Chương III Thông tư 02/2015/TT-BTNMT: Việc sử dụng đất đối với trường hợp chuyển đổi công ty, chia, tách, hợp nhất, sáp nhập doanh nghiệp

Chapter III

USE OF LAND IN CASE OF DIVISION, SEPARATION, MERGER, CONSOLIDATION AND CONVERSION OF AN ENTERPRISE

Article 8. Use of land in case of conversion of an enterprise

In case of conversion from limited liability companies into joint-stock company or vice versa; conversion from single member limited companies into limited liability companies from two members and over or vice versa, use of land shall be prescribed as follows:

1. Conversion of an enterprise without change of land use purpose:

a) In case a company in advance to conversion was allocated land without payment of land levy, or leased land with land rents paid once for the entire lease, allocated land with payment of land levy, received transfer of land use right with land levy, land rents already paid, amount of money paid for the transfer of land use right originating from state budget, the Service of Natural Resources and Environment shall make the submission to People’s committees of provinces for decision on allocation of land, leasing of land to the company after conversion according to the Law on Land.

Land price as foundations for collection of land levy, land rents shall be the land price decided by People’s committees of provinces at the time of allocation of land, leasing of land to the company after conversion;

b) In case a company in advance to conversion was leased land (by the state) with annual payment of land rents, or allocated land with payment of land levy, leased land with land rents paid once for the entire lease, received transfer of land use right with land levy, land rents already paid, with amount of money paid for the transfer of land use right not originating from state budget, such company after conversion shall be responsible for registering changes of land, land-linked properties according to the procedures prescribed in Article 85 of the Decree No. 43/2014/NĐ-CP; re-signing a land lease contract with the Service of Natural Resources and Environment in case of land lease without re-issuance of the decision on land lease.

Land price for calculation of land rents to be paid annually by the converted company (that wants to lease the land) shall be the land price previously decided for calculation of land rents for the company prior to conversion if the time of conversion falls within a five-year cycle with land rents being unchanged and shall be re-determined according to the Government’s Decree No. 46/2014/NĐ-CP dated May 15, 2014 after the end of such five-year cycle.

2. In case conversion of an enterprise takes place simultaneously with conversion of land use purpose, execute conversion of land use purpose as prescribed simultaneously with procedures for allocation of land, leasing of land, or procedures for registration of change of land, land-linked properties as prescribed in Clause 1 of this Article.

For conversion of land use purpose that requires permission of competent state agencies, the land price for calculation of land levy, land rents shall be the land price decided by People’s committees of provinces at the time the decision on conversion of land use purpose is issued by competent state agencies;

Article 9. Use of land in case of division, separation of an enterprise

In case an enterprise using land carries out division, separation according to the Law on Enterprises, use of land is instructed as follows:

1. Decision on division, separation of an enterprise must specify individual enterprises entitled to use the land, rights and obligations of individual enterprises for the use of land after division, separation;

In case division of land use rights among enterprises after division, separation results in division, separation of the land parcel, such division, separation must accord with land use planning, plans; detailed urban construction planning; rural residential area planning; new rural planning.

2. Division, separation of enterprises involving division of land use rights among enterprises without change of land use purpose shall be handled as follows:

a) In case a to-be-divided, separated company was allocated land (by the state) without payment of land levy, or leased land with land rents paid once for the entire lease, allocated land with payment of land levy, received transfer of land use right with land levy, land rents already paid, amount of money paid for transfer of land use right originating from state budget, the Service of Natural Resources and Environment shall make submission to People’s committees of provinces for decision on recovery of the land from the divided, separated companies for allocation, leasing of land to companies after division, separation according to the Law on Land.

Land price for calculation of land levy, land rents shall be the land price decided by People’s committees of provinces at the time of allocation of land, leasing of land to companies after division, separation;

b) In case a to-be-divided, separated company was leased land (by the state) with land rents paid annually, or allocated land with payment of land levy, leased land with land rents paid once for the entire lease, received transfer of land use right with land levy, land rents already paid, amount of money paid for the transfer of land use right not originating from state budget, the companies using the land after division, separation shall inherit rights and obligations of the divided, separated company for land use and shall be responsible for executing registration of changes of land, land-linked properties as prescribed in Article 85 of the Decree No. 43/2014/NĐ-CP; re-signing a land lease contract with the Service of Natural Resources and Environment in case of land lease without re-issuance of the decision on land lease.

Land price for calculation of land rents to be paid annually by companies after division, separation shall the land price determined for calculation of land rents for divided, separated companies if the time of division, separation falls within a five-year cycle with land rents being unchanged and shall be re-determined according to the Government’s Decree No. 46/2014/NĐ-CP dated May 15, 2014 after the end of such five-year cycle.

3. In case division, separation of an enterprise takes place simultaneously with conversion of land use purpose, execute conversion of land use purpose as prescribed simultaneously with procedures for recovery, allocation and leasing of land, registration for changes of land, land-linked properties as prescribed in Clause 2 of this Article.

For conversion of land use purpose that requires permission of competent state agencies, the land price for calculation of land levy, land rents shall be the land price decided by People’s committees of provinces at the time the decision on conversion of land use purpose is issued by competent state agencies;

Article 10. Use of land in case of consolidation, merger of an enterprise

1. In case a consolidated or merged company was allocated land without payment of land levy, or leased land with land rents paid once for the entire lease, allocated land with payment of land levy, received transfer of land use right with land levy, land rents already paid, amount of money paid for transfer of land use right originating from state budget, the Service of Natural Resources and Environment shall make the submission to People’s committees of provinces for decision on recovery of land from consolidated or merged company for allocation or leasing of land to consolidated or merging companies.

Land price for calculation of land levy, land rents shall be the land price decided by People’s committees of provinces at the time of allocation of land, leasing of land;

2. In case a consolidating or merged company was leased land (by the state) with land rents paid annually, or allocated land with payment of land levy, leased land with land rents paid once for the entire lease, received transfer of land use right with land levy, land rents already paid, amount of money paid for the transfer of land use right not originating from state budget, the consolidated or merging companies shall be responsible for registering changes of land, land-linked properties according to the procedures prescribed in Article 85 of the Decree No. 43/2014/NĐ-CP; re-signing a land lease contract with the Service of Natural Resources and Environment in case of land lease without re-issuance of the decision on land lease.

Land price for calculation of land rents to be paid annually by consolidated or merging companies shall be the land price determined for calculation of land rents for consolidating or merged companies if the time of consolidation or merging falls within a five-year cycle with land rents being unchanged and shall be re-determined according to the Government’s Decree No. 46/2014/NĐ-CP dated May 15, 2014 after the end of such five-year cycle.

3. In case consolidation or merging of an enterprise takes place simultaneously with conversion of land use purpose, execute conversion of land use purpose as prescribed simultaneously with procedures for recovery, allocation and leasing of land, registration for changes of land, land-linked properties as prescribed in Clauses 1, 2 of this Article.

For conversion of land use purpose that requires permission of competent state agencies, the land price for calculation of land levy, land rents shall be the land price decided by People’s committees of provinces at the time the decision on conversion of land use purpose is issued by competent state agencies;