Duties of the Dissolution Council in Implementing Dissolution Procedures for Enterprises with 100% State-Owned Charter Capital
What does a dissolution decision of an enterprise include?
According to Article 42 of Decree 23/2022/ND-CP, it is stipulated as follows:
“Article 42. Dissolution decision of an enterprise
1. The dissolution decision of an enterprise in which the State holds 100% charter capital shall include the following main contents:
a) Name and address of the enterprise's headquarters to be dissolved;
b) Reason for dissolution;
c) Term, procedures for contract liquidation, and payment of the enterprise's debts;
d) Plan to handle arising obligations from labor contracts;
e) Full name and signature of the Chairman of the Members' Council or the enterprise's Chairman to be dissolved.
2. Within 07 working days from the date of issuing the dissolution decision, this decision must be sent to the dissolved enterprise and:
a) Employees in the enterprise;
b) Agencies and organizations requesting the enterprise's dissolution;
c) Creditors, persons with rights, obligations, and interests related in case the enterprise still has unpaid financial obligations;
d) Specialized agencies under the Provincial People's Committee in the fields of finance, investment planning for enterprises where the Provincial People's Committee's Chairman decides the dissolution;
e) The tax authority directly managing enterprise tax collection;
f) The Provincial People's Committee, Department of Statistics, provincial business registration office where the enterprise to be dissolved is headquartered, and the business registration office where the branch, representative office of the enterprise is located.”
The dissolution decision of an enterprise in which the State holds 100% of the charter capital must include the information as stipulated above and must be sent to the related parties within 7 working days from the decision issuance.
Responsibilities of the Dissolution Council in implementing the dissolution procedures for enterprises with 100% state-owned capital?
Who comprises the Dissolution Council for enterprises with 100% state-owned capital?
According to Article 43 of Decree 23/2022/ND-CP, it is stipulated as follows:
“Article 43. Dissolution Council for enterprises with 100% state-owned capital
1. The person with the authority to decide the dissolution of the enterprise establishes the Dissolution Council. The Dissolution Council functions as an advisor to the dissolution decision-maker regarding the organization and implementation of the enterprise's dissolution. The composition of the Dissolution Council is as prescribed in Clauses 2 and 3 of this Article.
2. The Dissolution Council for enterprises decided to be dissolved by the Prime Minister comprises representatives from the following agencies:
a) The head of the agency assigned to perform the function of representing the owner is the Chairman of the Dissolution Council;
b) Representatives of the Ministries of Planning and Investment, Finance, Labor - Invalids and Social Affairs;
c) Representatives of organizations representing the employees of the enterprise to be dissolved;
d) Chairman of the Members' Council or the company's Chairman of the enterprise with 100% state-owned capital to be dissolved;
e) Depending on specific cases, additional representatives from other agencies and organizations may be invited to join the Dissolution Council.
3. The Dissolution Council for enterprises decided to be dissolved or managed by the representing owner agency shall include representatives from the following agencies:
a) A representative of the owning representative agency is the Chairman of the Dissolution Council;
b) Representatives from the affiliated units or specialized departments under the representing owner agency responsible for managing finance, planning, labor;
c) Representatives of organizations representing the employees of the enterprise to be dissolved;
d) Chairman of the Members' Council or the company's Chairman of the enterprise with 100% state-owned capital to be dissolved;
e) Depending on specific cases, additional representatives from other agencies and organizations may be invited to join the Dissolution Council.”
What are the powers and responsibilities of the Dissolution Council?
According to Article 44 of Decree 23/2022/ND-CP, it is stipulated as follows:
“Article 44. Powers and responsibilities of the Dissolution Council
1. The Dissolution Council may use the enterprise's seal to serve the dissolution process and request support from related state agencies for asset recovery.
2. After the dissolution decision and public announcement of the enterprise's dissolution, the Dissolution Council shall:
a) Recover the seal of the enterprise to be dissolved to serve the dissolution process;
b) Organize the dissolution of the enterprise according to the approved Dissolution Decision; the representing owner agency or the Members' Council, the company's Chairman directly organizes the liquidation of the enterprise's assets, unless otherwise specified in the enterprise's charter; repayment of the enterprise's debts shall follow the order prescribed in Clause 5, Article 208 of the Enterprise Law;
c) Within 07 working days from the date of completing the dissolution and full repayment of the enterprise's debts, the Dissolution Council must prepare a financial report on the enterprise's dissolution, submit it to the dissolution decision-maker; prepare a dissolution dossier of the enterprise according to the contents prescribed in Article 210 of the Enterprise Law, and send it to the business registration office where the enterprise is registered.”
Thus, the Dissolution Council is responsible for recovering the seal of the dissolved enterprise, preparing financial reports within 7 working days from the completion of the dissolution process and repayment of debts.
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