Chương 2 Nghị định 101/2009/NĐ-CP: Thành lập tập đoàn kinh tế nhà nước

Chapter II

ESTABLISHMENT OF STATE ECONOMIC GROUPS

Article 9. Mode of establishment of state economic groups

The Prime Minister decides on the establishment of state economic groups on the basis of state corporations and companies which satisfy the conditions specified in Article 10 of this Decree.

Article 10. Conditions on establishment of state economic groups

A state economic group planned to be established must satisfy the following conditions:

1. Having a main business line as specified in Article 3 of this Decree and the potential for development on the basis of the main business line and related business lines;

2. Satisfying the conditions on the business line structure specified in Article 16 of this Decree;

3. The parent company must satisfy the following conditions:

a/ Its charter capital is at least equal to the minimum capital level prescribed for parent companies of state economic groups in each business sector or industry under the Prime Minister's decisions:

b/ It is staffed with persons who are professionally qualified and experienced and capable of conducting the main business line and related business lines, managing investment capital and administering, managing and coordinating operations of member enterprises and associated enterprises;

c/ It is capable of utilizing technological know-how, brands and markets to control affiliate companies and associate with other associated enterprises;

d/ Having financial resources or worked out feasible plans to mobilize financial resources, ensuring investment of sufficient capital in affiliate companies and other associated enterprises.

4. Enterprises intending to become members of state economic groups may transform themselves or work out transformation plans or must have transformed themselves into or made business registration as joint-stock companies or limited liability companies under the Law on Enterprises.

Article 11. Order of and procedures for elaboration and implementation of schemes on establishment and development of state economic groups

1. Permission for scheme elaboration: Pursuant to the Government's regulations on sectors and industries in which state economic groups will be established on a pilot basis, the Prime Minister shall decide on agencies or organizations responsible for elaborating schemes on pilot establishment of state economic groups.

2. Elaboration and submission of schemes: Agencies or organizations tasked by the Prime Minister to elaborate schemes on pilot establishment of state economic groups shall organize the elaboration of these schemes and gather opinions of ministries specified at Point d of this Clause on these schemes, then submit them to the Prime Minister for approval. A dossier of a scheme to be submitted to the Prime Minister for approval comprises:

a/ A report on the scheme on establishment of a state economic group;

b/ The scheme on establishment of a state economic group.

A scheme must contain the following principal details: The necessity and objectives of establishment of the state economic group; actual organization, management and operation of the state corporation; structure of member enterprises and associated enterprises; method of building, maintenance and development of forms of association between the corporation or parent company and member enterprises and associated enterprises; method of formation of the parent company; legal states, name and organizational and managerial structure of the parent company; names, legal states and organizational structures of member enterprises; the main business line and related business lines; structure of investment in the main business line, related business lines and unrelated business lines within the group; plan on use and development of leading and managerial human resources in the parent company; the human resource to function as the representative of the parent company's owner at member enterprises; plan on arrangement and use of human resources; plan on business operation of the group after its establishment; strategic orientations for long-term development of the group; organization, management and governance within the group; the representative of the state owner at the parent company of the group; proposals to the state owner in the formation of the group; and plan and schedule on the transformation, formation of the group;

c/ Draft charter of the parent company of the group;

d/ Comments of the Ministry of Planning and Investment, the Ministry of Finance, the Justice Ministry, the line ministry (in case the scheme submitter is a corporation established under the Prime Minister's decision), the Ministry of Home Affairs and the Ministry of Labor, War Invalids and Social Affairs, on the scheme.

3. Approval of schemes: The Prime Minister shall consider and decide to approve schemes on establishment of state economic groups. A decision approving a scheme on establishment of a state economic group must clearly detail the supervision of the scheme implementation and responsibilities of agencies, organizations and individuals for the supervision and settlement of problems arising from the scheme implementation and the adjustment of the scheme (when necessary).

4. Implementation of schemes on establishment of state economic groups:

a/ The Prime Minister shall decide on establishment of parent companies and appointment of chairpersons and members of Boards of Directors of parent companies;

b/ Boards of Directors of parent companies shall directly organize the implementation of the schemes; develop forms of association between parent companies and affiliate companies and among member enterprises in the course of implementation of the schemes and operation of the groups.