DECREE

V. Founded, reorganization, dissolving the limited liability company a member state owned by the state.

and the limited liability company a member is the subsidiary of the limited liability company.

a member of the N The water is owned by the Netherlands.

________________________

The Law base. I socket Government on December 25, 2001;

The Law base. D It's 29 days. Ah! - 1 1 in 2005;

At the suggestion of Minister K What? dv Oh. Investment ()

The government issued a decree on the city. l Come on. socket Again, dissolving the company. Ah! A member is limited to a member of the state. l the owner and company LLC a member of the company. l The company ' s subsidiary LLC is a member of the state owned by the state. Oh,

Chapter I

COMMON RULES

What? 1. The adjustment range

The decree provides for the condition, sequence, procedures established, reorganization, dissolving the LLC a member owned by the State as the owner and LLC a member is a subsidiary of a limited liability company. It is a member owned by the State (after which it is known as a limited liability company).

What? 2. Subject applies

The object applying this Protocol includes:

1. The LLC is a member of the state owned by the State.

2. The LLC a member is a subsidiary of the LLC a member owned by the State.

3. organizations, individuals with regard to the establishment, reorganization, dissolution of limited liability companies a specified member at Clause 1 and Clause 2 This.

What? 3. Apply the relevant law

There is a difference between the rules of this decree and the provisions of the law on the State Economic Corporation, the state corporation, which applies by law to the state economic corporation, the state corporation.

Chapter II

FINITE LIABILITY COMPANY A MEMBER.

What? 4. The conditions of establishing a limited liability company a member

The establishment of a limited liability company a member is considered only when the following conditions are met:

1. In the sector, the field, the venue is considered to form a limited liability company a regulatory member at Article 5 of this Decree.

2. Ensure that sufficient provisions are specified at Article 6 of this Decree.

3. There are valid valid records at Article 7 of this decree and approved by the Prime Minister.

4. The establishment of a limited liability company a member that is consistent with the planning, industry development strategy, sector and economic zone.

What? 5. The sector, the field, is considered to establish a limited liability company a member.

1. The LLC a member is considered to be established in the fields, fields, and post-sections:

a) The industry, the field, the direct address serving the defense, the security under the Government;

b) National electrical system transmission; multi-target hydropower plant, nuclear power plant has a particularly important sense of economic-social relations attached to defense, security; and more.

c) Management, exploitation of the national railway infrastructure, urban railway; ports of aviation; the national seaport, the international gateway;

d) Executive management; national railway transport operator, municipal railway;

Secure the sea;

e) The postal service is useful;

g) Publishing (not including the print field and publication of the publication);

) In, cast the money;

i) Management, exploitation of the irrigation works of irrigation, hydrofades, subdistricts, and rocky oversea;

The logistics of the sea;

l) Manage, maintain the dyke, the flood, and the disaster prevention;

m) Plant and protect the headforest, forest of defense, forest of use;

n) The sectors, sectors, areas cater to the stability and economic development strategies-the society of the country in each period or the sector, the field, the other at the discretion of the Prime Minister.

2. The LLC a member is considered to form a subsidiary that is a limited liability company a member to develop, which holds business tips, technology that serves directly on the implementation of tasks, industry, business, and business. It's the parent company.

Fuck! i Six. Level v Stain. n l The company's LLC is a member of the company. i establishment

1. Limited liability company a member when the establishment must have a charter capital level of no less than 100 billion copper.

2. The case of business in the industry, the profession that requires a legal capital, in addition to the stipulation of Article 1 of this Article, the charter capital of the LLC a member when established is not less than the regulatory capital of the industry, It's business.

3. For the limited liability company an active member in a number of industries, areas, special places or manufacturing and product supply, utility services, the charter capital may be lower than the stipulation rate at 1 Article if there is an opinion of approval. of the Prime Minister.

What? 7. The profile recommended establishing a limited liability company a member.

1. The profile recommended establishing a limited liability company a member of the decision-making person consisting of:

a) The proposal to establish a limited liability company a member;

b) The project to establish a limited liability company a specified member at clause 2;

c) The charter charter of the LLC is a specified member at Section 3 This.

