How can enterprises with 100% charter capital held by the State merge together?

How can enterprises with 100% charter capital held by the State merge together?

The form of business merger is specified in Clause 2, Article 13 of the Decree 23/2022/ND-CP as follows:

Consolidation, merger, division, separation of enterprises

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

Two or more enterprises with 100% charter capital held by the State (hereinafter referred to as the consolidated company) may merge together into a new enterprise with 100% 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. most.

2. Merging an enterprise with 100% charter capital held by the State:

One or several enterprises with 100% charter capital held by the State (hereinafter referred to as the merged company) may merge into another enterprise with 100% charter capital held by the State (hereinafter referred to as the merging company) by transferring all assets, rights, obligations and legal interests to the receiving company. merge, and at the same time terminate the existence of the merged company.

3. Dividing an enterprise with 100% charter capital held by the State:

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. divide.

Thus, according to regulations, one or several enterprises with 100% charter capital held by the State can merge together by transferring all assets, rights, obligations and legal interests to the merging company, and at the same time terminating the existence of the merged company.

Who has the authority to make decisions to merge enterprises with 100% charter capital held by the State?

The authority to make decisions to merge enterprises with 100% charter capital held by the State is specified in Article 15 of Decree 23/2022/ND-CP as follows:

Authority to make decisions on consolidation, merger, division, and separation of enterprises

1. In the case of consolidation, merger, division, or separation of an enterprise decided to be established or assigned to manage by the same individual or agency (hereinafter referred to as the agency or individual deciding on the establishment), the agency or individual that decided to establish the enterprise shall issue a decision to consolidate, merge, divide, or separate the enterprise.

2. In case of merger of enterprises decided to establish by different individuals or agencies, the individual or agency deciding to establish the merged company shall issue 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.

3. In case of consolidation of enterprises decided to be established 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 consolidated company shall make the decision to consolidate. In case of consolidation of an enterprise established by the Prime Minister’s decision, the Prime Minister shall issue a decision to consolidate.

Thus, the authority to make decisions to merge enterprises with 100% charter capital held by the State is specifically stipulated as follows:

– In the case of merging an enterprise that the same individual or agency decided to establish or was assigned to manage, the agency or individual that decided to establish the enterprise shall issue a decision to merge the enterprise.

– In case of merger of enterprises decided to establish by individuals or different agencies, the individual or agency deciding to establish the merged company shall issue the merger decision on the basis of the written agreement of the agency or individual deciding to establish the merged company.

– In case 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.

What is included in a dossier requesting the merger of an enterprise with 100% charter capital held by the State?

Pursuant to Clause 1, Article 16 of Decree 23/2022/ND-CP, the application file for merger of enterprises with 100% charter capital held by the State includes:

(1) Proposal for business merger;

(2) Business merger project;

(3) The enterprise’s audited financial statements of the preceding year and the quarterly financial statements closest to the time of merger;

(3) Draft Charter of the new enterprise formed after the merger;

(4) Draft Merger Contract as prescribed in Article 201 of the Law on Enterprises 2020;

(5) Other documents related to the business merger (if any).