Chương 6 Luật hợp tác xã 2012: Chia, tách, hợp nhất, sáp nhập, giải thể, phá sản hợp tác xã, liên hiệp hợp tác xã

Chapter VI

SPLIT, SEPARATION, CONSOLIDATION, MERGER, DISSOLUTION AND BANKRUPTCY OF COOPERATIVES AND UNIONS OF COOPERATIVES

Article 52. Split and separation of cooperatives and unions of cooperatives

1. The Board of Directors of a cooperative or union of cooperatives planning the split or separation shall develop a split or separation plan for submission to the general meeting of members for decision.

2. After the general meeting of members has decided on the split or separation, the Board of Directors shall notify in writing creditors, organizations and individuals that have economic relations with the cooperative or union of cooperatives of the decision on the split or separation and settle relevant issues before carrying out the procedures for establishment of a new cooperative or union of cooperatives.

3. The cooperative or union of cooperatives split or separated shall implement the split or separation plan as decided and carry out the procedures for establishment in accordance with Article 23 of this Law.

The dossier for registration of the split or separated cooperative or union of cooperatives must be accompanied by a resolution of the general meeting of members concerning the split or separation of the cooperative or union of cooperatives.

4. The split cooperative or union of cooperatives shall terminate its existence after the new cooperatives or unions of cooperatives are issued certificates of registration. The new cooperative or union of cooperatives shall take joint responsibility for the unpaid debts, labor contracts and other obligations of the split cooperative or union of cooperatives.

The separated and separating cooperatives or unions of cooperatives shall take joint responsibility for the unpaid debts, labor contracts and other obligations of the separated cooperative or union of cooperatives.

The undivided assets of the split or separated cooperatives or unions of cooperatives must be converted into undivided assets of the cooperatives or member cooperatives after the split or separation under the plan decided by the general meeting of members.

Article 53. Consolidation or merger of cooperatives and unions of cooperatives

1. Consolidation of cooperatives or unions of cooperatives:

a/ Two or more cooperatives may voluntarily be consolidated into a new cooperative; two or more unions of cooperatives may voluntarily be consolidated into a new union of cooperatives;

b/ The Boards of Directors of the cooperatives or unions of cooperatives planning for consolidation shall develop a consolidation plan for submission to their general meetings of members and notify in writing creditors, organizations and individuals having economic relations with their cooperatives or unions of cooperatives of the consolidation decisions.

A consolidation plan includes the plan for handling of assets, capital, debts, labor and other relevant issues;

c/ The Boards of Directors of the cooperatives or unions of cooperatives planning for consolidation shall establish the consolidation boards which must develop consolidation plans for submission to the general meetings of the consolidated cooperatives or unions of cooperatives for decision. A consolidation plan includes such main contents as the name, head office, plan for handling of assets, capital, debts, labor and other remaining issues of the consolidated cooperatives or unions of cooperatives to the new cooperative or union of cooperatives, the business and production plan, draft charter, and expected list of members or member cooperatives;

d/ The procedures for registration of consolidated cooperatives or unions of cooperatives complies with Article 23 of this Law.

2. Merger of cooperatives or unions of cooperatives:

a/ One or more than one cooperative may voluntarily be merged into another cooperative; one or more than one union of cooperatives may voluntarily be merged into another union of cooperatives;

b/ The Board of Directors of a cooperative or union of cooperatives to be merged shall develop a merger plan for submission to its general meeting of members and notify in writing creditors, organizations and individuals having economic relations with its cooperative or union of cooperatives of the merger decision. The merger plan includes the plan for handling of assets, capital, debts, labor and other relevant issues;

c/ The Board of Directors of a cooperative or union of cooperatives planning its merger shall negotiate the merger plan. The merger plan includes such major contents as plan for handling assets, capital, liabilities and labor and the remaining issues of the merged cooperative or union of cooperatives;

d/ The cooperative or union of cooperatives after the merger shall register for change as prescribed in Article 28 of this Law.

3. After registration, the consolidated cooperatives or unions of cooperatives shall cease to exist. After registration of the change, the merged cooperatives or unions of cooperatives cease to exist.

