Chương 1 Nghị định 99/2012/NĐ-CP: Những quy định chung

Chapter I

GENERAL PROVISIONS

Article 1. Scope of regulation

The State invests capital and assets in enterprises operating in key sectors, fields and stages, providing products and public-utility services essential for the society, national defense and security, acting as the core of the state economy to play the leading role and an important material force for the State to orientate and regulate the national economy and stabilize the macro-economy.

The Government is the highest state administrative agency uniformly managing and performing the function of the owner toward state enterprises and state capital invested in enterprises.

This Decree provides the assignment and decentralization of the exercise of the rights and the performance of the responsibilities and obligations of the state owner toward state enterprises and state capital invested in enterprises.

Article 2. Subjects of application

This Decree applies to:

1. Enterprises in which the State holds 100% of charter capital and appoints its authorized representatives.

2. Authorized representatives of state capital invested in:

a/ Enterprises in which the State holds over 50% of charter capital;

b/ Enterprises in which the State holds not more than 50% of charter capital.

3. State agencies, organizations and individuals involved in the exercise of the rights and the performance of the responsibilities and obligations of the state owner toward enterprises in which the State holds 100% of charter capital and state capital invested in enterprises.

Article 3. Interpretation of terms

In this Decree, the terms and expressions below are construed as follows:

1. State enterprises are enterprises in which the State holds over 50% of charter capital, including:

a/ Enterprises in which the State holds 100% of charter capital and which are single-member limited liability companies;

b/ Enterprises in which the State holds over 50% of charter capital and which are joint-stock companies or limited liability companies with two or more members.

2. Enterprises in which the State holds not more than 50% of charter capital, which are joint-stock companies or limited liability companies with two or more members and in which the state-contributed capital does not exceed 50% of charter capital.

3. State-contributed capital is the capital invested by the State in an enterprise and has its owner represented by a state agency or an economic organization assigned by the State.

4. Authorized representative of state capital in an enterprise (below referred to as representative) is an individual authorized in writing by the owner to exercise the rights and perform the responsibilities and obligations of the owner at the enterprise.

5. Companies under ministries or provincial-level People’s Committees include state corporations and single-member limited liability companies established under decisions of minis-tries or provincial-level People’s Committees or assigned to them for management.

Article 4. Assignment and decentralization of the exercise of the rights and performance of the responsibilities and obligations of the state owner

1. The Government directly exercises the rights and performs the responsibilities and obligations of the state owner, or assigns the Prime Minister, ministries, ministerial-level agencies or government-attached agencies (below collectively referred to as ministries), or decentralize the People’s Committees of provinces or centrally run cities (below collectively referred to as provincial-level People’s Committees), or the Members’ Councils or Presidents of companies or representatives to do so.

2. The State Capital Investment Corporation is an enterprise established under a decision of the Prime Minister, having its charter capital invested by the State and managing state capital in enterprises transferred from ministries or provincial-level People’s Committees, and having the following rights, responsibilities and obligations:

a/ To manage, effectively use, preserve and develop state-invested capital and state capital in enterprises assigned to it for management;

b/ To appoint and assess activities of representatives at enterprises assigned to it for management; to relieve from office, commend or discipline these representatives; to decide on their salary, bonus and allowance levels and other benefits;

c/ To assign the representatives to decide on contents specified in Clause 4, Article 20 and Clause 4, Article 29 of this Decree;

d/ To report the Ministry of Finance for evaluation and submission to the Prime Minister for approval the overall scheme on reorganization and renewal of enterprises assigned to it for management;

e/ To report to the Ministry of Finance for evaluation and submission to the Prime Minister for approval production and business strategies and plans and five-year development investment plans.

3. For joint-stock companies and limited liability companies with two or more members in which the State holds 100% of charter capital and which are owned by different organizations, each organization shall exercise the rights and perform the obligations of shareholders or capital contributors in proportion to its contributed capital amount in accordance with the Law on Enterprises.