Decree 176/2013/nd-Cp: On Establishment, Reorganization, Dissolution Of A Limited Liability Company Members By State Owned Limited Liability Company And A Member Of The Company's Co. ..

Original Language Title: Nghị định 172/2013/NĐ-CP: Về thành lập, tổ chức lại, giải thể công ty trách nhiệm hữu hạn một thành viên do Nhà nước làm chủ sở hữu và công ty trách nhiệm hữu hạn một thành viên là công ty co...

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Decree on establishment, reorganization, dissolution of a limited liability company members by State owned limited liability company and a member is a subsidiary of the limited liability company a member owned by the State _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ based on Government Organization Law of 25 December 2001;
Pursuant to the law of business on November 29, 2005;
According to the recommendation of the Minister of planning and investment;
The Government issued the Decree on establishment, reorganization, dissolution of a limited liability company members by State owned limited liability company and a member is a subsidiary of the limited liability company a member owned by the State , chapter I GENERAL PROVISIONS article 1. Scope this Regulation Decree on conditions, sequence, procedure for establishment, reorganization, dissolution of a limited liability company members by State owned limited liability company and a member is a subsidiary of the limited liability company a member owned by the State (hereinafter referred to as company liability limit a member).
Article 2. Apply object the object of this Decree apply include: 1. limited liability company a member owned by the State.
2. limited liability company a member of a limited liability company members by the State as owners.
3. The organizations or individuals related to the establishment, reorganization, dissolution the limited liability company a member as defined in clause 1 and clause 2 of this Thing.
Article 3. Apply relevant legislation where there is a discrepancy between the provisions of this Decree and the regulations of the law on State economic Corporation, the Corporation shall apply to the State under the provisions of the law of corporations, the State Corporation.
Chapter II ESTABLISHMENT of the LIMITED LIABILITY COMPANY to a MEMBER of article 4. Conditions established limited liability company to a member of the establishment of a limited liability company members only be reviewed when meet the following conditions: 1. In the sectors, sectors, geographical areas are considering the establishment of a limited liability company members prescribed in article 5 of this Decree.
2. Ensure adequate capital prescribed in article 6 of this Decree.
3. Have a valid profile specified in article 7 of this Decree and the Prime Minister for approval.
4. The establishment of a limited liability company membership consistent with planning, industry development strategy, and the economic sector.
Article 5. Branches, sectors, geographical areas are considering the establishment of limited liability company a member 1. Limited liability company, a member is considered established in the industry, the field, the following localities: a), geographical areas and sectors directly serving the defense and security under the provisions of the Government;
b) national power system transmission; most hydroelectric power plant target meaningful nuclear especially important socio-economically tied to defense and security;
c) management, the exploitation of infrastructure system to the national railway, urban railway; the airports; the port State, the international gateway;
d) Executive Management; operator of the national railway, urban railway;
Marine warranties);
e) provide public postal service;
g) published (not including the field of print and released publications);
h) printing, minting money;
I) manage, exploit the system of irrigation, the irrigation district, Union, reclaimed stone embankment;
k) logistics of Sea Island;
l) management, maintenance works, dykes and flood disaster prevention;
m) plant and watershed forest protection, forest, jungle, special-purpose;
n) sectors, sectors, geographical areas for strategic stability and socio-economic development of the country in each period or other localities, sectors, according to the decision of the Prime Minister.
2. limited liability company a member was considering establishing a subsidiary is a limited liability company members to develop, to hold the business know-how, technology serves to direct the implementation of these tasks, the main business lines of the parent company.
Article 6. The level of capital of a limited liability company members when established 1. Limited liability company to a member of the establishment must have capital levels not lower than 100 billion.
2. where the lines of business require capital, then in addition to conditions specified in clause 1 of this article, the Charter capital of a limited liability company members when established not lower the level of capital regulation for business lines.
3. for limited liability company a active member in a number of disciplines, sectors, and geographical particularities or produce and supply products, public service, the capital may be lower than the level specified in paragraph 1 of this article if the opinion approved by the Prime Minister.
Article 7. Profile proposed the creation of limited liability company a member 1. Profile proposed the creation of limited liability company to a member of the person who decided to include: a) the Newspaper proposed the creation of a limited liability company members;
b) project to establish limited liability companies a member as defined in clause 2 of this Thing;
c) draft Charter of the limited liability company a member specified in Paragraph 3 of this article.
