Chapter I
GENERAL PROVISIONS
Article 1.- The objectives of the assignment, sale, business contracting or lease of an entire State enterprise
The assignment, sale, business contracting or lease of an entire State enterprise constitutes measures to further restructure and renovate small-sized State enterprises which have suffered from chronic losses or where the State ownership needs not to be maintained, with a view to :
1. Creating conditions for restructuring State enterprises and raising the economic efficiency and competitiveness of the State-run economic sector;
2. Creating jobs for laborers; changing the enterprise-managing modes, creating a driving force for the promotion of the laborers’ right to mastery; using with higher efficiency the invested property and tapping all potentials in various economic sectors for investment in production and business development;
3. Reducing the State’s expenses and responsibilities for business management; ensuring the common interests of the State and the laborers.
Article 2.- Scope of application
1. This Decree prescribes the assignment, sale, business contracting and lease of an entire enterprise, applicable to the following State enterprises:
a) Independent State enterprises and member enterprises of corporations, which have possessed on their accounting books the State capital of less than VND1 billion and have suffered from chronic losses or where the State needs not to hold shares, except for enterprises being State-run agricultural farms, forestry farms and State enterprises operating in the field of consultancy, designing and expertise;
b) Independent State enterprises and member enterprises of corporations other than those specified in Point a of this Article, which have possessed on their accounting books the State capital of from VND1 bilion to under VND5 billion and have suffered from chronic losses, but not yet fallen into the state of bankruptcy, have been unable to overcome the situation though necessary measures were applied. For such enterprises, the Prime Minister shall decide on the case-by-case basis.
2. The business contracting within the State enterprise, the lease, sale or assignment of part of the State enterprise and the leasing, sale or assignment of single assets of the State enterprises shall not be subject to the regulation by this Decree.
Article 3.- Terms and expressions used in this Decree shall be construed as follows:
1. " Assignment of a State enterprise to a labor collective (referred to as the enterprise assignment for short)” means the transformation of the State-owned enterprise and the State-owned property thereat into the ones owned by the labor collective under certain conditions.
2. " The sale of a State enterprise (referred to as enterprise sale for short)" means the change of ownership with money collected for the entire property of the State enterprise into the ownership by a collective, individual or other legal person.
3. " Contracting a State enterprise for business (referred to as business contracting)" is a mode of State enterprise management whereby the party undertaking the business contract shall be empowered to manage the enterprise, obliged to fulfill a number of norms and meet the prescribed conditions and enjoy benefits under the contract.
4. " Leasing a State enterprise (referred to as enterprise lease for short)" is a form of transfer of the right to use the assets and labor in the enterprise to the lessee according to terms stated in the contract.
5. " The enterprise assignee, buyer, contractor or lessee" is the representative of the legal person, collective, a group of persons or individuals, that receives, buys, undertakes the business contract of or rents the enterprise.
6. " The enterprise assignor, seller, contracting party or lessor" is the representative of the agency or the enterprise, who effects the transfer, sale, business contracting or lease of the enterprise.
7. " Selling, business contracting or leasing enterprises by direct mode" means the form of negotiating, concluding and signing the contract directly between the enterprise seller, contracting party or lessor and the enterprise buyer, contractor or lessee in cases where there is only one person making the registration therefor.
8. " Selling, business contracting or leasing enterprises by mode of bidding" means the form of selecting the buyer, contractor or lessee through bidding in cases where there are two or more persons making the registration therefor.
9. " The minimum price" is the lowest price which the seller, lessor or contracting party can accept and offer when deciding the sale, business contracting or leasing of the enterprise.
10. " The enterprise leasing/selling prices" are the prices agreed upon by the lessor and the lessee or the seller and the buyer by direct mode or determined through mode of bidding.
11. " The enterprise value according to the accounting books" is the total asset value indicated in the enterprise�s balance sheet under the current accounting regime.
12. " The actual value of enterprise" is the total value of the enterprise’s actual assets at the market prices by the time of determining the enterprise value.
13. " The labor collective" means the entire existing labor of the enterprise or the collective of laborers who voluntarily implement the resolution of the congress of the enterprise’s workers and employees on the reception, purchase, business contracting or renting of the enterprise, which is represented by the Executive Committee of the enterprise's Trade Union or the person elected by the congress of the enterprise’s workers and employees in undertaking the reception, purchase, business contracting or renting of the enterprise.
14. " The ministry" shall include ministries ministerial-level agencies and agencies attached to the Government.
15. " The People’s Committees" means the People’s Committees of the provinces or centrally-run cities.
16. "Corporations 90, Corporations 91" are the State corporations established after the models mentioned in Decisions No.90/TTg and No.91/TTg of March 7, 1994 of the Prime Minister.
