Procedures for dividing and separating enterprises with

Procedures for dividing an enterprise with 100 charter capital held by the State is legal content that readers often need to check carefully before implementing it in practice. This article has been re-systematized by ANT Legal in an easy-to-understand way, helping individuals and businesses understand the main issues, common risks and appropriate solutions.

What is dividing and separating an enterprise with 100% charter capital held by the State?

According to Clause 3 and Clause 4, Article 13 of Decree 23/2022/ND-CP then Dividing and splitting an enterprise with 100% charter capital held by the State is understood as follows:

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– Dividing an enterprise with 100% charter capital held by the State: An enterprise with 100% charter capital held by the State can 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 an enterprise with 100% charter capital held by the State: An enterprise with 100% charter capital held by the State can be separated by transferring 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.

Steps to divide and separate enterprises with 100% charter capital held by the State and established by the Prime Minister’s decision to establish

According to Clause 1, Article 18 of Decree 23/2022/ND-CP 05 steps to divide and separate enterprises with 100% charter capital held by the State and established by the Prime Minister’s decision, are carried out as follows: following:

Step 1: The owner’s representative agency shall direct the enterprise to prepare a dossier requesting division or separation according to the provisions of Article 16 of this Decree, and send 06 sets of original dossiers to the Ministry of Planning and Investment for appraisal;
Step 2: After receiving complete dossiers requesting division and separation, the Ministry of Planning and Investment shall take the lead in collecting opinions from the Ministry of Finance, the Ministry of Home Affairs, the Ministry of Justice, the Ministry of Labor, War Invalids and Social Affairs, the Ministry of Industry Management and relevant agencies (in case necessary).
Within 15 working days from the date of receipt of the dossier requesting division or separation, relevant agencies shall send a document to the Ministry of Planning and Investment for comments on the contents within the scope of management.
Step 3: Within 10 working days from the date of receiving opinions from relevant agencies, the Ministry of Planning and Investment shall submit an appraisal report to the Prime Minister and at the same time send it to the owner’s representative agency to receive and explain appraisal opinions.
In case of differing opinions on the main contents of the Document, the Ministry of Planning and Investment shall coordinate with relevant agencies before submitting the appraisal report to the Prime Minister; The time may be extended by no more than 10 working days;
Step 4: The owner’s representative agency receives and explains the appraisal opinions of the Ministry of Planning and Investment, completes the dossier and submits it to the Prime Minister for consideration and decision on division and separation.
Step 5: After the decision to split or split, the enterprise established by the Prime Minister’s decision is responsible for implementing the split and split project.

What conditions are required to split or split an enterprise with 100% charter capital held by the State?

Pursuant to Article 14 of Decree 23/2022/ND-CP, the enterprise is held by the State 100% of charter capital is divided or split when the following conditions are met:

– The 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 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 those for establishing enterprises specified in Article 4 of this Decree.

What content needs to be clarified in the decision to divide and separate enterprises with 100% charter capital held by the State?

The decision to consolidate, merge, divide and separate enterprises with 100% charter capital held by the State is stipulated in Article 19 of Decree 23/2022/ND-CP as follows. after:

– The decision to divide or separate an enterprise 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, and 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 the establishment, rearrangement, ownership conversion, and transfer of owner representative rights at enterprises with 100% charter capital held by the State will officially take effect from June 1, 2022.

Note on Applying Current Legal Regulations

This article belongs to the Business & M&A group and is presented for reference purposes, helping readers understand the legal issue at an overview level before preparing a dossier or carrying out a transaction.

Legal regulations may vary depending on the timing, locality, type of dossier and specific circumstances. If you need to determine the exact legal basis applicable to your case, you should contact ANT Legal’s lawyers at 0966.475.966 for review and advice before proceeding.

Common Legal Risks to Note

Applying legal instruments that have been amended, supplemented or replaced.
Preparing an incomplete set of documents, materials or necessary evidence.
Misunderstanding the conditions, procedure, timeline or competent authority.
Signing, submitting a dossier or carrying out a transaction before fully assessing legal risks.

How Can ANT Legal Support You?

ANT Legal can review the specific circumstances, examine the dossier, identify the applicable legal basis, advise on an appropriate handling plan and represent clients in working with individuals, organizations or competent authorities where necessary.

For prompt advice, you may contact a lawyer at 0966.475.966.

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Procedures for dividing and separating enterprises with 100% charter capital held by the State are decided by the Prime Minister How did the Government decide to establish it?