2. The project to establish a limited liability company a member must have the following principal content:

a) The legal base, the need to establish the company;

b) The name, company management organization model and the operating deadline;

c) The location of the company ' s main headquarters, the site of construction of the manufacturing facility, business and land area of use; branch, representative office of the company;

d) Mission by the State; industry, business profession; product portfolio, service provided by the company;

) Assessment of the economic impact-society and the suitcase of the establishment of the company with the planning, industry development strategy, sector and the economic zone; and

e) Market situation, demand and market outlook for each type of product, service provided by the company; technology is expected to apply to business manufacturing operations; business production plans and development investments five years after the establishment;

g) The investment capital is expected; the cost of capital; the source and form of the amount of capital remaining outside the initial investment capital of the State; the return method of capital mobiles; the need and measures of capital financing to the company;

h) The ability to supply labor, raw materials, materials, energy, technology, and other necessary conditions for the company to operate after the establishment.

3. The charter project of the LLC a member consists of the following principal content:

a) Name, address, headquarters of the company; legal form, legal status of the company; branch, representative office (if any);

b) Active objectives; duties provided by the State of the State and the industry, business profession;

c) The charter capital, the way the capital adjustment rules;

d) The representative under the law of the company;

Right, the obligation of the company owner;

e) Rights, the obligations of the company;

g) The organizational structure of the company;

h) Rights, the obligations of the President and Member of the Board Member or Chairman of the Company, Controller, General Manager and other management functions of the company;

i) The mechanism of financial activity, the principle of use of profit and handling of the hole in the company ' s business; the base and method of redefining remuners, salaries and rewards to managers and Controllers;

l) The cases of reorganization, dissolution, transfer of ownership and procedures of the company ' s asset liquoration;

l) The format through the company ' s decision; the principle of internal dispute resolution;

m) the format of the amendment, the addition of the Company Charter;

n) Other regulations due to the agency, the organization that is delivered to the right, the obligation of the owner of the company to decide but not to be contrary to the rule of law.

4. The case of establishing a limited liability company with the formation of an investment project is the procedure for investment in accordance with the provisions of the law on investment.

5. The case of establishing a limited liability company a member of the ministry, the peer agency, the government agency (later called the Ministry), the Provincial People 's Committee; the limited liability company a member is the subsidiary of the firm' s responsibility firm. May a member, the Prime Minister's Profile to review, include: The proposal to establish a limited liability company a member and the Project to establish a limited liability company a member.

What? 8. The offer to establish a limited liability company a member

Minister, Premier of the Ministry of Foreign Affairs, Head of the Government of the Government (later known as the Minister), Chairman of the Provincial Committee of the Provincial People, Central City (later known as the Chairman of the Provincial People's Committee), Member Council or Council. The company's president, LLC, a member owned by the State (in which case the founding of a subsidiary is a one-member LLC), a member of the company, a member of the LLC.

What? 9. The authority decides to establish a limited liability company a member.

1. The Prime Minister decides to set up a limited liability company a member of the state economic conglomerate and the state-owned investment firm and Capital Capital.

2. Minister, Chairman of the Provincial People ' s Committee decided to establish a limited liability company an external member stipulated at Clause 1 and Clause 3 This.

3. Board of members or the Chairman of the company decides to form a subsidiary that is a limited liability company a member.

What? 10. The Case appraisper recommends establishing a limited liability company a member.

1. The Case appraisp recommends establishing a member LLC as a test, assessment of the suitcase of the establishment of a member LLC to a member with legal, planning, industry development strategies, industry, and business. And the economic zone to be the basis for the authority to consider, to decide.

The proponer of establishing a limited liability company a member is responsible for the accuracy of the content and the data at the File recommended that the company establish a limited liability company a member.

2. The opinion participants for the Profile recommend establishing a limited liability company a member:

a) Ministry of Planning and Investment;

b) The Ministry of Finance;

c) Ministry of Labor-Trade and Society;

d) Interior Ministry;

) The department manager;

e) The Provincial People ' s Committee where the LLC a member intends to set the headquarters;

g) In the case of necessity, the Case appraisal agency recommends establishing a limited liability company a member is entitled to ask for additional agencies, other related organizations to participate in the opinion on the Profile.

3. The Case appraisal Agency recommends establishing a limited liability company a member and opinion participants responsible for their appraisal and opinion results.

What? 11. The process of establishing a limited liability company a member decided by the Prime Minister to form.

1. The department management of the five original set of files that recommended establishing a limited liability company a prescribed member at Clause 1 Article 7 of this decree and submit the Ministry of Planning and Investment for appraisal.

2. After receiving enough of the File to establish a limited liability company a member, the Ministry of Planning and Investment is responsible for presiding over the opinion of the Ministry of Finance, Ministry of Labor and Social Affairs, the Ministry of Interior, the Provincial People ' s Commission where the company blames The finite term a member intends to place the headquarters and the agency, the other relevant organization (if necessary).