Article 54. Dissolution of cooperatives and unions of cooperatives

1. Voluntary dissolution:

The general meeting of members or member cooperatives shall decide on voluntary dissolution and establishment of a voluntary dissolution board which comprises representatives of the Board of Directors, Control Board or controller, executive committee and representatives of members or member cooperatives.

Within 60 days from the date the general meeting of members issues a resolution on voluntary dissolution, the voluntary dissolution board shall perform the following tasks:

a/ Notifying the dissolution to the state agency which has issued the certificate of registration to the cooperative or union of cooperatives; publishing on a newspaper of the locality in which the cooperative or union of cooperatives is operating on 3 consecutive issues an announcement on the dissolution;

b/ Notifying organizations and individuals which have economic relations with the cooperatives or union of cooperatives of the time limits for payment of debts, liquidation of contracts and handling of assets and capital of the cooperative or union of cooperatives as prescribed in Article 49 of this Law.

2. Compulsory dissolution:

The People’s Committees at the same level with the state agency which has issued the certificate of registration to the cooperative or union of cooperatives shall make a decision on compulsory dissolution of the cooperative or union of cooperatives in one of the following cases:

a/ The cooperative or union of cooperatives fails to operate for 12 consecutive months;

b/ The cooperative or union of cooperatives fails to ensure sufficient minimum number of members prescribed by this Law within 12 consecutive months;

c/ The cooperative or union of cooperatives cannot hold an annual general meeting of members within 18 consecutive months without any reason;

d/ Having its certificate of registration revoked;

e/ By decision of the court.

3. The procedures for compulsory dissolution for a cooperative or union of cooperatives:

a/ The People’s Committee at the same level with the state agency which has issued the certificate of registration to the cooperative or union of cooperatives shall make a decision on dissolution and establish a dissolution board. The chairman of the dissolution board is the representative of the Peoples’ Committee; the standing member is the representative of the state agency which has issued the certificate of registration; other members are representatives of the specialized state agency at the same level, the representative organization or alliance of cooperatives of the province and centrally run city (if the cooperative or union of cooperatives is a member of the alliance), the People’s Committee of the commune, ward or township in which the cooperative or union of cooperatives has its head office, the Board of Directors, Control Board or controller, and members or member cooperatives;

b/ A dossier of compulsory dissolution comprises the decision on compulsory dissolution and certificate of registration of the cooperative or union of cooperatives;

c/ Within 60 days from the date of issuance of the decision on compulsory dissolution, the dissolution board shall publish the decision on compulsory dissolution on a newspaper of the locality in which the cooperative or union of cooperatives has registered on three consecutive issues; notify organizations and individuals having economic relations with the cooperative or union of cooperatives of the dissolution and time limits for debt payment, liquidation of contracts and handling of assets and capital of the cooperative or union of cooperatives as prescribed in Article 49 of this Law.

4. Right after the completion of the dissolution as prescribed in Clauses 1 and 2 of this Article, the dissolution board shall submit 1 set of dossier of dissolution, seal and original certificate of registration of the cooperative or union of cooperatives to the agency that has issued the certificate of registration. The handling of other documents must comply with law.

5. The state agency having issued the certificate of registration to the cooperative or union of cooperatives shall erase the name of the cooperative or union of cooperatives in the registration book.

6. In case of disagreement with the decision on compulsory dissolution, the cooperative or union of cooperatives may make a complaint to a competent state agency or initiate a lawsuit at a court in accordance with law.

7. The Government shall detail this Article.

Article 55. Settlement of bankruptcy declaration requests for cooperatives and unions of cooperatives

The settlement of bankruptcy for cooperatives or unions of cooperatives must comply with the law on bankruptcy, except for handling of undivided assets prescribed in Clause 2, Article 48 of this Law.

Article 56. Revocation of registration certificates of cooperatives and unions of cooperatives

A cooperative or union of cooperatives may have its registration certificate revoked in one of the following cases:

1. Dissolution, bankruptcy, consolidation or merger;

2. Contents declared in its registration dossier are untruthful or inaccurate;

3. Taking advantage of the name of the cooperative or union of cooperatives for illegal operation;

4. Operating in business lines prohibited by law;

5. Operating in conditional business lines but lacking conditions as prescribed by law.

6. Failing to register its tax identification number within 1 year from the issuance of the certificate of registration;

7. Relocating the head office to another locality without registration with a competent state agency within 1 year.