Chương IV Luật Quản lý, sử dụng vốn Nhà nước đầu tư vào sản xuất, kinh doanh tại doanh nghiệp 2014: Cơ cấu lại vốn nhà nước tại doanh nghiệp

Chapter IV

RESTRUCTURING OF STATE CAPITAL IN THE ENTERPRISE

Article 36. Restructuring of state capital in the enterprise

1. Pursuant to the scope of investment of state capital in business establishment stipulated in Article 10 hereof, the Government shall regulate the roadmap for the divestment of state capital out of the enterprise, which must conform to the strategy and plan for socio-economic development and sector development.

2. The enterprise of which 100% charter capital is not held by the State shall be required to restructure the state capital in that enterprise in accordance with regulations laid down in Article 37, 38 and 39 hereof.

3. Divesting the State capital of the enterprise must serve the purpose of reinvestment and enhancement of efficiency in the operating activities of the enterprise of which 100% charter capital is held by the State.

4. Domestic or foreign investors shall be attracted to get involved in the enterprise's manufacturing and business activities when the restructuring of such enterprise occurs.

5. The restructuring of state capital in the enterprise shall be carried out in the following forms:

a) Ownership transformation and corporate rearrangement;

b) Transfer of the right to act as the representative of state ownership in the enterprise;

c) Disposal of state investment in joint-stock companies and multiple-member limited liability companies.

Article 37. Ownership transformation and corporate rearrangement

1. The enterprise shall be entitled to transform its ownership in the following forms:

a) Equitization;

b) Sale of the whole of the enterprise;

c) Sale of a part of state investment in joint-stock companies and multiple-member limited liability companies.

2. The restructuring of the enterprise shall be carried out in the following forms:

a) Corporate consolidation, merger and separation;

b) Corporate dissolution and bankruptcy.

Article 38. Transfer of the right to act as the representative of state ownership in the enterprise;

1. Transfer principles:

a) Do not cause any impact on manufacturing and trading activities of the enterprise’s core businesses;

b) Maintain payment capability and secure obligations to pay debts of the enterprises;

c) Do not make a reduction in the charter capital of the enterprise that carries out the ownership transfer of a part of capital and assets between enterprises.

2. Cases in which such transfer shall be carried out shall include:

a) Transfer occurring between the owner’s representative agencies;

b) Transfer of a part of capital and assets between enterprises;

c) Transfer of public investment projects and works from project management units to enterprises;

d) Transfer of state investment in the enterprise occurring between the owner's representative agency and enterprises specializing in state capital investment and business.

Article 39. Disposal of state investment in joint-stock companies and multiple-member limited liability companies.

1. Disposal principles:

a) Conform to classification requirements stipulated by laws;

b) Stick to the principles of market, disclosure and transparency;

c) Disposal of capital pertaining to land title must comply with the law on land.

2. Modalities of this disposal:

a) Disposal of state investment in multiple-member limited liability companies shall be carried out in compliance with legal regulations on enterprises;

b) Disposal of state investment in joint-stock companies whose stocks are listed on the stock exchange market shall conform to legal regulations on securities;

c) Disposal of state investment in joint-stock companies whose stocks have yet to be listed on the stock exchange market shall be carried out through the open auction. In case the open auction is not successful, the competitive bidding shall be in place. In case the competitive bidding is failed, the method agreed by interested parties shall be in place.