In the 15-day period of work, since the date received the Filing Proposal to establish a limited liability company a member, the relevant authorities send in the opinion to the opinion on the content of the functional range, its mission to the Ministry of Planning and Planning. Investment to sum up and report the appraisal.

3. In the 10-day period of work, since the date received the opinion of the relevant agencies, the Ministry of Planning and Investment Government reported the Case appraisal recommended establishing a limited liability company a member, while also sending the Department of Management. You know, the industry to take over the appraisal.

The case with differing opinions on the principal content of the Profile, the Ministry of Planning and Investment held meeting with relevant agencies before the report of the appraisal report to the Prime Minister; the time could last for no more than 10 working days.

4. The Ministry of Management of the Procurement Process of Planning and Investment, fining the Prime Minister's Plan to review, decide.

What? 12. The process of establishing a limited liability company a member led by the ministry, the Provincial People ' s Committee decided to establish

1. The Ministry, the Provincial People's Committee of the 5th Department of the original Profile that recommended establishing a limited liability company a member by regulation at Section 5 Article 7 This decree and presided over the opinion of the Ministry of Planning and Investment, Ministry of Finance, Ministry of Labor-Trade and Social Affairs The Ministry of Internal Affairs, the Ministry of Internal Affairs, the Department of Management (in the case of a limited liability company a member decided to establish) or the Provincial People ' s Committee where the LLC a member intends to set up the headquarters (in this case). A member of the LLC is established by the Department of Management.

2. In the 10-day period of work since the date of receiving the Filing Proposal to establish a limited liability company a member, the relevant authorities submitted the opinion to the opinion on the content of the functional range, its mission to the ministry, the Commission. The people of the province.

3. In the 10-day period of work, since the date of the opinion of the relevant authorities, the Ministry, the Provincial People ' s Committee sets up the appraisal report, the interpretation of the opinions of the relevant agencies, fining the filing of the proposed filing. As a result, a member of the Prime Minister will be considered, approved by the Prime Minister.

4. The case was approved by the Prime Minister to establish a limited liability company a member, the Minister, the Chairman of the Provincial People ' s Committee decided to establish a limited liability company a member for a 30-day period of work, ... since the day of the project is approved.

What? 13. The process of establishing a limited liability company a member appointed by the Board of members or Ch brew The company decides to form.

1. For the establishment of a limited liability company a member of the LLC ' s subsidiary a member decided by the Prime Minister to form:

a) The holding company's 05 set of original files that proposed to establish a subsidiary is a limited liability company a member pursuits to Clause 5 Article 7 This Protocol sends the Department of Industry Manager for appraisal;

b) After receiving enough of the proposed filing of a subsidiary company as a member of a member's LLC, the Ministry of Industry management chaired the initiative of the Ministry of Planning and Investment, Ministry of Finance, Ministry of Labor-Trade and Social Affairs, Ministry of the Interior.

In the 10-day period of work, since the date of receiving the Profile, the relevant authorities send in the opinion to the opinion on the content of the functional range, its mission to the Ministry of Industry Management;

c) In the 10-day period of work, since the date received by the opinion of the relevant authorities, the Department of Management of the Appraisal Report, the interpretation of the opinions of the relevant agencies, the completion of the filing of the filing proposal to establish a limited liability company. a member of the Prime Minister for consideration, approval;

d) The case was approved by the Prime Minister ' s Office of Establishing A Subsidiary as a member of a member, Council Member or Corporate Chairman of the parent company that decided to establish a subsidiary as a limited liability company. a member of the 30-day period of work, since the day of the approval was approved.

2. For the establishment of a limited liability company a member of the company 's limited liability company a member of the Ministry, the Provincial People' s Committee:

a) The holding company of the 6th set of original files that recommended the establishment of a subsidiary is a limited liability company a member pursuits to Clause 5 Article 7 This decree sends the Ministry, the Provincial People's Committee, for appraisal;

b) After receiving enough of the proposed filing of a subsidiary company as a member of a membership, the Ministry, the Provincial People's Committee chaired the initiative of the Ministry of Planning and Investment, Ministry of Finance, Ministry of Labor-Trade and Social Affairs, Ministry of Internal Affairs, Ministry of Management industry (in the case of the parent company being decided by the Provincial People's Committee) and the implementation of the procedures, the order stipulated at Clause 2 and Section 3 Article 12 of this decree the Prime Minister considers, approv.

c) The case was approved by the Prime Minister to establish a subsidiary company as a member of a member, a member council or company president of the parent company that decided to establish a subsidiary as a limited liability company. a member of the 30-day period of work, since the day of its approval.

