Chương 2 Nghị định 80/2005/NĐ-CP: Giao công ty cho tập thể người lao động

Chapter II

ASSIGNMENT OF COMPANIES TO LABOR COLLECTIVES

Article 10. Conditions on assignment of companies to labor collectives

Conditions on assignment of companies to labor collectives

Labor collectives in companies shall be considered for company assignment when fully satisfying the following conditions:

1. They voluntarily register to accept the company assignment.

2. They pledge to make additional investment in production and business development, ensuring minimum jobs for three years or more, fully paying insurance premiums for the laborers within the company according to law provisions (except for cases of voluntary termination of labor contracts in accordance with labor legislation and policies towards redundant laborers due to rearrangement of state companies).

3. They inherit debts and property obligations of the company after they were handled according to the provisions of Article 11 of this Decree; inherit rights and obligations towards laborers as provided for in Article 66 of the Labor Code.

4. They must not lease, transfer or dissolve the companies at their own will within a minimum period of 3 years after the assignment.

Article 11. Principles for handling of property, finance and debts upon assignment of companies

Principles for handling of property, finance and debts upon assignment of companies

1. The Renewal Boards in the companies shall conduct inventories, determining the quantity and actual conditions of assets; the long-term and short-term investments; the rented, borrowed, kept- or sold-for-others, consigned, appropriated, lease or lent assets; comparison and classification of debts; making of lists of creditors and payable debt amounts, lists of debtors and receivable amounts, clearly determining recoverable debts and irrecoverable debts; classification of assets, handling of assets and debts.

2. Principles for asset handling:

a) For assets contributed as joint-venture capital or received as joint-venture capital; assets rented from the outside or financial leased; assets borrowed, kept for others or other assets not belonging to the company: the company assignors and assignees and asset owners shall negotiate on inheritance or liquidation of previously signed contracts or signing of new contracts;

b) For appropriated assets: The company assignors shall decide them right after the assignment of company on the principle of returning them or signing contracts on re-borrowing the assets;

c) For assets in the welfare facilities: crèches, kindergartens, infirmaries and other welfare assets formed from reward or welfare funds shall be transferred to the new companies for management and use in service of labor collectives in the companies. Particularly for dormitories of employees, including those invested with state budget allocations, they shall be transferred to local house and land management bodies for management or sale to current users according to current regulations;

d) For assets used in production and business, which are invested with reward or welfare funds of the company, they shall be transferred to the company for continued use in production and business;

e) The pecuniary balance of the reward and welfare funds shall be divided to laborers working in the company before company assignment.

3. Principles for handling of debts:

a) For tax debts, remittances into the state budget and debts borrowed by companies from state-run commercial banks or from the development assistance fund, which cannot be repaid though the companies have applied various handling measures, they shall be handled according to current regulations;

b) For social insurance premium debts falling under the responsibilities of companies and laborers, which were collected by the companies, before the company assignment, they shall be subtracted from value of the state capital in the companies for repayment. In cases where the state capital is reduced to none, the repayment supports shall be provided from the enterprise reorganization support fund at the Ministry of Finance for independent state companies; or from corporations' capital for member enterprises of corporations;

c) Company assignees shall have to inherit receivable and payable debts of the companies after they are handled.

4. The remaining assets, after payment of necessary expenses for company assignment, shall be fully transferred to the labor collectives in the companies for ownership.

Article 12. Company-assigning order and procedures

Company-assigning order and procedures

1. The Trade Union Executive Committees shall join the company directors in organizing employees' congresses to vote by majority on voluntary acceptance of company assignment; elaborating and adopting the schemes on acceptance of company assignment, including schemes on labor reorganization; realizing the conditions on acceptance of company assignment, including the commitment to employ all laborers in the companies (excluding those who voluntarily terminate their labor contracts); nominating representatives to carry out procedures for company assignment and acceptance. At places where trade unions do not exist, the Renewal Boards at the companies shall coordinate with the company directors in nominating representatives of the labor collectives to participate in organizing the congresses of employees of the companies.

2. The Renewal Boards at the companies shall classify the assets; determine and classify debts; make financial reports. Basing themselves on the data on accounting books, the inventory results, the classification and handling of assets, finance and debts on the principles for handling assets, finance and debts mentioned in Article 11 of this Decree, the company directors and the Renewal Boards at the companies shall draw up schemes on determination of the value of the companies assigned to the labor collectives.

