Decree 128/2014/nd-Cp: On Sale, Delivery And Transfer Of 100% Of State Enterprise

Original Language Title: Nghị định 128/2014/NĐ-CP: Về bán, giao và chuyển giao doanh nghiệp 100% vốn nhà nước

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THE GOVERNMENT.
Number: 128 /2014/ND-CP
THE SOCIALIST REPUBLIC OF VIETNAM.
Independence-Freedom-Happiness
Hanoi, December 31, 2014

DECREE

V. Okay. sell, deliver and transfer business 100% of state capital

__________________

Government Law Base December 25, 2001;

Corporate Law Base November 29, 2005;

On the recommendation of the Minister of Planning and Investment,

The government issued a sales decree, delivered and transferred the business of 100% of the state capital.

Chapter I

GENERAL REGULATION

What? 1. The adjustment range

The decree provides for the sale, delivery, and transfer of a business of 100% of the state's state-owned capital, peer agency, government agency, the Provincial People's Committee, the Central Committee of the Central Committee (later called a limited liability company), business 100% of the parent company in the economic conglomerate, the company corporation, the company group (later called a member company) has a parent company operating in the form of a limited liability company a member owned by the State as its owner; sales of the lymph node. The company's dependencies are limited to one member, the member company.

What? 2. Subject and conditions applicable

1. Sell the LLC a member, the member company (which then calls off the sale of the business) does not depend on the size of the state capital in the following cases:

a) The sale of the business that was approved by the Prime Minister in the General Project arranged the business of 100% of state capital;

b) The share of the shares in the overall project arranged the business of 100% state capital but did not implement the chemical stock.

2. Sell the LLC 's dependent accounting unit a member, the business division member company that has been approved by the Prime Minister in the Government' s Total Project to arrange 100% of the state capital but unaffected by the company. The operation and the ability to carry out the debt obligations of the rest of the business department.

3. Transport the LLC a member, the member company to the worker of the worker (later called the business delivery) when responding to the following conditions:

a) The value of the total assets recorded on the accounting book under $15 billion;

b) There is no advantage over land;

c) The business transaction in the overall project arranged the business of 100% of state capital approved by the Prime Minister.

4. Transfer the LLC a member, the member company (then called the business transfer) must meet the following conditions:

a) As an active business in the industries, the main business sector or is closely related to the sector, the main business sector of the economic conglomerate, the company ' s total company, the company group recepts to transfer;

b) No dissolution or loss of payment;

c) A business transfer in the overall scheme of 100% corporate capital is approved by the Prime Minister or decided by the Prime Minister on the basis of the agreement and offer of the transfer party and the recipient of the transfer.

What? 3. Explain words

In this decree the words below are understood as follows:

1. "Sale of the business" is the conversion that owns a whole business or unit of operations that depends on the collective, individual or other legal income.

2. "Business delivery" is the transfer of non-income ownership to the limited liability company a member, the member company for the collective worker in the business that is well-defined by each person.

3. "Enterprise transfer" is the transfer of ownership of the owner or owner to the limited liability company a member, the member company between the transfer party and the transfer party.

4. "Business 100% of state capital" is a limited liability company a member issued by the ministry, peer agency, government agency (later called the Ministry), the Provincial People's Committee, the Central City of Central (later called the People's Committee). It is the owner of the department.

5. "parent company" is the parent company operating in the form of a limited liability company a member owned by the State as the owner in the economic conglomerate, the corporation and the company group.

6. "Enterprise buyer or business department" is a collective worker in the business, legal, group of people or individuals buying businesses or business parts.

7. "Business recipient" is the collective worker in the business receiving business.

8. "The delivery man, the business seller or the business department" is the agency, the organization that owns the business owner.

9. "Business transfer side" is a parent company or ministry, the Provincial People ' s Committee is assigned as a state owner.

10. "Corporate transfer to business transfer" is the parent company operating in the form of a limited liability company a member owned by the State as the owner in the economic conglomerate, the company general and the company group or the Ministry, the Provincial People ' s Commission (in the ... case of business transfer between the ministries, the Provincial People 's Committee and the transfer of business from the economic conglomerate, the corporation, the company group to the Ministry, the Provincial People' s Committee and was decided by the Prime Minister).

11. "Business transfer with payment" is the method of return by money corresponding to the transfer of the transfer business of the transfer party to the transfer party.

12. "Sales of non-payment business" is the method of not having to reimbursate money for the business transfer party.

13. "Selling in a direct mode" is the method of negotiation, agreement, and contracting the direct contract between the business seller, the business department with the business buyer, the business department in the event of only one organization or human body. labor in the business or a group of people or an individual registered to buy (the following is called a buyer subscription).

14. "Selling a method of auction" is the method of selecting a business buyer, the business department when it comes from two buyout subscribers through a public competitive bid at auction.

15. "Collective worker in business" is the organized collection of workers on the regular worklist of the voluntary business implementing the business of business workers ' Conference on receiving delivery, corporate purchasing, business, and business. The unit of the accounting unit at the time of the validity of the decision to approve the labor arrangement.

16. "New Innovation in Business" is the organization established in the business that makes it sell, deliver, and transfer business by the Ministry, the Provincial People's Committee, the parent company that decides to establish.

17. "New Innovation and Corporate Development" is a colonial organization, the Provincial People ' s Committee, the parent company in the economic conglomerate, the total company stipulated at Section 2 Article 7 of the Digital Protocol. 99 /2012/NĐ-CP November 15, 2012 of the Government on Assignment, Devolve Implementation Of Rights, Responsibilities, obligations of state owners to state enterprises and state capital invested in the business (after this is called the Digital Protocol). 99 /2012/NĐ-CP ) to perform provisions and permissions on regulation at this Decree when selling the business, the accounting unit of dependencies or delivery, business transfer.

18. "Board of Business Scouts" is held by the parent company or the Ministry, the Provincial People 's Committee (in cases of corporate transfer between ministries, Provincial People' s Committee and corporate transfers from the economic conglomerate, the company ' s total company, public group). It was decided by the Prime Minister, the Provincial People's Committee, and the Prime Minister decided to establish a business transfer.

19. "Sales of non-equity is" being the business that under the overall project of a 100% business arrangement of state capital has been approved by the Prime Minister, the ministries, the Provincial People ' s Committee approved by the portfolio of shares, after adopting all the measures. The laws are prescribed by law in terms of antiquities, but still do not share it or not meet the eligification.

20. "Businesses do not have the advantage of land" as business:

a) There is a right to use land for under 200 m. 2 ()

b) The transfer price of land use or land lease on the market in normal conditions does not exceed 20% compared to the price issued by the Provincial People's Committee and announced at the latest time. The undetermined case is the use of the transfer price or land lease of the land with the same location, conditions, and purposes of the same use to determine.

What? 4. The subject is bought, delivered, received business transfer

1. The subject has the right to purchase the business, including:

a) The collective labourers in the business;

b) Individual workers in the business;

c) Businesses, including businesses with foreign investment in Vietnam, except for financial institutions performing valuation consultants, business sales auctipts, and limited liability companies a member owned by the State;

d) The citizens of Vietnam had enough civil conduct capacity, except those who were not established and managed business regulations at points b, c, d, e, e, g Clap 2 and point b A 4 Article 13 Corporate Law, Member of the Innovation Board and Corporate Development. In fact, individuals of financial institutions perform valuation consulting, business sales, and business.

The financial economy is established by foreign legislation operating abroad or in Vietnam, foreign individuals, except for the financial and personal economic organization of the financial economic organization that implement valuation, auction, and finance. Business.

e) The group of businesses, organizations, individuals linked together to the same business.

