Decree No. 172/2013/ND-CP dated November 13, 2013 of the Government on the establishment, reorganization, dissolution of state-owned single-member limited liability companies and single-member limited liability companies which are subsidiaries of state-owned single-member limited liability companies

DECREE

ON THE ESTABLISHMENT, REORGANIZATION, DISSOLUTION OF STATE-OWNED SINGLE-MEMBER LIMITED LIABILITY COMPANIES AND SINGLE-MEMBER LIMITED LIABILITY COMPANIES WHICH ARE SUBSIDIARIES OF STATE-OWNED SINGLE-MEMBER LIMITED LIABILITY COMPANIES

Pursuant to the Law on Government Organization dated 25 December 2001;

Pursuant to the Law on Enterprises dated November 29, 2005;

At the proposal of the Minister of Planning and Investment,

The Government hereby promulgates the Decree on the establishment, reorganization, dissolution of State-owned single-member limited liability companies and single-member limited liability companies which are subsidiaries of State-owned single-member limited liability companies,

Chapter 1.

GENERAL PROVISIONS

Article 1. Scope of regulation

This Decree stipulates conditions, order, and procedures for the establishment, reorganization, dissolution of State-owned single-member limited liability companies, and single-member limited liability companies which are subsidiaries of State-owned single-member limited liability companies (hereinafter referred to as single-member limited liability companies).

Article 2. Subjects of application

This Decree applies to:

1. State-owned single-member limited liability companies.

2. Single-member limited liability companies which are subsidiaries of State-owned single-member limited liability companies.

3. Organizations and individuals involved in the establishment, reorganization, and dissolution of State-owned single-member limited liability companies specified in Clauses 1 and 2 of this Article.

Article 3. Application of relevant laws

In case there is a difference between this Decree and other legal regulations on State-owned economic groups and State-owned corporations, such regulations on State-owned economic groups and State-owned corporations shall prevail.

Chapter 2.

ESTABLISHMENT OF SINGLE-MEMBER LIMITED LIABILITY COMPANIES

Article 4. Conditions for the establishment of single-member limited liability companies

A single-member limited liability company shall be considered to be established only when fully satisfying the following conditions:

1. Belonging to the sectors, fields, and areas to be considered for the establishment of single-member limited liability companies as prescribed in Article 5 of this Decree.

2. Having sufficient charter capital as prescribed in Article 6 of this Decree.

3. Having valid dossiers as prescribed in Article 7 of this Decree and being approved by the Prime Minister.

4. The establishment of a single-member limited liability company must be compliant with master plans and strategies for the development of economic sectors, fields, and regions.

Article 5. Sectors, fields, and areas to be considered for the establishment of single-member limited liability companies

1. A single-member limited liability company shall be considered to be established in the following sectors, fields, and areas:

a) Sectors, fields, and areas directly serving national defense and security according to the Government s regulations;

b) Transmission of the national electric power system; multi-purpose hydroelectric power plants, nuclear power plants of special importance in socio-economic conditions associated with national defense and security;

c) Management and exploitation of the national railway and urban railway infrastructure system; airports; national general seaports and international gateways;

d) Flight management and administration; national and urban rail transport administration;

dd) Maritime assurance;

e) Provision of public postal services;

g) Publication (excluding printing and issuing publications);

h) Money printing and minting;

i) Management and exploitation of the inter-provincial and inter-district irrigation structure and agricultural hydraulic work system, sea reclamation embankment;

k) Sea and island logistics;

l) Management and maintenance of dikes, flood diversion, and natural disaster prevention;

m) Planting and protection of watershed forests, protective forests, special-use forests;

n) Sectors, fields, and areas serving the stability and socio-economic development strategy of the country in each period or other sectors, fields, and areas as prescribed by the Prime Minister.

2. A single-member limited liability company shall be considered to establish a subsidiary as a single-member limited liability company to develop and hold business know-how and technology directly serving the performance of duties and main business lines of the parent company.

Article 6. The charter capital of a single-member limited liability company when being established

1. A single-member limited liability company must have a charter capital of not less than VND 100 billion when being established.

2. In cases of conducting business lines that require legal capital, in addition to conditions specified in Clause 1 of this Article, the single-member limited liability company s charter capital must not be lower than the legal capital prescribed for such business lines.

3. For a single-member limited liability company conducting business in some specific sectors, fields, or areas and providing public products and services, its charter capital may lower than the charter capital prescribed in Clause 1 of this Article, if it is approved by the Prime Minister.

Article 7. Dossiers of request for establishing single-member limited liability companies

1. A dossier of request for establishing a single-member limited liability company which is submitted to a person deciding to establish comprises:

a) A written request for establishing a single-member limited liability company;

b) A scheme on establishing a single-member limited liability company as prescribed in Clause 2 of this Article;

b) A Draft Charter of the single-member limited liability company as prescribed in Clause 3 of this Article.

