Luật Doanh nghiệp Nhà nước 1995 39-L/CTN
THE
STANDING COMMITTEE OF NATIONAL ASSEMBLY
——-
SOCIALIST
REPUBLIC OF VIET NAM
Independence – Freedom – Happiness
——–
No.
39-L/CTN
Hanoi,
April 20, 1995
LAW
ON STATE ENTERPRISES
With a view to promoting the
leading role of the State-owned economy in the multi-sector commodity economy
in the market mechanism, under State management and along the socialist
orientation; ensuring the lawful rights and interests of the State enterprises;
strengthening State management with regard to the enterprises; promoting the
effective operation of the State enterprises in their strict implementation of
the objectives assigned them by the State;
Pursuant to Articles 19 and 84 of the 1992 Constitution of the Socialist
Republic of Vietnam;
This Law makes provisions on the State enterprises.
Chapter I
GENERAL PROVISIONS
Article 1.-
The State enterprise is an economic organization which is capitalized, set up,
organized and managed by the State, and carries out business or public utility
operations aimed at achieving the socio-economic objectives assigned by the
State. The State enterprise has the legal person status, civilian rights and
obligations, takes responsibility for all its activities in business operation
within the limit of the capital placed under its management.
The State enterprise has a name,
its own seal and its head-office established in Vietnam.
Article 2.-
This Law applies to all State enterprises which are organized in the forms of
an independent enterprise, a corporation, a member enterprise of a corporation,
and which manage the funds invested by the State in the enterprise.
…
…
…
Please sign up or sign in to your Pro Membership to see English documents.
1. “State fund assigned to
the enterprise for management and use” is the fund allocated by the
budget, or originating from the budget, and the fund accumulated by the State
enterprise itself.
2. “Independent State
enterprise” is a State enterprise that is not part of the organizational
structure of any other enterprise.
3. “Business State
enterprise” is a State enterprise that operates with profit as main
objective.
4. “Public service State
enterprise” is a State enterprise that manufactures and provides public
services pursuant to State policies, or directly involved in the discharge of
defense or security tasks.
5. ” State predominant
shares” are the following categories of shares :
a/ The State owns more than 50%
(fifty per cent) of the total shares of the enterprise.
b/ The State shares are at least
twice as much as those held by the biggest shareholder in the enterprise.
6. “State special
shares” are State shares the enterprises where the State has no
predominant shares, but has the right to decide some important issues of the
enterprise as mutually agreed upon in the statute of the enterprise.
Article 4.-
The State enterprises shall operate under the present Law and other juridical
provisions.
…
…
…
Please sign up or sign in to your Pro Membership to see English documents.
The Government shall make
concrete provisions for the enforcement of this Law with regard to public
service State enterprises which operate in some especially important areas, or
which directly serve the defense and security sectors.
Article 5.- The
Communist Party organizations in State enterprises shall operate according to
the Constitution, the law of the Socialist Republic of Vietnam, and the Party
regulations.
Trade union organizations and
other socio-political organizations in the State enterprises shall operate
according to the Constitution and law.
Chapter II
RIGHTS AND OBLIGATIONS
OF STATE ENTERPRISES
Section I.
RIGHTS OF STATE ENTERPRISES
Article 6.-
1. The
State enterprises have the right to management and use of fund, land, natural
resources and other resources entrusted by the State as provided for by law,
with the aim of achieving business or public service objectives assigned by the
State.
2. The State enterprises engaged
in business have the right to transfer, lease, rent and mortgage properties
under their management, except important equipments and factories which are
prescribed by the State, and which require authorization by the competent
authorities, on the principle of preservation and development of such funds;
for the land and natural resources under the management of the enterprises, law
provisions shall apply.
…
…
…
Please sign up or sign in to your Pro Membership to see English documents.
Article 7.-
1. A
business State enterprise has the right to organize its management and business
as follows :
a/ To organize its managerial
apparatus and its business operations in keeping with the State-assigned
objectives and tasks;
b/ To renovate technology and
equipment;
c/ To establish branches and
representative offices at home and abroad under Government regulations;
d/ To voluntarily join in State
corporations, except those of special importance whose membership is to be
obtained through State prescriptions;
e/ To do business in such trades
as conform with the State-assigned objectives and tasks; to expand the scope of
its business in accordance with its own capacity and market needs; to engage in
complementary trades with due authorization from the competent State agency.
f/ To select at its own
discretion the market; have the right to import and export as prescribed by
State regulations;
g/ To decide at its own
discretion the buying and selling prices of the products and services, except
those products and services of which the State is to decide the prices;
…
…
…
Please sign up or sign in to your Pro Membership to see English documents.
i/ To establish and adopt labor
quota, material, salary unit price per product unit in the framework of the
quotas and unit price established by the State;
j/ To select, hire, appoint, use
and train its personnel, and select the forms of payment of wages and bonuses,
and have other rights of the employer in accordance with the Labor Code and
other laws; have the right to decide the level of salary and bonus of the
employees on the basis of the salary unit price per unit product or service
cost, and the results of the enterprise’s operation.
