From June 1, 2022, what are the conditions for enterprises in which 100% of charter capital is held by the State to merge, consolidate, split or split?
- Regulations on consolidation, merger, division and separation of enterprises in which 100% charter capital is held by the State?
- Conditions for conducting consolidation, merger, division or separation of enterprises in which 100% charter capital is held by the State?
- Which agency is competent to merge, merge, divide or separate enterprises in which 100% charter capital is held by the State?
Regulations on consolidation, merger, division and separation of enterprises in which 100% charter capital is held by the State?
Pursuant to Article 13 of Decree 23/2022/ND-CP stipulates as follows:
“Article 13. Consolidation, merger, division and separation of enterprises
1. Consolidation of enterprises in which 100% charter capital is held by the State:
Two or more enterprises with 100% charter capital held by the State (hereinafter referred to as the consolidated company) may merge into one enterprise with 100% new charter capital held by the State (after this is called a consolidated company), and at the same time terminates the existence of the consolidated companies.
2. Merger of enterprises in which 100% charter capital is held by the State:
One or several enterprises of which 100% charter capital is held by the State (hereinafter referred to as the merged company) may merge into another enterprise in which 100% charter capital is held by the State (hereinafter referred to as the merged company). is the merging company) by transferring all legal assets, rights, obligations and interests to the merged company, and at the same time terminating the existence of the merged company.
3. Division of enterprises in which 100% charter capital is held by the State:
An enterprise with 100% charter capital held by the State may divide the assets, rights and obligations of the existing company (hereinafter referred to as the divided company) to establish two or more State-owned enterprises. hold 100% of the new charter capital, and at the same time terminate the existence of the divided company.
4. Separation of enterprises in which 100% charter capital is held by the State:
An enterprise of which 100% charter capital is held by the State may be separated by transferring part of the assets, rights and obligations of the existing company (hereinafter referred to as the separated company) to establish one or several enterprises in which 100% charter capital is held by the State (hereinafter referred to as the separated company) without terminating the existence of the separated company.”
Accordingly, enterprise consolidation is a case in which two or more enterprises with 100% charter capital held by the State merge together into one new enterprise and terminate the existence of the consolidated enterprises. Enterprise merger is a case in which one or several enterprises with 100% charter capital held by the State merge into another State owned enterprise with 100% charter capital. Separation of an enterprise is a case in which an enterprise in which 100% charter capital is held by the State splits existing assets, interests and obligations into one or more enterprises in which 100% charter capital is held by the State. Enterprise division means an enterprise in which 100% charter capital is held by the State, dividing its assets, rights and obligations into one or more other enterprises and terminating the existence of the original enterprise.
From June 1, 2022, what are the conditions for enterprises in which 100% of charter capital is held by the State to merge, consolidate, split or split?
Conditions for conducting consolidation, merger, division or separation of enterprises in which 100% charter capital is held by the State?
Pursuant to Article 14 of Decree 23/2022/ND-CP stipulates as follows:
“Article 14. Conditions for consolidation, merger, division or separation of enterprises
Enterprises in which 100% of charter capital is held by the State may be consolidated, merged, divided or separated when fully meeting the following conditions:
1. The merger, consolidation, division or separation of an enterprise must conform to the document on enterprise arrangement and renewal approved by the Prime Minister. If not specified in these documents, the agency representing the owner must submit it to the Prime Minister for consideration and decision.
2. Newly formed enterprises after division or separation must satisfy the same conditions as for establishment of enterprises specified in Article 4 of this Decree.
3. Enterprise consolidation or merger must comply with the provisions of the Competition Law on business consolidation and merger.”
Thus, in order to conduct consolidation, merger, division or separation of enterprises in which 100% charter capital is held by the State, they must meet the above conditions.
Which agency is competent to merge, merge, divide or separate enterprises in which 100% charter capital is held by the State?
Pursuant to Article 15 of Decree 23/2022/ND-CP stipulates as follows:
“Article 15. Competence to issue decisions on consolidation, merger, division or separation of enterprises
1. In case of consolidation, merger, division or separation of an enterprise established by the same individual or agency or assigned to manage (hereinafter referred to as the agency or individual that decided to establish), The agency or individual that decides to establish an enterprise shall issue a decision on consolidation, merger, division or separation of the enterprise.
2. In the case of merger of enterprises established by decisions of different individuals or agencies, the individual or agency that decided to establish the merging company shall issue a merger decision on the basis of agreed upon opinions. written consent of the agency or individual that decided to establish the merged company. In case the company that receives the merger or is merged is an enterprise established by the Prime Minister's decision, the Prime Minister shall issue the merger decision.
3. In the case of consolidation of enterprises established by decisions of different individuals or agencies, the agency assigned by the Prime Minister to exercise the rights and perform the obligations of the representative of the owner of the consolidating company shall issue a decision. consolidation. In case of consolidation of enterprises established by decision of the Prime Minister, the Prime Minister shall issue a decision on consolidation.”
Thus, individuals or agencies that decide to establish an enterprise have the right to decide on consolidation, merger, division or separation of enterprises established by that individual or agency. In case of merger with enterprises established by decision of the Prime Minister, the Prime Minister shall have the authority to decide on merger.
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