2. A Scheme on establishing a single-member limited liability company shall include the following contents:

a) Legal basis, the necessity of establishing a company;

b) Name, the model of company management and organization, and the term of operation;

c) Location of the company s head office, location of the construction of production and business facilities and area of used land; branches, representative offices of the company;

d) Tasks assigned by the State; business lines; the List of products and services provided by the company;

dd) Assessment of the socio-economic efficiency and conformity of such establishment with the master plans and strategies for the development of economic sectors, fields, and regions;

e) The market situation, market needs and prospects for each type of product or service provided by the company; technology expected to be applied in production and business activities; production, business, and investment development plans for 5 years after the establishment;

g) Estimated total investment capital; sources and forms of mobilizing the remaining capital other than the State’s initial investment capital; the plans on repayment of mobilized capital; the needs and measures to create working capital for the company;

h) The capability of supplying labor, raw materials, materials and energy, technology, and other necessary conditions for the company to operate after its establishment.

3. The Draft Charter of a single-member limited liability company includes principal contents as follows:

a) The name, address, and head office of the company; legal form, a legal entity of the company; branches and representative offices (if any);

b) Targets; tasks assigned by the State and business lines;

c) The charter capital, method of adjusting the charter capital;

d) The at-law representative of the company;

dd) Rights and obligations of the company owner;

e) Rights and obligations of the company;

g) The organizational and management structure of the company;

h) Rights and obligations of the Chairperson and members’ of the Members’ Council or the President of the company, supervisors, the General Director and other managerial titles of the company;

i) Mechanism of financial operations, principles of using profits and settling losses in the company s business; bases and methods of determining remuneration, salary, and bonuses for managers and supervisors;

k) Cases of reorganization, dissolution, ownership transfer and procedures for dissolution and procedures for liquidation of company assets;

h) Procedures for adoption of the company decisions; principles for the settlement of internal disputes;

m) Procedures for revision of the company Charter;

n) Other regulations decided by agencies and organizations assigned to perform the company owner s rights and obligations, provided that they are not contrary to law.

4. In case the establishment of a single-member limited liability company is associated with the formation of an investment project, investment procedures shall comply with the law on investment.

5. In case of establishing a single-member limited liability company of a ministry, ministerial-level agency or government-attached agency (hereinafter referred to as the ministry), provincial-level People s Committee; a single-member limited liability company which is a subsidiary of another single-member limited liability company, a dossier to be submitted to the Prime Minister for consideration and approval includes: A written request for establishing a single-member limited liability company and a Scheme on establishing a single-member limited liability company.

Article 8. Persons proposing for the establishment of single-member limited liability companies

Ministers, heads of ministerial-level agencies and government-attached agencies (hereinafter referred to as Ministers), Chairpersons of People s Committees of provinces and centrally run cities (hereinafter referred to as Chairpersons of provincial-level People s Committees), Members’ Council or President of State-owned single-member limited liability companies (in case of the established subsidiaries are single-member limited liability companies) shall propose for establishing single-member limited liability companies.

Article 9. Competence to decide on establishing single-member limited liability companies

1. The Prime Minister shall decide on establishing single-member limited liability companies that are State-owned economic groups and State Capital and Investment Corporation.

2. The ministers and Chairpersons of the provincial-level People s Committees shall decide on the establishment of single-member limited liability companies other than those specified in Clauses 1 and 3 of this Article.

3. The Members’ Council or the company president shall decide on the establishment of subsidiaries that are single-member limited liability companies.

Article 10. Appraisal of dossiers of request for the establishment of single-member limited liability companies

1. Appraisal of dossiers of request for the establishment of a single-member limited liability company means the inspection and assessment on the conformity of the establishment of a single-member limited liability company with legal regulations, master plans, and strategies on developing sectors, fields, and economic areas, serving as a basis for the competent persons to consider and decide.

A person proposing for the establishment of a single-member limited liability company shall be responsible for the accuracy of the contents and data provided in the dossier of request for establishing a single-member limited liability company.

2. Agencies participating in giving comments on dossiers of request for the establishment of single-member limited liability companies include:

a) The Ministry of Planning and Investment;

b) The Ministry of Finance;

c) The Ministry of Labor, War Invalids and Social Affairs;

d) The Ministry of Home Affairs;

dd) Line ministry;

e) Provincial-level People s Committees of places where the single-member limited liability companies’ head offices expected to be located;

g) In case of necessity, agencies in charge of appraising dossiers of request for the establishment of single-member limited liability companies shall be entitled to request other related agencies and organizations to give comments on such dossiers.

3. Agencies in charge of appraising dossiers of request for the establishment of single-member limited liability companies and agencies participating in giving comments shall be responsible for the appraisal results and their comments.

Article 11. Procedures for setting-up single-member limited liability companies that are established under the Prime Minister’s decisions

1. The line ministry shall prepare 05 sets of original dossiers of requesting for establishing a single-member limited liability company in accordance with Clause 1, Article 7 of this Decree, and send them to the Ministry of Planning and Investment for appraisal.

