Regulations on converting enterprises with 100% charter capital held by the State into limited liability companies with two or more members

Will the proceeds from converting an enterprise with 100% charter capital held by the State into a limited liability company with two or more members be paid to the state budget?

1. Will the proceeds from converting an enterprise with 100% charter capital held by the State into a limited liability company with two or more members be paid to the state budget?

Compare with the provisions inArticle 38 Decree 23/2022/ND-CP Regulations on the management and use of proceeds from converting enterprises with 100% charter capital held by the State into limited liability companies with two or more members:

Accordingly, the proceeds from converting an enterprise with 100% charter capital held by the State into a limited liability company with two or more members must be paid to the central budget and local budget according to the Government’s regulations in case the following expenses have been deducted:

– Business conversion costs;

– Policy implementation costs for employees and people holding leadership and management positions.

2. Based on what basis to build the charter capital structure in the plan to convert an enterprise with 100% charter capital held by the State into a limited liability company with two or more members?

According to the provisions of Article 35 of Decree 23/2022/ND-CP stipulating the content of the Plan to convert enterprises with 100% charter capital held by the State into limited liability companies with two or more members:

Accordingly, one of the important contents in the conversion plan is the charter capital structure, starting price and method of transferring capital.

So the basis for building the charter capital structure, starting price and method of transferring capital in the plan to convert an enterprise with 100% charter capital held by the State into a limited liability company with two or more members is:

– Based on the scale, nature of business lines and enterprise development requirements, determine specifically the minimum amount of capital that investors must subscribe to ensure the number of members does not exceed 50 members according to the provisions of law on enterprises.

Because, according to the provisions of Clause 1, Article 46 of the Law on Enterprises 2020, a limited liability company with two members becomes a limited liability company with two members. up is an enterprise with from 02 to 50 members who are organizations and individuals.

Note: Regulating the minimum purchase level in the conversion plan, does not discriminate between investors of all economic sectors.

In addition, the conversion plan also includes the following basic contents:

– Current status of the enterprise at the time of determining the enterprise value.

– Determination results enterprise value and issues that need to be further handled.

– Criteria for selecting investors to receive the transfer of State capital related to business lines, fields of operation, financial capacity, corporate governance, technology and market.

– charter capital level according to the requirements of the enterprise’s production and business activities.

– Draft Organization Charter The organization and operation of a limited liability company with two or more members according to the provisions of the Enterprise Law and current legal documents.

– Plan for rearranging labor under management.

– Plan for production and business activities in the next 3-5 years.

– Plan for land use approved by competent authorities browse.

3. Who is responsible for carrying out the registration procedure for converting into a limited liability company with two or more members?

According to the provisions of Clause 3, Article 36 of Decree 23/2022/ND-CP, who is responsible for carrying out the registration procedure for converting an enterprise with 100% charter capital held by the State into a limited liability company with two or more members? is:

An enterprise with 100% charter capital held by the State.

Note: Business registration documents shall comply with the Government’s regulations on business registration.

In which the transfer contract or documents proving the completion of the transfer are replaced by the decision of the owner’s representative agency to announce the actual value of the state capital in the enterprise after selling the state capital, and the decision to appoint a representative for the state capital of the owner’s representative agency (if any).

In addition, enterprises with 100% charter capital held by the State also have Some of the responsibilities for implementing the conversion are as follows:

– Proactively prepare documents and records to develop a conversion plan; Organize the handling of financial issues and determine enterprise value according to the provisions of law;

– Submit to the owner’s representative agency to decide or approve according to its authority the contents specified in Point b, Clause 1, Article 36 of Decree 23/2022/ND-CP (for enterprises established by the Prime Minister) or Point a, Clause 2, Article 36 of the Decree. 23/2022/ND-CP (for enterprises established or assigned to manage by the owner’s representative agency).

– Sign a contract to hire a business valuation consultant, organize an auction of state capital as authorized by the owner’s representative agency;

– Organize the implementation of the Plan and complete the conversion into a limited liability company with two or more members.