Dissolution of wholly state-owned enterprises from June 2022?
Conditions for dissolution of wholly state- owned enterprises ?
Pursuant to Article 39 of Decree 23/2022/ND-CP stipulates as follows:
“Article 39. Conditions for enterprise dissolution
1. An enterprise with 100% charter capital held by the State shall be considered for dissolution in the following cases:
a) The certificate of enterprise registration is revoked, unless otherwise provided for by the Law on Tax Administration;
b) The enterprise shows signs of financial insecurity and is placed under special financial supervision after the expiration of the time limit for applying the remedial plan or restructuring plan but fails to restore its production activities. doing business and failing to carry out other forms of ownership conversion or rearrangement as prescribed by law;
c) Failing to perform the tasks assigned by the State for 2 consecutive years after applying necessary measures;
d) It is not necessary to continue maintaining the business;
dd) The operation term stated in the company's charter expires without any extension.
2. An enterprise may only be dissolved when it ensures payment of all debts and other property obligations and is not in the process of dispute settlement at a court or arbitration body. The relevant manager and the enterprise specified at Point a, Clause 1 of this Article are jointly responsible for the debts of the enterprise.
3. The dissolution of an enterprise must be consistent with the document on enterprise arrangement and renewal approved by the Prime Minister. In case the dissolution has not been approved by the Prime Minister in the document on reorganization and renewal of the enterprise, the owner's representative agency shall submit it to the Prime Minister for consideration and decision (except in the case of dissolution of the enterprise when the Certificate of Business Registration is revoked or the operation period stated in the company's charter expires without any extension).
In case the dissolution conditions mentioned above are no longer satisfied or the owner has fallen into bankruptcy, the owner's representative agency shall report to the Prime Minister for consideration and decision on another form of arrangement or bankruptcy.”
Accordingly, a wholly state- owned enterprise may only be dissolved in one of the following cases:
- The certificate of enterprise registration is revoked;
- The enterprise shows signs of financial insecurity;
- Failing to perform tasks for 2 consecutive years after taking necessary measures;
- End of operation period according to the Charter without extension.
Dissolution of wholly state-owned enterprises from June 2022?
Agency with competent authority to decide on dissolution of wholly state- owned enterprises?
Pursuant to Article 40 of Decree 23/2022/ND-CP stipulates:
“Article 40. Authority to request dissolution and decide to dissolve enterprises
1. Competence to request enterprise dissolution:
a) Enterprises in which 100% of charter capital is held by the State;
b) Owner's representative agency;
c) The inspection, audit, tax or other functional agencies of the State, when performing their tasks according to their competence, discover that the enterprise has fallen into a state of dissolution.
2. Competence to decide on enterprise dissolution:
a) For enterprises established by decision of the Prime Minister, the Prime Minister shall decide to dissolve on the basis of the request of the agency representing the owner and opinions of the Ministry of Planning and Investment of Vietnam and the Ministry of Finance of Vietnam, Ministry of Home Affairs of Vietnam, Ministry of Justice of Vietnam, Ministry of Labor of Vietnam, War Invalids and Social Affairs of Vietnam, and line ministries.
b) For enterprises established by decision of the agency representing the owner or assigned to manage, the agency representing the owner shall decide to dissolve the enterprise.”
Accordingly, which agency decides to establish a wholly state-owned enterprise will have the authority to decide on the dissolution of the enterprise.
Process of dissolution of wholly state- owned enterprises?
Pursuant to Article 41 of Decree 23/2022/ND-CP stipulates as follows:
“Article 41. Enterprise dissolution process
1. Within 30 working days from the date of determining that the enterprise falls into one of the cases of consideration for dissolution specified in Article 39 of this Decree, the person competent to decide on the dissolution of the enterprise shall issue a decision on dissolution. and set up a Dissolution Council to take steps to dissolve the enterprise.
2. Persons competent to issue decisions on dissolution of enterprises according to the contents specified in Article 42 of this Decree.
3. After the dissolution decision is issued:
a) The dissolution council is responsible for implementing the provisions of Article 43 of this Decree;
b) Enterprises are responsible for implementing the provisions of Article 45 of this Decree;
c) The tax authority directly managing the tax collection shall issue a written certification of the enterprise's fulfillment of tax obligations within 5 working days from the date of receipt of the written request for certification of the tax payment. the tax liability of the business.
4. The dissolution council automatically terminates its operation when the enterprise has completed the dissolution procedures as prescribed by law and the business registration agency changes the legal status of the enterprise in the national database on business registration to the dissolved state.”
Accordingly, within 30 days after determining that an enterprise in one of the cases considered for dissolution, the competent person to decide on dissolution must issue a dissolution decision and set up a dissolution Council.
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