Procedures for merger, consolidation, division or separation of enterprises in which 100% charter capital is held by the State from June 2022?
- Dossier of application for consolidation, merger, division or separation of enterprises in which 100% charter capital is held by the State?
- What is the process of consolidation and merger of enterprises in which 100% capital is owned by the State?
- How to split up enterprises in which 100% charter capital is held by the State?
Dossier of application for consolidation, merger, division or separation of enterprises in which 100% charter capital is held by the State?
Pursuant to Article 16 of Decree 23/2022/ND-CP stipulates as follows:
“Article 16. Dossier of application for consolidation, merger, division or separation of enterprises
1. An application for consolidation, merger, division or separation of an enterprise includes:
a) A written request for consolidation, merger, division or separation of the enterprise;
b) The plan for consolidation, merger, division or separation of enterprises;
c) The audited financial statement of the preceding year of the enterprise and the quarterly financial statement of the nearest quarter to the time of consolidation, merger, division or separation;
d) Draft Charter of the newly formed enterprise after the consolidation, merger, division or separation;
dd) Draft consolidation and merger contract as prescribed in Articles 200 and 201 of the Law on Enterprises in case of merger or consolidation of enterprises;
e) Other documents related to the consolidation, merger, division or separation of the enterprise (if any).
2. A scheme on consolidation, merger, division or separation of an enterprise includes the following principal contents:
a) Names and addresses of enterprises before and after the consolidation, merger, division or separation;
b) Necessity of the consolidation, merger, division or separation of the enterprise; conformity with the national socio-economic development strategy and plan, the sectoral master plan;
c) The level of charter capital of the enterprise after the consolidation, merger, division or separation;
d) Plan on arrangement and use of labor;
dd) Plan for financial handling, transformation and handover of capital and assets and settlement of rights and obligations of enterprises related to the consolidation, merger, division or separation;
e) Time limit for implementation of consolidation, merger, division or separation of enterprises;
g) In case of division or split-up of enterprises to form new enterprises, the scheme on enterprise division and separation shall include other contents specified in Clause 3, Article 6 of this Decree.”
Accordingly, the application for consolidation, merger, division or separation of enterprises with 100% charter capital owned by the State, including audited statements, schemes and financial statements of the preceding year. financial statements of the latest quarter at the time of consolidation, merger, division or separation, draft charter of newly formed enterprises, draft consolidation or merger contract.
Procedures for merger, consolidation, division or separation of enterprises in which 100% charter capital is held by the State from June 2022?
What is the process of consolidation and merger of enterprises in which 100% capital is owned by the State?
Pursuant to Article 17 of Decree 23/2022/ND-CP stipulates as follows:
“Article 17. Process of consolidation and merger of enterprises
1. Process of consolidation and merger of enterprises established by decision of the Prime Minister:
a) The owner's representative agency directs one of the companies to be consolidated (in the case of consolidation) or the company receiving the merger (in the case of merger) to compile a dossier of application for consolidation or merger. according to the provisions of Article 16 of this Decree, give opinions on the consolidation or merger and send 06 sets of original dossiers to the Ministry of Planning and Investment for appraisal;
b) After receiving a complete dossier of application for enterprise consolidation or merger proposed by the owner's representative agency, the Ministry of Planning and Investment shall assume the prime responsibility for collecting opinions from the Ministry of Finance, the Ministry of Home Affairs, the Ministry of Investment and the Ministry of Planning and Investment. Law, Ministry of Labour, War Invalids and Social Affairs, Ministry of industry management and relevant agencies (in case of necessity).
Within 15 working days from the date of receipt of the application for consolidation or merger, relevant agencies shall send written opinions on contents under their management to the Ministry of Planning and Investment. Invest to compile and make appraisal reports;
c) Within 10 working days after receiving comments from relevant agencies, the Ministry of Planning and Investment shall submit to the Prime Minister a report on appraisal of the application for consolidation or merger of enterprises, and at the same time send it to the owner's representative agency to receive and explain appraisal opinions.
In case there are different opinions on the main contents of the Dossier, the Ministry of Planning and Investment shall hold a meeting with relevant agencies before submitting the appraisal report to the Prime Minister; the time may be extended by no more than 10 working days;
d) The owner's representative agency receives and explains the appraisal opinions of the Ministry of Planning and Investment, completes the dossier and submits it to the Prime Minister for consideration and decision.
