Decree No. 32/2018/ND-CP dated March 8, 2018 of the Government on amending and supplementing a number of articles of the Government’s Decree No. 91/2015/ND-CP dated October 13, 2015 on state capital investment in enterprises, use and management of capital and assets in enterprises
Pursuant to the Law on Government Organization dated June 19, 2015;
Pursuant to the Law on Enterprises dated November 26, 2014;
Pursuant to the Law on management and use of state-owned capital invested in manufacturing and business operations of enterprises dated November 26, 2014;
Upon the request of the Minister of Finance;
The Government hereby issues the Decree on amending and supplementing a number of articles of the Government’s Decree No. 91/2015/ND-CP dated October 13, 2015 on state capital investment in enterprises, use and management of capital and assets in enterprise.
Article 1. To amend and supplement a number of articles of the Government’s Decree No. 91/2015/ND-CP dated October 13, 2015 on state capital investment in enterprises, use and management of capital and assets in enterprises shall be as follows:
1. To supplement Clause 7, 8 and Clause 9 to the Article 4, as follows:
“7. Owner of state capital or state enterprise’s capital (hereinafter referred to as capital owner) refers to an owner’s representative entity or a state enterprise having transferable capital.
8. Open auction refers to a mechanism for transferring share capital of the state or a state enterprise invested in joint-stock companies or multiple-member limited liability companies, including ordinary auction or lot-type auction.
- Ordinary auction is an auction in which there is no limit on the number of shares or capital contributions for which an investor bids at a share capital transfer auction.
- Lot-type auction refers to an auction in which the number of shares to be auctioned is divided into a single lot or multiple lots, and an attending investor is required to bid for at least one lot. Splitting of total shares into lots put up for auction shall be decided by a capital owner.
9. Date of completion of capital transfer refers to the date on which the Vietnam Securities Depository completes transfer of ownership interest in shares to investors who have already bought shares of transferable capital according to corresponding methods of transferring share capital applied at joint-stock companies (with respect to those who are registered as publicly held companies); or the date on which investors are named in the shareholder register (with respect to joint-stock companies which have not yet been registered as publicly held companies), the member register (with respect to multiple-member limited liability companies) after having already bought shares of capital contributed by the state or state enterprises."
2. To amend and supplement Article 5 as follows:
“Article 5. Scope of state capital investment for establishment of state enterprises
1. State enterprises supplying public products and services, and ensure social security, including:
a) Public postal services;
b) Publishing (exclusive of publication printing and release sector);
c) Agricultural and forestry operations under the Government’s regulations;
d) Management and operation of inter-province or inter-district water resources and agricultural irrigation facilities, and sea embankments, subject to the Prime Minister's decision;
dd) Management, use and administration of national and urban rail infrastructural facilities; administration of national and urban rail transport;
e) Air traffic, aeronautical information, emergency rescue and response services;
g) Maritime safety services (exclusive of dredging and maintenance of public navigable channels);
h) Others, subject to the Prime Minister’s decision.
2. State enterprises involved in the field of providing direct assistance for national defence and security under the Government’s regulations.
3. State enterprises involved in the field of natural monopoly, including:
a) National power transmission, national load dispatch and distribution power grid management services; large and multiple-objective hydropower plants; nuclear power plants which have special importance in socio-economic, national defence and security aspects;
b) Manufacturing and trading of industrial explosive materials;
c) Printing of paper money and coining of currency as well as manufacture of gold bars and gold keepsakes;
d) Lottery business;
dd) State enterprises that have functions such as state capital investment and debt trading and treatment for restructuring, macroeconomic regulation and stabilization purposes;
e) Others, subject to the Prime Minister’s decision.
4. State enterprises that apply high technologies, make large investments, stimulate rapid growth of other industries and sectors and the whole economy”.
3. To amend Clause 5 of the Article 10 as follows:
“5. With respect to the chartered capital increase plan which has been approved by a competent authority to use the development investment fund of each enterprise for such increase, state enterprises shall, based on the re-determined level of chartered capital, the capital amount to be increased and the development investment fund which each enterprise establishes in accordance with regulations in force, account for an increase in owner’s share capital (contributed capital) included in the chartered capital which is re-determined (enterprises shall not be obliged to request a competent authority to provide supplementary chartered capital under Clause 1 of this Article). After accounting for increase in owner’s equity capital, enterprises shall report to the owner’s representative entity to seek its decision on adjustment to the actual contributed capital amount specified in the enterprise registration certificate in accordance with the Law on Enterprises”.
4. To amend and supplement Point b Clause 3 Article 11 as follows:
“b) Where an enterprise receives other assets formed by the funding derived from the state budget or governmental aids (e.g. those used for residential resettlement, rearrangement, real property treatment and investment in technical infrastructural facilities of industrial zones) in order to implement projects for investment, construction, improvement and renovation of manufacturing and trading facilities, enterprises shall consult the asset assignment decision issued by the competent authority and the record on asset handover to account for government-contributed aids and record an increase in state capital invested in such enterprises. Upon an increase in state capital invested in enterprises, if the owner’s actually contributed capital is greater than the approved charter capital amount, enterprises shall report to the owner’s representative entity to seek its decision on adjustment to their chartered capital amount based on documents on accounting for such increase without having to establish documents on redetermination of the chartered capital and applications for supplementary investment as per Article 9, Article 10 of this Decree.”
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