Chương 6 Luật hợp tác xã 1996: Hợp nhất, chia tách, giải thể, phá sản hợp tác xã

Chapter VI

MERGER, SPLITTING, DISSOLUTION, BANKRUPTCY OF THE COOPERATIVE

Article 44.- Merger or splitting of the cooperative

The Congress of cooperative members shall decide to merge two or more cooperatives into one cooperative, or to break up one cooperative into two or more cooperatives.

Article 45.- Procedures for merger and splitting of the cooperative

1. The Managing Boards of the cooperatives which wish to merge, or the cooperative which wishes to split shall:

a) Establish a Council to settle the merger or splitting. The Merger Council shall comprise the Managers of the cooperatives which wish to merge; the Splitting Council shall comprise the Manager of the cooperative which wishes to split and the representatives of the cooperatives to be formed. The Councils shall have to hold discussion and consultation in order to reach agreement on settling the issues related to the merger or splitting of the cooperatives; establish the dossiers applying for the merger or splitting of the cooperatives; to perform the tasks of the preparatory boards of new cooperatives.

b) Elaborate plans on handling assets, capital, funds, organization, and personnel in case of merger or splitting, which shall be decided by the Congress of cooperative members; map out the orientation of production, business, services; draft the new Statute of the cooperative which shall be decided by the Congress of cooperative members;

c) Convene the Congress of cooperative members to decide the plans to settle assets, capital, funds, organization, and personnel when the cooperatives are merged or split; and take the steps as provided for in Clauses 2 and 3, Article 13 of this Law;

d) Inform in writing creditors, organizations and individuals having economic ties with the cooperative of the decision on merger or splitting, and settle related economic issues;

dd) Submit the dossiers applying for the merger or splitting of the cooperatives to the People's Committees that has awarded the business licenses, comprising:

- The application for the merger or splitting of the cooperative;

- The resolution of the Congress of cooperative members on merger or splitting of the cooperative;

- Plans on the settlement of issues related to the merger or splitting that have been discussed with the creditors, the organizations or individuals having economic ties with the cooperatives;

- The Statute of the newly merged cooperative or the Statutes of the cooperatives newly formed by splitting.

2. Within thirty days from the date of receipt of the dossiers applying for merger or splitting, the People's Committee that has awarded the business licenses shall announce its approval or disapproval of the merger or splitting of the cooperatives. If they disagree with the decision on disapproval of the merger or splitting of the cooperatives, the cooperatives are entitled to lodge complaints, initiate a lawsuit to the competent State agencies for settlement in accordance with provisions of law.

The People's Committee that awards the business licenses to the merged or split cooperatives shall recover the licenses of the cooperatives which have been merged or split; the competent State agencies shall recover the seals of the cooperatives that have been merged or split. The registration of business of the newly merged or split cooperatives shall comply with provisions of Chapter II of this Law.

3. The merged or divided cooperatives having branches or representative offices shall inform the People's Committees that have permitted the opening of such branches and offices of the decisions on merger or splitting, and of the continuation or termination of operation of such branches and representative offices.

Article 46.- Dissolution of the cooperative

1. Voluntary dissolution.

In case of voluntary dissolution under the resolution of the Congress of cooperative members, the cooperative shall submit an application for dissolution and the resolution of the Congress of cooperative members to the People's Committee that has awarded the business registration certificate to the cooperative, and at the same time publish in local newspapers for three consecutive issues the application for dissolution and the time limit for debt payment and liquidation of contracts.

Within thirty days from the expiration of the duration of debt payment and contract liquidation date, the People's Committee that receives the application shall issue a notice about its approval or disapproval of the application for dissolution of the cooperative.

Within thirty days from the date of receipt of the notice of approval of the application for dissolution by the People's Committee, the cooperative shall pay for the costs of dissolution, return the shares to the cooperative members and other payments which are their due in accordance with the Statute of the cooperative.

2. Compulsory dissolution

The People's Committee that has awarded business registration certificates shall be entitled to decide the compulsory dissolution of a cooperative in the following cases:

a) After twelve months from the date of award of the business license, the cooperative still fails to operate;

b) The cooperative has not operated for twelve consecutive months;

c) For six months in a row, the membership of the cooperative does not reach the minimum provided for in the Model Statute of each type of cooperative;

d) For eighteen consecutive months, the cooperative fails to organize its regular Congress of cooperative members without a plausible reason;

dd) Other cases as provided for by law.

3. The People's Committee that issues the decision on compulsory dissolution shall establish a Dissolution Council and appoint its Chairperson to organize the dissolution of the cooperative.

The Dissolution Council shall publish in local newspapers on three consecutive issues the decision on dissolution of the cooperative; announce the steps, procedures and time limit for debt payment, contract liquidation, asset liquidation, return of contributed capital to the cooperative members and settlement of their other relevant interests.

The maximum time limit for debt payment, contract liquidation shall be one hundred and eighty days from the date of the first announcement in the newspapers.

4. From the date on which the cooperative receives the notice of dissolution, the People's Committee that has awarded the business license shall have to recover the license and cross out the name of the cooperative in the license registration book; the cooperative shall have to immediately remit its seal to the competent State agency.

5. If the cooperative disagrees with the decision by the People's Committee on dissolution of the cooperative, it shall be entitled to lodge a complaint or initiate a lawsuit to the competent State agencies for settlement in accordance with provisions of the law.

Article 47.- Handling of the request of a cooperative to declare bankruptcy

The request to declare bankruptcy of a cooperative shall be handled in accordance with the law on bankruptcy of enterprises.