Chương 6 Nghị định 80/2005/NĐ-CP: Tổ chức thực hiện giao, bán, khoán kinh doanh, cho thuê công ty nhà nước

Chapter VI

ORGANIZING THE ASSIGNMENT, SALE, BUSINESS CONTRACTING, LEASE OF STATE COMPANIES

Article 54. Competence to decide on assignment, sale, business contracting, lease of companies

Competence to decide on assignment, sale, business contracting, lease of companies

Based on the master plan on reorganization of state companies, which has been approved by competent authority:

1. The ministers of branch-managing ministries, the heads of the ministerial-level agencies, the heads of the Government-attached agencies, the presidents of the provincial-level People's Committees shall:

a) Decide on assignment, sale, business contracting or lease of the companies they have decided to establish, including dependent cost-accounting member companies, dependent cost-accounting units of the corporations they have decided to set up;

b) Decide on the sale of sections of the companies, where the remaining asset values of those sections exceed 30% of the total remaining asset values of such companies (for companies without Managing Boards) or exceed 50% of the total remaining asset values reflected on the companies' financial statements announced in the latest quarter (for companies with Managing Boards); where such company sections have completely settled the number of laborers or have their schemes on the complete settlement of the number of laborers approved by competent authorities in accordance with provisions of labor law and policies towards laborers redundant due to reorganization of state companies;

c) Decide on the sale of company sections where laborers still work.

2. The Managing Boards of state corporations shall decide or assign or authorize the general directors to decide on the sale of sections of companies, where the remaining asset values of such sections do not exceed 50% of the total remaining asset values reflected on the companies' financial statements in the latest quarter, such company sections have completely settled the number of laborers or have their schemes on complete settlement of the number of laborers approved by competent authorities in accordance with the provisions of labor law and the policies towards laborers redundant due to reorganization of state companies.

3. Directors of the companies without Managing Boards shall decide on the sale of company sections whose remaining asset values do not exceed 30% of such companies' total remaining asset values reflected on their financial statements announced in the latest quarter, where such company sections have completely settled the number of laborers or have their schemes on complete settlement of the number of laborers approved by competent authorities in accordance with the provisions of labor law and the policies towards laborers redundant due to reorganization of state companies.

Article 55. Responsibility to organize the assignment, sale, business contracting, lease of state companies

Responsibility to organize the assignment, sale, business contracting, lease of state companies

1. The Enterprise Renewal and Development Boards are agencies assisting the ministers, the provincial-level People's Committee presidents, the Managing Boards of the state corporations in carrying out the assignment, sale, business contracting, lease of state companies.

Depending on natures of branches or occupations, forms of assignment, sale, business contracting or lease of companies and the financial situation of the companies, the Enterprise Renewal and Development Boards shall invite representatives of banks, companies, laborers in the companies and relevant agencies to join.

2. The ministries, the provincial-level People's Committees, the state corporations shall set up the Enterprise Renewal Boards in the companies to carry out the preparatory work, draft the schemes, organize the inventories of assets, capital money and debts; the Enterprise Renewal Boards in the companies make the lists of laborers of the companies and carry out other necessary procedures under the guidance of the superior Enterprise Renewal and Development Boards.

3. Where companies do not realize the schemes on assignment, sale, business contracting or lease of companies, which were approved by competent authorities, in accordance with the provisions of this Decree, the company directors must be subject to various forms of discipline and the heads of the agencies managing such companies shall jointly bear the responsibility as provided for by the State Enterprise Law.

Article 56. Tasks of the Enterprise Renewal and Development Boards in organizing the assignment, sale, business contracting, lease of companies

Tasks of the Enterprise Renewal and Development Boards in organizing the assignment, sale, business contracting, lease of companies

1. In case of company assignment:

a) To elaborate schemes on company assignment; announce the company assignment to the entire laborers in the companies and on the mass media;

b) To appraise the company value, determine the current conditions, quality and technical properties of the assets, inspect the comparison of debts, lists of creditors and debtors of the companies, debt amounts of creditors and payable debts; to formulate schemes on handling of existing problems on finance and labor of the companies;

c) To make contracts on company assignment and report thereon to the ministers, provincial-level People's Committee presidents, the Managing Boards of state corporations;

d) To guide, inspect and supervise the Renewal Boards in the companies to recover the assets of the companies, return the assets rented, borrowed, kept for other by the companies; recover receivable debts and pay payable debts of the companies; hand over the assets, books and relevant dossiers to the company assignees under the agreement in the company assignment contracts;

e) To handle within the scope of their competence problems arising from the assignment of companies.