3. The Company Trade Union Executive Committees or the persons elected by the employees' congresses as representatives shall make the lists of and classify laborers and compile relevant dossiers on laborers; draw up production-business schemes and commit to receive the companies.

4. The representatives of labor collectives shall send dossiers of application for acceptance of the company assignment to the Enterprise Renewal and Development Board. Such a dossier shall include:

a) The application for acceptance of the company assignment;

b) The production and business scheme;

c) The scheme on employment, retraining of laborers;

d) The projected form of organization of the new enterprise;

e) The commitment of the labor collective in the company.

5. The competent authorities shall approve the dossiers of application for acceptance of companies and issue decisions to assign companies to labor collectives; such decisions shall be sent to the offices of Enterprise Finance, Tax, Business Registration, Planning and Investment; Labor, War Invalids And Social Affairs, the provincial/municipal Statistical Departments of the localities where the companies are headquartered; the Steering Committee for Enterprise Renewal and Development.

6. To organize the signing of contracts for company assignment and acceptance between representatives of the labor collectives and the persons authorized by ministers, provincial-level People's Committee presidents or the general directors of State corporations. A contract on company assignment and acceptance includes the following contents:

a) The name and address of the company to be assigned to the labor collective;

b) The full name and address of the representative of the labor collective;

c) The value of the assigned company, the mode of assignment and acceptance;

d) The commitments of the labor collective at the company;

e) The rights and obligations of the labor collective accepting the assigned company.

Enclosed with contracts are the lists of assets converted into value, the lists of laborers in the collectives assigned with the company.

7. The Enterprise Renewal and Development Boards shall join the company directors in organizing the company handover under the approved schemes to the labor collectives represented by Trade Union presidents or by the persons elected by the employees' congresses as representatives to receive and manage the companies, to the witness of the representatives of the authorities having decided on the company assignment and the enterprise finance offices.

8. The labor collectives' representatives shall organize shareholders' congresses, members' congresses or cooperative members' congresses, make the business registration in form of joint-stock company, limited liability company or cooperative according to the provisions of law on business registration. The dossier of business registration must cover the decision on company assignment, the handover and reception contracts and written records on handover of companies to labor collectives.

9. The enterprises' representatives shall publicly announce on mass media according to law provisions on company assignment and change of legal forms of companies within 30 days as from the date of being granted business registration certificates.

Article 13. Ownership over enterprises after the assignment

Ownership over enterprises after the assignment

1. The entire assets of companies, calculated in value, after the assignment, shall belong to the ownership of the labor collectives and divided into shares or contributed capital portions to be assigned to laborers participating in the acceptance of companies, who are on the payroll and pay social insurance premiums at the companies at the time of company assignment.

2. Each laborer in the companies participating in acceptance of companies may be given the right to own a part of the enterprise value in shares or contributed capital portions corresponding to the number of years working in the state sector, enjoy dividends, be entitled to bequeath but must not transfer the assigned shares within three years after the assignment of companies.

Article 14. Rights and obligations of company assignees

Rights and obligations of company assignees

1.To make business registration in the legal form of ''joint-stock company," "limited liability company'' or ''cooperative.''

2. To take initiative in using the entire assigned assets, to organize production and business, to distribute incomes according to the organization and operation charter of the companies.

3. To inherit the rights of state companies as agreed upon in the contracts on company assignment and acceptance; inherit the contracts on land rent, power and water supply of the former companies according to law provisions. The companies are entitled to opt for perpetuating or form of land rent or land assignment of the previous state companies. The companies' land use rights after the assignment shall comply with the land law.

4. To be provided with assistance for organization of retraining in order to employ laborers from the Enterprise Reorganization Support Fund at the Ministry of Finance.

5. To have the responsibility to employ all the laborers as committed in the contracts for company assignment and acceptance, ensuring jobs for at least three years for laborers, excluding those who voluntarily terminate their labor contracts. After that duration, if due to the requirements of reorganization of production and business or technological changes, which make labors lose their jobs, the policies towards such laborers shall comply with the current regulations of the Government.

6. To fulfill the commitments in the contracts on company assignment and acceptance and the obligations towards the State according to the provisions of law.