Decision to consolidate, merge, divide or separate enterprises with 100% charter capital held by the State

1. Consolidation, merger, division, separation of enterprises with 100% charter capital held by the State

According to Article 13 of Decree 23/2022/ND-CP as follows:

– Consolidation of enterprises with 100% charter capital held by the State:

Two or more enterprises held by the State 100% of the charter capital (hereinafter referred to as the consolidated company) can be merged together into a new enterprise with 100% of the charter capital held by the State (hereinafter referred to as the consolidated company), and at the same time terminate the existence of the merged companies.

– Merging an enterprise with 100% of the charter capital held by the State:

One or several enterprises held by the State: The State holding 100% of the charter capital (hereinafter referred to as the merged company) can merge with another enterprise in which the State holds 100% of the charter capital (hereinafter referred to as the merging company) by transferring all assets, rights, obligations and legal interests to the merged company, and at the same time terminating the existence of the merged company.

– Dividing the State-held enterprise. 100% charter capital:

An enterprise with 100% charter capital held by the State may divide the assets, rights and obligations of the existing company (hereinafter referred to as the divided company) to establish two or more new enterprises with 100% charter capital held by the State, and at the same time terminate the existence of the divided company.

– Separation of state-owned enterprises. State holds 100% of charter capital:

An enterprise with 100% charter capital held by the State can be separated by transferring a part of the assets, rights and obligations of the existing company (hereinafter referred to as the separated company) to establish one or several enterprises with 100% charter capital held by the State (hereinafter referred to as the separated company) without terminating the existence of the separated company. separation.

2. Conditions for consolidation, merger, division, and separation of enterprises with 100% charter capital held by the State

According to Article 14 of Decree 23/2022/ND-CP as follows:

Enterprises with 100% charter capital held by the State are allowed to consolidate, merge, divide, and separate when the following conditions are met:

– Merger, consolidation, division, and separation of enterprises must be in accordance with the document on arrangement and innovation of enterprises approved by the Prime Minister. In cases not yet specified in these documents, the owner’s representative agency must submit it to the Prime Minister for consideration and decision.

– New enterprises formed after division or separation must meet the same conditions as for establishing enterprises specified in Article 4 of this Decree.

– Consolidation and merger of enterprises must ensure compliance with the provisions of the Competition Law on consolidation and merger of enterprises. career.

3. Authority to make decisions on consolidation, merger, division, separation of enterprises with 100% charter capital held by the State

According to Article 15 of Decree 23/2022/ND-CP as follows:

– In case of consolidation, merger, division, separation of enterprises decided to establish or assigned to manage by the same individual or agency (hereinafter referred to as the agency) agency or individual deciding to establish), the agency or individual deciding to establish the enterprise shall make the decision to consolidate, merge, divide, and separate the enterprise.

– In the case of merging businesses decided to establish by different individuals or agencies, the individual or agency deciding to establish the merged company shall make the merger decision on the basis of the written agreement of the agency or individual deciding to establish the merged company. In cases where the company receiving the merger or being merged is an enterprise established by the Prime Minister’s decision, the Prime Minister shall issue a merger decision.

– In the case of consolidation of enterprises decided to establish by different individuals or agencies, the agency assigned by the Prime Minister to exercise the rights and obligations of the representative of the owner of the merging company shall make the merger decision. In case of consolidation of enterprises established under the Prime Minister’s decision, the Prime Minister shall issue a decision on consolidation.

4. Decision on consolidation, merger, division, separation of enterprises with 100% charter capital held by the State

According to Article 19 of Decree 23/2022/ND-CP as follows:

– Decision on consolidation, merger, division, separation of enterprises must clearly stipulate the inheritance of rights and obligations of the consolidated, merged, divided, or separated enterprise.

– Decisions on consolidation, merger, division, separation, consolidation contract, merger of enterprises must be sent to all creditors and notified to employees within 15 working days from the date of issuance.

Decree 23/2022/ND-CP on establishment, rearrangement, ownership conversion, transfer of owner representative rights at enterprises with 100% charter capital held by the State will officially take effect from June 1, 2022.