2. After receiving the sufficient dossier of requesting for establishing a single-member limited liability company, the Ministry of Planning and Investment shall assume the prime responsibility for consulting the Ministry of Finance, the Ministry of Labor, War Invalids and Social Affairs, and the Ministry of Home Affairs, the People s Committee of the province where a single-member limited liability company intends to be headquartered and other relevant agencies or organizations (if necessary).

Within 15 working days, from the date of receiving the dossier of requesting for establishing a single-member limited liability company, relevant agencies shall send written comments on contents within the scope of their functions and tasks to the Ministry of Planning and Investment to synthesize and prepare the appraisal report.

3. Within 10 working days, from the date of receiving comments from relevant agencies, the Ministry of Planning and Investment shall submit the Prime Minister the reports on appraising dossiers of requesting for establishment of single-member limited liability companies, at the same time, send them to the line ministry to receive appraisal comments.

In case such comments on the dossier s main contents are different, the Ministry of Planning and Investment shall hold a meeting with relevant agencies before submitting the appraisal report to the Prime Minister; such period may be extended for no more than 10 working days.

4. The line ministry shall explain the receiving the Ministry of Planning and Investment s appraisal comments, complete the dossier, and submit to the Prime Minister for consideration and decision.

Article 12. Procedures for setting-up single-member limited liability companies that are established under Ministries or provincial-level People s Committees’ decisions

1. The ministry or provincial-level People s Committee shall prepare 05 sets of original dossiers of requesting for establishing a single-member limited liability company as prescribed in Clause 5, Article 7 of this Decree, and assume the prime responsibility for consulting the Ministry of Planning and Investment, the Ministry of Finance, the Ministry of Labor, War Invalids and Social Affairs, and line ministries (in case such single-member limited liability company is established under the provincial-level People s Committee’s decision), or the People s Committee of the province where a single-member limited liability company intends to be headquartered (in case such single-member limited liability company is established under the line ministry’s decision).

2. Within 10 working days, from the date of receiving the dossier of requesting for establishing a single-member limited liability company, relevant agencies shall send written comments on contents within the scope of their functions and tasks to the ministry and provincial-level People s Committee.

3. Within 10 working days, from the date of receiving comments from relevant agencies, the Ministry, the provincial-level People s Committee shall prepare the appraisal report, explain the receiving comments from relevant agencies, complete the dossier of requesting for establishment of a single-member limited liability company and submit to the Prime Minister for consideration and approval.

4. In case the Scheme on establishing a single-member limited liability company is approved by the Prime Minister, the Minister or provincial-level People’s Committee shall issue a decision on establishing a single-member limited liability company within 30 working days, from the date on which the Scheme is approved.

Article 13.Procedures for setting-up single-member limited liability companies that are established under the Members’ Council or company president’s decisions

1. For the case of establishing a single-member limited liability company which is a subsidiary of a single-member limited liability company established under the Prime Minister s decision:

a) The parent company shall prepare 05 sets of original dossiers of requesting for establishing a subsidiary that is a single-member limited liability company in accordance with Clause 5, Article 7 of this Decree and send them to the line ministry for the appraisal;

b) After receiving the sufficient dossier of request for establishing a subsidiary that is a single-member limited liability company, the line ministry shall assume the prime responsibility for consulting the Ministry of Planning and Investment, the Ministry of Finance, the Ministry of Labor, War Invalids, and Social Affairs, and the Ministry of Home Affairs.

Within 10 working days, from the date of receiving the dossier, relevant agencies shall send written comments on contents within the scope of their functions and tasks to the line ministry;

Within 10 working days, from the date of receiving comments from relevant agencies, the line ministry shall prepare the appraisal report, explain the receiving comments from relevant agencies, complete the dossier of requesting for establishment of a single-member limited liability company and submit to the Prime Minister for consideration and approval;

In case the Scheme on establishing a subsidiary that is a single-member limited liability company is approved by the Prime Minister, the Members’ Council or company president of the parent company shall issue a decision on establishing a subsidiary that is a single-member limited liability company within 30 working days, from the date on which the Scheme is approved.

2. For the case of establishing a single-member limited liability company which is a subsidiary of a single-member limited liability company under the ministry or provincial-level People s Committee:

a) The parent company shall prepare 06 sets of original dossiers of requesting for establishing a subsidiary that is a single-member limited liability company in accordance with Clause 5, Article 7 of this Decree and send them to the ministry or provincial-level People s Committee for the appraisal;

b) After receiving the sufficient dossier of request for establishing a subsidiary that is a single-member limited liability company, the ministry or provincial-level People s Committee shall assume the prime responsibility for consulting the Ministry of Planning and Investment, the Ministry of Finance, the Ministry of Labor, War Invalids and Social Affairs, the Ministry of Home Affairs, the line ministry (in case where the parent company is established under the provincial-level People’s Committee s decision) and carry out procedures and orders specified in Clauses 2 and 3, Article 12 of this Decree and submit to the Prime Minister for consideration and approval;

c) In case the policy on establishing a subsidiary that is a single-member limited liability company is approved by the Prime Minister, the Members’ Council or company president of the parent company shall issue a decision on establishing a subsidiary that is a single-member limited liability company within 30 working days, from the date on which the policy is approved.

