Chương 8 Luật doanh nghiệp nhà nước 2003: Chuyển đổi sở hữu công ty nhà nước

Chapter VIII

CONVERSION OF OWNERSHIP OF STATE COMPANIES

Article 80.- Forms of ownership conversion

The State companies shall have their ownership conversed in the following forms:

1. Equitization of State companies;

2. The total sale of State companies;

3. Partial sale of State companies to set up limited liability companies with two or more members, including one member being the representative of the owner of the State capital portion;

4. Assignment of State companies to the labor collectives for transformation into joint-stock companies or cooperatives.

Article 81.- Types of State companies subject to ownership conversion

1. State companies operating in branches and domains where the State needs not to hold 100% charter capital shall be subject to the ownership conversion forms prescribed in Article 80 of this Law.

2. The Government shall prescribe the criteria for identification of branches and domains where the State needs not to hold 100% charter capital in enterprises; holds dominant shares or contributed capital; partially holds the capital; does not hold the State capital; types of State companies to be assigned or sold to labor collectives of the companies.

3. The Prime Minister shall decide on the list, classification, plans for, and forms of ownership conversion, of State companies.

Article 82.- Objectives of ownership conversion of State companies

The ownership conversion of State companies aims:

1. To restructure the ownership of State companies where the State needs not to continue holding 100% of their charter capital so as to use more efficiently the assets invested by the State in the companies;

2. To additionally mobilize sources of investment capital of individuals and organizations inside and outside the companies in order to form companies with various sources of owners’ capital for investment in production expansion, technological renewal, higher competitiveness of the companies;

3. To create conditions for laborers to contribute capital and become the real masters of the companies and have jobs.

Article 83.- Competence to select companies, to approve ownership conversion plans, approve companies’ values and to decide the ownership conversion

1. Basing themselves on the provisions of Article 81 of this Law, the ministers, the heads of ministerial-level agencies, the heads of Government-attached agencies and the presidents of provincial-level People’s Committees shall select and decide forms of ownership conversion of State companies.

2. The ministers, the heads of ministerial-level agencies, the heads of Government-attached agencies and the presidents of provincial-level People’s Committees shall organize the valuation of the companies; decide on the values of the companies and approve plans for ownership conversion of companies under their respective management. The adjustment of companies’ values to be lower than the values inscribed in the accounting books shall be guided by the Government.

3. The order and procedures for ownership conversion of State companies shall be stipulated by the Government.

Article 84.- Rights of ownership-converted companies

1. To enjoy preferences prescribed for newly set up companies under the provisions of legislation on investment encouragement.

2. To be exempt from registration tax on conversion of ownership over the assets of the State companies into the ownership of share purchasers, company purchasers.

3. To be entitled to continue with the land rent contracts of the former companies under the provisions of land legislation.

4. To be entitled to continue borrowing capital at commercial banks, financial companies and/or other credit institutions of the State according to the mechanism and interest rates applicable to State companies within the time limits prescribed by the Government.

5. Purchasers of State companies which have suffered prolonged losses are entitled to price discount if they continue to maintain the companies for production and business, re-employ the entire laborers of the companies and ensure jobs for them within the time limits prescribed by the Government, except for cases where laborers voluntarily terminate their labor contracts. The price discount levels shall be prescribed by the Government.

6. Other interests and preferences as prescribed by law.

Article 85.- Rights of laborers in ownership-converted State companies

The laborers in the ownership-converted State companies shall have the following rights:

1. To maintain and develop welfare funds in kind under the ownership of the labor collectives, which are managed by trade union organizations of the companies;

2. To be entitled to use the welfare funds and reward funds in money (if any) divided to laborers for purchase of shares;

3. To be given priority in purchase of the companies, purchase of shares under the Government’s regulations;

4. Other interests as prescribed by law.

Article 86.- The State’s guarantee for share purchasers, State-company purchasers or assignees

The ownership rights and all legitimate rights of organizations and/or individuals that buy shares at the equitized companies, buy or are assigned companies shall be protected by the State according to law provisions.