2. Businesses with foreign investment capital regulation at Point c and regulatory objects at Point 1 This Article according to the rule of law determined to be the foreign investor joined together with businesses, other Vietnamese citizens who buy a foreign investment in the United States. part of the business in the following regulation:

a) For the business being sold in the profession, the sector in which Vietnam has an international commitment to the right to be funded, buying shares of foreign investors, foreign investors who are bought businesses by the rate of not exceeding the international commitment to Vietnam. Male.

b) For businesses sold in the professions, the field outside Vietnam ' s international commitment, foreign investors are bought businesses in accordance with the statutory rate of law on limiting the rate of foreign investors to the profession, and the employment rate. Yeah, that area.

c) For businesses that are sold multi-disciplinary, multidisciplinary activity; including a number of professions, the different regulated sector in terms of foreign investors ' participation rates, foreign investors are joined to unexcused businesses of the profession, the field that regulates the foreign investor ' s participation rate at the lowest level;

d) In addition to the specified cases at Point a, b, c This paragraph, foreign investors are bought Vietnamese business with a non-limited rate.

3. The object to be admitted to the business is the collective worker in the business that meets regulatory conditions at Article 21 of this decree.

4. The recipient of a business transfer is a parent company with a major business profession or a support for the main business profession due to the authority approved by the authority at the Company 's Charter in accordance with the business' s main business sector. Transfer.

The special case needs to transfer the business between the ministries, the Provincial People 's Committee and the transfer of business from the economic conglomerate, the company' s general, the company group to the Ministry, the Provincial People ' s Committee, the transfer party and the transfer party to report. The Prime Minister considers it, decided.

What? 5. The principle of sale, delivery, business transfer

1. The buyer, the business recipient who is not resold to the business during the regulation of the contract.

2. The business of the business when performing a sale, delivery, transfer is calculated by value. The value of the business makes it to be calculated according to the actual price on the market. The value of the practice business is calculated as a value on the accounting book that has been audits audits by the independent audit organization.

3. The first order in the choice of business selling:

a) The auction has inherited the debt;

b) The auction does not inherit the debt;

c) The direct sale of the debt is inherited in debt;

d) Direct agreement failed to inherit debt;

The priority is sold to the worker collective in the business if the collective worker in the business pays off by another buyer in the last auction.

4. Enterprise transfer principle:

a) Transfer of unpayment applies in the case of a business transfer from the Ministry, the Provincial People's Committee to the Economic Corporation, the corporation, the company group; the business transfer between the ministries and the Provincial People's Committee. The transfer of business from the Ministry, the Provincial People ' s Committee to the Corporation of Investment and Capital Business is implemented in accordance with the principle, sequence, procedure of regulation at the Digital Protocol. 151 /2013/NĐ-CP November 1, 2013 in terms of function, mission and operational mechanisms by the Corporation of Investment and Business Capital Capital;

b) The transfer has the applicable payment in the case of a business transfer between the economic corporations, the corporation, the company group;

c) There is agreement between the transfer party with the recipient of the transfer and in accordance with the laws of competition law.

d) The case of business transfer under the following principles was decided by the Prime Minister:

-Transfer of corporate status on a basis of recognition of the increase, loss of equity according to the book value of the transfer business;

-Transfer of enterprise status by principle that does not pay and only perform inventory, evaluate the property, finance, corporate debt, redefine the value of the business.

5. Do the public publication in accordance with regulations at Articles 13, 15, 23 and 29 Decree.

6. The method of payment when purchasing the business is Vietnamese currency. Foreign investors have the need to buy businesses that must open a payment account at a bank, the foreign bank branch is operating on Vietnamese territory, making payments in purchasing the business through this account and adhering to the business of the company. the provisions of the law on investment, foreign exchange, and relevant regulations.

7. The actual, reasonable and necessary expenses for the sale, delivery, business transfer is processed according to the guidelines of the Ministry of Finance.

What? 6. State guarantee

The state recognizes and protects ownership, the right to use of the property, the right and other legitimate interests of the buyer, the recipient, the party receiving the transfer of the business; the right and the legitimate interests of the workers and stakeholders under the law. the law.

Chapter II

BUSINESS SALE

What? 7. The rights and obligations of the business buyer

1. subscribers buy:

a) There is the right to survey the status of the business; case studies, financial statements, property tables, ownership certificates, property rights, land, business-related contracts;

b) There is a responsibility to keep the information confidential from the survey's facts and documents; it is not disclosed or used on a detrimental effect on the business, the enterprise department. In case the subscribers purchase the disclosure and use of the information that is detrimental to the business, the business department will be processed under the rule of law.

2. The person who bought the business:

a) Be entitled to choose the legal form of the business after purchase; be continued to lease land or receive land that collects money using the land according to the law of the land;

b) Succsent to the rights, legitimate interests, the obligations of the business that have written in the business purchase contract and signed contracts;

c) Payment of business purchases under contract signed;

d) Not to be sold, transferred the business when not completed payment of the business purchase and other commitments (if any) at the Enterprise Purchase Contract.

What? 8. Sales self

1. Preparing to sell the business, including: Notice the sale of the business; prepare the records, legal papers of the business.

2. Construction, approval of the sale of the business, including: Checking, Projector, asset classification and debt; financial reporting and asset processing, financial and debt processing; tax decision reporting at the time of defining enterprise value; the arrangement method. labor; define enterprise value; the sale method, which determines the minimum selling price and the sale method, envisage the cost of organizing the sale of a business; approx the sale, handling of assets, finance, debt, labor.

The expected case of the amount of revenue from the sale of the business was not sufficient to offset the cost of performing the sale of the business (the case of the purchasate of the debt) or not enough cost and the payment of debts (the case of an uninheritable buyer) then had to move to the solution form. Yeah, it's bankruptcy.

3. Processing of property, finance, debt, labor.

4. Enterprise organization.

5. Approve the results of the sale; set up the business finance report at the time of the table for the buyer; the contract signing; payment; table of assets, books and related records for the buyer; the announcement of the completion of the sale of the business.

6. Corporate registration for business after sale.

What? 9. Messages on the sale of business

Based on a 100% business arrangement of the state capital that has been approved by the Prime Minister, the authorities have the authority to decide the sale of the business to inform the business of the sale of the business and carry out public publication on 1 (one) written in 03 (three) consecutive numbers and on the Department of Planning and Investment Department electronic information page (s). www.business.gov.vn) , the ministry 's electronic information page (for the LLC a member of the department), the Provincial People' s Committee (for the LLC a member of the Provincial People 's Committee) or the parent company in the economic conglomerate, the company' s total public office. company, the company group (for a member company) during the time of the sale of the business.

What? 10. Processing of assets and finances when selling business

1. The handling of the property, the balance of money by the Compensation Fund, the Welfare Fund, the unfinished construction costs, the spare parts, holes, or interest in accordance with the Government ' s financial handling regulations at the Decree of a 100% business transfer of state capital. The shares.

2. Checklist of asset checks:

a) For the inheritance of the property if it is not defined or not found, the business is given an increase in the actual value of the state capital corresponding to the actual value of the inheritance property;

b) For the property lacking, the business must determine the cause, the responsibility of the collective, the individual and the claim to the provisions of the law. The disparity between the individual ' s compensation value, the related collective, the insurance organization (if any) with a lack of value is the accounting of the business production costs.

What? 11. Processing the debt and determine the value of business

1. The business is sold or has a sold division responsible for the passport, validation, recall of debts receivable prior to sale; mobiling sources to pay the debt to a return or agreement with the creditors to handle before the sale.

