The right to represent the owner of contributed capital in wholly state-owned enterprises only transferred between state agencies?

Main Content

• In what cases may the right to represent the owner be transferred in an enterprise in which 100% charter capital is held by the state?
• To transfer the right to represent the owner in wholly state-owned enterprises, what conditions must be met?
• Quy định về quyền và trách nhiệm của cơ quan đại diện chủ sở hữu và doanh nghiệp?

In what cases may the right to represent the owner be transferred in an enterprise in which 100% charter capital is held by the state?

Pursuant to Article 48 of Decree 23/2022/ND-CP of Vietnam: 

“Article 48. Cases of transfer of the right to represent the owner of state capital in enterprises in which 100% of charter capital is held by the State

1. Forms of transferring the right to represent the owner of state capital in an enterprise specified in this Decree are only applicable to the transfer without payment. The transfer with payment shall comply with the legal provisions on the sale of the entire enterprise and the transfer of enterprise's capital and assets.

2. Forms of transferring the right to represent the owner of state capital in an enterprise:

a) Transfer between owner's representative agencies means the transfer of the right to represent the owner for enterprises in which 100% of charter capital is held by the State between ministries, ministerial agencies, and agencies attached to the Government. , Provincial People's Committee;

b) Transfer of part of capital and assets between enterprises in which 100% of charter capital is held by the State means the transfer of the right to represent the owner for a portion of capital and assets between enterprises held by the State. 100% charter capital. This form only applies to capital or assets between enterprises directly serving national defense and security to perform national defense and security tasks and in other cases under decisions of the Prime Minister;

c) The transfer of public investment projects or works from agencies or organizations managing public investment projects and works to enterprises in which 100% charter capital is held by the State shall comply with the provisions of law. the law on transfer of state property;

d) The transfer of state capital in an enterprise between the agency representing the owner and the organization or enterprise having the function of investing and trading in state capital shall comply with separate regulations of the Government and the Prime Minister. .”

The right to represent the owner of contributed capital in wholly state-owned enterprises only transferred between state agencies?

To transfer the right to represent the owner in wholly state-owned enterprises, what conditions must be met?

Pursuant to Article 49 of Decree 23/2022/ND-CP of Vietnam: 

“Article 49. Conditions for transfer between owner representative agencies The transfer of the right to represent the owner of an enterprise in which 100% of charter capital is held by the State between the agency representing the owner must satisfy the following conditions: 1. The lines of production and business activities of the transferring enterprise are suitable to the branches, domains or management objectives of the transferee's representative agency. 2. Not subject to dissolution or insolvency. 3. Subject to transfer of the right to represent the owner of state capital in the enterprise in the document on enterprise arrangement and renewal approved by the Prime Minister of Vietnam. In cases not specified in this document, the agency representing the owner involved in the transfer of the agreement shall report to the Prime Minister of Vietnam for consideration and approval.”

Thus, the transfer of enterprises in which 100% charter capital is held by the State between the owner's representative agencies can only be done when the requirements on production and business lines suitable to the industry, field and management objectives of the transferee; the transferred enterprise is not in the case of dissolution or insolvency; subject to transfer of the right to represent the owner of state capital in the enterprise. 

Quy định về quyền và trách nhiệm của cơ quan đại diện chủ sở hữu và doanh nghiệp?

Pursuant to Article 52 of Decree 23/2022/ND-CP of Vietnam: 

“Article 52. Rights and responsibilities of the agency representing the owner and the enterprise

1. Rights and responsibilities of the owner's representative agency:

a) To transfer the right to represent the owner of state capital in the enterprise according to the policy of the Prime Minister and the minutes of transfer of the right to represent the state owner in the enterprise;

b) To exercise the rights, responsibilities and obligations according to the Transfer Minutes.

2. Rights and responsibilities of enterprises:

a) Take responsibility for the accuracy of records and data.

b) To exercise the rights, responsibilities and obligations according to the Transfer Minutes. In case of transfer of part of capital and assets between enterprises, the transferee enterprise shall inherit both legal rights and responsibilities related to economic contracts, responsibility for debt collection and repayment, and other obligations. obligations to the State as prescribed by law and other responsibilities (if any).”

Thus, the owner's representative agency is responsible for transferring the right to represent the owner of state capital in enterprises in which 100% of charter capital is held by the state. Enterprises are responsible for the authenticity of documentary and data.