What? 14. The decision to establish a limited liability company a member

1. The decision to establish a limited liability company a member must have the following principal content:

a) The name of the LLC a member, including the full name in Vietnamese, the name in foreign language, the abbreviation (if any);

b) Company type;

c) The address of the company ' s headquarters;

d) the mission by the State of the State; the business, the business profession;

And the ordinance;

e) The organizational structure, the company ' s executive management apparatus;

g) Name, branch address, representative office (if any);

h) Name, address the headquarters of the subsidiaries, the affiliated company.

2. At the same time as the decision making the decision to establish a limited liability company a member, the competent administrator of the Company's Charter, appointing the President and Member of the Board Member or Chairman of the Company.

What? 15. Register for business and th All right the business point of a limited liability company a member

1. After the person with the authority to make a decision to establish a limited liability company a member, the decision to approve the Company Charter, appoint the President and Member of the Board Member or Chairman of the Company, the LLC a member of the company. conduct business registration procedures under the rule of law.

2. The LLC a member has the right to business since the date of the issue of the Business Registration Certificate. In terms of business, the business is limited to a member of a member's right to business, since the day the state agency has a licensing authority or has sufficient business conditions under regulation.

Chapter III

REORGANIZATION, SUSPEND THE COMPANY ' S LLC A MEMBER OF THE COMPANY.

What? 16. y Limited liability to a member

1. The forms of reorganization company LLC a member of: Unity, merger, division, separation, transformation into the holding company, transform into a two-member LLC that becomes up and transformed in the form of parent company-A- Your company.

2. The forms of reorganizing the LLC a regulatory member at this decree include:

a) Unity of the LLC a member:

Two or some limited liability companies a member (called the merged company) can merge together into a limited liability company a new member (called the merger company) by transferring all assets, rights, obligations, and benefits to the company, the company said in a statement. Legally, at the same time, at the end of the existence of the incorporated companies;

b) An LLC to a member:

One or some of the limited liability companies a member (called the merged company) can merge into a limited liability company another member (called the merged adoption company) by transferring all assets, rights, obligations, and benefits to the company. It ' s legal to merge with the company, and at the same time end the existence of the merged company;

c) Divide the LLC a member:

A one-member LLC (called a divided company) may be divided into two or some of the LLC a new member (called the company divided) by transferring part of its assets, rights, obligations, and legitimate interests of the company. the company that was divided into the company is divided, at the same time ending the existence of the divided company;

d) Separate the LLC a member:

A one-member limited liability company (called the separated company) can separate to form one or some of the LLC a new member (called the company separated) by transferring part of the property, rights, obligations, and benefits of a contract. The company 's French split into the company was spun off without ending the company' s existence.

3. The reorganization forms the LLC a member of the holding company, LLC's two-member LLC and the conversion of a limited liability company member or a corporate group in the form of a company. Mom, your company is done by the government regulations.

What? 17. The condition of organizing a limited liability company a member

The LLC a member is reorganised when the following conditions are met:

1. The reorganization of a limited liability company a member must conform to the overall project of arrangement, innovation, restructuring of the state enterprise that has been approved by the Prime Minister; the case of reorganizing the limited liability company a member of the government. An unregulated corporation, innovation, restructuring of the state enterprise, the decision to establish a limited liability company, a member of the Prime Minister to consider, decide.

2. Limited LLC a new member formed after the split, splitting the company in charge of a member must ensure sufficient conditions such as for the establishment of a limited liability company a specified member at Clap 1, Clap 2, and Clause 4. Article 4 of this decree.

3. The reorganization does not reduce the charter capital of the LLC a member.

What? 18. The agency or individual has the authority to decide to reorganize the LLC a member.

1. For the case of reorganization the LLC a member due to the same agency or individual deciding to establish or be entrusted with the management (the following call is the agency or the individual decision to establish), the agency or the individual decided. The company created a decision to reorganize the LLC to a member.

2. For the case of merging the LLC a member due to various agencies or individuals who decide to form, the agency or the individual decided to set up a merger holding the merger decision, on the basis of the agreement of the agreement. It is written by the agency or the individual who decides to form the merged company.

3. For the merger of the merger of the LLC a member due to various agencies or individuals to decide to form, the agreed agency or individual will exercise the right and obligations of the company ' s owner to the decision to make a decision. Reorganize.