2. The project of establishment of the limited liability company, a member must have the following principal contents: a) legal bases, the need to establish companies;
b) name, organization management and active period;
c) location of company headquarters, the construction of production facilities, business and land use; branches, representative offices of the company;
d) delivered by the State duty; business lines; list of products or services offered by the company;
DD) reviews the socio-economic impact and the suitability of the established companies with planning, industry development strategy, economic regions and sectors;
e) market situation, demand and market prospects of each type of the product, the service offered by the company; the expected technology applied in production and business activities; business plan and 5-year investment development after its establishment;
g) expected total investment; capital level; sources and forms of mobilizing the remaining capital beyond the initial investment capital of the State; capital repayment plan; the needs and measures that create capital for the company;
h) capable of supplying raw materials, labour, energy, materials, technology and other necessary conditions for company activities after its establishment.
3. The draft Charter of the limited liability company a member includes the following principal contents: a) the name, address, Head Office of the company; legal forms, legal personality of the company; Branch, Representative Office (if available);
b) objectives; the tasks assigned by the State and business lines;
c) capital, how to adjust capital;
d) legal representative of the company;
DD) rights, obligations of owners of the company;
e) rights, obligations of the company;
g) organisational structure of the management company;
h) rights, obligations of the Chairman and members of the Board members or the Chairman of the company, the Comptroller, the Director General and other management titles of the company;
I) financial activity mechanisms, principles of use and processing profit losses in the company's business; base and method of determining remuneration, salaries and bonuses for managers and controllers;
k) The case of dissolution, reorganization, transformation and liquidation procedure of the company's assets;
l) Protocol through the decision of the company; principles of internal dispute resolution;
m) Protocol amending, supplementing the company Charter;
n) other provisions by the Agency, held rights assigned, the obligations of the owners of the company decided but are not contrary to the provisions of the law.
4. in case of the establishment of the limited liability company a member associated with the formation of the investment projects, the investment procedures follow the provisions of the law on investment.
5. in case of establishment of limited liability company, a member of the Ministry, ministerial-level agencies, government agencies (hereinafter referred to as the Ministry), the provincial people's Committee; limited liability company a member is a subsidiary of limited liability company a member, the Prime Minister's record for review, approval, include: sheets of the proposed establishment of the limited liability company is a member and the scheme established a limited liability company members.
Article 8. The proposed establishment of the limited liability company a member of Ministers, heads of ministerial agencies, heads of government agencies (hereafter referred to as the Secretary), Chairman of the provincial people's Committee, the central cities (hereafter referred to collectively as the Chairman of the provincial people's Committee) , Board member or the President of the company limited liability company a member owned by the State (in the case of established companies is a limited liability company) who proposed the creation of a limited liability company members.
Article 9. The Authority decided to set up a limited liability company membership 1. The Prime Minister decided to form limited liability companies a Member State economic Corporation and the Corporation's investment and trading state capital.
2. The Minister, Chairman of the provincial people's Committee decided to set up a limited liability company members also object to the provisions of paragraph 1 and Paragraph 3 of this article.
3. Board member or President of the company decided to set up a subsidiary limited liability company is a member.
Article 10. Appraisal records suggest the establishment of a limited liability company membership

1. Appraisal of records suggest the establishment of a limited liability company membership is the examination, evaluation of the suitability of establishing a limited liability company members with legal regulations, planning, industry development strategy, and the economic sector to serve as a basis for competent person review decision.
The proposed establishment of the limited liability company, a member is responsible for the accuracy of the content and data in the record to suggest the establishment of a limited liability company members.
2. The participating agency comments for the record proposed the creation of a limited liability company members: a) Ministry of planning and investment;
b) Ministry of finance;
c) Ministry of labor, invalids and Social Affairs;
d) Ministry of the Interior;
Industry Manager);
e) provincial peoples Committee where limited liability company a member intends to put its headquarters;
g) in the case of need, the Agency chaired the evaluation profile proposed the creation of limited liability company, a member is entitled to request more agencies, other relevant organizations participate in comments for the record.
3. The Agency chairing the appraisal records suggest the establishment of a limited liability company members and participating agencies responsible comments about appraisal results and his comments.
Article 11. The process of establishment of the limited liability company a member due to the Prime Minister decided to form 1. Industry Manager may establish the original profile proposed the creation of limited liability company a member as defined in clause 1 article 7 of this Decree and send the Ministry of planning and investment to appraisal.