Article 14. Decisions on the establishment of single-member limited liability companies

1. A Decision on establishing a single-member limited liability company shall include the principal contents as follows:

a) The name of the single-member limited liability company, including the Vietnamese full name, the foreign-language name, and abbreviated name (if any);

b) The company form;

c) The address of the company s head office;

d) Tasks assigned by the State; business lines;

e) The charter capital;

g) The organizational structure and executive management apparatus of the company;

g) The name and address of the branches or representative offices (if any);

h) The names and addresses of head offices of subsidiaries and associated companies.

2. At the same time with issuing a Decision on the establishment of a single-member limited liability company, the competent person shall approve the company Charter, appoint the Chairperson and members of the Members’ Council or the company president.

Article 15.Business registration and business commencement time for single-member limited liability companies

1. After the competent person issues a decision on the establishment of a single-member limited liability company, a decision on approval of the company Charter, the appointment of the Chairperson and members of the Members Council or the company president, the single-member limited liability company shall carry out procedures for business registration in accordance with law provisions.

2. A single-member limited liability company shall have the right of conducting business from the date it is granted an enterprise registration certificate. A single-member limited liability company may start conducting in conditional business lines from the date of being licensed by the competent State agencies or fully meeting the prescribed business conditions.

Chapter 3.

REORGANIZATION, SUSPENSION OF BUSINESS OF SINGLE-MEMBER LIMITED LIABILITY COMPANIES

Article 16.Reorganization of single-member limited liability companies

1. Forms of reorganizing a single-member limited liability company include: Consolidation, merger, division, splitting and conversion into joint stock companies, conversion into limited liability companies with two or more members, and conversion in the form of parent companies and subsidiaries.

2. Forms of reorganizing a single-member limited liability company specified in this Decree include:

a) Consolidation of single-member limited liability companies:

Two or more single-member limited liability companies (hereinafter referred to as consolidated companies) may be consolidated into a new single-member limited liability company (hereinafter referred to as the consolidating company), by transferring all lawful assets, rights, obligations, and interests to the consolidating company, and at the same time, terminating the existence of the consolidated companies;

b) Merger of single-member limited liability companies:

One or more single-member limited liability company(ies) (hereinafter referred to as merged company(ies)) may be merged into another single-member limited liability company (hereinafter referred to as the merging company) by transferring all lawful assets, rights, obligations, and interests to the merging company, and at the same time, terminating the existence of the merged company(ies);

c) Division of single-member limited liability companies:

A single-member limited liability company (hereinafter referred to as the divided company) may be divided to two or more new single-member limited liability companies (hereinafter referred to as dividing companies) by transferring all lawful assets, rights, obligations, and interests of the divided company to the dividing companies, and at the same time, terminating the existence of the divided company;

d) Separation of single-member limited liability companies:

A single-member limited liability company (hereinafter referred to as the separated company) may be separated to establish one or more new single-member limited liability company(ies) (hereinafter referred to as separating company(ies)) by transferring part of the lawful assets, rights, obligations and interests of the separated company to separating company(ies) without terminating the existence of the separated company.

3. Forms of reorganizing a single-member limited liability company to a joint stock company or a limited liability company with two or more members and the conversion of a limited liability company or a group of companies in the form of parent companies and subsidiaries shall comply with other regulations of the Government.

Article 17. Conditions for reorganizing single-member limited liability companies

A single-member limited liability company shall be reorganized if fully meets the following conditions:

1. The reorganization of a single-member limited liability company must be in accordance with the Master Scheme of arrangement, reform, and re-structuring of State enterprises which is approved by the Prime Minister. In case the reorganization of a single-member limited liability company has not yet been prescribed in the Master Scheme of the arrangement, reform, and re-structuring of State enterprises, the agency deciding on the establishment of a single-member limited liability company must submit it to the Prime Minister for consideration and decision.

2. New single-member limited liability companies established after the division or splitting of a single-member limited liability company must fully satisfy the same conditions as for the establishment of a single-member limited liability company as prescribed in Clauses 1, 2, and 4, Article 4 of this Decree.

3. The reorganization of a single-member limited liability company shall not reduce its charter capital.

Article 18. Agencies or persons competent to decide on reorganizing single-member limited liability companies

1. In case of reorganizing a single-member limited liability company which is decided to be established or assigned to be managed by the same agency or individual (hereinafter referred to as the agency or individual deciding on the establishment), such agency or individual deciding on establishment shall issue a decision on reorganizing such single-member limited liability company.

2. For the case of merging single-member limited liability companies decided to be established by different agencies or individuals, the agency or individual deciding on the establishment of the merging company shall base on the written agreement of agencies or individuals deciding on establishing merged companies, issue a decision on reorganization.

3. For the case of consolidating single-member limited liability companies decided to be established by different agencies or individuals, the agreed agency or individual shall perform rights and obligations of the consolidating company owner to decide on reorganizing.

