From June 1, 2022, enterprises with 100% charter capital owned by the State must have a capital of not less than 100 billion VND?
What are the conditions for setting up an enterprise in which 100% capital is held by the State?
Pursuant to Article 4 of Decree 23/2022/ND-CP stipulates as follows:
“Article 4. Conditions for establishment
Enterprises of which 100% charter capital is held by the State shall only be considered for establishment when fully satisfying the following conditions:
1. Having an operating industry or field within the scope of state capital investment to establish an enterprise in accordance with the law on management and use of state capital invested in production and business in enterprises.
2. To ensure sufficient charter capital specified in Article 5 of this Decree.
3. Having a valid dossier as prescribed in Article 6 of this Decree.
4. The establishment of an enterprise must be consistent with the national socio-economic development strategy and plan, and the national branch master plan.”
Accordingly, when establishing an enterprise in which 100% charter capital is held by the State, it is necessary to ensure that there are branches and fields of operation within the scope of state capital investment to establish an enterprise. according to the provisions of law, must have dossiers in accordance with the provisions of law and established enterprises must conform to the strategies and plans of the State.
Doanh nghiệp do Nhà nước nắm giữ 100% vốn điều lệ có mức vốn không thấp hơn 100 tỷ đồng?
Dossier to establish an enterprise with 100% capital owned by the State includes what components?
Pursuant to Article 6 of Decree 23/2022/ND-CP stipulates as follows:
“Article 6. Dossier of application for establishment of an enterprise in which 100% charter capital is held by the State
1. An application file for establishment of an enterprise established by the Prime Minister's decision includes:
a) A written request for the establishment of an enterprise;
b) The enterprise establishment scheme specified in Clause 3 of this Article;
c) Draft charter of the enterprise specified in Clause 4 of this Article.
2. A dossier to be submitted to the Prime Minister for consideration and approval of the policy upon establishment of an enterprise established by the decision of the owner's representative agency includes:
a) A written request for the establishment of an enterprise;
b) The enterprise establishment scheme specified in Clause 3 of this Article.
3. The enterprise establishment project includes the following main contents:
a) Legal grounds, objectives and necessity for enterprise establishment;
b) Name, organizational model of enterprise management and operation time;
c) The location of the enterprise's head office, the location of the production and business establishment and the area of land to be used; branches, representative offices (if any);
d) Tasks assigned by the State; business; the list of products and services provided by the enterprise;
dd) Assess the suitability of the enterprise establishment with the national socio-economic development strategy and plan, and the sectoral master plan;
e) Market situation, demand and market prospects for each type of product or service provided by the enterprise; technology to be applied to production and business activities; business plan and investment and development for 5 years after its establishment;
g) Level of charter capital; estimated total investment capital (in case of establishment of an enterprise in which 100% charter capital is held by the State in association with the implementation of investment projects); sources and forms of mobilizing the remaining capital other than the State's initial investment capital; the plan to return the mobilized capital; needs and measures to create working capital for enterprises;
h) Expected economic and social efficiency;
i) Estimated ability to supply labor, raw materials, materials, energy, technology and other necessary conditions for operation after establishment.
4. The draft charter of the enterprise includes the following main contents:
a) Name, address and head office of the enterprise; name, address of branch, representative office (if any);
b) Line of business; operational goals; tasks assigned by the State;
c) Charter capital, method of adjusting charter capital;
d) Name and address of the business owner;
d) Rights and obligations of the business owner;
e) Organizational and management structure;
g) The legal representative of the enterprise; division of rights and obligations of the legal representative in case there is more than one legal representative;
h) Procedures for passing decisions of enterprises; internal dispute settlement principles;
i) Financial operating mechanism, principles of profit sharing after tax and handling of business losses; bases and methods for determining remuneration, salary and bonus for managers and the Supervisory Board and Supervisors;
k) Rights and obligations of the chairman and members of the Members' Council or the company's president, the general director and other managerial positions of the enterprise;
l) Cases of dissolution, order of dissolution and procedures for liquidation of assets of the enterprise;
m) Procedures for amending and supplementing the Charter;
n) Other regulations decided by the agency or organization assigned to exercise the rights and obligations of the business owner but must not be contrary to the provisions of law.
5. Where the establishment of an enterprise is associated with the formation of an investment project, the investment procedures shall comply with the provisions of the law on investment.”
Accordingly, there are two cases of establishment of a state-owned enterprise holding 100% of charter capital: an enterprise established by a decision of the Prime Minister and an enterprise established by a decision of the owner's representative agency.
An application file for establishment of an enterprise established by the Prime Minister's decision includes the application for establishment, the establishment project and the draft charter.
A dossier of application for an enterprise established by the decision of the agency representing the owner to be established consists of a proposal and a proposal for establishment of the enterprise.
What are the capital requirements for an enterprise with 100% charter capital held by the State?
Pursuant to Article 5 of Decree 23/2022/ND-CP stipulates as follows:
“Article 5. Charter capital level
1. An enterprise must have a charter capital of not less than VND 100 billion upon its establishment.
2. In case of conducting business in sectors or trades where legal capital is required, apart from the conditions specified in Clause 1 of this Article, the charter capital of the enterprise upon establishment must not be lower than the legal capital level prescribed for the industry. , that business.
3. For enterprises providing essential public utility products and services, ensuring social security or operating in a number of industries, fields or geographical areas that require capital investment from the State to establish an enterprise, the capital must be capitalized. The charter capital may be lower than the level specified in Clause 1 of this Article but not lower than the legal capital level prescribed for business lines requiring legal capital.”
Thus, enterprises with 100% charter capital held by the State must have a minimum charter capital of 100 billion. In addition, if this enterprise operates in industries and fields where the capital requirement must be higher than 100 billion, this enterprise is required to have a charter capital that meets the legal capital requirements in order to operate its business. business in accordance with the law.
Decree 23/2022/ND-CP takes effect from June 1, 2022.
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