The Government has just issued Decree No. 89/2024/ND-CP on converting state-owned enterprises established and operating under the Law on State-owned Enterprises into single-member limited liability companies organized and operating under the provisions of the Law on Enterprises.
According to the Decree, the subjects of application are: Enterprises established and operating under the provisions of the Law on State-owned Enterprises that have not been converted into single-member LLCs, including:
a) Enterprises established by decisions of ministries, ministerial-level agencies, government agencies, People's Committees of provinces and centrally run cities or assigned for management (hereinafter referred to as state-owned companies);
b) Enterprises established by a single-member limited liability company with 100% state-owned charter capital or assigned to manage (hereinafter referred to as unconverted subsidiaries).
Principles of conversion implementation
Principle of inheritance of rights and obligations: A single-member limited liability company inherits all legal rights and interests of the state-owned company or subsidiary that has not been converted; and is allowed to use all assets, labor, and land area currently managed by the converted company to organize production and business in accordance with the provisions of law.
A single-member limited liability company is responsible for the obligations of a state-owned company or an unconverted subsidiary, including: unpaid debts, labor contracts, obligations in land management and use according to land law, and other obligations and responsibilities.
Enterprises are obliged to declare their business registration dossiers in accordance with the information approved by competent authorities in the Decision on converting state-owned enterprises and unconverted subsidiaries into single-member limited liability companies.
The competent authority deciding on the conversion is responsible for the information approved in the Conversion Decision. For information not included in the Conversion Decision, the enterprise is responsible for the legality, honesty and accuracy of the information declared by the enterprise itself.
Enterprises are not required to stamp the application for business registration. Stamping of other documents in the business registration dossier shall comply with the provisions of relevant laws.
Converting a state-owned company into a single-member LLC with 100% state-owned charter capital
The Decree clearly states that the owner's representative agency decides to convert the state-owned company it decides to establish or is assigned to manage into a single-member limited liability company in which the State holds 100% of the charter capital.
The conversion procedure is as follows:
State-owned enterprises shall develop a conversion project according to the prescribed contents; the charter of a single-member limited liability company in which the State holds 100% of the charter capital shall be submitted to the owner's representative agency for consideration and approval.
Based on the proposal of the state-owned company, the owner's representative agency issues a Conversion Decision.
After the owner's representative agency issues the Conversion Decision, the state-owned company submits the conversion registration dossier to the provincial-level Business Registration Office where the company has its head office.
Within 03 working days from the date of receiving the dossier, the Business Registration Authority shall be responsible for reviewing the validity of the business registration dossier and issuing a Business Registration Certificate to the enterprise, updating information in the National Database on Business Registration. In case the dossier is invalid, the Business Registration Authority shall be responsible for notifying in writing the contents that need to be amended or supplemented to the state-owned enterprise. In case of refusal to issue a Business Registration Certificate, it shall notify in writing the state-owned enterprise and state the reasons.
This Decree comes into force from September 1, 2024.
Source: https://phunuvietnam.vn/quy-dinh-ve-chuyen-doi-cong-ty-nha-nuoc-thanh-vien-20240718210414382.htm
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