What is consolidation of an enterprise with 100% charter capital held by the State? Who has the authority to make decisions on business consolidation?

What is consolidation of an enterprise with 100% charter capital held by the State?

Consolidation of an enterprise with 100% charter capital held by the State is stipulated in Clause 1 of the Article 13 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.

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Thus, according to regulations, consolidation of enterprises with 100% charter capital held by the State is understood as two or several enterprises with 100% charter capital held by the State merging together into a new enterprise with 100% charter capital held by the State, and at the same time terminating the existence of the merged companies.

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

The authority to make decisions on consolidation of enterprises 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 on consolidation of enterprises with 100% charter capital held by the State is specifically stipulated in each of the following cases:

(1) In case of consolidation of an enterprise decided to be established or assigned to manage by the same individual or agency, the agency or individual that decided to establish the enterprise shall issue a decision to consolidate the enterprise.

(2) 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.

(3) In case of consolidation of enterprises established by decision of the Prime Minister, the Prime Minister shall issue a decision on consolidation.

What are the main contents of the project to consolidate enterprises with 100% charter capital held by the State?

Pursuant to Clause 2, Article 16 of Decree 23/2022/ND-CP stipulations, the project to consolidate enterprises with 100% charter capital held by the State includes the following main contents:

(1) Names and addresses of businesses before and after the merger;

(2) The necessity of business consolidation;

Conformity with strategies, socio-economic development plans, and national sector planning;

(3) charter capital level of the enterprise after consolidation;

(4) Plan for arranging and using labor;

(5) Plan for financial handling, conversion, handover of capital, assets and settlement of rights and obligations of businesses related to the merger;

(6) Time limit for corporate consolidation.