2. For debts that must be repaid and the debt payable is subject to the purchase conditions that are inheritable or not inheritable to handle following the following principle:

a) The case of a buyer pledged to inherit the debt and is agreed by the creditors to transfer the debt to the buyer, the buyer is responsible for payment of the debt payable and revoking the debt receivable; the pledge to inherit the debt must be obtained. must be written in the business purchase contract and the written notice to the creditors, who owe the business and the stakeholders;

b) The case of an uncommitted buyer is not committed to debt or that the creditors do not agree to transfer the debt to the buyer, the business being sold is responsible for handling these debts according to the state's current regulation of debt processing. The case of debts that have not been processed by the state's current regulation of debt processing is processed under the regulation of the handling of the debt by regulation of a business transfer of 100% state capital to the holding company before determining the price. Business.

3. For the prepaid payers to the supplier of goods, services such as: Home rent, land rent, purchasing money, public money must deal with the contract and volume of goods, the service offered to account for the value of the business.

4. The identification and adjustment of enterprise value is applied in accordance with the rules of regulation of the valuation of the value of the business stake in the Decree on the business transfer of 100% state capital to the holding company. The New Innovation and Enterprise Development Board is responsible for an appraisal of compliance with the laws governing the valuation of the business, the competent agency that determines the value of the business. In case the results determine the value of a business that does not guarantee the regulation of the State, the authority with the authority to decide on the sale of the business may refuse to pay the cost of the valuation services; if it damages the state and the business. If you want to, you'll have to pay for it.

5. For non-equity businesses to be transferred to the method of sale, it is succeeded by inheritalizing the value of the business that has been approved by the authority with the authority to approve during the course of the shareholding. The Finance Ministry instructs the deadline to be succeeded by determining the value of the business and the resulting adjustment of the value of the business as the market has a change in the price of relevant assets.

What? 12. Define Enterprise Sales Price

1. The starting point of sale of the business is determined by the following principle:

a) No less than the total value of state capital that has been determined by regulation at paragraph 4 Article 11 This decree and the value of the land use (if available) at the publication price of the Provincial People's Commission if the buyer inherits debts;

b) No less than the total value of the business has been determined by regulation at paragraph 4 Article 11 of this decree if the buyer does not inherit the debts.

2. Sales price:

Base in the method of sale (auction or direct sale), payment method (once or more times), the purchase price, the number of workers that the buyer continues to use to decide the sale price but not lower than the specified starting price at 1 Article. Hey.

What? 13. The organization sells businesses in an auction

1. The business of selling the business that comes from two people registered to return is required to sell in one of the following two methods of auction:

a) The bid to inherit the rest of the remaining labor, applies in the case of settling a portion of the labor under the law of labor and policy toward the worker's surplus, due to rearranging the LLC a member of the company. The state owned it;

b) Do not inherit labour, apply in the case of a settlement of the number of workers or have approved the method of addressing the number of workers in accordance with the law of labour and policy on workers of excess workers due to rearrangement of the company. It is a limited liability for a member state owned by the state.

2. The new Innovation and Development Board has the following powers and duties in the direction and oversight of the auction:

a) Building the regulatory agency auction process that decides to sell the approved business;

b) The choice and the competent authorities to decide the sale of the business decides the signing of the lease, the professional auction organization. The professional auction organization includes both the Asset Auction Service Centre and the business auction business auction in accordance with the United States Digital Protocol. 17 /2010/NĐ-CP March 4, 2010 by the Government on the sale of asset price auction (later called the Digital Protocol) 17 /2010/NĐ-CP).

c) The competent authorities decided to sell the business to decide the auction method and publish the starting price;

d) Monitoring the auction.

3. Define enterprise value:

a) In the term 60 (sixty) days, since the date of the decision to sell the business, the Innovation Board at the business must complete the regulatory work at Articles 1, 2, 3, 4 and 5 Article 18 This Protocol and submit results to the Innovation Board and Business Development. Oh,

b) In the time of 30 (thirty) days, since the date of receiving results by regulation at this point, the Innovation Board and Enterprise Development must implement the organization defining the business value in accordance with the principle of regulation at Section 4 Article 11 Decree. Hey.

c) The resulting base determines the value of the business, the Innovation Board and the Development of the Agency for the Authority to publish the starting price.

4. Sign a business auction sale

The agency with a decision to decide the sale of the business to sign a business auction contract with the professional auction organization is selected. The main content of the enterprise price auction contract, the responsibility of the contract parties, end the contract by regulation at the Digital Protocol. 17 /2010/NĐ-CP.

5. During the 05 (year) period of work, since the agency, the organization has the authority to decide the sale of the business to a starting price, the professional auction organization must announce publicly at the business and on a newspaper written in 03 (three) numbers. consecutive and the slowest business electronic information page of the Ministry of Planning and Investment (www.business.gov.vn) is the slowest 45 (forty-five) days prior to the sale of the auction on the following information:

a) Name, address and business career of the business are auced;

b) The basic information on property, labor, finance, land, including the rest of the land lease (if the business is renting the land);

c) The starting price;

d) The pre-order level;

) The Conditions Of Sale;

e) Time and place receiving bids for auction;

g) Time and place filing for business purchase, pre-order money;

) Time and venue for auction sessions. The venue for auction sessions can be held at the headquarters of the professional auction organization, at the business or at other venues according to the professional auction organization's agreement and the competent authority to decide the sale of the business.

6. Invitations are included: The specified information at paragraph 5 This, the purchase application form, the auction of the auction.

7. The business buyer must file a subscription to the business and pre-order for the professional auction organization in accordance with the following regulations:

a) The pre-order purchase and pre-order application must submit at least 05 (year) pre-day working day of the sale of the auction;

b) The purchase application must have a minimum price record set to purchase a business, the minimum purchase price is not lower than the starting price;

c) The pre-order level equals 10% of the starting price;

d) When applying for a business purchase, the applicant must appear to prove the people (for the individual being Vietnamese), passport (for the individual being foreign), the authorization paper (for the organization) and sign the pledge to sell the auction;

Upon receipt of a pre-order and pre-order, the professional auction organization gave the file a certificate of receipt and receipt of the pre-order receipt. The professional auction organization is responsible for keeping the buyer's purchase price secret.

During the purchase of the business purchase application, the registered recipient may withdraw the purchase application and be reimbursable immediately.

8. The auction sale was made when at least two people applied for a valid business purchase and paid pre-order.

Where only one registered business purchase application is approved, the seller applies the direct method by regulation at Article 14 of this Agreement.

In the absence of a valid business purchase application, the professional auction organization reports the New Innovation and Enterprise Development to reduce the starting price but no less than the specified price rate at Article 1 Article 12 This Protocol or the application of the following: Different forms of conversion.

9. The auction sale is done as follows:

a) Professional auction organization decides to bid for the auction of the auction and invite a participant to witness an auction.

The provision of the payment and the rules of conduct in the auction session are performed in accordance with the auction of the auction session;

b) The professional auction organization decided to choose either one of the two forms of auction to be directly bidding by words or bidding by voting to conduct business auction;

c) The sequence of the auction is prescribed at Clause 1 Article 34 The number of digits 17 /2010/NĐ-CP;

d) The performance of the business price sale must be inscribed on the business auction compilation. The sales of the auction business must have the signature of the auction of the business auction operator, the editor, who hit the business price and the person who witnessed the auction. The sales price sales margin must be held by a professional auction sale to the Innovation Board and the development of the business after the end of the auction;

The results of the sale of the business price are inscribed on the Enterprise auction register. In the case of successful business auction, the auction of business auction business aucts semi-auction business;

e) The case of a rejected auction (not to sign an auction or sign of an auction but not signing a business purchase contract) the organization performs an option auction and informs the lower-priced person who is the added price winner. if the price of this person is not less than the starting price of the final auction. If the added price player refuses, the organization performs a bid to cancel the auction results and report the business seller to reauction at another time;

g) The case of a non-successful auction session is a professional auction organization that has to compile an unfounded auction. This compilation must have the signature of the auction of the auction session and the witness.