2. Process of consolidation or merger of enterprises established under the decision of the owner's representative agency or assigned to manage:
a) Enterprises of which 100% charter capital is held by the State shall coordinate and agree to compile a dossier of application for consolidation or merger according to the provisions of Article 16 of this Decree, and submit it to the establishment decision or assigned agency. management review and decision;
b) Within 30 working days after receiving the application for consolidation or merger, the competent agency specified in Article 15 of this Decree shall appraise and approve the application and issue a decision on merger. First, mergers and acquisitions.
3. After a decision on consolidation or merger is issued, the legal representatives of the enterprises shall both sign the Consolidation and Merger Contract and be responsible for implementing the Consolidation and Merger Scheme.
Enterprises receiving merger and enterprises with 100% charter capital held by the State established on the basis of consolidation shall carry out enterprise registration procedures in accordance with law.”
Accordingly, the process of consolidation, merger, division and separation of enterprises in which 100% charter capital is held by the State is divided into two types: the process for enterprises established by decision of the Prime Minister and the process of established by the owner's representative agency. Carry out the division, separation, consolidation and merger of enterprises in which 100% charter capital is held by the State according to the above-mentioned process.
How to split up enterprises in which 100% charter capital is held by the State?
Pursuant to Article 18 of Decree 23/2022/ND-CP stipulates as follows:
“Article 18. Process of division and separation of enterprises
1. The process of division and separation of enterprises established by the Prime Minister's decision:
a) The owner's representative agency directs the enterprise to compile a dossier of application for division or separation according to the provisions of Article 16 of this Decree, and send 06 sets of original dossiers to the Ministry of Planning and Investment for appraisal;
b) After receiving a complete dossier of application for division or separation, the Ministry of Planning and Investment shall assume the prime responsibility for collecting opinions from the Ministry of Finance, the Ministry of Home Affairs, the Ministry of Justice, the Ministry of Labor, War Invalids and Social Affairs, the Ministry of Labor, War Invalids and Social Affairs. sector management and related agencies (in case of necessity).
Within 15 working days from the date of receipt of the application for division or separation, the relevant agencies shall send a written request to the Ministry of Planning and Investment for comments on the contents under their management.
c) Within 10 working days from the date of receipt of comments from relevant agencies, the Ministry of Planning and Investment shall submit an appraisal report to the Prime Minister, and at the same time send it to the owner's representative agency. to receive and explain appraisal opinions.
In case there are different opinions on the main contents of the Dossier, the Ministry of Planning and Investment shall hold a meeting with relevant agencies before submitting the appraisal report to the Prime Minister; the time may be extended by no more than 10 working days;
d) The owner's representative agency receives and explains the appraisal opinions of the Ministry of Planning and Investment, completes the dossier and submits it to the Prime Minister for consideration and decision on the division or separation.
dd) After a decision on division or separation is issued, the enterprise established by the Prime Minister's decision shall be responsible for implementing the division and separation scheme.
2. Procedures for division and separation of enterprises in which 100% of charter capital is held by the State, established under the decision of the owner's representative agency or assigned to be managed:
a) Enterprises make 04 sets of original dossiers of application for division or separation specified in Article 16 of this Decree and send them to the owner's representative agency for appraisal;
b) After receiving a complete dossier of application for division or separation, the owner's representative agency shall assume the prime responsibility for collecting opinions from the Ministry of Planning and Investment, the Ministry of Finance, and the line management ministry (in the case of an enterprise owned by the State Government). country holding 100% of the charter capital established by decision of the provincial People's Committee).
Within 10 working days from the date of receipt of the dossier, the relevant agencies shall send written comments on the contents under their management to the representative agency of the owner.
c) Within 10 working days after receiving comments from relevant agencies, the agency representing the owner shall make an appraisal report and submit it to the Prime Minister for consideration and approval of the policy.
d) The owner's representative agency shall issue a decision on division or separation of the enterprise within 30 working days from the date on which the Prime Minister approves the policy.
dd) After a decision on division or separation is issued, the enterprise shall be responsible for implementing the scheme on division and separation.
3. Enterprises established on the basis of division or separation shall carry out enterprise registration procedures in accordance with law.”
Thus, the process of dividing and separating enterprises in which 100% charter capital is held by the State is divided into the establishment decision-making authority of the Prime Minister and the establishment decision issued by the owner's representative agency.
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