4. For the case of reorganizing a single-member limited liability company established under the Prime Minister’s decision, the Ministry of Planning and Investment shall assume the prime responsibility for appraising the dossier of requesting for reorganization. In case of merger or consolidation of single-member limited liability companies managed by different ministries and branches, the Prime Minister shall assign the line minister to prepare dossiers of requesting for reorganization, submit the Prime Minister for consideration and decision.

Article 19. Dossiers of request for reorganizing single-member limited liability companies

1. A dossier of request for reorganizing a single-member limited liability company comprises:

a) A written request for reorganizing a single-member limited liability company;

b) A Scheme on reorganizing a single-member limited liability company;

c) The audited financial statements of the preceding year of the company and the financial statements of the latest quarter to the reorganizing time;

d) The Draft Charter of the new single-member limited liability company;

dd) The contract of merge or consolidation in accordance with Point a, Clause 2, Article 152 and Point a, Clause 2, Article 153 of the Law on Enterprises, for the case of merge or consolidation of a single-member limited liability company.

e) Other documents related to the reorganization of the single-member limited liability company.

2. A Scheme on reorganizing a single-member limited liability company shall include the principal contents as follows:

a) The names and addresses of single-member limited liability companies before and after reorganization;

b) The necessity of reorganization of a single-member limited liability company; the conformity with the master plan on sector and field development and the master plan on regional and national socio-economic development;

c) The charter capital of a single-member limited liability company after reorganization;

d) The labor arrangement and employment plan;

dd) The plan on the financial settlement, conversion, transfer of capital, assets, and handling of rights and obligations of single-member limited liability companies involved in the reorganization;

e) The schedule for reorganizing a single-member limited liability company;

g) In case of division and splitting of a single-member limited liability company to establish new single-member limited liability companies, other contents specified in Clause 2, Article 7 of this Decree must be included in the Scheme on reorganizing such single-member limited liability company.

Article 20. Decisions on reorganizing single-member limited liability companies

1. A decision on reorganizing a single-member limited liability company must explicitly prescribe the inheritance of the rights and obligations of the reorganized single-member limited liability company.

2. A decision on reorganization, a contract of merger or consolidation of a single-member limited liability company must be sent to all creditors and notified to employees within 15 working days, from the date of approval. A decision on reorganizing a single-member limited liability company shall be sent to the Ministry of Planning and Investment for summarization.

Article 21. Procedures for merger or consolidation of single-member limited liability companies

1. Procedures for merger or consolidation of a single-member limited liability company established under the Prime Minister’s decision:

a) The line ministry specified in Clause 4, Article 18 of this Decree shall direct a single-member limited liability company to prepare the dossier of requesting for merge or consolidation as prescribed in Article 9 of this Decree, send 04 sets of original dossiers to the Ministry of Planning and Investment for appraisal;

b) After receiving sufficient dossiers of requesting for merger or consolidation of a single-member limited liability company, the Ministry of Planning and Investment shall assume the prime responsibility for consulting the Ministry of Finance, the Ministry of Labor, War Invalids, and Social Affairs, and the Ministry of Home Affairs.

Within 15 working days, from the date of receiving dossiers of requesting for merger or consolidation, relevant agencies shall send the written comments on contents within the scope of their functions and tasks to the Ministry of Planning and Investment to synthesize and prepare the appraisal report;

c) Within 10 working days, from the date of receiving comments from relevant agencies, the Ministry of Planning and Investment shall submit the report on appraising dossiers of requesting for merger or consolidation of a single-member limited liability company to the Prime Minister, at the same time, send it to the line ministry for receiving appraisal comments.

In case such comments on the dossier s main contents are different, the Ministry of Planning and Investment shall hold a meeting with relevant agencies before submitting the appraisal report to the Prime Minister; such period may be extended for no more than 10 working days;

The line ministry shall explain the receiving the Ministry of Planning and Investment s appraisal comments, complete the dossier, and submit to the Prime Minister for consideration and decision.

2. Procedures for merger or consolidation of a single-member limited liability company decided to be established or assigned to be managed by a ministry or provincial-level People’s Committee; procedures for merger or consolidation of a single-member limited liability company established under the Members’ Council or the company president’s decision:

a) Single-member limited liability companies shall cooperate and reach an agreement on preparing a dossier of requesting for merger or consolidation under Article 19 of this Decree; submit it to the agency or individual deciding on establishing such company for consideration and decision;

b) Within 30 working days, from the date of receiving the dossier of requesting for merger or consolidation, the competent agency or person specified in Article 18 of this Decree shall appraise and approve such dossier and issue a decision on merger or consolidation of a single-member limited liability company.

3. After the decision on merger or consolidation is issued, single-member limited liability companies shall be responsible for implementing the Scheme on merger or consolidation. For the case of merging or consolidating single-member limited liability companies established under different agencies or individuals’ decisions, after the dossier of merger or consolidation is approved, the at-law representatives of single-member limited liability companies shall sign in the contract of merger or consolidation.

The merging company and the single-member limited liability company established on the basis of consolidation shall carry out procedures for enterprise registration in accordance with law provisions.