What? 14. The organization sells businesses in direct mode

1. The case with only a valid corporate purchase application is approved, the competent authority to decide the sale of the business to apply the method of selling the deal directly.

2. The Innovation Board and Corporate Development and Corporate Director traded directly with the buyer on the sale price, the use of labor use and agreement on the content of the purchase contract. The total value of the assets of the business (for the uninheritable purchase of debt) or total value of state capital at the business (for the acquisition of debt inheritance) determined by regulation at paragraph 4 Article 11 This decree is the basis for the sale. deal with the buyer for the sale of the business.

The Innovation and Business Development Board sends records and borders to the competent authority to decide the sale of the business.

What? 15. Approved results of sale, contract signing, desk, payment, announcement of the completion of the sale of business

1. During the 05 (year) period of working day, since the adoption of the offer of the Innovation Board and Enterprise Development, the competent agency chief has the authority to decide on the sale of the business to approve the results of the sale of the business.

2. In the time of the 2 (two) days of work, since the date of the sale of the semi-business results, the organization makes the bid to reimbursate pre-orders for those who participate in the valid auction but do not hit the auction. The pre-order of the auction is subtracted from the value of the business. Pre-orders were not reimbursable for the auction of the auction house, who was auced but did not execute the prescribed contract. The pre-order clause was not reimbursable by the sales increase due to the sale of the business and used by regulation at Article 16 of this decree.

3. During the 10 (ten) days of employment, since the decision to approve the results of the sale of the business, the seller and the buyer must sign the sale of the business. The corporate purchase contract includes the following main content:

a) Name, address, account number of the business sold;

b) Name, address, account number (if any) of a business buyer;

c) Sales prices;

d) The commitments of the buyer and the business seller;

) The method of transferring assets, payment of business money, time of business delivery;

e) Treatment of issues arise, contract disputes.

Attached to the contract is the asset manifest, the debt (if any) that the buyer and the seller have made a deal.

4. The buyer of the payment business in the regulatory period at the purchase contract, but the maximum of no more than 01 (one) year from the time the business purchase contract is signed; in which the first must be done in term 1 (one) month and payment. no less than 70% of the sale price.

When the buyer has paid at least 70% of the sale price and has enough collateral or bail in accordance with the provisions of the law for the remainder, the Innovation Board and Enterprise Development must organize the business table for the buyer. The business seller continues to run the business until the table is finished. The case of property failure, the seller is responsible for compensated by law.

5. In the 15 (fifteen) days from the date of the handover, the authority with the authority to decide the sale of the business announces the completion of the sale of the business with the following content:

a) Name, address of the business sold;

b) Name, address of the buyer;

c) The price of sale, the method of sale, the payment deadline;

d) The responsibility of the buyer, the business seller, and the relevant agencies in the handling of the problems that exist and arise.

Announcing the completion of the sale of the business was posted on public information and sent to the agencies: Corporate Finance, Taxes, Business Subscription, Planning and Investment, Labor-Trade and Social Affairs, Provincial Statistics, Free Cities and Social Media. Central to the business where the business is based, the Board of Innovation and Business Development.

What? 16. Manage and use the amount of business sales

The amount of the sale of the business after paying into the state budget is the value of the land use (if any), used in the following purposes: Payment of the expenses served for the sale of the business; payment of debts that the buyer is not inherited; indeed current policy for workers when selling the business; the remaining amount is filed on:

1. The Foundation supports the business arrangements at the parent company in the case of a member company, the parent division of the parent company.

2. The LLC a member in the case of selling the corporate division of the LLC a member.

3. Fund support arrangements and development of the business in the case of a limited liability company a member.

What? 17. Principles and policy towards workers and the holder of the management leadership of the country.

1. For workers to continue to work at the new business:

a) The business is sold in charge of pension repayment to the duration of the worker working at the business from the time of the purchase of the sale returns first;

b) Perform new labor contract delivery when moving to work at the new business.

2. The workers who are eligible for the pension regime are carried out under the rule of law on social insurance and other rights under the law of labour law.

3. The worker terminated the labor contract that was entitled to the employment of job-loss subsidies, quit following the regulation of labor law or policy on the amateur to rearrange the LLC a member of the state. to be the owner.

4. Chairman and Member of the Board Member or Chairman of the Company, Controller, General Manager (Director), Chief Accounting Officer and Elected Corporation representative portion of the business being sold at the other business working under the appointed regimen of the Ministry. or the Provincial People ' s Committee or the Board of Membership Companies each specific case to have a job layout. The case is not arranged whether or not to be allowed to follow the law of an Act of Officer, civil rights to the title of leadership, management of the LLC, a member owned by the state, owned by the state, and who was appointed by the state. to be a representative of the state-owned capital of the state at the capital of the state.

What? 18. The responsibility of the business is sold

When it comes to being informed about the sale of the business, the Innovation Board at the business is responsible for organizing the following work:

1. Prepare for full of records, legal papers, unliquorable contracts, ownership certificates, the right to use the property and land of the business.

2. Checking, determine the amount of assets available at the business, the enterprise division, the actual assessment and classification of assets that can continue to use, the liquorable assets, the concession.

3. The passport and classification of the debt must be obtained, must be paid; the list of creditors and the amount of debt must be paid, the number of debt must be obtained, which divides the debt with the ability to recall and debt is not able to recall and petition the treatment.

4. Set up the latest quarterly financial report; the legislative, financial, and financial treatment of the principles of regulation at Article 10 and Article 11 of this decree.

5. Build a method of arranging the number of existing labor of the business in the following content:

a) List of the entire existing work of the company.

b) The list of workers who move to work at the new business, workers take the training again to continue to work at the new business.

c) List of retired workers.

d) The list of workers must end the labor contract.

6. Create a condition for the regioner to purchase the survey business, access the specified document at 1 Article 7 This Protocol.

7. Asset processing, finance, debt, labor under a licensed jurisdiction and under contract purchase contract.

8. Sign a lease advisory advisory and lease the organization to make a business auction.

9. Set up a business finance report at the time of the delivery for the buyer and handles financial problems that arise from the time of the business valuation to the time of the delivery.

10. Table of property transactions, books and related records for business buyers under the deal written in the business purchase contract.

What? 19. Corporate Register

After receiving a business transaction, the business buyer performs a business registration in the same type of the corresponding type that the business will operate or change the business registration under the rule of law.

The business registration record must include a copy of the contract to buy, sell the business, and compile the business desk.

The case of a business buyer to move the business into the business of the business already has the addition of a business register under the law of corporate registration.

What? 20. Check out, monitor the execution of contract commitment

The person who decides to sell the business is responsible for organizing the following, examining the implementation of the commitments in the purchase contract, sale of the business; handling or petit the state agencies with the authority to process under the law of law to those schools. A contract violation contract.

Chapter III

BUSINESS DELIVERY FOR WORKER COLLECTIVE

What? 21. Conditions for the worker ' s collective receiving business

The collective worker in the business is considered to deliver the business when fully responding to the following conditions:

1. Free to register for business delivery.

2. Commitment to maintain and develop business production, guarantee the minimum employment from 03 (three) years or more since the date of the business delivery (except in the case of another agreement with individual workers), enclose the social insurance for the worker. continue to work at the business in accordance with the rule of law.

