b) Enterprises that are established under decisions of, or managed by, wholly state-owned single-member LLCs (hereinafter referred to as “unconverted subsidiaries”).

2. Organizations and individuals that are assigned to perform rights and responsibilities of owners at the companies specified in points a and b clause 1 of this Article, including:

a) Owner's representative agencies as defined in the Law on management and use of state capital invested in manufacturing and business operations of enterprises;

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3. Organizations and individuals involved in the conversion of companies as prescribed in this Decree.

Article 3. Conversion rules

1. Rules for inheritance of rights and obligations:

a) Single-member LLCs shall inherit all legitimate rights and benefits from state-owned companies or unconverted subsidiaries; have the right to use all assets, employees and land areas that are under management of the converted companies to serve their manufacturing and business operations as prescribed by laws;

b) Single-member LLCs are obliged to fulfill obligations of state-owned companies or unconverted subsidiaries, including: unpaid debts, employment contracts, obligations to manage and use land as prescribed by the Land Law, and other obligations and responsibilities;

c) Branches, representative offices and business locations of single-member LLCs shall inherit all rights and obligations from branches, representative offices and business locations of state-owned companies or unconverted subsidiaries.

2. Rules for declaration and business registration:

a) The subject enterprise shall prepare an application for enterprise registration using the information included in the Decision on conversion of a state-owned company or unconverted subsidiary into a single-member LLC (hereinafter referred to as “conversion decision”) issued by a competent authority. The competent authority issuing the conversion decision shall assume responsibility for the information contained therein.

Regarding the information which is not available in the conversion decision, the enterprise shall assume responsibility for the legality, truthfulness and accuracy of the information that it provided.

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c) The enterprise’s legal representative defined in the conversion decision shall have the power to sign the documents included in the application for enterprise registration;

d) Authorization to follow enterprise registration procedures shall comply with provisions of the Decree on enterprise registration.

3. Rules for processing enterprise registration procedures:

a) The business registration authority is only responsible for the legitimacy of the received application for enterprise registration, not violations against the law committed by the enterprise before and after the enterprise registration;

b) The business registration authority shall not settle intracompany disputes occurring within or taking place between members of an enterprise, or disputes between an enterprise and other organizations and/or individuals.

Chapter II

CONVERSION OF STATE-OWNED COMPANIES INTO WHOLLY STATE-OWNED SINGLE-MEMBER LIMITED LIABILITY COMPANIES

Article 4. Authority to make conversion decision

Owner’s representative agencies shall take charge of deciding conversion of state-owned companies which are established according to their decisions or are under their management into wholly state-owned single-member LLCs.

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1. The subject state-owned company shall develop a conversion scheme as prescribed in point a clause 2 Article 7 of this Decree, and the Charter of the wholly state-owned single-member LLC, and submit them to the owner’s representative agency for consideration and approval.

2. At the request of the state-owned company, the owner’s representative agency shall issue a conversion decision (using the form in Appendix I enclosed herewith).

3. After the owner’s representative agency issues a conversion decision, the state-owned company shall submit an application for registration of conversion as prescribed in Article 6 of this Decree to the business registration authority of province or city where the company is headquartered.

4. Within 03 working days from its receipt of the application, the business registration authority shall consider the validity of the received application, and issue an enterprise registration certificate to the applicant, and update the National Enterprise Registration Database with information on this enterprise registration. If the received application is unsatisfactory, the business registration authority shall notify the applicant in writing of necessary revisions. If an application is refused, a written notice indicating the reasons for refusal shall be given to the applicant.

Article 6. Application for registration of conversion

An application for registration of conversion includes:

1. An application form for enterprise registration (which is made using the form in Appendix II enclosed herewith).

2. The conversion decision.

3. The Charter of the wholly state-owned single-member LLC as prescribed by the Law on Enterprises.

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a) Legal documents of the legal representative of the single-member LLC as defined in the conversion decision;

b) Legal documents of the person who is assigned to perform rights and responsibilities of state capital owner’s representative at the enterprise as defined in the conversion decision;

c) Business registration certificate or other documents of equivalent legal effect; certificate of tax registration of the state-owned company.