Article 22. Process of division and separation of single-member limited liability companies

1. Process of division or separation of a single-member limited liability company established under the Prime Minister’s decision:

a) The line ministry shall direct the single-member limited liability company to make the dossier of application for division or separation as prescribed in Article 19 of this Decree, to send 04 original dossiers to the Ministry of Planning and Investment for appraisal;

b) After fully receiving dossiers of application for division or separation, the Ministry of Planning and Investment shall assume the prime responsibility for collecting opinions of the Ministry of Finance, the Ministry of Labor, War Invalids and Social Affairs and the Ministry of Home Affairs.

Within 15 working days after receiving the dossier of application for division or separation, relevant agencies shall send the Ministry of Planning and Investment their written opinions on contents within their functions and tasks.

c) Within 10 working days after receiving the relevant agencies’ opinions, the Ministry of Planning and Investment shall submit the appraisal report to the Prime Minister, and send them to the line ministry for the acquisition of appraisal opinions.

In cases of different opinions about the main contents of the dossier, the Ministry of Planning and Investment shall organize a meeting with relevant agencies before submitting the appraisal report to the Prime Minister; the time limit may be prolonged for not more than 10 working days;

d) The line ministry shall explain the acquisition of appraisal opinions of the Ministry of Planning and Investment, complete the dossier to submit it to the Prime Minister for consideration and decision.

2. Process of division or separation of a single-member limited liability company that is established under a decision of, or operates under the assigned management of, a ministry or a provincial-level People’s Committee:

a) A single-member limited liability company shall make 06 original dossiers of application for division or separation and send them to the ministry or the provincial-level People’s Committee for appraisal;

b) After fully receiving dossiers of application for division or separation of the single-member limited liability company, the ministry, the provincial-level People’s Committee shall assume the prime responsibility for collecting opinions of the Ministry of Planning and Investing, the Ministry of Finance, the Ministry of Labor, War Invalids and Social Affairs, the Ministry of Home Affairs, the line ministry (in case a single-member limited liability company is established under a decision of a provincial-level People’s Committee) and submit them to the Prime Minister for consideration and approval of the policy on division or separation of the single-member limited liability company in accordance with the order and procedures prescribed in Clauses 2 and 3, Article 12 of this Decree;

c) In case the Prime Minister approves the policy on division or separation, the minister, the Chairperson of the provincial-level People’s Committee shall issue the decision on division or separation of the single-member limited liability company within 30 working days after the approval of the policy.

3. Process of division or separation of a single-member limited liability company established under a decision of its Members’ Council or its company president:

a) Order and procedures for division or separation of a single-member limited liability company which is a subsidiary of a single-member limited liability company established under a decision of the Prime Minister shall comply with Points a, b and c, Clause 1, Article 13 of this Decree;

b) Order and procedures for division or separation of a single-member limited liability company which is a subsidiary of a single-member limited liability company established under a decision of a ministry or a provincial-level People’s Committee shall comply with Points a and b, Clause 2, Article 13 of this Decree;

c) After the Prime Minister approves the policy on division or separation, the Members’ Council or the company president of the parent company shall issue the decision on division or separation of the single-member limited liability company within 30 working days after the approval of the policy.

4. After the decision on division or separation has been issued, the single-member limited liability company shall take responsibilities for implementing the division or separation scheme.

Single-member limited liability companies established by such division or separation shall implement procedures for enterprise registration in accordance with law.

Article 23.Business suspension of single-member limited liability companies

1. A single-member limited liability company may suspend its business in the following cases:

a) At the request of the person who has decided on the establishment of the single-member limited liability company;

b) The business registration agency or a competent state agency may require the enterprise to suspend the business of a conditional business line when it detects that the enterprise fails to satisfy all the conditions prescribed by law.

2. Order and procedures for business suspension of a single-member limited liability company:

After the person who has decided on the establishment of the single-member limited liability company issues the decision on business suspension, such company shall take responsibilities for implementing procedures for business suspension in accordance with law.

In case the business suspension of a condition business line is required by the business registration agency or a competent state agency, the single-member limited liability company shall report to the person who has decided on the establishment of the company to issue the decision on business suspension.

Chapter 4.

DISSOLUTION OF SINGLE-MEMBER LIMITED LIABILITY COMPANIES

Article 24. Conditions for dissolution of single-member limited liability companies

1. A single-member limited liability company shall be considered dissolving in the following cases:

a) The operation duration stated in the company charter expires and there is no decision to extend it;

b) The company has its enterprise registration certificate revoked;

c) The company suffers losses for 03 consecutive years with accumulated loss amount representing three-fourths (3/4) or more of the State s capital at the company, but it has not yet fallen into bankruptcy;

d) The company fails to fulfill the State-assigned tasks for 02 consecutive years after having applied necessary measures;

dd) The maintenance of the company is no longer necessary.