3. inherit the debt and property obligations of the business after having processed under the provisions of this decree. Inherits and obligations to the employer according to the law of labour law.

4. No sale, rental, self-dissolving of the business in a minimum term of 03 (three) years after receiving delivery, unless the business case loses the ability to pay.

What? 22. Principles of property handling, finance, debt and labor when trading in business.

1. The innovation board at the business conducts inventory, determining the amount and status of all assets; long-term investments, short-term investments; lease, borrowing, holding, selling, deposing, appropriation, leasing, lending; and distribution of types of debt; The list of creditors and debts must be paid, the list of people with debt and the amount of debt must be obtained, which defines the debt that is likely to recover and debt is not likely to recover; conduct asset classification, process of assets and debts; report tax decisions at the time. the defining point of enterprise value.

2. Asset processing principle:

a) For assets that bring in joint venture capital or venture capital contributions; outsourcing assets, financial leasing; borrowing, holding, and other non-business assets, business parties, business people, and property owners. product agreement to succeed and sign new contracts or contract liquoration;

b) For the appropriated property, the business determines the owner to return or sign the lease of the property. The undetermined case is owned by the owner, the state-raised accounting firm corresponding to the actual value of the property;

c) For the property of the welfare work, the assets used in the production of business are invested with the source of the reward fund, the business fund of the business and the balance balance of the reward fund, the Welfare Fund is transferred to the new business management. It ' s used to serve the collective labourers in the business.

d) For assets used in manufacturing, business is invested with the source of the reward fund, the benefit fund of the business, which gives the business the continued use in manufacturing, business;

) The balance of money from the reward fund, the Welfare Fund is divided by the worker who is working on the number of years of actual work at the business prior to the business delivery.

3. The principle of handling the debts:

a) For tax liabilities, the payments must be submitted to another state budget; the loan of the state-owned Commercial Bank that the business has mobilisled funds to pay debt but not enough is handled in accordance with the guidelines of the Ministry of Finance;

b) For the social insurance debt of the responsibility of the business and of the worker that the business has obtained, the pay debt and other workers ' debts before the transaction of the business is subtracted from the value of state capital at the business. For payment. The non-state equity case is supported by payment from the Fund for Arrangement Assistance and Enterprise Development to a business of 100% state capital or from the Corporate Arrangement Assistance Fund at the parent company for the member company in accordance with the ministry ' s guidelines. Finance;

c) The business recipient is responsible for inherits the receivable debt, which must be paid by the business after being processed. In case the creditors do not agree to the successor to the successor business, the handling of the debts must be paid by the business in accordance with the guidelines of the Ministry of Finance.

4. The remaining asset value, after the payment of the costs required for the delivery of the business, is transferred all to the worker's collective in the ownership business.

5. The case of company President, Director, Deputy Director, Chief Accounting Officer, Corporate Controller does not participate in the business of the business, and is given the authority to decide whether to run a business in a particular case for a job layout or a solution. It ' s decided to follow the policy of government policy.

What? 23.

1. The base on the overall project arranged business 100% of state capital that has been granted jurisdiction, authorities have the authority to decide the business to inform the business and execute public publication on 1 (a) the paper or the telegraph office. In 3 (three) consecutive numbers and on the Ministry of Electronic Information (for limited liability company a member of the Ministry), the Provincial People's Committee (for the LLC a member of the Provincial People's Committee) or the parent company, is a member of the department. in the economic conglomerate, corporate corporation, company group (for member companies) during the course of the business delivery.

2. Executive Committee of the junior union or the Executive Committee on a direct basis (for the unfounded business of the grassroots union) and the Corporate Director to hold the Workers ' Conference to vote in the majority of the process of self-sale. Let ' s take the business, and we send representatives to the business to take the business.

3. The new Innovation Board in the business of conducting asset classification, identification and classification of debt; financial reporting; expected organizational cost of carrying out business. The data base on accounting books, inventory results, classification, asset processing, finance and debt under the principles of asset processing, finance and debt principles stated at Article 22 of this Decree, Corporate Director and Innovation Board at the firm ' s authentication business. The value of the business is delivered to the worker's collective. Where the cost of organizing a business is expected to be larger than the value of the rest of the state in the business, then it has to move into the form of dissolution, bankruptcy.

4. The person who is elected by the Labour Council as the organization of the organization to implement the list is accompanied by the relevant profile of the worker, the classification of labour; construction and through the business of receiving business including both the business and business production. The use of labor in accordance with regulation at Article 46 of the Labor Code; the implementation of enterprise delivery conditions; the commitment to use the number of workers voluntarily receiving the business.

5. The worker ' s collective representative sent the business to receive the business to the Innovation Board and Enterprise Development, records include:

a)

b) Business production method;

c) The method of use, retraining of labor;

d) A new type of enterprise organization;

) The commitment of the collective labourers in the business.

6. During the period of 05 (year) day of work, since receiving the offer of the Innovation Board and Corporate Development, the competent agency chief has the authority to decide the business to consider, approve the filing of business delivery and board the decision. delivery of businesses to the collective of workers; this decision is sent to the agencies: Corporate Finance, Taxes, Business Subscription, Planning and Investment; Labor-Trade and Social Affairs, Provincial Statistics, Central City Central City where the business is located. It is the main headquarters; the Innovation and Enterprise Development Board.

7. During the 10 (ten) days of employment, since the decision to approve the filing of the business of the business and the decision to hand the business to the worker 's collective, the worker' s collective representative and the Minister, the People ' s Commission. level of authorized provincial government; General Manager or Chairman of the Council Member of the parent company must hold the signing of a business deal. The business exchange contract consists of the following major content and is informed at the business, on one of the types of writing or electronic paper 03 (three) consecutive numbers:

a) Name, business address is assigned to the collective of the labourers;

b) They and the name, the address that represents the collective of the labourers;

c) The value of the business is delivered, the communication method;

d) The commitment of the worker collective at the business;

The rights and obligations of the worker's collective business.

Attached to the contract is the value of the transaction assets into value, the collective list of workers assigned to the business.

8. The new Innovation and Development Board with the Corporate Director of the Business Organization in accordance with the methodology has been approved for the worker ' s collective, which has the witness representation of the agency with the authority to decide business delivery and agency. Business finance.

9. After the delivery, the worker ' s collective representative held the General Assembly General Assembly, Board of Member or Member of the Assembly, depending on the type of holding company, the limited liability company or the cooperative that the recipient of the recipient of the recipient. select, do business registration in accordance with the laws of corporate registration legislation. A business registration record must include a valid copy of the business transaction decision, the contract for business delivery, and the boundary of the business hand for the worker's collective.

10. The representative of the business announces public information on the mass of information in accordance with the regulation of the law and the corporate electronic information page of the Ministry of Planning and Investment ( www.business.gov.vn ) about the business delivery and changing the legal form of the business in the period of no more than 30 (thirty) days, since the date granted the Business Registration Certificate.

What? 24. Property rights to business after delivery

The entire value of the remaining assets of the business after having been processed under the regulation at Article 22 of this Decree is in the collective of the worker's collective and divided into the shares or parts that contribute to each worker to participate in the transaction. Oh,

Every employer who receives the business is given ownership of a portion of this remaining asset value by shares or portion of the contribution corresponding to the number of years that worked for the state sector; enjoyed dividends, the profit portion; has the right to inherit but not. transfer of the stake or portion of the capital delivered in the time of 3 (three) years after the delivery of the business.

What? 25. Rights and obligations of the business party

1. Register the business in the form of a selected legal form.

2. Used to be used by the asset, the organization of business production, distribution of income under the organizational and operational charter of the business.