Article 7. Responsibilities of owner’s representative agency, state-owned company and wholly state-owned single-member LLC

1. The owner’s representative agency shall:

a) issue a conversion decision in which the following must be included:

Information on the legal representative of the single-member LLC who is appointed at the request of the state-owned company under its conversion scheme. If, at the time of conversion, the legal representative reaches retirement age, is dead, missing, facing criminal prosecution, kept in temporary detention, serving an imprisonment sentence, serving an administrative penalty in a correctional institution or rehabilitation center, making getaway, has limited legal capacity or is incapacitated, has difficulty in controlling his/her own behavior, is banned by the court from holding certain positions or doing certain works, the owner’s representative agency shall appoint another legal representative (hereinafter referred to as the “legal representative appointed by the owner’s representative agency”) to follow procedures for registration of enterprise conversion as prescribed in this Decree;

Information on the person who is assigned to perform rights and responsibilities of state capital owner’s representative at the enterprise;

List and information about branches, representative offices and business locations of the state-owned company that need to be re-registered (if any);

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b) consider approving the Charter of the wholly state-owned single-member LLC as prescribed in clause 3 Article 6 of this Decree;

c) give instructions for and supervise the state-owned company’s organization of the conversion;

d) sufficiently designate managerial position holders and owner’s representative of the wholly state-owned single-member LLC within its jurisdiction within 06 months from the day on which the enterprise is issued with an enterprise registration certificate by the business registration authority;

dd) perform rights and obligations of the owner’s representative agency at the wholly state-owned single-member LLC as prescribed;

e) review and carry out reorganization, ownership conversion or transfer of rights to represent the owner at the wholly state-owned single-member LLC on the basis of inheriting policies approved by a competent authority. Where approved policies are not available or such approved policies need to be amended, the owner’s representative agency shall request the wholly state-owned single-member LLC to review and submit a plan for reorganization, ownership conversion or transfer of rights to represent the owner for submission to the Prime Minister for consideration.

2. The state-owned company shall:

a) develop a conversion scheme and the Charter of the wholly state-owned single-member LLC, and submit them to the owner’s representative agency for approval.

Such conversion scheme shall, inter alia, include:

Legal grounds, objectives, and necessity of enterprise conversion;

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Organizational model;

Headquarters address, locations of business facilities and used land areas; branches and representative offices (if any);

Information on the legal representative. If, at the time of conversion, the legal representative reaches retirement age, is dead, missing, facing criminal prosecution, kept in temporary detention, serving an imprisonment sentence, serving an administrative penalty in a correctional institution or rehabilitation center, making getaway, has limited legal capacity or is incapacitated, has difficulty in controlling his/her own behavior, is banned by the court from holding certain positions or doing certain works, the state-owned company shall report the case to and request the owner’s representative agency to appoint another legal representative;

Business lines; list of products and services to be provided by the enterprise;

Charter capital as specified in the business registration certificate or other documents of equivalent legal effect issued at the time nearest to the time of formulation of the conversion scheme;

Carry out review, inventory, classification and determination of capital types, assets, debts, existing employees and land areas under the company’s management, the company’s investments in and contribution of capital to other enterprises in order to complete the company’s asset inventory record and financial statements at the time of formulation of the conversion scheme. The company’s asset inventory record and financial statements shall be valid for 12 months from the date of formulation to the date on which the conversion decision is approved by the owner’s representative agency.

b) formulate the Charter of the wholly state-owned single-member LLC in accordance with provisions of the Law on Enterprises, which must clearly indicate rights and obligations of the legal representative appointed by the owner’s representative agency to follow procedures for registration of enterprise conversion as prescribed in this Decree.

c) prepare a complete application for conversion registration, carry out enterprise registration, disclose enterprise registration contents, and pay enterprise registration fees and charges in accordance with provisions of the Law on Enterprises, the Decree on enterprise registration and this Decree.

3. The wholly state-owned single-member LLC shall:

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b) perform rights and obligations of the enterprise as prescribed by law.

Chapter III

CONVERSION OF UNCONVERTED SUBSIDIARIES INTO SINGLE-MEMBER LIMITED LIABILITY COMPANIES

Article 8. Authority to make conversion decision

The Board of Members or President of the parent company shall take charge of deciding conversion of the unconverted subsidiary which is established according to its decision or is under its management into a single-member LLC. In case of an unconverted subsidiary that is a credit institution, the Board of Members or President of the parent company shall decide the conversion after obtaining an approval from the State Bank of Vietnam.