2. Upon receipt of application proposed the creation of limited liability company a member, Ministry of planning and investment has responsibility for presiding over the opinions of the Ministry of finance, Ministry of labor, invalids and Social Affairs, the Ministry of the Interior, the provincial people's Committee where limited liability company a member intends to put its headquarters and the Agency other related organizations (if necessary).
Within 15 working days from the date of receiving the profile proposed the creation of a limited liability company members, related agencies send text to join the opinion with respect to the contents in the scope of his duties, function to the Ministry of planning and investment to synthesis and assessment reports.
3. within 10 working days from the date of receiving the opinion of the relevant agency, the Ministry of planning and investment, the Prime evaluation report suggested record established limited liability company a member, at the same time submit the logical industry to absorb comments evaluation.
The case has a different opinion on the contents of the records, the Ministry of planning and investment held a meeting with the relevant agency before submitting the evaluation report up the Prime; time may be extended by not more than 10 working days.
4. industry Manager explain the currency valuation opinions of the Ministry of planning and investment, improving the record prime consideration and decision.
Article 12. The process of establishment of the limited liability company a member due to The provincial people's Committee decided to set up 1. The provincial people's Committee, created 5 sets of original records suggest the establishment of limited liability company a member as defined in clause 5 article 7 of this Decree and take the opinion of the Ministry of planning and investment, Ministry of finance, Ministry of labor, invalids and Social Affairs The Interior Ministry, the Ministry of industry management (in the case of a limited liability company members by the provincial people's Committee decided to set up) or the provincial people's Committee where limited liability company a member intends to place the headquarters (in case of limited liability companies a member due to The management of the industry decided to set up).
2. within 10 working days from the date of the profile proposed the creation of a limited liability company members, related agencies send text to join the opinion with respect to the contents in the scope of his duties, function to the Department, the provincial people's Committee.
3. within 10 working days from the date of receiving the opinion of the relevant body, The provincial people's Committee, reporting, evaluation process of the receiving the opinion of the relevant agency, perfecting the profile proposed the creation of limited liability company to a member of the Prime review , for approval.
4. where are the Prime project approval established limited liability company a member, Minister, Chairman of the provincial people's Committee decision to establish limited liability companies a member within 30 working days from the date of the approved scheme.
Article 13. The process of establishment of the limited liability company a member by the Board member or President of the company decided to set up 1. With regard to the establishment of a limited liability company membership is a subsidiary of the limited liability company a member due to the Prime Minister decided to form: a) the parent company set the original record 5th proposed the creation of a subsidiary limited liability company is a member as defined in clause 5 article 7 of this Decree shall send the Ministry of industry management to evaluation;
b) after receipt of application proposed the creation of a subsidiary is a limited liability company members, industry Manager presiding over the opinions of the Ministry of planning and investment, Ministry of finance, Ministry of labor, invalids and Social Affairs, the Ministry of the Interior.
Within 10 working days from the date of receiving the application, the agency sent related documents involved comments with respect to the contents in the scope of his duties, function to The management of the sector;
c) within 10 working days from the date of receiving the opinion of the relevant body, reporting sector Manager evaluation, explain the receiving the opinion of the relevant agency, perfecting the profile proposed the creation of limited liability company to a member of the Prime review , approved;
d) where are the Prime project approval established a subsidiary limited liability company is a member, Board member or President of the company of the parent company decides to establish a subsidiary limited liability company is a member within a period of 30 working days from the date of the approved scheme.
2. With regard to the establishment of a limited liability company membership is a subsidiary of the limited liability company, a member of The provincial people's Committee: a) the parent company set the original record 6, proposed the creation of a subsidiary limited liability company is a member as defined in clause 5 article 7 of this Decree shall send The The provincial people's Committee, to appraise;
b) after receipt of application proposed the creation of a subsidiary is a limited liability company members, The provincial people's Committee, chaired opinions of the Ministry of planning and investment, Ministry of finance, Ministry of labor, invalids and Social Affairs, the Ministry of the Interior, the Ministry of industry management (in the case of the parent company by the provincial people's Committee decided to set up) and the procedure, the order prescribed in paragraph 2 and paragraph 3 article 12 of this Decree, the prime consideration, approved undertakings;
c) where are the Prime advocates of approval established a subsidiary limited liability company is a member, Board member or President of the company of the parent company decides to establish a subsidiary limited liability company is a member within a period of 30 working days from the date of approval of undertakings.