3. Succsent to the right, the legitimate interests of the former business under the agreement in the business deal agreement; the inheritance of land lease contracts, electricity supply, water of the former business under the rule of law. The business has the option to inherit the lease of the land or move to the form of land on the rule of the land law.

4. Being supported by funding organised retraining to address employment for workers from the Enterprise Arrangement Assistance Fund under the guidance of the Ministry of Finance.

5. is responsible for implementing the commitments in the contract to receive the business and obligations with the State under the rule of law.

Chapter IV

ENTERPRISE TRANSFER

What? 26. The principles of organizing the business transfer

1. For business transfer cases the Prime Minister decides to transfer the state of the business on a basis of recognition of the rise, loss of equity according to the book value of the transfer business: The recipient of the transfer and party. transfer of business transfer implementation, decreased equity in accordance with the book value of the transfer business.

2. For business transfer cases the Prime Minister decides to transfer the state of business under the principle of non-payment and only perform the inventory, evaluate the property, finance, corporate debt, confirm the value of the business. reposition of enterprise value: The business transfer side conducts inventory, evaluate the property, finance, the business of the business, redefine the business value in accordance with regulatory principles at Article 27 of this decree and conduct the transfer of the business. Business for the delivery party.

3. For business transfer cases between economic corporations, total companies, company groups under the principle of payment of payment and corporate transfer from the Ministry, the Provincial People 's Committee to the Economic Corporation, the company' s total company, the public group. The company follows the principle of non-payment transfer: Implementals of the transfer in accordance with Articles 27, 28, 29, 30 and 31.

What? 27. Principles of asset processing, finance, debt and determination of corporate value upon transfer of business to China.

1. The innovation board at the business conducts inventory, determining the amount and status of all assets; long-term investments, short-term investments; lease, borrowing, holding, selling, deposing, appropriation, leasing, lending; and distribution of types of debt; The list of creditors and debts must be paid, the list of people with debt and the amount of debt must be obtained, which defines the debt that is likely to recover and debt is not likely to recover; conduct asset classification, process of assets and debts; report tax decisions at the time. the defining point of enterprise value.

2. The principle of processing asset arbiters:

a) For the inheritance of the property if it is not defined by the cause or cannot find the owner, the business is given an increase in the actual value part of the equity corresponding to the actual value of the inheritance property;

b) For the property that lacks the probability of the cause, the responsibility of the collective, the individual to handle the compensation under the current regulation. The value of the property lacking after the exception of the organization's compensation, the individual (if any) is at the expense of the business production.

3. Asset processing principle:

a) For assets that bring in joint venture capital or venture capital contributions; outsourcing assets, financial leasing; borrowing, holding, and other non-business assets, businesses and property owners agreement to continue contracts. or the contract bar;

b) For the appropriated property, the business determines the owner to reimbursate or continue to maintain the property lease;

c) For the property of the welfare work, assets used in the production of business are invested with the source of the Commendation Fund, the Business Benefits Fund and the balance balance of the Reward Fund, the Welfare Fund, the transfer business continues to manage. and use. Workers who do not continue to work at the business since the signing of the business transfer contract are paid respectively from the Commendation Fund, the Food Fund in the number of years of fact working at the business before the transfer of the business;

d) For non-use assets, stagnated assets, pending assets, the Director of the transfer business is responsible for the direction of the liquoration organization, the sale of the property. The liquoration, the franchise is made through a public auction by the state's current regulation. The revenues and expenses for liquoration work, the asset concession is accounted for by the income and the cost of the business.

4. The principle of handling the debt:

a) For the tax debt and the receivship of the state budget: The transfer business is responsible for paying taxes and state-state funds before transfer; the case of a transfer business has not completed the obligation to pay taxes and other expenses. The state budget receivship, the recipient of a business transfer, is responsible for inheritfully inherits the amount of debt that is handed down and is subtracted from the value of equity at the business when payment;

b) For state Commercial Bank loans, loans of organizations, other individuals, the transfer business is responsible for mobiling legal capital funds to pay off-to-term debt payments before business transfer; the business case, the ... The transfer transaction is not paid to the expiration of the debt, the party receiving the transaction is responsible for inherits all debts being handed over and subtracted from the value of equity at the business when payment;

c) For foreign loans (bail or non-bail) has been overdue, processed under the rule of law on debt management and paying foreign loans;

d) For the debt of social insurance, the debt of workers, the business is responsible for handling prior to the transfer of the business and subtracted to the value of equity at the business for payment;

The recipient of a business transfer has the responsibility to inherit the debt receivable, payable to the business after being processed.

5. The remaining asset value, after payment of the costs required for the transfer of the business, is transferred all to the recipient of the ownership business.

6. The principle of defining the value of the business transfer:

a) The identification of the value of the business transferred under the regulatory asset method at the Decree of Enterprise transfer of 100% state capital into a holding company;

b) The transfer enterprise value is the value of the entire existing asset of the business at the time of the transfer which is to the ability of the business to be delivered by both the transfer party and the recipient of the accepted transfer;

The Ministry of Finance guidelines details the handling of assets, finance, debt, and determines the value of the business when transferring the business.

What? 28. The principle of processing and policy on labor, who holds the title of corporate governance management, ...

1. The business transfer side of the business of an all-existing employer, the work list continues to work at the business after the transfer, the list of workers taking to retraining to continue working at the post-transfer business, the list. The book of workers reties, the list of workers must end the labor contract.

2. For workers to continue to work at the post-transfer business:

a) The transfer business is responsible for paying the allowance for the duration of the worker working at the business from the time of the signing of the business transfer to the front;

b) Perform the new contract of labor contract when continuing to work at the post-transfer business.

3. The workers who are eligible for the pension regime are carried out under the rule of law on social insurance and other rights under the law of labour law.

4. The worker terminated the labor contract that was entitled to the employment of job-loss subsidies, quit following the regulation of labor law or policy on the amateur to rearrange the LLC a member of the state. to be the owner.

5. Chairman and Member of the Board Member or Chairman of the Company, Controller, General Manager (Director), Chief Accounting Officer and Appointer representing the capital of the transfer business at the other business working under the appointed regimen of the Ministry. or a Provincial People's Committee or a member of a parent company or a member of a member of the parent company, or a member of the parent company, to receive a business transaction from a particular case in order to get a job. The case is not arranged whether or not to be allowed to follow the law of an Act of Officer, civil rights to the title of leadership, management of the LLC, a member owned by the state, owned by the state, and who was appointed by the state. to be a representative of the state-owned capital of the state at the capital of the state.

What? 29. sequencing, business transfer procedure

1. The base on the overall project arranged business 100% of state capital that has been approved by the Prime Minister or the Prime Minister 's decision on business transfer, the Ministry, the Provincial People' s Committee, the parent company whose business is in the transfer area. notify the business of the transfer of the business transfer preparation.

2. Member Council or Corporate Chairman of the transfer area to the Innovation Board in the business prepared full of records, legal papers, unliquorable contracts, ownership certificates, the right to use the property and land of the business. The practice, which conducts inventory, assets, debt, list of creditors and business indebtants, the debt of creditors and debts to pay; determine the status of assets, qualities, and technical features of the property as prescribed at Clap 1. Article 27 This decree; financial statements; expected organizational costs to make business transfers and business owners report.

The data base on accounting books, inventory results, classification, asset processing, finance and debt under the principles of asset processing, finance, and debt principles stated at Article 27 This Decree, General Manager or Director and Innovation Board at the local business. The determination of the value of the transfer of the business; the business transfer method, the financial handling method, labor, assessment of the effects of the transfer to financial situation, the result of business activity after the transfer of business to the business. The Innovation and Development Board.