Article 9. Conversion procedures

1. The subject unconverted subsidiary shall develop a conversion scheme as prescribed in point a clause 2 Article 11 of this Decree, and the Charter of the single-member LLC, and submit them to the Board of Members or President of the parent company for consideration and approval.

2. At the request of the unconverted subsidiary, the Board of Members or President of the parent company shall issue a conversion decision (using the form in Appendix I enclosed herewith).

3. After the Board of Members or President of the parent company issues a conversion decision, the unconverted subsidiary shall submit an application for registration of conversion as prescribed in Article 10 of this Decree to the business registration authority of province or city where it is headquartered.

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Article 10. Application for registration of conversion

An application for registration of conversion includes:

1. An application form for enterprise registration (which is made using the form in Appendix II enclosed herewith).

2. The conversion decision.

3. The Charter of the single-member LLC as prescribed by the Law on Enterprises.

4. Copies of:

a) Legal documents of the legal representative of the single-member LLC as defined in the conversion decision;

b) Legal documents of the person representing the parent company’s capital at the single-member LLC as defined in the conversion decision;

c) Business registration certificate or other documents of equivalent legal effect; certificate of tax registration of the unconverted subsidiary.

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1. The Board of Members or President of the parent company shall:

a) issue a conversion decision in which the following must be included:

Information on the legal representative of the single-member LLC who is appointed at the request of the unconverted subsidiary under its conversion scheme. If, at the time of conversion, the legal representative reaches retirement age, is dead, missing, facing criminal prosecution, kept in temporary detention, serving an imprisonment sentence, serving an administrative penalty in a correctional institution or rehabilitation center, making getaway, has limited legal capacity or is incapacitated, has difficulty in controlling his/her own behavior, is banned by the court from holding certain positions or doing certain works, the Board of Members or President of the parent company shall appoint another legal representative (hereinafter referred to as the “legal representative appointed by the parent company”) to follow procedures for registration of enterprise conversion as prescribed in this Decree;

Information on the person representing the parent company’s capital at the single-member LLC who is authorized in writing by the parent company to perform its rights and responsibilities in respect of its capital invested in the LLC;

List of branches, representative offices and business locations of the unconverted subsidiary that need to be re-registered (if any);

Asset inventory record and financial statements of the unconverted subsidiary included in the conversion scheme specified in point a clause 2 of this Article. The asset inventory record and financial statements approved by the Board of Members or President of the parent company are the basis for the single-member LLC to implement the rules for inheritance of rights and obligations set out in points a and b clause 1 Article 3 of this Decree.

In case of an unconverted subsidiary that is a credit institution, the Board of Members or President of the parent company shall be required to obtain an approval of the conversion of the credit institution from the State Bank of Vietnam before issuing the conversion decision;

b) consider approving the Charter of the single-member LLC as prescribed in clause 3 Article 10 of this Decree.

c) give instructions for and supervise the unconverted subsidiary’s organization of the conversion;

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dd) perform rights and obligations of the owner at the single-member LLC 100% of charter capital of which is held by the parent company as prescribed;

e) review and carry out reorganization or conversion of ownership of the single-member LLC 100% of charter capital of which is held by the parent company on the basis of inheriting policies or plans approved by a competent authority. Where approved policies or plans are not available or such approved policies or plans need to be amended, the Board of Members or President of the parent company shall request the competent authority to consider amendments to the approved policies or plans which shall be then used as the basis for carrying out reorganization or conversion of ownership of the single-member LLC 100% of charter capital of which is held by the parent company.

2. The unconverted subsidiary shall:

a) develop a conversion scheme and the Charter of the single-member LLC, and submit them to the Board of Members or President of the parent company for consideration and approval.