4. For the case of reorganization of a limited liability company a member decided by the Prime Minister to form, the Ministry of Planning and Investment is responsible for presiding over the Case appraisal of the reorganization. In the case of a merger, the merger of a member-of-a-member LLC led by the various departments of directors was entrusted, the Prime Minister appointed the Department of Industry to be responsible for presiding over the reorganization of the reorganization, the Prime Minister. The government considers it, decided.

What? 19. The profile offers to reorganize the LLC a member.

1. The profile offers to reorganize the limited liability company a member of:

a) The proposal to reorganize the LLC to a member;

b) The project to reorganize the LLC is a member;

c) The adjacent year ' s adjacent fiscal year financial report was audits and the most recent quarterly financial report of the time of the organization;

d) The charter bill of the LLC a new member;

The merged contract, united by regulation at Point A 2 Article 152, Points a 2 Article 153 Corporate Law on the case of a merger, merging the LLC a member.

e) Other documents that involve reorganizing the LLC a member.

2. The project to reorganize the LLC a member must have the following principal content:

a) Name, address the LLC a member before and after the organization;

b) The need to reorganize the LLC a member; in accordance with the planning of industry, sector, and economic development planning on the site and throughout the country;

c) The regulatory capital of the LLC a member after reorganization;

d) The arrangement method, the use of labor;

The financial handling, transformation, table of capital, property, and settlement of rights, the obligations of limited liability companies a member involved in reorganizing;

e) The deadline for reorganization of the LLC is a member;

g) The case divides, which separates the LLC a member to form a new member of the LLC, the project reorganization of the LLC a member must have additional content at paragraph 2. This is 7.

What? 20. The decision to reorganize the LLC a member.

1. The decision to reorganize the LLC a member must explicitly specify the succession rights and obligations of the LLC a member is reorganised.

2. The decision to reorganize, the merger contract, the incorporation of an LLC a member must be sent to all creditors and inform the worker in the 15-day period of work, since the passing date; the decision to reorganize the company. The limited liability company a member is sent to the Ministry of Planning and Investment for the synthesis.

What? 21. The merger process, which merged the LLC a member.

1. The merger process, which merged the LLC a member decided by the Prime Minister to form:

a) The disciplinary executive order at paragraph 4 Article 18 This Protocol directed the LLC a member of a member of the filing of a merger proposal, the merger under the regulation at Article 19 of this decree, sending 04 original files to the Ministry of Planning and Investment for questioning. What?

b) After receiving enough of a merger offer, the merger of the LLC a member, the Ministry of Planning and Investment is responsible for presiding over the opinion of the Ministry of Finance, Ministry of Labor and Social Affairs, Ministry of the Interior.

In the 15-day period of work, since the date of receiving a merger offer, the merger, the relevant authorities send in the opinion to the opinion on the content of the functional range, its mission to the Ministry of Planning and Investment to synthesize and report the report. appraisal;

c) In the 10-day period of work, since the date received the opinion of the relevant agencies, the Ministry of Planning and Investment Government reported the appraisal of a merger proposal, merging the LLC a member, while sending the Ministry of Finance to the Ministry of Foreign Affairs. It ' s management to take over the appraisal of the appraisal.

The case with differing opinions on the principal content of the Profile, the Ministry of Planning and Investment held meeting with relevant agencies before the report of the appraisal report to the Prime Minister; the time could last for no more than 10 working days;

d) The Department of Public Affairs Manager of Planning and Investment, the completion of the Prime Minister's Plan to review, decide.

2. The merger process, which merged the LLC to a member, the Provincial People's Committee decided to form or be entrusted with it; the LLC a member was decided by the Member Council or the Chairman of the Company. established:

a) The limited liability companies a co-ordinated member, unify the filing of a merger offer, the merger under regulation at Article 19 of this decree, the agency or the individual decision to establish the review company, the decision;

b) In the 30-day period of work, since the date of receiving the merger, the merger, the merger, the agency or the individual has the authority specified at Article 18 of this decree appraisal, approval of the filing, and the merger decision, the merger of the LLC. A member.

3. After a decision to merge, merge, the LLC a member is responsible for implementing the implementation of the Merger Proposal, the merger. For the merged case, the incorporation of a limited liability company a member was decided by various agencies or individuals, after the merger of the merger, the approved merger, the representative under the law of the LLC. A member of the same contract, merging.

The company receives a merger and a limited liability company a member established on the basis of the implementation of the firm's registration procedures under the rule of law.

What? 22. The split process, separating the LLC a member.