The expected case of legal capital resources provided by the business and the portion from the Enterprise Arrangement Assistance Fund at the parent company of the transfer business is not sufficient to offset the cost of carrying out the transfer, financial processing and labor. switching to form of sale or dissolution, bankruptcy.

3. The recipient of the transfer transfer to the Board of Recepts to take the business of taking over the business, including the process of receiving, financial handling, labor, assessment of the impact of the transfer to financial situation, operational results. The business of the party receives the transfer and oversight of the transfer-receiving business transfer reporting the New Innovation and Corporate Development to the recipient of the chairman of the approved parent company Council.

4. The new Exchange and Enterprise Development Board, which receives the transfer of the agreement on the method of enterprise delivery, the conditions, the commitment to the business agreement, the debt payment commitment:

a) The transfer side and the party receive the transfer of the agreement on the method of corporate transfer; the transfer method, the processing of the debt and the written notice to the creditors, the debunking and the stakeholders;

b) The transfer side, the party receives the transfer of the agreement on the method of receiving and handling financial, labor:

-The business transfer side is responsible for financial processing, labor before the time of the business transfer.

Financial processing, labor to the local transfer business, the Provincial People's Committee is obtained from the Fund to support and develop the business under the guidelines of the Ministry of Finance.

Financial processing, labor for the business of the business conglomerate, the company's total company, the company group is taken from the Enterprise Management Support Fund at the parent company of the transfer business.

-Business transfer case does not conduct financial processing, labor before the time of the business transfer, the process of transferring existing financial, labor, and economic resources to the recipient of a business transfer. After receiving.

c) The transfer side and the party receive the transfer of the agreement on the enterprise value reception method:

-For business transfer from the Ministry, the Provincial People ' s Committee to the Economic Corporation, the state-owned corporation, the company group: The recipient of a transfer of equity increases corresponding to the value of equity at the business that has been identified and transferred. Give me

-For corporate transfers between economic unions, state corporations and corporate groups: The recipient of the transfer is responsible for payment of the value of equity at the corresponding business to the transfer party.

The Ministry of Finance is specific to the provisions of this clause.

5. The organization signs the business deal between the transfer party and the transfer party. The business exchange contract consists of the following major content and is informed at the business, on one of the types of writing or electronic paper 03 (three) consecutive numbers:

a) Name, business address transfer;

b) The name, the representative address of the transfer party;

c) Name, address the representative of the transfer recipient;

d) The value of the business of transfer, method of communication;

) The commitment to the transfer side, to the side of the business transfer;

e) Rights and obligations of the party to the transfer of the business.

Attached to the Contract is the transfer manifest asset to the value.

Enterprise exchange contracts are sent to the agencies: Corporate Finance, Taxes, Business Subscription, Planning and Investment; Labor-Trade and Social Affairs, Provincial Statistics, Central City, where the business is headquartered.

6. The new Innovation and Development Board with the General Manager or Corporate Director to transfer the business table organization under the method was unified for the transfer recipient with the witness representative of the agency representative decision to transfer the business. enterprise and corporate finance agency where the business shifted its headquarters.

7. After the delivery, the transfer business makes a name change registration, owner or representative owner at the business registry. Business registration changes must include business transfer decisions, business delivery protocols.

8. The representative of the business announces public information on the mass of information in accordance with the provisions of the law and the Corporate Electronics Information Page of the Ministry of Planning and Investment ( www.business.gov.vn ) about the transfer of the business, changing the name (if any) and the owner of the business in the period of no more than 30 (thirty) days, since the date issued the Business Registration Certificate.

What? 30. Rights and obligations of the business transfer party

1. Make the business transfer to the party receiving the transfer under the approved method.

2. Impleming of the rights, responsibilities and obligations under the Contract of Business Exchange; including the transfer of rights, legal liability on economic contracts, liability for debt recovery, debt repayment, obligations with the State under the provisions of the law and other matters. Other responsibility (if any).

What? 31. Rights and obligations of the party to the transfer of business

1. The successor to the rights, responsibilities and obligations of the owners to the business of transfers under the provisions of the law of the business.

2. execute the rights, responsibilities and obligations under the Contract of Business Consent; including the right, legal liability on the economic contract, the responsibility to revoking debt, debt repayment, obligations with the State under the provisions of the law and other responsibilities. (if any).

Chapter V.

POLICY FOR BUSINESS AND BUSINESS

BUYER, DELIVERY, DELIVERY.

What? 32. Policy for the business of selling, delivery, transfer

1. Business delivery to the collective worker; business sells to the collective, individual, or legally entitled regulatory policies towards the business at the Government ' s Decree on a business transfer of 100% state capital to a holding company.

2. The transfer business is free of issuing a Business Registration Certificate (revised, complementary); it is continued to implement legal rights and benefits of land use by law on land.

What? 33. Policy for the buyer is right now

If the business buyer, the business department paid one time soon after purchasing it is discounted to a maximum of 5% of the sale price does not include the value of land use but does not exceed the number of existing equity at the business, the enterprise division.

What? 34. Policy for the collective worker buying business

Where the worker's collective case in the business is at auction or the only person to register for purchase, it is reduced to 15% of the sale price that does not include the value of land use but does not exceed the number of existing equity at the business, the enterprise division.

Chapter VI

ORGANIZATION FOR SALE, DELIVERY, BUSINESS TRANSFER

What? 35. Authority to decide on sale, delivery, business transfer

The base on the overall project arranged for 100% of the state's capital was approved by the Prime Minister and the conditions stipulated at Article 2 of this decree.

1. The Prime Minister decides to transfer the business in case of an overall project to arrange a business of 100% of the state capital that has not defined the business of transfers; sold, business transfer stipulated at Section 2 Article 7 Digital Protocol 99 /2012/NĐ-CP.

2. The minister, the head of the peer-to-peer agency, Head of the Government of the Government, Chairman of the Provincial People ' s Committee:

a) The decision to sell, deliver, transfer the business due to its decision to form; the approval of the business ' s reliance on the sale of dependency of the business due to its decision to establish the untransferred ownership of the owner to the investment firm and Capital Business. the state where the remaining asset value of that enterprise division exceeds 50% of the company 's charter capital or another smaller rate stipulated at the Company' s charter;

b) Appropriing the sale, delivery, membership transfer membership and the sale of the parent company ' s dependency on the parent company in the economic conglomerate, the total company stipulated at Section 2 Article 7 of the Digital Protocol 99 /2012/NĐ-CP which value the remaining assets of that enterprise division exceeds 50% of the company 's charter capital or another smaller proportion stipulated at the Company' s Charter.

3. Board of members, the Chairman of the Company decides the sale, delivery, transfer of the member company and the sale of the parent company 's dependency accounting after being approved by the authority; approval of the company' s reliance on the sale of the company ' s dependency. if the value of the remaining assets of that business division exceeds 50% of the company's charter capital or a smaller proportion stipulated at the Company's Charter.

4. Board of members, Chairman of the hierarchy, authorized the General Manager to approve the sale of the member company 's dependency that the remaining asset value of that enterprise division does not exceed 50% of the company' s charter capital or another one. The other rates are smaller than the rules of the Company.

Where the business is a part of the stock market, but without performing the shares, the authorities have the authority to decide to sell, deliver, transfer regulations at this decision to sell the business and report the Innovation and Innovation Board, Ministry of Planning and Investment, Ministry of Finance.

What? 36. Corporate responsibility for sale, delivery, business transfer

1. The Innovation and Development Board is the body that helps the minister, the chairman of the Provincial People ' s Committee, the parent company board member.

