What are the steps to consolidate and merge an enterprise with 100% charter capital held by the State and established by the Prime Minister’s decision?

What is consolidation and merger of enterprises with 100% charter capital held by the State?

According to Clause 1 and Clause 2, Article 13 of the Decree 23/2022/ND-CP, the consolidation and merger of enterprises with 100% charter capital held by the State is understood as follows:

– 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 consolidated companies) can merge together into one State-owned enterprise. hold 100% of the new charter capital (hereinafter referred to as the consolidated company), and at the same time terminate the existence of the merged companies.

– Merger of enterprises 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 merging company, and at the same time terminating the existence of the company. merged.

Steps to consolidate and merge enterprises with 100% charter capital held by the State and established by the Prime Minister’s decision?

According to Clause 1, Article 17 of Decree 23/2022/ND-CP, 04 steps to consolidate and merge enterprises with 100% charter capital held by the State and established by the Prime Minister’s decision are carried out as follows:

Step 1: The owner’s representative agency shall direct one of the merged companies (in case of consolidation) or the merging company (in case of merger) to prepare a dossier requesting consolidation or merger according to the provisions of Article 16 of this Decree, give opinions on the consolidation or merger and send 06 sets of original dossier to the Ministry of Planning and Investment for appraisal;

Step 2: After receiving complete dossiers requesting enterprise consolidation or merger proposed by the owner’s representative agency, 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 receiving the dossier requesting consolidation or merger, relevant agencies send written comments on the contents under their management to the Ministry of Planning and Investment for synthesis and preparation of an appraisal report;

Step 3: Within 10 working days from the date of receiving opinions from relevant agencies, the Ministry of Planning and Investment shall submit to the Prime Minister a report on appraisal of the application for consolidation or merger of enterprises, 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.

What conditions are required to consolidate and merge enterprises with 100% charter capital held by the State?

Pursuant to Article 14 of the Decree 23/2022/ND-CP, enterprises with 100% charter capital held by the State may consolidate, merge, divide, and split when they fully meet the following conditions:

– Merger and consolidation 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.

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

What needs to be clarified in the decision to consolidate or merge enterprises with 100% charter capital held by the State?

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

– The decision to consolidate, merge, 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.