1. The split process, which separates the LLC a member by the Prime Minister decided to establish:

a) The industry executive director of the LLC a member of the filing of a proposed split, split by regulation at Article 19 of this decree, sends 04 original files to the Ministry of Planning and Investment for appraisal;

b) After receiving enough of the filing of the split offer, separation, the Ministry of Planning and Investment is responsible for presiding over the opinion of the Ministry of Finance, Ministry of Labor and Social Affairs, Ministry of the Interior.

During the 15-day period of work, since the date of receiving the proposed split, separation, relevant agencies have text to the Ministry of Planning and Investment to engage in opinion on the content of the functional range, its mission.

c) For a 10-day period of work, since the date of the opinion of the relevant authorities, the Ministry of Planning and Head of the Prime Minister report the appraisal, while sending the Department of Industry Manager to take on the appraisal opinion.

The case with differing opinions on the principal content of the Profile, the Ministry of Planning and Investment held meeting with relevant agencies before the report of the appraisal report to the Prime Minister; the time could last for no more than 10 working days;

d) The Department of Public Affairs Manager of Planning and Investment, the completion of the Prime Minister's Plan to review, decide.

2. The split process, which separates the LLC a member due to the ministry, the Provincial People ' s Committee decided to form or be entrusted with:

a) The LLC a member of a 6-set member of the original profile divided, detached from the Ministry, the Provincial People's Committee for appraisal;

b) After receiving enough of the proposed filing, separating the LLC a member, the Ministry, the Provincial People ' s Committee chaired the initiative by the Ministry of Planning and Investment, Ministry of Finance, Ministry of Labor-Trade and Social Affairs, Ministry of Internal Affairs, Department of Industry (in) case of a limited liability company a member decided to establish itself by the Provincial People's Committee, and the Prime Minister review, approx the split, separating the LLC a member in accordance with the order, the procedure of regulation. at paragraph 2 and paragraph 3 Article 12 This decree;

c) The case was approved by the Prime Minister, the Prime Minister, the Minister, the Chairman of the Provincial People's Committee, decided to split, separating the LLC a member on a 30-day period of work, since the day of its approval.

3. The split process, which separates the LLC a member appointed by the Member Council or the Chairman of the Company ' s decision to establish:

a) For the split case, separating the LLC a member is the subsidiary of the LLC a member determined by the Prime Minister to form, sequence, split procedure, separate execution by regulation at Point a, b, and c. This is one Article 13 of this decree;

b) For the split case, separating the LLC a member is the subsidiary of the LLC a member, the Provincial People's Committee decided to establish, the sequence, the split procedure, the separation execution procedure at the point. a and a paragraph 2 Article 13 This decree;

c) After being approved by the Prime Minister by the Prime Minister, split, the Council of members or company Chairman of the parent company decision to split, separating the LLC a member on a 30-day period of work, since the date of its owner ' s approval. Come on

4. After the decision to split, separate, the LLC a member is responsible for implementing the split, split.

A member LLC is established on the basis of the split, dissecing corporate registration procedures under the rule of law.

What? 23. Stop the company business. n a member

1. Limited LLC a member of the business to suspend business in the following circumstances:

a) Due to the request of the decision man to establish a limited liability company a member;

b) The business registry, the state agency has the authority to require the business to suspend business on the industry, a business that is conditional on finding that the business is not qualified under the rule of law.

2. Sequencing, the business-stopping procedure of a limited liability company a member:

After the decision of the decision to establish a limited liability company a member of the business to suspend business, the LLC a member is responsible for carrying out business-based procedures under the rule of law.

In the case of a business registry, the state agency has the authority to ask for a halt to industry business, conditional business, a limited liability company a responsible member who reports the decision to set up the company to make a decision. Stop doing business.

Chapter IV

DISSOLVE A MEMBER OF THE LLC

What? 24. The condition of dissolution of the LLC a member.

1. The LLC a member is considered dissolved in the following circumstances:

a) The end of the activity deadline has been written in the Company Charter without renewed decision;

b) revoked the business registration certificate;

c) The business lost for three years in a row and has a cumulative number of three-quarters of the state capital at the firm, but has not been in bankruptcy;

d) No implementation of the duties of the State of the State for the duration of 2 years in a row after adopting the necessary measures;

The continued maintenance of the company was not necessary.

2. The business is only dissolved when ensuring payment of all other debt and obligations.

3. The dissolution of a limited liability company a member must conform to the overall project of arrangement, innovation, restructuring of the state enterprise that has been approved by the Prime Minister; the case of dissolution of the LLC a member of the company was approved. has not yet been regulated at the Arranged Scheme, innovation, restructuring of the state enterprise, the decision to establish a limited liability company a member of the Prime Minister to consider, decide.

