Chapter I
GENERAL PROVISIONS
Article 1.- Objectives of the transformation of State enterprises into joint-stock companies (hereinafter referred to as equitization for short)
1. To make an important contribution to raising the efficiency and competitiveness of enterprises; to create a type of enterprises with multiple owners, including the majority of laborers; to generate a vigorous motive force and a dynamic managerial mechanism for enterprises to use efficiently the State capital and assets as well as their own capital.
2. To mobilize the capital of the entire society, including individuals, economic and social organizations at home and abroad, for investment in renewing technologies and developing enterprises.
3. To promote the genuine mastery of laborers and shareholders, to enhance the supervision by investors over enterprises; to ensure the harmony between the interests of the State, enterprises, investors and laborers.
Article 2.- Objects of application
1. This Decree shall apply to enterprises and their dependent units as prescribed in Article 1 of the State Enterprise Law (excluding those enterprises where the State needs to hold 100% of their charter capital), regardless of the enterprises production and business results. The list of classified State enterprises shall be decided by the Prime Minister in each period.
2. The equitization of dependent units of the enterprises specified in Clause 1 of this Article shall be carried out only when:
a/ These dependent units meet all the conditions for independent cost-accounting;
b/ No difficulty or adverse impact shall be caused to the production and/or business efficiency of the enterprises or their remaining components.
3. For enterprises with independent cost-accounting, which fall into the subjects specified in Clause 1 of this Article and have, as reflected on their accounting books, a State capital amount of under VND 5 billion, if they cannot be equitized, they shall be transferred, sold, commercially contracted, or leased according to law provisions.
Article 3.- Forms of equitization of State enterprises
1. Maintaining the existing State capital portion in the enterprise and issuing share certificates to attract more capital.
2. Selling part of the existing State capital amount in the enterprise.
3. Selling the whole of the existing State capital amount in the enterprise.
4. Effecting the second or third form above in combination with issuing share certificates to attract more capital.
Article 4.- Subjects and conditions for buying shares
1. The following subjects shall be entitled to buy shares of equitized State enterprises:
a/ Vietnamese economic organizations, social organizations and individuals residing in the country (hereinafter called domestic investors for short);
b/ Foreign economic organizations, social organizations and individuals, including overseas Vietnamese and foreigners residing in Vietnam (hereinafter called foreign investors for short);
2. Foreign investors that wish to buy shares of equitized State enterprises must open accounts at the payment service-providing organizations that are currently operating on the Vietnamese territory and observe the Vietnamese law. All operations of buying and selling shares, receiving and using dividends and other revenues from the investment in buying shares must be effected via these accounts.
Article 5.- The right to buy first-time shares at equitized enterprises
The subjects specified in Clause 1, Article 4 of this Decree shall all be entitled to buy the equitized State enterprises first-time shares with unlimited quantities but must ensure the State’s current regulations on the minimum number of shareholders and on the State’s dominant shares at those enterprises where the State needs to hold dominant shares.
Foreign investors may buy shares of a total value not exceeding 30% of the charter capital of the enterprises operating in the business lines stipulated by the Prime Minister.
Article 6.- Share certificates and founding shareholders
1. Share certificates are certificates issued by the joint-stock companies to certify the right to own one or a number of shares by shareholders contributing capital to the companies. They may be registered or bearer certificates but must contain the full principal contents as prescribed in Article 59 of the Enterprise Law.
The Finance Ministry shall provide guidance on the uniform forms of share certificates so that the enterprises can print and manage them according to regulations.
2. Founding shareholders of equitized enterprises are shareholders that meet all the following conditions:
a/ Participating in adopting the first charter of the joint-stock company;
b/ Jointly holding at least 20% of the number of ordinary shares eligible for sale offer;
c/ Owning a minimum number of shares as prescribed in the company’s charter.
Each founding shareholder’s minimum number of shares and the number of founding shareholders shall be decided by the shareholders� general meetings and prescribed in the companies charters.
Article 7.- Rights and obligations of equitized enterprises
1. The equitized enterprises shall have to arrange and employ to the maximum the number of laborers available at the time of equitization and settle the regimes for them according to current regulations.
The joint-stock companies shall have to take over all obligations towards the laborers transferred from the State enterprises; be entitled to recruit, arrange and employ laborers and coordinate with the concerned agencies in settling the regimes for the laborers according to law provisions.
2. The joint-stock companies may take initiative in using all equitized assets and capital for organizing production and/or business; take over all the State enterprises interests, obligations and responsibilities before their equalization, and have other rights and obligations as prescribed by law.
3. Member enterprises of equitized State corporations where the State holds dominant shares (over 50% of their charter capital) shall remain members of the corporations.
Article 8.- The States protection of investors
The ownership and all rights and legitimate interests of domestic and foreign investors that buy shares of equitized enterprises shall be protected by the State according to law provisions.
Tìm kiếm
Nghị định 64/2002/NĐ-CP (Bản Word)