Chương 4 Nghị định 28-CP: Tổ chức thực hiện

Chapter IV

ORGANIZATION OF IMPLEMENTATION

Article 12.- Basing themselves on the conditions defined in Article 7 of this Decree, the Ministers, the Heads of the ministerial-level agencies, the Heads of the agencies attached to the Government (Ministers for short), the Presidents of the Peoples Committees of the provinces and the cities directly under the Central Government shall, in consultation with the Party Steering Commission or the provincial/municipal Party Committee, decide the list of State enterprises to be equitized from now till the end of 1997 and send it to the Central Steering Committee for Equitization, the Ministry of Finance, the Ministry of Planning and Investment for monitoring.

The Managing Boards of the State Corporations established under the Prime Minister’s decision shall, after consulting the Party Steering Commission (if any) or the Party Committees in the Corporations, draw up the list of enterprises to be equitized and report it to the Prime Minister for approval and, at the same time, send it to the Ministry of Finance, the Ministry of Planning and Investment for monitoring.

Article 13.- Within 30 days after receiving the full dossier requesting the appraisal of the value of an enterprise, the Ministry of Finance (the system of the General Departments for Management of State Capital and Property in Enterprises) shall examine and decide the value of the enterprise after getting the written agreement of the concerned Ministry in charge of the branch, or the province and city directly under the Central Government.

Upon receiving the decision to transform the State enterprise into a joint-stock company, the enterprise shall organize the issue of shares and ensure that the shareholders receive their shares within 30 days at the latest after the end of the issue time limit.

Article 14.- Competence to carry out the equitization:

1. With regard to the enterprises with State capital (including budgetary allocations, budget-derived capital and the self-procured capital) of more than 3 billion VND, the Ministers, the Presidents of the Peoples Committees of the provinces and cities directly under the Central Government shall elaborate the equitization plan before sending it to the Central Steering Committee for Equitization which shall submit it to the Prime Minister for approval and permission for its implementation according to Article 19 of this Decree.

2. With regard to the enterprises with State capital of 3 billion VND or less, the Ministers, the Presidents of the People’s Committees of the provinces and cities directly under the Central Government shall organize the equitization according to this Decree, provide guidance and supervise the implementation by the concerned Ministries. The documents relating to equitization issued by the Ministries, the provinces and cities directly under the Central Government must be sent to the Central Steering Committee for Equitization and the Ministry of Finance for monitoring.

3. With regard to the equitization of member enterprises of a State Corporation established under the Prime Ministers decision, the Managing Board shall work out the equitization plan and submit it to the Central Steering Committee for Equitization for implementation in accordance with Article 19 of this Decree.

Article 15.- The decision of a competent State agency to transform a State enterprise into a joint-stock company as stipulated in Article 14 of this Decree shall replace the license to establish the joint-stock company stated in Article 16 of the Corporate Law.

Article 16.- Registration of business of a joint-stock company:

1. The equitized State enterprise shall operate in accordance with the Corporate Law and must register its lines of business with the Planning and Investment Service of the province or city directly under the Central Government, where the enterprise has its head office.

2. Within 15 days after receiving the full dossier on business registration, the Planning and Investment Service shall issue the certificate of business registration to the joint-stock company.

3. The dossier on business registration comprises:

a) The decision of the competent level to transform the State enterprise into a joint-stock company;

b) The Statute on the organization and operation of the joint-stock company already adopted by the congress of shareholders;

c) The minutes on the election of the Managing Board and the appointment of the executive Director;

d) The lawful certificate of the right to use the main office of the enterprise.

Article 17.- Management of State capital at a joint-stock company:

1. To transform the whole of an independent enterprise into a joint-stock company:

The General Director of the General Department for Management of State Capital and Property in Enterprises shall appoint a person to directly manage the State capital in the joint-stock company after consulting the concerned Minister in charge of the branch, or the President of the Peoples Committee of the concerned province or city directly under the Central Government.

2. To transform a component of an independent State enterprise (State corporation, independent enterprise with or without Managing Board) into a joint-stock company:

The Managing Board of the State enterprise which has a Managing Board or the Director of the State enterprise which has no Managing Board shall appoint a person to directly manage the State capital at the joint-stock company established through the equitization of a component of its parent enterprise.

3. The person directly managing the State capital in the joint-stock company shall perform his/her powers and duties according to Articles 50 and 54 of the Law on State Enterprises.

4. The profit earned from the State capital in the above-said joint-stock company shall belong to the State and be used only for investment in the development of the State enterprise and shall be remitted to:

a) The State budget in the case defined in Item 1, Article 17 of this Decree.

b) The enterprise which manages the State capital in the joint-stock company in the case defined in Item 2, Article 17 of this Decree.

Article 18.- To establish the Central Steering Committee for Equitization with the Minister-Chairman of the Central Steering Committee for Renewal of Enterprises as its Chairman, a Vice-Minister of Finance as its Standing Vice Chairman, a Vice Minister of Labor, War Invalids and Social Affairs and a Vice-President of the Vietnam General Confederation of Labor as its member. The Equitization Commission of the General Department for Management of State capital and Property at Enterprises shall act as standing organ. The Central Steering Committee for Equitization shall have the power to request the concerned Ministries (when necessary) to designate a number of their specialists as members of this standing organ.

Article 19.- The Central Steering Committee for Equitization shall assign the tasks, organize the implementation and issue the procedure of equitization. It shall, together with the Ministries, the provinces and cities directly under the Central Government and the Managing Boards of the State corporations established under the Prime Minister’s decision, directly organize the implementation at the enterprises with a State capital of more than 3 billion VND and at the member enterprises of the above-mentioned corporations; give guidance for, supervise and monitor the Ministries, the provinces and cities directly under the Central Government in equitizing enterprises assigned to their management; report in time the newly-arising questions to the Prime Minister for settlement in order to carry out well the equitization. By the end of the second quarter of 1998, the Steering Committee shall conduct a review of the program and report it to the Prime Minister.