Article 14. Decided to set up a limited liability company membership 1. The decision to establish the limited liability company, a member must have the following principal contents: a) the name of the limited liability company a member, including the full name by Vietnamese, foreign name, short name (if available);
b) type of company;
c) address of Head Office of the company;
d) delivered by the State duty; business lines;
DD) capital;
e) organizational structure, the Executive management of the company;
g) name, address, branch, Representative Office (if available);
h) the name, address of head office and subsidiaries, affiliate companies.
2. Simultaneously with the decision to establish the limited liability company a member, who has the authority to approve the Charter of the company, appointed by the President and members of the Board members or the Chairman of the company.
Article 15. Business registration and trading point of limited liability company a member 1. After decision-making authority established limited liability company a member, decided to approve the Charter company, appointed by the President and members of the Board members or the Chairman of the company, a limited liability company members conduct the business registration procedures under the provisions of the law.
2. limited liability company a member has the right of trading since being issued a certificate of registration of business. For those lines of business condition limited liability company, a member is entitled to the business lines that since May the competent State agencies licensed or eligible business according to regulations.
Chapter III the REORGANIZING, SUSPEND TRADING LIMITED LIABILITY COMPANY a MEMBER of article 16. Reorganization of the limited liability company a member 1. The forms of organization limited liability company a member include: consolidation, merger, split, split, convert into a joint stock company, converted to a limited liability company, two members and the transformation in the form of the parent company-subsidiary.
2. The form of reorganization of the limited liability company to a member of the provisions of this Decree are: a) incorporated limited liability company a member: Two or several limited liability companies a member (referred to as the company being merged) can merge together into a limited liability company, a new Member (called the company) by Turning the whole of the property, rights, obligations and legal benefits to the company, at the same time end the existence of the Corporation was incorporated;
b) merger of limited liability companies a member:

One or several limited liability companies a member (known as the merged companies) can be incorporated into a limited liability company to a member of another (called the company merged) by turning the whole of the property, rights, obligations and legal benefits to the merged company at the same time ended the existence of the company being merged;
c) divided into limited liability company a member: A limited liability company of a member (referred to as the company being split) can be divided into two or several limited liability companies a new Member (called the company subdivided) by transferring a portion of the property, rights, obligations and legal interests of the company being divided to split at the same time ended the existence of the company being divided;
d) limited liability company a member: A limited liability company of a member (referred to as separated companies) can separate to form one or several limited liability companies a new Member (called the company were split) by transferring a portion of the property, the right to , obligations and legal interests of the company were split into separate companies that do not terminate the existence of the company being split.
3. The forms of organization limited liability company a member into a joint stock company, limited liability company, two members and the conversion of limited liability company, a member or a group of companies in the form of the parent company-subsidiary was made according to the provisions of the Government.
Article 17. Conditions held back limited liability company a member of a limited liability company members held back when it meets the following conditions: 1. The reorganization of the limited liability company, a member must fit in with the overall scheme of arrangement , renovation, restructuring of State enterprises has been approved by the Prime Minister; the case of the Organization of the limited liability company a member have not been specified in the scheme of the overall arrangement, renovation, restructuring of State enterprises, the Agency decided to set up a limited liability company membership is the prime consideration and decision.
2. limited liability companies a new members formed after the split, split the company liability a member must ensure adequate conditions as to establish limited liability companies a member specified in paragraph 1, paragraph 2 and paragraph 4 Article 4 of this Decree.
3. The organization does not reduce the Charter capital of a limited liability company members.
Article 18. Personal or agency of competent jurisdiction decision held back limited liability company a member 1. For the case of reorganizing the company limited liability a member do the same bodies or individuals to form or be assigned management (hereinafter referred to as the agency or individual establishment decision), the agency or individual company decision decision held back a limited liability company members.
2. With regard to the case of the merger of the limited liability company a member due to the different individuals or agencies decided to set up the individual or agency decided to establish the company merged the decision held, on the basis of the opinion the agreement in writing by the agency or individual decided to establish the company was incorporated.
3. With regard to the case of the limited liability company a member due to the different individual or agency decided, the agency or individual agreements will make the right and the obligation of the owner of the company consolidated the decision held back.