Depending on the nature of the profession, the form is to deliver, sell or transfer the business and financial status of the business, the Innovation Board and Enterprise Development invites additional members of the bank, the business, the worker in the business. And the agencies involved.

2. Minister, Chairman of the Provincial People ' s Committee, the parent company Council decides to establish a new Innovation Board in the business, the Board of Scouts receiving business transfer to carry out regulatory work at this Decree.

The component of the Innovation Board at the business consists of: General Manager (Director) or Deputy General Manager (Deputy Director) as Chief; Chief Accounting is Permanent Commissioner; Chief Counsel, Board: Planning, Business Production, Board of Directors as Commissioner and Invitations. Secretary of the Party (or branch), Chairman of the National Council of the Company or representatives of the Executive Committee on the basis of the establishment of a member of the participating facility, the commissioner.

The composition of the Board of Directs is the transfer of a business transaction: General Manager or Deputy Director General of the parent company as Head of the department; the Chief Executive is a permanent commissioner; chief of staff, ban: Planning, business production, organization of staff as a commissioner.

3. The business case does not implement the sale, delivery, business transfer has been granted jurisdiction under the regulation of this decree, the company Chairman, the Director must bear the form of disciplinary action and the Chief Executive Officer with a judge. the right to decide to sell, trade in business or the minister, the chairman of the Provincial People ' s Committee, the Chairman of the Council of the parent company on the transfer and the Chairman of the Council Member of the parent company to the transfer of the union business in charge of the the current rules.

What? 37. The mission of the Innovation Board and Corporate Development in the organization of sale, delivery, business transfer

1. Business sales case:

a) Build a semi-enterprise method; inform the entire worker in the business and on the means of public information stipulated at Article 9 of this Decree sale of the business;

b) Command and supervision of the Innovation Board at the business in the implementation of the prescribed duties at Article 18 of this decree;

c) Monitoring the valuation organization in determining the value of the business, determining the starting price to report the agency, the organization decides to sell the approved business;

d) Overtaking of the organization process execution; the semi-direct organization and the sale price petition (direct selling case), the business seller's petition to approve enterprise auction results;

p) Set up the sale of the business and report the minister, the chairman of the Provincial People ' s Committee, the parent company member council decided;

e) Guide, test, supervisor of the Innovation Board at the business ' s financial recovery business, reimburse the assets that the business goes to rent, borrow, receive for the passport; revoking debt and payment of the debt of business; table of assets, books and records. related to the buyer under the agreement of the Business Purchase Contract;

g) The foreman payment of payment, maintenance of the correct payment; management of the mortgage profile and making commercial procedures when the buyer violates the payment of payment;

h) Processing within the jurisdiction of problems that arise from the sale of the business.

2. Business delivery case:

a) Build a business transaction method; inform the whole worker in the business and on the medium of information about the business delivery;

b) The value of the business value, which determines the asset status quo, the property and technical feature of the property, examines the payment of the debt, the list of creditors and business indebtants, the debt of creditors and debts paid; construction the treatment for the organization and labor of the organization;

c) Set up the business exchange and report of the Minister, the Chairman of the Provincial People ' s Committee, the parent company member council;

d) Guide, test, supervision of the new Innovation Board at the business that proceeds to recover the assets of the business, reimbursate the assets that the business went to rent, borrow, receive withers; recover debt and payment of corporate debts; property desk, bookkeeping. and related profiles for the business recipient under the agreement of the Business Exchange Contract;

) Processed within the jurisdiction of the problems that arise from the delivery of business.

3. Business transfer case:

a) The new Innovation and Development Board of Business Development and Director of the Innovation Board at the Enterprise implementing the provisions of regulation at paragraph 2 Article 29 This decree; the appraisal and the transfer of a transfer to the Ministry or the Commission of Human Services the provincial population or council member council parent approx; guide, test, supervision of the new Innovation Board at the business that proceeds to recover the assets of the business, reimbursate the assets that the business went to rent, borrow, receive withers; income debt and payment. the debt of the business; the exchange of assets, books and related records for the party receiving business transfer under the agreement of the Agreement. Business transfer.

b) The new Innovation and Development Board of Business transfers to the direction of and supervising the business transfer Board to construct the transfer of transfer; which includes analysis content, assessing the effects of the adoption of the transaction. assigned to the financial situation, the results of business activity after receiving the transfer of business; the appraisal and the next project to the Board of the parent company approved by the parent company.

c) Set up the business transfer contract and report of the Chair of the Provincial People ' s Committee, the parent company Board;

d) Processing within the jurisdiction of problems that arise from the transfer of the business.

What? 38. The responsibility of the Innovation Board and Corporate Development

The New Innovation and Business Development Board is responsible for the content and outcomes of the job being delivered to the person who decides to sell, deliver, transfer the business and before the law.

What? 39. Authority to approve the sale, delivery, business transfer

The proposed base of the Innovation Board and Corporate Development, the Minister, Chairman of the Provincial People ' s Committee, the parent company Council decided to approve the sale, sales price; approval of the delivery, transfer, delivery of delivery, and delivery of the business. Business.

What? 40. Authority to sign the sale, delivery, business transfer

1. Minister or person authorized by the Minister to sign the sale, deliver, transfer and receive the transfer of the business.

2. Chair of the Provincial Committee of the Provincial People's Committee or the Chairman of the Committee of the Provincial People's Committee to sign the sale, deliver, transfer and receive the transfer of the business.

3. The general manager of the parent company signs a sale, which is a member of the company.

4. The Chairman of the Board of the parent company contracted the transfer and received the transfer of the business.

What? 41. Organization responsibility for implementing and tracking of contract sales, delivery, business transfer, and

The signet of the seller, the delivery, the transfer of the business is responsible:

1. The organization makes contracts for sale, delivery, business transfer.

2. The organization that monitors, monitors, examines the implementation of the contract and handles the issues that arise.

3. All entanged in the process of making the sale, delivery, business transfer due to the two sides of the contract to resolve, if it is disputed, the Court of the People's Court follows the rule of law.

What? 42. Processing for the absence of an unregistered buyer, business delivery.

For businesses that do not have a buyer of the purchase, receiving business by regulation at this decree, the authority has the authority to conduct that business dissolution procedure; the business case loses its ability to pay, the Director General (Director) The business has to be a single-court proposal to open the bankruptcy of bankruptcy under the rule of law.

What? 43. complain, denounce and dispose of violation

The complaint, denouncing and disposal of violations related to the process of sale, delivery, business transfer is carried out under the regulation of this decree and by the rule of law on the complaint, the current report.

Chapter VII.

EXECUTION CLAUSE

What? 44.

1. This decree has been in effect since March 1, 2015.

2. Repeal Decree 109 /2008/NĐ-CP 10 October 2008 of the Government on sale, business delivery of 100% state capital.

3. For businesses that are doing the sale, delivery of the Digital Protocol 109 /2008/NĐ-CP On 10 October 2008 the Government of the Government of the United States sold 100% of the state's capital and was carrying out the protocol.

4. The sale of the parent company in the economic conglomerate, the state company ' s total company is to apply the regulatory content at this Decree.

What? 45. Responsibility and execution.

1. Ministry: Planning and Investment, Finance, Labor-Trade and Social Affairs, Resources and Environment, State Bank of Vietnam has the responsibility to guide the implementation of this Protocol.

The Ministry of Planning and Investment is responsible for monitoring the implementation of this decree.

2. Ministers, peer-agency Prime Minister, Head of Government Office, Chairman of the Provincial People 's Committee, Central City of Central City, the parent company member assembly in the economic conglomerate, the company' s total company, the company group responsible for enforcement of the company. This decree.

TM. THE GOVERNMENT.

Prime Minister

(signed)

Dao Dung