2. The enterprise shall only be dissolved when it ensures to pay all debts and other property obligations

3. The dissolution of a single-member limited liability company shall be compatible with the overall scheme on the rearrangement, renewal and restructuring of State-owned enterprises approved by the Prime Minister. In case such dissolution is not defined in the overall scheme on the rearrangement, renewal and restructuring of State-owned enterprises, the agency that has decided the establishment of such single-member limited liability company must submit to the Prime Minister for consideration and decision.

Article 25. Competence to request and decide dissolution of single-member limited liability companies

1. A single-member limited liability company can be dissolved according to the request of the following agencies, organizations or individuals (hereinafter called requesters):

a) The single-member limited liability company itself;

b) The person who has decided on the establishment of the single-member limited liability company or an inspection, audit or tax agency or other State functional agencies, while performing their tasks according to their competence, if detecting that the company is in such a state that it must be dissolved;

c) Line ministry shall request dissolution of a single-member limited liability company established under the Prime Minister’s decision.

2. The person who has decided on the establishment of the single-member limited liability company shall be the person competent to decide on the dissolution of such company.

Article 26. Council for dissolution of single-member limited liability companies

1. The person competent to decide on the dissolution of a single-member limited liability company must establish the council for dissolution of the single-member limited liability company (hereinafter called the dissolution council for short). The dissolution council has the function of advising the person deciding on the dissolution on whether to dissolve the company or not and organizing the dissolution of the company.

2. A dissolution council shall comprise representatives of the following agencies:

a) The chairperson of the dissolution council is the representative of the dissolution-deciding agency; the Ministry of Planning and Investment is the chairperson of the dissolution council of a single-member limited liability company dissolved under a decision of the Prime Minister;

b) Line ministry, the Ministry of Finance, the Ministry of Labor, War Invalids and Social Affairs, for a single-member limited liability company dissolved under a decision of the Prime Minister;

c) The Ministry of Finance, for a single-member limited liability company dissolved under a decision of a minister;

d) The Department of Finance, the Department of Planning and Investment, the Department of Labor, War Invalids and Social Affairs, for a single-member limited liability company dissolved under a decision of the Chairperson of a provincial-level People s Committee;

dd) The trade union organization of the dissolved single-member limited liability company;

e) The dissolved single-member limited liability company;

g) Depending on each specific case, officials, specialists, other agencies and organizations may also be invited to join the dissolution council.

Article 27. Process of dissolution of single-member limited liability companies

1. In case a single-member limited liability company has enough conditions for the dissolution as prescribed in Article 24 of this Decree or if receiving a written request for company dissolution of competent agencies, organizations, within 30 working days, the person competent to decide on the dissolution of the company shall establish the dissolution council for appraising the request for dissolution of the company. In the case of deciding not to dissolve the single-member limited liability company, the person competent to decide on dissolution must notify such in writing to the requester.

2. The competent person shall issue the decision on dissolution of the single-member limited liability company with the contents as prescribed in Article 28 of this Decree.

3. After the dissolution decision has been issued:

a) The single-member limited liability company shall implement the regulations in Article 29 of this Decree;

b) The dissolution council shall implement the regulations in Article 30 of this Decree;

c) The tax agency directly managing tax collection from the company shall issue the written confirmation of the fulfillment of tax obligations within 05 working days after receiving the company’s written request to certify the fulfillment of tax obligations;

4. The dissolution council shall automatically terminate its operation after the single-member limited liability company completes dissolution procedures in accordance with law and the business registration agency removes the enterprise’s name from the business register.

Article 28. Decisions on dissolution of single-member limited liability companies

1. A decision on dissolution of a single-member limited liability company must have the following main contents:

a) Name and head office address of the dissolved single-member limited liability company;

b) Reasons for dissolution;

c) Time limit and procedures for liquidating contracts and paying debts of the enterprise; the time limit for paying debts and liquidating contracts must not exceed 06 months from the date of approval of the dissolution decision;

d) Plan for dealing with obligations arising from labor contracts;

dd) Full name and signature of the at-law representative of the enterprise.

2. Within 07 working days after being issued, the decision on dissolution of the single-member limited liability company shall be sent to the dissolved single-member limited liability company and to:

a) Subjects prescribed at Clause 3, Article 158 of the Law on Enterprises;

b) The person who requests the dissolution of the single-member limited liability company;

c) The Ministry of Planning and Investment, the Ministry of Finance, for a single-member limited liability company dissolved under a decision of a minister;

d) The Department of Planning and Investment, the Department of Finance, for a single-member limited liability company dissolved under a decision of the Chairperson of a provincial-level People s Committee;

dd) The tax agency directly managing tax collection from the company;

e) The provincial-level People s Committee, Department of Statistics and the provincial-level business registration division of the locality where the dissolved single-member limited liability company is headquartered, and the business registration divisions of the localities where the company s branches or representative offices are based.

Article 29. Responsibilities of the dissolved single-member limited liability companies

1. The dissolution decision of the dissolved single-member limited liability company shall be advertised on electronic newspapers or paper newspapers in 03 consecutive editions and be posted on the enterprise information portal (www.business.gov.vn) with the following main contents:

a) Name and address of the dissolved single-member limited liability company;

b) The serial number and date of the dissolution decision and the dissolution decision-issuing agency;

c) The date when the single-member limited liability company terminates its operation;

d) The time when creditors are requested to come to cross-check debts.