4. for the cases held back limited liability company a member due to the Prime Minister decided to form the Ministry of planning and investment has responsibility for chairing the appraisal records suggest. In the event of a merger, the limited liability company a member due to the different industry Manager assigned to manage, the Prime Minister appointed The responsible sector management presided over record-setting reorganization proposal, the prime consideration, decision.
Article 19. Records suggest reorganizing the company limited liability a member 1. Records suggest reorganizing the company limited liability a member include: a) sheets of the proposed reorganization of the limited liability company a Member;
b) project to reorganize the company limited liability a Member;
c) financial statements of the previous year the company's adjacent audited financial statements and the most recent time you held back;
d) draft Charter of the limited liability company a new Member;
merger contract), incorporated under the provisions of art. 2, art. 152 Article 2 Article 153 business law for the case of a merger, merge the limited liability company is a member.
e) other documents related to the reorganization of the limited liability company is a member.
2. The project of reorganization of the limited liability company, a member must have the following principal contents: a) the name, address of the limited liability company a member before and after reorganization;
b) the need to reorganize the company limited liability a Member; conformity with the development of the industry, the field of planning and socio-economic development in the area and across the country;
c) capital Level of the limited liability company a member after the reorganization;
d) scheme arrangements, use of labour;
DD) financial process, convert, transfer of capital, property rights, and obligations of the limited liability company a member involves reorganizing;
e) the time limit for implementation of reorganization of the limited liability company a Member;
g) Division, separate limited liability company a member to form limited liability companies a new scheme members reorganized limited liability company, a member must have more other contents prescribed in clause 2 article 7 of this Decree.
Article 20. The decision to reorganize the company limited liability a member 1. The decision to reorganize the company limited liability a member must specify the inherit the rights and obligations of a limited liability company membership is held back.
2. The decision to reorganize, the merger contract, incorporated limited liability company a member shall be sent to all creditors and notify the employee know within 15 working days from the date of via; the decision to reorganize the company limited liability a member was sent to the Ministry of planning and investment to aggregate.
Article 21. The process of amalgamation, merger of limited liability companies a member 1. The process of amalgamation, merger of limited liability companies a member due to the Prime Minister decided to form: a) The sectors prescribed in paragraph 4 to article 18 decrees directing limited liability company a member created profile suggest merge, merged under the provisions of article 19 of this Decree , send the original profile 4 to the Ministry of planning and investment to appraisal;
b) after getting enough records to suggest merge, merged limited liability company a member, Ministry of planning and investment has responsibility for presiding over the opinions of the Ministry of finance, Ministry of labor, invalids and Social Affairs, the Ministry of the Interior.
Within 15 working days from the date of receiving the records suggest merge, merging, related agencies send text to join the opinion with respect to the contents in the scope of his duties, function to the Ministry of planning and investment to synthesis and assessment reports;
c) within 10 working days from the date of receiving the opinion of the relevant agency, the Ministry of planning and investment, the Prime evaluation report suggested record merge, merged limited liability company a member, at the same time submit the logical industry to absorb comments evaluation.
The case has a different opinion on the contents of the records, the Ministry of planning and investment held a meeting with the relevant agency before submitting the evaluation report up the Prime; time may be extended by not more than 10 working days;
d) industry Manager explain the currency valuation opinions of the Ministry of planning and investment, improving the record prime consideration and decision.
2. process of amalgamation, merger of limited liability companies a member due to The provincial people's Committee, the decision established or assigned management; limited liability company a member by the Board member or President of the company decided to establish: a) The limited liability company to a member of the unified coordination, setting records suggest merge, merged under the provisions of article 19 of this Decree, the agency or individual company decision review the decision;
b) within a period of 30 days from the date of receiving the records suggest merge, merging, body or individual has the authority specified in article 18 of this Decree, appraisal, approval and decision to merge, merge a limited liability company members.
3. After having decided to merge, merging, the limited liability company, a member is responsible for implementing the project of the merger, merger. For the best case, the merger of limited liability companies a member due to the different individual or agency decided, after record merge, annexation is approved, legal representative of the limited liability company, a member of the same sign contract for , merged.
Merged company limited liability company and a member is established on the basis of the most appropriate implementation of business registration procedures under the provisions of the law.
