of each branch.

[18] - In the case of converting a state-owned company into a limited liability company with one member owned by the State with 100% of the registered capital, it should be recorded as follows: "Owner: State (name of the state owner's representative agency)". The information declared in this section is the information of the state owner's representative agency.

  - In the case of converting a subsidiary not yet converted into a limited liability company with one member, the owner's name is the name of the parent company.

[19] In this section, enterprises shall record "State Capital" if the company is converted from a state-owned enterprise, or "Capital of Parent Company" if the company is converted from a subsidiary that has not been converted.

[20] - For fiscal years following the Gregorian calendar, record from January 1 to December 31.

- For fiscal years following a financial year other than the Gregorian calendar, record the start date of the fiscal year as the first day of the quarter and the end date of the fiscal year as the last day of the quarter.

- The total time from the start date to the end date of the fiscal year must be at least 12 months or four consecutive quarters.

[21] The legal representative of the enterprise mentioned in the Conversion Decision shall sign directly on this section.

[22] Enterprises shall declare the individual assigned to perform the rights and responsibilities of the State's owner representative at the enterprise when the company's owner is the State, or declare the representative of the parent company's capital when the company's owner is the parent company.

[23] The person whose information is declared shall sign on this section.

[24] The legal representative of the enterprise mentioned in the Conversion Decision shall sign directly on this section.

[25] Name of the limited liability company with one member after conversion.

[26] For fiscal years following the Gregorian calendar, record from January 1 to December 31. For fiscal years following a financial year other than the Gregorian calendar, record the start date of the fiscal year as the first day of the quarter and the end date of the fiscal year as the last day of the quarter; the total time from the start date to the end date of the fiscal year must be at least 12 months or four consecutive quarters.

[27] The legal representative of the enterprise mentioned in the Conversion Decision shall sign directly on this section.

 

 

 

 

 

 

 

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