2. As from the date the dissolution decision takes effect, the dissolved single-member limited liability company shall take responsibilities for:

a) Not carrying out the prohibited activities as prescribed in Article 159 of the Law on Enterprises;

b) Stopping activities: Doing business, paying debts, lending assets or keeping others assets;

c) Closing accounting books; inventory assets; cross-checking receivable and payable debts; making financial statements up to the time the dissolution decision takes effect;

d) Making the list of creditors and payable debt amounts (classifying secured debts, partly-secured debts and unsecured debts); and the list of debtors and receivable debts (classifying recoverable debts and irrecoverable debts);

dd) Sending the written request to certify the fulfillment of tax obligations of the company to the tax agency.

3. Within 30 working days after the dissolution decision takes effect, the company must hand over to the dissolution council:

a) The financial statement, accounting books and documents related to the company’s dissolution; the lists of the company’s creditors and debtors;

b) All assets lawfully owned, managed or used by the company (including assets not yet recovered), assets kept for others, borrowed or leased.

Article 30. Powers and responsibilities of the dissolution councils of single-member limited liability companies

1. After the dissolution decision has been issued and the dissolution of a single-member limited liability company has been announced on newspapers, the dissolution council shall take responsibilities for:

a) Withdrawing the seal of the dissolved single-member limited liability company to serve the dissolution;

b) Making the plan for dissolution of the single-member limited liability company and submitting it to the person competent to decide on the dissolution of the single-member limited liability company for consideration and approval;

c) Organizing the dissolution of the single-member limited liability company according to the approved plan; the Members’ Council or company owner shall directly organize the liquidation of assets of the enterprise, unless the establishment of a separate liquidation organization is provided by the company charter; the debts of the dissolved single-member limited liability company shall be settled in the order prescribed in Clause 4, Article 158 of the Law on Enterprises;

d) Within 07 working days, after completing the dissolution and the payment of debts of the single-member limited liability company, the dissolution council shall have to make a financial report on dissolution of the single-member limited liability company and submit it to the person having decided on the dissolution of the company; make the dissolution dossier of the single-member limited liability company in accordance with Clause 3, Article 40 of the Government s Decree No. 102/2010/ND-CP dated October 01, 2010 on detailing a number of articles of the Law on Enterprises and send the dissolution dossier to the business registration agency where the company has registered its business.

2. The dissolution council may use the seal of the single-member limited liability company for serving the dissolution and requesting relevant state agencies to support the asset recovery.

Article 31.Time limit for dissolution of single-member limited liability companies

1. The time limit for dissolution of a single-member limited liability company shall not exceed 01 year as from the date the company dissolution decision takes effect. In special cases, with written approval of the person deciding on dissolution of the company, this time limit may be prolonged for not more than 06 months.

2. In case the enterprise registration certificate is revoked, the time limit for dissolution shall comply with Clause 6, Article 158 of the Law on Enterprises.

Chapter 5.

IMPLEMENTATIONPROVISIONS

Article 32.Effect

1. This Decree takes effect on January 01, 2014.

2. The Decree No. 180/2004/ND-CP dated on October 28, 2004 of the Government on the establishment, re-organization and dissolution of State-owned enterprises and other regulations against this Decree shall be annulled.

Article 33. Implementation responsibility and organization of implementation

1. The Ministries of Planning and Investment, of Finance, of Labor, War Invalids and Social Affairs and of Home Affairs shall coordinate with relevant agencies in guiding the implementation of this Decree.

2. Political organizations and socio-political organizations may apply this Decree to the establishment, re-organization and dissolution of single-member limited liability companies owned by them.

3. Process of establishment of branches and dependent cost-accounting units of single-member limited liability companies shall comply with Article 13 of this Decree.

4. The establishment, re-organization, dissolution of the State Capital Investment Corporation and single-member limited liability companies which are subsidiaries of the State Capital Investment Corporation shall comply with regulations applied to the single-member limited liability companies established under the Prime Minister’s decisions as prescribed in this Decree.

5. State-owned single-member limited liability companies must not establish level-III or lower-level single-member limited liability companies in the parent-affiliate company model. In special cases, to report to the Prime Minister for consideration and decision.

Ministries, People’s Committees of provinces and central affiliated cities, chairpersons of Members’ Councils or company presidents of State-owned economic groups shall review operation of, and make plan of arrangement as appropriate with, level-III or lower-level single-member limited liability companies affiliated with single-member limited liability companies under their management, report to the Ministry of Planning and Investment to summarize and submit to the Prime Minister for consideration and decision.

6. Ministers, Heads of ministerial-level agencies, Heads of government-attached agencies and Chairpersons of People’s Committees of provinces and central affiliated cities and chairpersons of Members’ Councils or company presidents of single-member limited liability companies shall take responsibilities for the implementation of this Decree./.