2. In case of company sale:

a) To elaborate the schemes on company sale; to announce to the entire laborers of the company and on the mass media the sale of companies;

b) To appraise the company value, determine the projected sale prices of the companies on the basis of values in books, current conditions, quality and technical properties of assets and at market prices; cross-check debts, make lists of creditors and debtors of the companies, debts payable to creditors; formulate schemes on handling of existing problems on finance and labor of the companies;

c) To organize the direct sale, bidding or auction of state companies; analyze, evaluate bid dossiers, propose sale prices (in case of direct sale) and select bid winners (in case of bidding), highest price offerers (in case of auction) for the company sellers to decide;

d) To make company sale contracts and report thereon to ministers, provincial-level People's Committee presidents, Managing Boards of state corporations for decision;

e) To guide, inspect, supervise the Renewal Boards at the companies in recovering assets of the companies, returning assets rented, borrowed, kept for other by the companies; recovering and paying debts of the companies; handing over assets, books and relevant dossiers to purchasers under the agreement in the company sale contracts;

f) To handle according to competence problems arising from the sale of companies.

3. In case of company lease:

a) To elaborate schemes on company lease; to determine the targets and conditions of company lease; to announce at the companies and on the mass media the company lease;

b) To guide the Renewal Boards in the companies to inventory the entire assets of the companies, determine the financial and asset situation of the companies and convert them into value before the lease;

c) To determine the minimum leasing prices and propose the company leasing prices;

d) To analyze, evaluate the leasing schemes; exchange and negotiate directly with the lessees on the leasing contracts or organize bidding for company lease. To recommend direct lessees (in case of direct lease) or bid winners (in case of bidding) to company lease deciders for decision;

e) To make contracts on company lease and report them to ministers, provincial-level People's Committee presidents, Managing Boards of state corporations for decision;

f) To handle according to competence problems arising from the lease of companies.

4. In case of business contracting of companies:

a) To determine the targets and conditions of business contracting; organize the elaboration of schemes on business contracting of companies;

b) To directly negotiate with business-contracted persons or hold bidding to select the business-contracted persons;

c) To make contracts on business contracting, report them to ministers, provincial-level People's Committee presidents, Managing Boards of state corporations for decision.

Article 57. Responsibilities of Enterprise Renewal and Development Boards

Responsibilities of Enterprise Renewal and Development Boards

The Enterprise Renewal and Development Boards take responsibility for the contents and results of their assigned work before the persons who decide on the assignment, sale, business contracting, lease of companies and before law.

Article 58. Competence to approve schemes on assignment, sale, business contracting, lease of enterprises

Competence to approve schemes on assignment, sale, business contracting, lease of enterprises

1. Based on the proposals of the Enterprise Renewal and Development Boards, ministers, provincial-level People's Committee presidents, Managing Boards of state corporations shall decide on:

a) The business contracting targets and conditions, leasing prices and the approval of schemes on company assignment, business contracting or lease, provided for at Point c, Clause 2, Article 2 of this Decree;

b) The sale prices of companies, company sections and approval of the schemes on sale of companies, company sections, provided for at Points b and d, Clause 2, Article 2 of this Decree.

2. In case of selling companies with the state capital of VND 30 billion or more each on the accounting books, ministers, provincial-level People’s Committee presidents, Managing Boards of state corporations shall report thereon to the Prime Minister for decision.

Article 59. Competence to sign contracts on assignment, sale, business contracting or lease of enterprises

Competence to sign contracts on assignment, sale, business contracting or lease of enterprises

1. The contracts on assignment, sale, business contracting or lease of companies managed by ministries shall be signed by ministers or persons authorized by ministers.

2. The contracts on assignment, sale, business contracting or lease of companies managed by localities shall be signed by provincial-level People's Committee presidents or persons authorized by provincial-level People's Committee presidents.

3. The general directors of the state corporations shall sign contracts on assignment, sale, business contracting or lease of member companies of the state corporations.

Article 60. Responsibility to perform and monitor the performance of contracts on assignment, sale, business contracting or lease of companies

Responsibility to perform and monitor the performance of contracts on assignment, sale, business contracting or lease of companies

The persons who sign the contracts on assignment, sale, business contracting or lease of companies have the responsibility:

1. To organize the performance of contracts on assignment, sale, business contracting or lease of companies.

2. To organize the monitoring, supervision and inspection of the contract performance and handle arising problems.

3. All problems arising in the course of performing the contracts on assignment, sale, business contracting, lease of companies shall be settled by the two signing parties; if there still remain disputes, they shall bring the cases to the provincial-level People's Courts according to provisions of law.

Article 61. Announcement and registration for purchase, business contracting or lease of companies

Announcement and registration for purchase, business contracting or lease of companies

The Enterprise Renewal and Development Boards of ministries, provinces or centrally run cities, state corporations shall notify the companies of, and announce on the mass media, the undertaking to apply form of assignment, sale, business contracting or lease of companies, and register the lists of assignees, purchasers, business-contracted persons or lessees within 45 days as from the date the competent authorities decide on the form of company transformation.

Past the above time limit, if there is no registrant for any of the above forms, the Enterprise Renewal and Development Boards shall prolong such time limit for 15 days; if there is still no registrant, they shall propose the competent authorities to carry out the procedures for dissolution of the companies subject to assignment or sale; in cases where the companies fall into the state of bankruptcy, the company directors must file their written applications to the provincial-level Economic Tribunals for opening of procedures for settlement of bankruptcy for the companies.