Article 22. The process of dividing, separate limited liability company a member 1. The process of dividing, separate limited liability company a member due to the Prime Minister decided to form: a) The Steering sector management limited liability company a member making proposal divided, split according to the provisions of article 19 of this Decree, submit the original profile 4 to the Ministry of planning and investment to appraisal;

b) after getting enough records suggest split, split, the Ministry of planning and investment has responsibility for presiding over the opinions of the Ministry of finance, Ministry of labor, invalids and Social Affairs, the Ministry of the Interior.
Within 15 working days from the date of receiving the recommended records Division, separation, relevant agencies have text sent the Ministry of planning and investment to enter comments for the contents in function scope, his mission.
c) within 10 working days from the date of receiving the opinion of the relevant agency, the Ministry of planning and investment, the Prime Minister's assessment report, and sent The industry manages to absorb comments evaluation.
The case has a different opinion on the contents of the records, the Ministry of planning and investment held a meeting with the relevant agency before submitting the evaluation report up the Prime; time may be extended by not more than 10 working days;
d) industry Manager explain the currency valuation opinions of the Ministry of planning and investment, improving the record prime consideration and decision.
2. process divide, separate limited liability company a member due to The provincial people's Committee, the decision established or assigned management: a) the limited liability company a member created 6 sets of original records suggest split, split the Ministry, provincial people's Committee to appraise;
b) after getting enough records suggest, limited liability company a member, The provincial people's Committee, chaired opinions of the Ministry of planning and investment, Ministry of finance, Ministry of labor, invalids and Social Affairs, the Ministry of the Interior, the Ministry of industry management (in the case of a limited liability company members by the provincial people's Committee decided to set up) and the prime consideration, approval, advocates separating limited liability company a member according to the order, the procedure prescribed in paragraph 2 and paragraph 3 article 12 of this Decree;
c) where are the Prime advocates the approval Division, separation, Minister, Chairman of the provincial people's Committee decision to divide, separate limited liability company a member within 30 working days from the date of approval of undertakings.
3. process divide, separate limited liability company a member by the Board member or President of the company decided to form: a) for cases of split, split the limited liability company is a member is the subsidiary of the limited liability company a member due to the Prime Minister decided to establish , sequence, Division, separation procedures follow the provisions in Points a, b and c of paragraph 1 Article 15 of this Decree;
b) for cases divided, limited liability company a member of a limited liability company members by the Ministry, the provincial people's Committee decided to set up, sequence, Division, separation procedures follow the provisions in Points a and b of Paragraph 2 article 13 of this Decree;
c) after approval by the Prime advocate Division, separation, Board member or President of the company of the parent company's decision to divide, separate limited liability company a member within 30 working days from the date of approval of undertakings.
4. After having decided to divide, separate, limited liability company, a member is responsible for implementing the scheme split, split.
Limited liability company a member is established on the basis of split, split performs the business registration procedures under the provisions of the law.
Article 23. Suspend trading limited liability company a member 1. Limited liability company a member suspended business in the following cases: a) as required by who decided to set up a limited liability company members;
b) business registration agency, the State Agency has the authority to suspend business requirements for business lines conditional business when business does not qualify under the provisions of the law.
2. The order and procedure of suspension of business of a limited liability company members: after people decided to set up a limited liability company members decision to suspend business, limited liability company, a member is responsible for implementing the procedure for suspension of business under the provisions of the law.
The case of the business registration agency, the State Agency has the authority to require suspension of trading business lines conditional, limited liability company, a member is responsible to report people decided to set up the company to suspend trading decisions.
Chapter IV to DISSOLVE LIMITED LIABILITY COMPANY a MEMBER of article 24. Dissolution conditions limited liability company a member 1. Limited liability company a member was considered dissolved in the following cases: a) the end of the time limit for the operation was recorded in Charter company without the renewal decisions;
b) revoked the certificate of business registration;
c business losses) 3 years in a row and has estimated losses by 3/4 of State capital in the company over, but yet the bankruptcy status;
d) can't perform the duties assigned by the State during the 2 years after application of the necessary measures;
DD) the continuation of the maintenance company is not necessary.
2. The business only to be dissolved when the guaranteed pay off the debts and obligations of the other property.
3. The dissolution of a limited liability company members are consistent with the overall scheme of arrangement, renovation, restructuring of State enterprises has been approved by the Prime Minister; the case of the dissolution of a limited liability company membership has not been specified in the scheme of the overall arrangement, renovation, restructuring of State enterprises, the Agency decided to set up a limited liability company membership is the prime consideration and decision.
