Chương II Nghị định 50/CP: Tổ chức lại, giải thể, phá sản doanh nghiệp nhà nước

II. REORGANIZATION, DISSOLUTION AND BANKRUPTCY OF STATE ENTERPRISES

Article 12.- Reorganization of State enterprises.

1. The merger or splitting of independent State enterprises or independent cost- accounting member enterprises of State Corporations to establish one or several independent enterprises or members of the Corporations; the transformation of a dependent cost-accounting enterprise into an independent enterprise or independent cost-accounting member of the Corporation must be decided by the person who signed the decision to establish that enterprise and must conform to the procedure and order of establishing enterprises as provided for in Section I of this Decree.

2. The merger of one or several enterprises into another independent enterprise must be decided by the person who signed the Decision to establish those enterprises with respect to the plan for such merger and deletion of the names of the merged enterprises. The enterprise that accepts the merged enterprises shall still keep its legal person status, shall not have to repeat the procedure of establishment and business registration but must register its new statutory capital after the merger is completed. If the enterprise changes its business line, it must make an additional registration for such change.

3. The acceptance of new members or the splitting of member units from the State Corporations shall be proposed by the Managing Boards of the Corporations to the person who signed the Decision to establish the Corporations for consideration and decision. For State Corporations established by decision of the Prime Minister, the Prime Minister may empower one Minister to consider and decide the matter. If an independent enterprise outside the Corporation wishes to join the corporation, it shall submit its membership application which must be approved in writing by the person who has decided the establishment of that enterprise.

Article 13.- Other changes after the registration of business.

1. Except the business lines that require the permission from the Prime Minister or business licenses in accordance with the current regulations, the enterprise shall be entitled to change its business lines as long as Grade 1 business line is not affected and, at the same time, must register such change with the agency which has issued the business registration certificate. After changing its business line, the enterprise must make newspaper announcements about the change of the business line; the agency issuing the business registration certificate must send copies of the certificate of the change of the business line to the agencies defined in Item 6, Article 9 of this Decree.

If the change of the business line may result in the change in Grade 1 business line of the enterprise, it must be approved by the person who has decided the establishment of the enterprise, be registered by the enterprise with the agency which has issued the business registration certificate and announced in the newspapers as prescribed above.

2. If it is necessary to change the names of the member units of a State Corporation or independent enterprises, the Managing Board (for the enterprises having a Managing Board) or the Director (for the enterprises without a Managing Board) shall report to the person who decided the establishment for consideration and decision. After being permitted to change such names, the enterprises must report to the agency which has issued the business registration certificate in order to change the names accordingly in the business registration certificate; make a new seal and newspaper announcements as provided for in this Decree.

3. If it is necessary to move its business location or head office, the enterprise must work out a plan for such change and have the certificate of its right to use houses and land, issued by the People�s Committee of the province/city where the enterprise plans to set up its business location or head office and submit them to the person who has decided its establishment for consideration and decision. After being permitted to move, the enterprise must report to the agency which has issued the business registration certificate and other concerned agencies as well as make newspaper announcements on the change of the business location or head office.

4. The restructuring of the production organization, the managerial and executive apparatus and the replacement of key officials must conform to the provisions of the Statute on the organization and operation of the enterprise and other relevant provisions of law.

Article 14.- Empowerment to decide the reorganization of the member units of Corporations established by decision of the Prime Minister.

The Prime Minister shall empower one Minister to decide the reorganization of member units of Corporations established by decision of the Prime Minister.

Article 15.- Dissolution of State enterprises.

1. A State enterprise shall be dissolved in the following cases:

a) The continued maintenance of the enterprise is no longer necessary;

b) The business term defined in the Decision of establishment and the business registration certificate has expired and extension thereto is not applied;

c) The enterprise has suffered from prolonged losses in business activity but not to the extent that it is unable to repay due debts and the situation has not improved though various forms of reorganization have been adopted.

d) It fails to fulfill the State-assigned tasks, even after necessary measures have been applied.

2. The person who decided the establishment of an enterprise shall have the power to decide the dissolution of the enterprise. If the enterprise was established under the empowerment of the Prime Minister, the signing of the dissolution Decision must be also empowered by the Prime Minister.

3. The person who signed the dissolution Decision (according to the division of responsibility or as empowered) shall have to set up the Council for Dissolution of the enterprise.

4. The order, procedure and concrete measures for dissolving State enterprises must conform to the Finance Ministry’s regulations.

Article 16.- Bankruptcy of State enterprises.

The bankruptcy of a State enterprise must be handled in accordance with the Law on Bankruptcy.