Chương 1 Nghị định 63/2001/NĐ-CP: Những quy đinh chung

Chapter I

GENERAL PROVISIONS

Article 1.- Scope of regulation and objects of application

1. This Decree prescribes order and procedures for the conversion of State enterprises, enterprises of political organizations or socio-political organizations into one-member limited liability companies, and the organization of management of one-member limited liability companies.

2. State enterprises, enterprises of political organizations or socio-political organizations that fully meet the following conditions may be converted into one-member limited liability companies and operate under the Enterprises Law:

a/ Being business enterprises with 100% of their charter capital held by the State, political organizations or socio-political organizations;

b/ Not being subject to the assignment, sale, business contracting, lease, dissolution or bankruptcy of enterprises or not falling under the equitization plan.

Article 2.- Company owners

1. An enterprise, after its conversion into a one-member limited liability company, shall have only one organization being its owner or authorized to be the company owner’s representative.

2. The following organizations may be authorized to be representatives of owners of one-member limited liability companies converted from State enterprises:

a/ The ministries, ministerial-level agencies, agencies attached to the Government, and People’s Committees of the provinces or centrally-run cities (hereafter called the provincial-level People’s Committees for short), for one-member limited liability companies converted from independent enterprises set up under their respective decisions;

b/ The Managing Boards of the State corporations, for one-member limited liability companies converted from enterprises being members of State corporations.

3. Political organizations and socio-political organizations may act as the direct owners, or appoint other organizations to act as representatives of owners, of their one-member limited liability companies.

4. The State agencies not authorized to act as representatives of owners of one-member limited liability companies according to Point a, Clause 2 of this Article shall only perform the function of State management under the Enterprises Law or the relevant law provisions, over one-member limited liability companies operating in the fields under their respective management.

Article 3.- Powers and tasks of organizations being owners or authorized to act as representatives of company owners

1. The owner or the organization authorized to be the representative of the owner, of a one-member limited liability company shall have the following powers and tasks:

a/ To decide on the contents, amendments and supplements of the company’s charter;

b/ To decide on the adjustment of the company’s charter capital; to transfer part or the whole of the company’s charter capital to other organization(s) and/or individual(s);

c/ To decide on investment projects; the purchase or sale of properties; the borrowing or lending contracts with a value equal to or higher than 50% of the value of properties recorded in the company’s accounting books or lower as prescribed in the company’s charter according to the order and procedures prescribed by law;

d/ To decide on the company’s managerial and organizational structure; to appoint, dismiss, demote and decide on the wage and bonus levels as well as other benefits for, the chairman and members of the Managing Board (for companies with Managing Boards), the company president (for companies with presidents); to assign the Managing Board or company president to appoint, dismiss, reward or discipline the company director, and decide on the latter’s wage, bonus and other benefits;

e/ To organize the supervision, monitoring and evaluation of the company’s business activities and managerial activities of the Managing Board or company president;

f/ To approve the annual final account settlement reports; to decide on the use of the company’s profits;

g/ To decide on the reorganization of the company;

h/ Other rights as provided for in the Enterprises Law and the company’s charter.

2. The organization authorized to be the representative of the company owner shall take responsibility before the owner for the assigned tasks and delegated powers.

3. The company owner or organization authorized to be the company owner’s representative shall fulfill the obligations and responsibilities towards the company according to Clause 1, Article 27; Clause 1, Article 46; Clause 2, Article 47 and Article 48 of the Enterprises Law, and other obligations under law provisions.

Article 4.- Acceptance of the rights and obligations of converted enterprises

The companies converted from State enterprises, enterprises of political organizations or socio-political organizations shall inherit the legitimate rights and interests as well as obligations of converted enterprises.