Article 25. The authority to recommend dissolution and decided to dissolve limited liability company a member 1. Agencies, organizations, individuals proposed dissolution of a limited liability company (hereinafter referred to as someone suggested) include: a limited liability company) a member becomes recommended;
b) decide to establish or inspection agency, audit, tax or the competent authorities of the other State when performing their duties according to the authority, a limited liability company members fall into the situation are dissolved;
c) industry Manager suggested the dissolution of a limited liability company members led by the Prime Minister decided to establish.
2. The decision to establish the limited liability company is a member is the person who has the authority to decide to dissolve the company.
Article 26. The Board can award limited liability company a member 1. Who has the authority to decide to dissolve limited liability company a member must establish the Council dissolved a limited liability company (hereinafter referred to as the Council dissolved). The Council dissolved function advised the dissolution decision regarding the decision to dissolve the company and holding company dissolved.
2. The Council may award the following representatives: a) the President of the Council is dissolved the Agency's representatives decided to dissolve; The Ministry of planning and investment is the President of the Council to dissolve limited liability company a member due to the Prime Minister decides to dissolve;
b) industry Manager, Ministry of finance, Ministry of labor, invalids and Social Affairs with regard to limited liability company a member due to the Prime Minister decides to dissolve;
c) the Ministry of finance for a limited liability company members by the Minister decided to dissolve;
d) Department of finance, planning and investment, the Department of labor, invalids and Social Affairs with regard to limited liability company a member by the Chair of the provincial people's Committee decided to dissolve;
DD) Union limited liability company a member is dissolved;
e) limited liability company a member is dissolved;
g) as the case specifically, can invite more officers, professionals, agencies, and organizations to join the Council.
Article 27. The process of dissolving a limited liability company membership 1. In the case of a limited liability company members have enough dissolved the conditions stipulated in article 24 of this decree or writing to recommend dissolution of the company from the Agency, the competent organization, within a period of 30 days, the person who has the authority to decide to dissolve the company established dissolve the Council to appraise the proposal to dissolve the company. The case did not decide to dissolve limited liability company a member, who has the authority to decide the dissolution must be notified in writing to the proposal.
2. Who has the authority to decide to dissolve a limited liability company members according to the provisions of article 28 content of this Decree.
3. After having decided to dissolve: a limited liability company) a member is responsible for implementing the provisions of article 29 of this Decree;
b) dissolution of Council is responsible for implementing the provisions of article 30 of this Decree;
c) tax authorities directly tax the company management is responsible for issuing documents confirming the implementation of tax obligations of the company within 5 working days from the date of the proposed text confirms the implementation of tax obligations of the company.
4. The Council dissolved automatically terminating operation when a limited liability company members have finished the procedure of dissolution under the provisions of the law and the business registration agency business name deleted from the registry business.
Article 28. The decision to dissolve limited liability company a member 1. The decision to dissolve limited liability company, a member must have the following principal contents: a) the name, address of Head Office of a limited liability company membership is dissolved;
b) reasons for dissolution;
c) liquidation procedure, duration of contract and payment of the debts of the business; the time limit for payment of the debt, liquidated the contract does not exceed 6 months from the date of the decision through dissolution;
d) process the obligations arising from the employment contract;
DD) name, signature of the legal representative of the enterprise.

2. within 7 working days from the date of the decision to dissolve limited liability company a member, this decision must be sent to the limited liability company a was dissolved and members: a) the objects prescribed in paragraph 3 Article 158 business law;
b) Who proposed the dissolution of a limited liability company members;
c) Ministry of planning and investment, the Ministry of finance for a limited liability company members by the Minister decided to dissolve;
d) Department of planning and investment, the Department of finance with respect to limited liability company a member by the Chair of the provincial people's Committee decided to dissolve;
DD) direct tax agency tax management company;
e) provincial people's Committee, the Statistical Bureau, provincial business registration office where limited liability company a member of the disbanded headquartered business registration office and headquarters branches, representative offices of the company.
Article 29. The liability of the limited liability company, a member of the disbanded 1. When a decision to dissolve limited liability company, a member of the disbanded to electronic or written notice posted in 3 consecutive numbers and are posted on the business portal (www.business.gov.vn) with the following principal contents: a) the name, address, limited liability company, a member of the disbanded;
b) numbers, days, months, years of decisions and decision-making bodies dissolved;
c) on limited liability companies in a end members;
d) time required to collate creditors debt.