What? 25. The authority recommended dissolution and decided to dissolve the LLC a member of the company.

1. Agency, organization, individuals recommend the dissolution of a member of the LLC a member (later called the recommended person):

a) The LLC is a self-recommended member;

b) The decision of the establishment or agency of the inspection, audit, taxation or other state functions when carrying out the mandate under jurisdiction, finds the LLC a member that falls into the condition of the dissolution;

c) The industry regulator recommends the dissolution of the LLC a member decided to form by the Prime Minister.

2. The decision to establish a limited liability company a member is the authority to decide the dissolution of the company.

What? 26. The Council dissolved the LLC a member.

1. The person with the authority to decide to dissolve the LLC a member must form a member of the Board of Finite Liability Company (later called the dissolution council). The Council of Dissolution functions to the decision to be able to resolve the decision to dissolve the company and organize the company's dissolution.

2. The dissolution council comprises the following agencies:

a) The Chair of the Council of dissolution is representative of the dissolution decision body; the Ministry of Planning and Investment is the Chairman of the Board of Finite Responsibility Company a member appointed by the Prime Minister to the dissolution;

b) The Ministry of Industry Management, Ministry of Finance, Ministry of Labor-Trade and Society for the LLC a member is decided to dissolve by the Prime Minister;

c) The Treasury Department for the LLC a member is dissolved by the Secretary of State;

d) Department of Finance, Department of Planning and Investment, Department of Labor-Trade and Social Affairs on the LLC a member appointed by the chairman of the Provincial People ' s Commission decided to dissolve;

The company's limited liability company is dissolved;

e) The LLC a member is dissolved;

g) Depending on the specific case, you may invite more officers, experts, agencies, other organizations to participate in the Council of the dissolution.

What? 27. The process of dissolution of the LLC a member

1. In the case of a limited liability company a member has sufficient regulatory conditions stipulated at Article 24 of this Protocol or have the text of a proposal to dissolve the company from the agencies, the organization has jurisdiction, for a 30-day period of work, the judge. The decision to dissolve the company's dissolution of the Board to determine the company's dissolution. The case does not decide to dissolve the limited liability company a member, who has the authority to decide the dissolution of a written notice to the recommended person.

2. The person with the authority to decide to dissolve the LLC a member according to the specified content at Article 28 of this Decree.

3. After the dissolution decision:

a) The LLC a member is responsible for implementing the regulations at Article 29 of this decree;

b) The dissolution council is responsible for the implementation of the provisions at Article 30 of this decree;

c) The direct tax authority that governs the collection of corporate taxes is responsible for issuing a document confirming the implementation of the company 's tax obligations in the 5-day period of work since the date of receiving the proposed text confirming the implementation of the company' s tax obligations. Ty.

4. The dissolution council automatically terminated the operation when a member of the LLC a member who completed the dissolution procedures under the rule of law and business registry deleted the business name from the business register.

What? 28. Decided to dissolve the LLC a member.

1. The decision to dissolve the LLC a member must have the following principal content:

a) Name, address the headquarters of the LLC a member is dissolved;

b) The reason for dissolution;

c) The deadline, the procedure for the contract liquing and payment of the debt of the business; the debt payment deadline, the contract liquoration is not exceeded for 6 months, since the date of the dissolution decision;

d) The method of handling the obligations that arise from the labour contract;

They are named, the signature of the representative by the law of the business.

2. In the 7-day period of work, since the date of the decision to dissolve the LLC a member, the decision must be sent to the LLC a member who is dissolved and:

a) The subjects stipulate at paragraph 3 Article 158 Enterprise Law;

b) The offer to dissolve the LLC a member;

c) The Ministry of Planning and Investment, the Ministry of Finance for the LLC a member decided to dissolve;

d) The Department of Planning and Investment, the Finance Department for the LLC a member appointed by the chairman of the provincial People's Committee, decided to dissolve;

The direct tax authority manages the collection of corporate taxes;

e) The Provincial People's Committee, Bureau of Statistics, Provincial Business Registration Room where the LLC a member is dissolved to the headquarters and business register where the branch office is located, the company's representative office.

What? 29. The responsibility of the LLC a member is dissolved.

1. When a dissolution decision is made, the LLC a member may be dissolved with an email or written statement in 3 consecutive numbers and is posted on the business portal (www.business.gov.vn) with the following primary content:

a) Name, LLC address a member who is dissolved;

b) The number, day, month, year of the dissolution decision and the body decision-making body;

c) The limited liability company Day a member terminated operation;

d) Time requires creditors to visit the debt.

