Chương I Nghị định 69/2014/NĐ-CP: Quy định chung

Chapter I

GENERAL PROVISIONS

Article 1. Scope of regulation

This Decree provides:

1. The establishment and re-organization of state economic groups and state corporations and termination of operation in the form of state economic group or state corporation (below referred to as economic groups or corporations).

2. The organization, operation, management and administration in economic groups and corporations.

3. The management and supervision by the state owner of economic groups and corporations.

Article 2. Subjects of application

1. This Decree applies to:

2. Economic groups and corporations with parent companies organized in the form of state-owned single-member limited liability company or with parent companies being joint- stock companies or limited liability companies with two or more members with controlling shares or capital contributions of the State.

3. Organizations and individuals related to the establishment and re-organization of economic groups and corporations, termination of operation in the form of economic group or corporation, and management and supervision by the state owner of economic groups and corporations.

Article 3. Interpretation of terms

In this Law, the terms below shall be construed as follows:

1. Main business lines of an enterprise means the business lines which are determined by the enterprise’s owner on the basis of the enterprise’s investment objectives and development

Strategy and assigned to the enterprise to conduct upon its establishment and throughout its operation.

2. Business lines related to the main business lines of an enterprise (below referred to as related business lines) means the business lines supporting, or deriving from, the main business lines on the basis of the conditions and advantages of the main business lines or utilizing the advantages and strengths of the main business lines and directly serving the main business lines.

3. Business lines unrelated to the main business lines of an enterprises (below referred to as unrelated business lines) means the business lines neither deriving nor developed from the main business line or related business lines.

4. Related subjects of a parent company means organizations and individuals that have direct or indirect relations with the parent company as prescribed in Clause 17, Article 4 of the Enterprise Law.

5. Controlling rights of an enterprise over another enterprise include at least one of the following rights:

a/ Right of the sole owner of the other enterprise;

b/ Right of shareholders that own controlling shares or capital contributors that own controlling capital contributions at the other enterprise;

c/ Right to directly or indirectly appoint a majority or all members of the Board of Directors or Control Board and general director (director) of the other enterprise;

d/ Right to directly or indirectly decide on the approval, amendment and supplementation of the charter of the other enterprise;

dd/ Right to directly or indirectly decide on business strategies and plans of the other enterprise;

e/ Other cases of control as agreed between the controlling enterprise and controlled enterprise and specified in the charter of the controlled enterprise.

6. Member enterprises of an economic group or a corporation (below referred to as member enterprises) means enterprises in which the parent company or level-II enterprises own 100% of charter capital or hold controlling rights.

Article 4. Economic groups, corporations

1. An economic group is a group of companies, including the parent company, member enterprises and affiliate companies, which meets the conditions prescribed in Clause 3, Article 9 of this Decree.

2. A corporation is a group of companies, including the parent company, member enterprises and affiliate companies, which meets the conditions prescribed in Clause 4, Article 9 of this Decree.

3. An economic group or a corporation has at most 3 levels of enterprises and is structured as follows:

a/ The parent company (below referred to as level-I enterprise) is an enterprise in which the State owns 100% of charter capital or holds controlling rights. The parent company shall be organized in the form of state-owned single-member limited liability company or joint-stock company or limited liability company with two or more members with controlling shares or capital contributions of the State; play as the core, direct and control member enterprises of the economic group or corporation;

b/ Subsidiary companies of the level-I enterprise (below referred to as level-II enterprises) are enterprises in which the parent company holds the controlling rights. A level-II enterprise shall be organized in the form of single-member limited liability company, in case the parent company owns 100% of its charter capital, or joint-stock company or limited liability company with two or more members, in case the parent company holds the controlling rights over it;

c/ Subsidiary companies of level-II enterprises (below referred to as level-III enterprises) means enterprises in which level-II enterprises hold the controlling rights. A level-III enterprise shall be organized in the form of single-member limited liability company, in case the level-II enterprise owns 100% of its charter capital, or joint-stock company or limited liability company with two or more members, in case the level-II enterprise holds the controlling rights over it;

d/ Affiliate companies are companies in which the parent company’s or subsidiary companies’ shares or capital contributions are below the controlling level or companies with no capital contributions of the parent company or subsidiary companies, and which voluntarily enter into the affiliation through affiliation contracts and have long-term relations in terms of economic benefits, technology, market and other services with the parent company or subsidiary companies of the economic group or corporation. Affiliate companies shall be organized in the form of limited liability company or joint-stock company.

4. The parent company and member enterprises have the legal person status; have their own capital and assets; and have the right to own, use and dispose of their assets in accordance with law and the common agreement of the economic group or corporation. The State is the owner of state capital directly invested in the parent company. The parent company is the owner of capital amounts it invests in their subsidiary companies and affiliate companies.

Article 5. Names and business registration

1. Economic groups or corporations have their own names and brands. Persons who decide on the establishment of economic groups or corporations shall decide on the names of such economic groups or corporations and their parent companies established under this Decree.

2. Parent companies and member enterprises shall make business registration in accordance with law. The naming of member enterprises organized in the form of joint-stock company or limited liability company must comply with the Enterprise Law and relevant laws.

Economic groups and corporations do not have the legal person status and are not required to make business registration but shall notify business registration agencies of their establishment and re-organization, change in the number of their member enterprises or rates of their capital contributions at member enterprises, and termination of operation in the form of economic group or corporation; and notify the competition administration agency of their economic concentration as prescribed in Sections 3 and 4, Chapter II of the Competition Law.

The order and procedures for notification of the establishment and re-organization, change in the number of member enterprises or rates of capital contributions at member enterprises, and termination of operation in the form of economic group or corporation must comply with the guidance of the Ministry of Planning and Investment.

Article 6. Party organizations and socio-political organizations in economic groups and corporations

1. The Communist Party of Vietnam’s organizations in economic groups and corporations shall operate under the Constitution, law and the Statute of the Communist Party of Vietnam.

2. Socio-political organizations in economic groups and corporations shall operate under the Constitution, law and their statutes in accordance with law.

3. Economic groups and corporations shall create conditions and provide .support for Party organizations, trade union organizations and other socio-political organizations to operate under law and their statutes.

Article 7. Application of relevant laws and treaties

1. The establishment, organization, operation, management and supervision of economic groups and corporations must comply with this Decree, the Enterprise Law, the Competition Law and other relevant laws. In case of inconsistencies between this Decree and specialized laws, the provisions of such specialized laws prevail.

2. In case a treaty to which the Socialist Republic of Vietnam is a contracting party contains provisions different from those of this Decree, the provisions of such treaty prevail.