17. "The Renewal Boards at enterprises" are the Boards for Management Renewal at enterprises set up by decisions of ministries, provinces, cities or Corporations 91.
18. "The Boards for Renewal of Enterprise Management" mean the Boards for Renewal of Enterprise Management under the ministries, provinces, cities or Corporations 91.
Article 4.- Subjects entitled to the assignment, purchase, business contracting or renting of State enterprises
1. Subjects entitled to be assigned enterprises shall be the collective of laborers working at the enterprise, represented by the Trade Union Executive Committee or the person elected by the congress of the enterprise’s workers and employees.
2. Subjects entitled to purchase State enterprises:
a) Labor collective or individuals working in the enterprise;
b) Enterprises of all economic sectors, except for foreign-invested enterprises;
c) Vietnamese citizens with full civil act capacity, except for persons who are not allowed to set up and manage enterprises as stipulated in Clauses 2, 3, 4, 5, 6, 7 and 8, Article 9 of the Law on Enterprises.
3. Subjects entitled to business contract or rent State enterprises:
a) Labor collectives or individuals in the enterprise;
b) Enterprises of all economic sectors, except for foreign-invested enterprises;
c) Individuals having their business registered.
Article 5.- The principles for enterprise assignment, sale, business contracting or lease.
1. The enterprise assignment, sale, business contracting or lease aims to maintain production and business; the assignees and purchasers must not resell the enterprise during the period prescribed in the contract.
2. All the assets of the to be-assigned, sold, business contracted or leased enterprises shall be calculated in value. The enterprise’s value shall be calculated at the actual market prices.
3. Priority in the enterprise assignment, sale, business contracting or leasing:
a) The enterprise assignment shall only apply to collectives of laborers in the enterprises;
b) Priority in the enterprise sale, business contracting or lease shall be given in those who commit to employ the largest number of laborers in the enterprise to continue the business.
4. Openness in the enterprise assignment, sale, business contracting or lease:
a) The assignment, sale, business contracting and lease of enterprises must be made public at the enterprises and on the mass media to all subjects concerned 30 days before the implementation thereof;
b) Where there is only one person registering to buy, rent or contract the enterprise for business, the results of the direct agreement between the buyer and the seller, the lessee and the lessor or the contracting party and the contractor shall be publicly announced at the enterprise;
c) Where there are two or more persons registering to purchase, business contract or rent the enterprise, the bidding must be organized.
5. The enterprise business contracting or leasing term shall be agreed upon by the two parties, but shall not be under 5 years.
6. Signing the contract for enterprise assignment, sale, business contracting or lease:
The enterprise assignment, sale, business contracting or lease must be effected in the form of a written contract. The contract shall serve as basis for the parties involved to fulfill their commitments and ensure the legality for the clearance and solution of arising matters.
Article 6.- The use of proceeds from the enterprise sale or lease
1. The proceeds from the sale of enterprise, after subtracting the expenses in service of the enterprise sale, paying the secured and due debts, shall be used in accordance with the provisions in Decision No.177/1999/QD-TTg of August 30, 1999 "on the organization and operation of the Funds for Support of Restructure and Equitization of State Enterprises"
2. The proceeds from the enterprise lease:
a) Where the lease term expires and the lessee buys the enterprise or the enterprise terminates its operation, the proceeds from the enterprise lease, after subtracting the expenses for the enterprise leasing activities, shall be used in accordance with the provision in Clause 1 of this Article:
b) Where the enterprise is leased for a definite term and the enterprise continues its operations and registration as a State enterprise, the proceeds from the enterprise lease shall be accounted into the revenue of the leased enterprise.
Article 7.- Expenses for the organization of enterprise assignment, sale, business contracting or lease
The actual, reasonable and necessary expenses for the organization of the enterprise assignment, sale, business contracting or lease shall comply with the spending levels prescribed for the equitization of State enterprises and be accounted as follows:
1. In case of enterprise assignment: They shall be deducted from the value of the assigned enterprise.
2. In case of enterprise sale or lease. They shall be deducted from the proceeds from the sale or lease of the State enterprise.
In case of the business contracting, they shall be accounted into the expenses for the enterprise�s regular operations.
Article 8.- Interchange between forms of assignment, business contracting, lease and sale of State enterprises
Where there is a need to change from the form of enterprise business contracting or lease being implemented to other forms, the current contract must be liquidated and direct negotiations must be conducted in order to sign a new contract under the provisions of this Decree.
Article 9.- Protection by the State
1. The State shall protect the ownership right and lawful interests of the enterprise assignee, purchasers, business contractors or lessees under the provisions of law;
2. The State shall guarantee the interests of laborers in the to be-assigned, sold, business contracted or leased enterprises according to the provisions of the labor legislation.
Tìm kiếm
Nghị định 103/1999/NĐ-CP (Bản Word)