2. Since the dissolution of the dissolution decision date, the LLC a member is liable to be responsible:

a) Not to implement all the prohibited activities stipulated at Article 159 Corporate Law;

b) End of activities: Business, payment of payable debts, lend assets, hold property;

c) Accounting key; asset inventory; payment of the debt must be obtained, payable; financial reporting to the time of the dissolution of the dissolution which is valid;

d) Set up the list of creditors and the amount of debt paid (divided by a secured debt, partially secured debt, unsecured debt); the list of creditors and the amount of debt must be obtained (the share of the debt is likely to recall and debt is not likely to recover);

) Sending the document offering tax authorities confirm the implementation of the company ' s tax collection obligations.

3. In the 30-day period of work, since the dissolution decision is in effect, the company must hand over to the dissolution council:

a) Financial reporting, accounting books and documents related to the dissolution of the company; the list of creditors, the company ' s creditors;

b) The entire property in the ownership, management, use of the company ' s legal use (including unrecovered assets), the property that receives the passport, the borrower, the lease.

What? 30. The powers and responsibilities of the Council dissolution the LLC a member.

1. After a decision to dissolve and register a member of the LLC a member, the Board of Solving is responsible:

a) Recall the seal of the limited liability company a member who was dissolved in order to serve the dissolution;

b) An LLC's dissolution of a limited liability company member states that decides to dissolve a member's LLC to review, approve;

c) The organization's dissolution of the LLC a member under the approved method; the member council or the company owner directly organizes the company's assets liquing a member's assets, except for the case the Company Rules. established its own liquoration organization; the payment of the debt of the LLC to an dissolved member executed in order of regulation at Clause 4 Article 158 Enterprise Law;

d) During the 07 day period of work, since the end of the dissolution and payment of all the debts of a member LLC a member, the dissolution council must first report financial statements about a limited liability company to a member of the company. the decision to dissolve the company; the firm's dissolution of the company is limited to one member according to the regulatory content at Section 3 Article 40 of the Digital Protocol. 102 /2010/NĐ-CP October 1, 2010, the Government's Guide to the Detailed Examination of the Business Law; sends an account of the business to the business registry where the company's registered business.

2. The Council of Dissolution is used by the seal of the LLC a member to serve the dissolution work and require relevant state agencies to support the recovery of the property.

What? 31. All right limited liability company dissolution a member

1. The time of dissolution of the LLC a member is no more than 01 years since the date of the decision to dissolve the company in effect. The special case was decided by the person to dissolve the company by writing, the duration of the company's dissolution, which could last for no more than 6 months.

2. The case of a business that was revoked of corporate registration certificates, the deadline for the dissolution of the entity according to the regulation at paragraph 6 Article 158 Enterprise Law.

Chapter V.

EXECUTION CLAUSE

What? 32. l Male execs

1. This decree has been in effect since 1 January 2014.

2. Decree 180 /2004/ND-CP October 28, 2004 the Government of the new establishment, reorganization and dissolution of the state company and previous provisions contrary to this Decree are abolished.

What? 33. Responsibility and execution

1. The Ministry: Planning and Investment, Finance, Labor-Trade and Social Affairs, the Interior is responsible for coordinating with the agencies involved in the implementation of this decree.

2. Political organizations, political organizations-the society can apply this Decree to form, reorganize, dissolved on the limited liability company a member is owned by itself.

3. The establishment of the branch, the subordinate accounting unit of the LLC a member who performs on the process at Article 13 of this Decree.

4. The establishment, reorganization, dissolution of the Investment Corporation and the state-owned capital business and the limited liability company a member of the investment firm of the investment firm and the state-owned capital business, as provisions for the company responsible. The Prime Minister, on the other hand, decided to be established by the Prime Minister at this decree.

5. The LLC a member owned by the State does not establish a limited liability company a member from the third-level return to the parent company model-the subsidiary. Special case, the Prime Minister's report, the decision.

The Ministry, the People's Committee of the provinces, Central City, Chairman of the Council of the Member or Corporate Chairman of the State Economic Corporation scrutines the operational situation and builds the appropriate arrangements for limited liability companies. A member from Level 3 becomes a member of a limited liability company, a member of its management, a report of the Ministry of Planning and Investment to General, the Prime Minister to consider, to decide.

6. Ministers, peer-agency Prime Minister, Chief Minister of Government, Chairman of the Provincial People ' s Committee, Central City of Central City, Chairman of the Board of Members or Corporate Chairman of the LLC a member is responsible for the government. It is the responsibility of this decree.