Such conversion scheme shall, inter alia, include:

Legal grounds, objectives, and necessity of enterprise conversion;

Name of the enterprise which must comply with provisions of the Law on Enterprises;

Organizational model;

Headquarters address, locations of business facilities and used land areas; branches and representative offices (if any);

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Business lines; list of products and services to be provided by the enterprise;

Charter capital as specified in the business registration certificate or other documents of equivalent legal effect issued at the time nearest to the time of formulation of the conversion scheme;

Carry out review, inventory, classification and determination of capital types, assets, debts, existing employees and land areas under the company’s management, the company’s investments in and contribution of capital to other enterprises in order to complete the company’s asset inventory record and financial statements at the time of formulation of the conversion scheme. The company’s asset inventory record and financial statements shall be valid for 12 months from the date of formulation to the date on which the conversion decision is approved by the owner’s representative agency.

b) formulate the Charter of the single-member LLC which must clearly indicate rights and obligations of the legal representative appointed by the Board of Members or President of the parent company to follow procedures for registration of enterprise conversion as prescribed in this Decree.

c) prepare a complete application for conversion registration, carry out enterprise registration, disclose enterprise registration contents, and pay enterprise registration fees and charges in accordance with provisions of the Law on Enterprises, the Decree on enterprise registration and this Decree.

3. The single-member LLC shall:

a) inherit all rights and obligations from the unconverted subsidiary according to the rules set out in clause 1 Article 3 of this Decree, including inheritance of assets listed in the asset inventory record and financial statements approved by the Board of Members or President of the parent company under the conversion decision;

b) perform rights and obligations of the enterprise as prescribed by law.

Chapter IV

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Article 12. Re-registration procedures

1. If state-owned companies and unconverted subsidiaries establish branches, representative offices and business locations after conversion, they must follow procedures for re-registration of their branches, representative offices and business locations in accordance with provisions of this Decree.

2. Within 15 days from the date on which it is issued with a enterprise registration certificate, the single-member LLC shall send an application for re-registration of its branches, representative offices and business locations as prescribed in Article 13 of this Decree to the business registration authority of province or city where its branch, representative office or business location is located.

3. Within 03 working days from its receipt of the application, the business registration authority shall consider the validity of the received application, and issue a certificate of registration of branch or representative office, or update information about the business location on the National Enterprise Registration Database. The business registration authority may issue a certificate of registration of business location to the enterprise at its request. If an application is refused, a written notice indicating the reasons for refusal shall be given to the applicant.

Article 13. Application for re-registration

An application for re-registration includes:

1. A notice of re-registration of branch, representative office or business location which must bear the signature of the legal representative of the single-member LLC (using the form in Appendix IV enclosed herewith).

2. The conversion decision which must clearly indicate information on the branch, representative office or business location to be re-registered as prescribed in this Decree (using the form in Appendix I enclosed herewith).

3. Copies of:

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b) Certificate of registration of branch, representative office or business location of the state-owned company or unconverted subsidiary or other documents of equivalent legal effect.

If contents of registration of branch, representative office or business location are included in the business registration certificate of the state-owned company or unconverted subsidiary or another document of equivalent legal effect, this certificate or document shall be submitted;

c) Certificate of tax registration of the branch or representative office of the state-owned company or unconverted subsidiary.

Chapter V

EFFECT AND IMPLEMENTATION ORGANIZATION

Article 14. Effect

This Decree comes into force from September 01, 2024. The Government’s Decree No. 25/2010/ND-CP dated March 19, 2010 prescribing conversion of state-owned companies into single-member LLCs and organization and management of state-owned single-member LLCs ceases to have effect from the effective date of this Decree.

Article 15. Responsibility for implementation

1. Owner’s representative agencies, Boards of Members or Presidents of parent companies shall expedite, instruct and supervise state-owned companies and unconverted subsidiaries completing their conversion into single-member LLCs within 02 years from the effective date of this Decree. In case of failure to complete the conversion by the prescribed deadline, the head of the owner’s representative agency, or Chairperson of the Board of Members or President of the parent company shall report and provide both subjective and objective reasons for such failure to the Ministry of Planning and Investment of Vietnam for reporting to and requesting the Prime Minister to consider approving extension of the deadline for completing the conversion.

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3. Ministers, heads of ministerial agencies, heads of Governmental agencies, Chairpersons of People’s Committees of provinces or central-affiliated cities, Boards of Members or Presidents of parent companies that are wholly state-owned single-member LLCs are responsible for the implementation of this Decree./.