What conditions must be met when transferring the right to represent the owner at a State-owned enterprise between the owner’s representative agencies?

How does transferring ownership representation rights at state-owned enterprises between owner representative agencies work?

Transfer of owner representative rights between owner representative agencies is specified in Clause 2, Article 48 of Decree 23/2022/ND-CP as follows:

Cases of transferring the right to represent state capital owners in enterprises where the State holds 100% of charter capital

…

2. Forms of transferring the right to represent state capital owners at enterprises:

a) Transfer between owner representative agencies is the transfer of owner representative rights for enterprises with 100% charter capital held by the State between ministries, ministerial-level agencies, government agencies, and provincial-level People’s Committees;

b) Transfer of part of capital and assets between enterprises with 100% charter capital held by the State is the transfer of ownership representation rights for a part of capital and assets between enterprises with 100% charter capital held by the State. This form only applies to capital or assets between enterprises directly serving national defense and security to perform national defense and security tasks and other cases as decided by the Prime Minister;

c) The transfer of public investment projects and works from agencies and organizations managing projects and public investment works to enterprises with 100% charter capital held by the State is carried out in accordance with the provisions of law on transfer of state assets;

d) The transfer of state capital in enterprises between the owner’s representative agency and organizations and enterprises with the function of investing and trading state capital is carried out in accordance with separate regulations of the Government and the Prime Minister.

Thus, according to regulations, transfer of owner representative rights between owner representative agencies is the transfer of owner representative rights for enterprises with 100% charter capital held by the State between ministries, ministerial-level agencies, Government agencies, and provincial-level People’s Committees.

What conditions must be met for the transfer of owner representative rights at State-owned enterprises between owner representative agencies?

Pursuant to Article 49 of Decree 23/2022/ND-CP stipulates, the transfer of owner representative rights for enterprises with 100% charter capital held by the State between owner representative agencies The owner must meet the following conditions:

(1) The production and business activities of the transferring enterprise are consistent with the industry, field or management objectives of the owner’s representative agency receiving the transfer.

(2) Not subject to dissolution or insolvency.

(3) Subject to transfer of ownership representative rights of home equity water at enterprises in the document on arrangement and innovation of enterprises which has been approved by the Prime Minister.

In cases not specified in this document, the owner’s representative agencies involved in the transfer of the agreement shall report to the Prime Minister for consideration and approval.

What are the contents of the minutes of transfer of the right to represent state ownership at an enterprise with 100% charter capital held by the State?

Minutes of transfer of the right to represent the state owner at the enterprise are specified in Clause 3, Article 51 of Decree 23/2022/ND-CP as follows:

Order and procedures for transferring the right to represent state capital owners at enterprises

…

3. Organization signs the Minutes of transfer of the right to represent state ownership at the enterprise, including the following main contents:

a) Name and address of the owner’s representative agency

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

c) Enterprise value or value of the capital and assets transferred deliver; method of delivery;

d) Commitments, rights and obligations of the owner’s representative agency and related businesses.

This minutes is announced at the enterprise’s headquarters, in at least 03 consecutive issues of a written or electronic newspaper.

4. After transferring between the owner’s representative agencies, the transferring enterprise shall register to change the owner’s representative agency at the business registration authority. Business registration dossiers are carried out in accordance with the Government’s regulations on business registration. Accompanying the dossier must be a record of transfer of the right to represent the ownership of state capital at the enterprise.

…

Thus, according to regulations, the record of transfer of the right to represent the state owner at an enterprise of which 100% of the charter capital is held by the State includes the following main contents:

(1) Name and address of the owner’s representative agency

(2) Name and address of the transferring enterprise or information about the capital and assets transferred;

(3) Enterprise value or value of capital and assets transferred; delivery method;

(4) Commitments, rights and obligations of the agency representing the owner and related businesses.

Note: This minutes is announced at the enterprise headquarters, in at least 3 consecutive issues of a written or electronic newspaper.