2. From the date of the decision to dissolve effect, limited liability company, a member may be responsible: a) does not make all prohibited activities specified in article 159 business law;
b) terminated activities: business, the payment of the account payable, loan assets, custody of assets;
c) locks the accounting books; inventory of property; compare the debt, pay; financial reporting to the time of the decision to dissolve effect;
d) Established a list of creditors and the debt is charged (subdivided into secured debt, secured debt, unsecured debt); the list of customers and creditors debt (subdivided into debt and debt recovery likely does not have the ability to recall);
DD) Posted the text suggested the tax authorities confirmed the implementation of tax obligations of the company.
3. within 30 working days, since the decision to dissolve the company in effect, must be delivered to the Council dissolved: a) financial reporting, accounting books and documents related to the dissolution of the company; the list of creditors, the creditors of the company;
b) the whole of the property in the ownership, management, use of corporate legal (including property not yet recovered), property get custody, borrowed, rented.
Article 30. The powers and accountability of the Council to dissolve limited liability company a member 1. After having decided to dissolve and post dissolution notice limited liability company a member, Council for responsible dissolution: a) to revoke the seal of a limited liability company membership is dissolved for serving the dissolution;
b) plans to dissolve limited liability company to a member of the authority decide to dissolve a limited liability company members for review and approval;
c) dissolved organization limited liability company a member according to the approved projects; Council members or the owner of the company directly held liquidated the assets of the limited liability company a member, unless the Charter company created own liquidation organization; the payment of the debts of a limited liability company, a member may make the order prescribed in paragraph 4 to article 158 business law;
d) within 7 working days from the date of the end of the dissolution and pay off the debt of the limited liability company a member, the Council may have to set up financial statements about the dissolution limited liability company to a member of the people decided to dissolve the company; file dissolution of a limited liability company members according to the content of the provisions in paragraph 3 Article 40 of Decree 102/2010/ND-CP on January 1st, 2011 by Government instructions detailing the implementation of a number of articles in business law; send resumes to award business register where the company has registered the business.
2. The Council dissolved used seal of the limited liability company a member to serve and ask the relevant State agencies to support the recovery of the property.
Article 31. The deadline to dissolve limited liability company a member 1. Time to dissolve limited liability company a member not more than 1 year from the date of the decision to dissolve the company in force. A special case was the decision to dissolve the company agree in writing, the time of dissolution of the company may be extended by not more than 6 months.
2. business case revoked the certificate of business registration, the term dissolved made under the provisions of Paragraph 6 to article 158 business law.
Chapter V PROVISIONS Enacted 32. Effect 1. This Decree is effective as enforced since January 1, 2014.
2. Decree No. 180/2004/ND-CP on October 28, 2004 by the Government on the new establishment, reorganization and dissolution of State company and the previous provisions contrary to this Decree are repealed.
Article 33. Responsible for enforcing and implementation 1. The walk: planning and investment, finance, labor, invalids and Social Affairs has the responsibility to coordinate with related agencies to guide the implementation of this Decree.
2. The political organization, social-political organizations can apply this Decree to establishing, reorganizing, abolished for limited liability company a member by themselves as owners.
3. The establishment of the branch, accounting unit depends of the limited liability company a member follow the process in article 15 of this Decree.
4. The establishment, reorganization, dissolution Of the company business and investment capital limited liability company and a member of the Corporation's investment and trading state capital as the rules for limited liability company a member due to the Prime Minister decided to established in this Decree.
5. limited liability company a member owned by the State not founded a limited liability company members from level 3 upwards in the parent company-subsidiary. Special cases, reported the Prime Minister to review the decision.
The Ministry of the people's Committee, the provinces and cities under central, Chairman of the Board of directors or President of the company of the State's economic situation and the activities of your building plans suitable arrangements for limited liability companies a member from level 3 upwards in the limited liability company to a member of its management the report, the Ministry of planning and investment to sum, the prime consideration, decision.
6. Ministers, heads of ministerial agencies, heads of government agencies, the Chairman of the provincial people's Committee, the central cities, Chairman of the Board of directors or President of the company of limited liability company, a member is responsible for the implementation of this Decree.