Does the minutes of transfer of the right to represent the state owner at an enterprise with 100% charter capital held by the State have to be published in the newspaper?

How are data on transfer of the right to represent the ownership of state capital in enterprises where 100% of charter capital is held by the State determined?

Pursuant to Article 50 of Decree 23/2022/ND-CP stipulating the principles of organizing the transfer of the right to represent the owner of state capital in enterprises with 100% charter capital held by the State.

Accordingly, data on transfer of the right to represent state capital owners in enterprises with 100% charter capital held by the State is determined by the following principles:

(i) In case an enterprise has audited annual or quarterly financial statements:

Data on transfer of the right to represent the owner of state capital in enterprises of which 100% of charter capital is held by the State is determined as data on audited annual or quarterly financial statements at the time closest to the time of transfer, prepared in accordance with the provisions of law;

(ii) In case the enterprise does not have audited annual or quarterly financial statements:

Data on transfer of the right to represent the owner of state capital at an enterprise with 100% charter capital held by the State is determined as data on the enterprise’s most recent financial statement.

The owner’s representative agency or enterprise, when receiving the transfer, is responsible for hiring an independent audit service to audit the enterprise’s financial statements and adjust the transfer data (if any) according to the provisions of Clause 2, Article 50 of Decree 23/2022/ND-CP.

Note: The transfer of the right to represent the owner of state capital in an enterprise with 100% charter capital held by the State is carried out according to the principle of transferring the enterprise’s status quo.

In case after the transfer, if the data changes, the relevant parties coordinate to clarify the cause, take remedial measures and readjust the official transfer data.

Does the minutes of transfer of the right to represent the state owner at an enterprise with 100% charter capital held by the State have to be published in the newspaper?

According to the provisions of Article 51 of Decree 23/2022/ND-CP stipulating the order and procedures for transferring the right to represent the owner of state capital in enterprises where the State holds 100% of charter capital:

One of the steps that plays an important role in implementing procedures for transferring the right to represent the owner of state capital at the enterprise because the State holds 100% of the charter capital, the organization signs the transfer minutes.

Accordingly, after the parties sign the minutes transferring the right to represent state ownership in an enterprise in which 100% of the charter capital is held by the State, this minute must be announced at the enterprise’s headquarters, on at least 03 consecutive issues of a written or electronic newspaper.

Note No. 1: The minutes of transfer of the right to represent the state owner at an enterprise whose charter capital is 100% held by the State must contain the following contents:

– Name and address of the owner’s representative agency

– Name and address of the transferring enterprise or information about the capital and assets transferred;

– Enterprise value or value of capital and assets transferred; delivery method;

– Commitments, rights and obligations of the agency representing the owner and related businesses.

Note No. 2: After transferring between owner representative agencies, the transferring enterprise shall register to change the owner representative agency at the business registration authority.

Business registration dossiers are carried out in accordance with the Government’s regulations on business registration. accompanied by the dossier must be a record of transfer of the right to represent the owner of state capital at the enterprise.

In addition, the legal representative of the enterprise transfers the public notice on the mass media in accordance with the provisions of law on the transfer of the right to represent the owner of state capital at the enterprise, change of name (if any) and owner of the enterprise within no more than 30 working days from the date of issuance of the Business Registration Certificate.

Who is responsible for implementing the provisions in the minutes of transfer of the right to represent the state owner at an enterprise whose charter capital is 100% held by the State?

Pursuant to Article 52 of Decree 23/2022/ND-CP stipulating the rights and responsibilities of the agency representing the owner and the enterprise as follows:

Rights and responsibilities of the agency representing owners and businesses

1. Rights and responsibilities of the owner’s representative agency:

a) Carry out the transfer of the right to represent the owner of state capital at the enterprise according to the Prime Minister’s policy and the Minutes of transfer of the right to represent the state owner at the enterprise;

b) Carry out the rights, responsibilities and obligations according to the Transfer Minutes.

2. Rights and responsibilities of the enterprise:

a) Responsible for the accuracy of records and data.

b) Implement rights, responsibilities and obligations according to the Transfer Minutes. In the case of transferring a portion of capital and assets between enterprises, the transferee enterprise is responsible for inheriting all rights and legal responsibilities regarding economic contracts, debt collection and debt repayment responsibilities, obligations to the State according to the provisions of law and other responsibilities (if any).

Thus, in comparison with the above regulations, the implementation of rights, responsibilities and obligations according to the minutes of transfer of the right to represent state ownership at enterprises whose charter capital is 100% held by the State falls under the responsibility of the following subjects:

– Owner representative agency;

– Enterprises with 100% charter capital held by the State.