2. A public service State
enterprise has the right to organize its management and business operation as
follows:
a/ To exercise the rights
prescribed at Points a, b, c, d, g, i and k under Item 1 of this Article;
b/ To use the resources assigned
to organize additional businesses consistent with Government regulations,
without affecting its main objective and task of providing public services
already assigned by the State;
c/ To invest, enter in joint
venture, cooperation, contribute equity shares in keeping with law, if and when
authorized by the competent State management agency;
d/ To exercise the right of
import and export as prescribed by State regulations.
Article 8.-
1. A
business State enterprise has the following right to financial management:
…
…
…
Please sign up or sign in to your Pro Membership to see English documents.
b/ To mobilize capital on its
own initiative to serve business operations, without modifying the form of
ownership; to issue bonds as prescribed by law; to mortgage the right to land
use together with properties under its management to Vietnamese banks in order
to take loans for business purposes as prescribed by law;
c/ To use the depreciation fund
of the enterprise; the Government shall provide for the rate of deduction from
the depreciation fund, and its use and management.
d/ After fulfilling its
obligations towards the State, the enterprise may raise a fund for investment
development and other funds as prescribed, and distribute the remaining profit
to the personnel in accordance with their individual contribution to the
business achievement in the current year, and proportionally to the equity
shares. The Government shall make detailed provisions on the system of distribution
of after-tax profits mentioned in this Point;
e/ To benefit from the regimes
of allowances, price subsidies and other State preferential regimes when the
enterprise performs production duties or provides services for defense and
security work, for control of natural disasters, or provides public services or
products or services required by the State policies, of which it cannot fully
cover the production or service costs.
f/ To benefit from the regime of
preferential investment or reinvestment as prescribed by State regulations.
2. A public service State
enterprise shall exercise the financial management rights stipulated in Points
c, d, e and f under Item 1 of this Article and has the following rights :
a/ The right to receive State
budgetary allocations yearly, or by specific orders placed by the State which
are approved by the competent State agency, relevant to the tasks assigned by
the State and pursuant to its plan.
b/ To exercise the right to
raise funds and to call for joint venture capital, to mortgage the value of
land use right together with the properties under the enterprise’s management
to Vietnamese banks, in order to take loans for public service operations as
prescribed by law, if and when authorized by the competent State agency;
c/ The enterprise shall supply
various products or services for which it is entitled to collect fees, and may
use such fees as prescribed by the State to support the enterprise’s
operations.
…
…
…
Please sign up or sign in to your Pro Membership to see English documents.
Section II. OBLIGATIONS OF
STATE ENTERPRISES
Article 10.-
1. A State
enterprise has the duty to make use effectively, preserve and develop the
capital invested into another(other) enterprise (if any); to receive and use
effectively the assets, land and other resources assigned to it by the State.
2. A business State enterprise
has the obligation to use various resources assigned by the State to achieve
its business objectives and special tasks assigned by the State.
3. A public service State
enterprise has the obligation to use capital, budgetary allocations and other resources
assigned by the State to supply products or provide public services to
different target groups, according to a scale of prices or fees prescribed by
the State.
Article
11.- The State enterprise has the obligation to manage the following
business and public service operations :
1. To
register its business and to carry out the business as registered; to be
responsible to the State for its activities, and to customers and law for the
products it manufactures and the services it provides;
2. To work out its development
strategy and production and business plans along the tasks assigned by the
State and market needs. The development strategy of business and public service
enterprises, and the yearly plan of public service enterprises must be subject
to approval by competent State agencies;
3. To renovate and modernize
technologies and the mode of management; to use incomes from the transfer and
asignment of assets to reinvest, renovate equipment and technologies of the
enterprise;
…
…
…
Please sign up or sign in to your Pro Membership to see English documents.
5. To comply with State
regulations on preservation of resources, environmental protection and on
defense and national security;
6. To apply the regime of
statistical reporting and periodical reporting as prescribed by the State, and
irregular reporting at the request of the representative of the owner; and take
responsibility for the accuracy of the reports;
7. To submit to the control by
the representative of the owner; to comply with the regulations on inspection
by the financial agencies and the other competent State agencies as prescribed
by law.
Article 12.-
1. The
State enterprise has the obligation to comply with the regime and regulations
on management of capital, assets, various funds, and on accountancy,
cost-accounting, and also the audit and other regimes established by the State;
take responsibility for the accuracy and lawfulness of the financial operations
of the enterprise.
2. The State enterprise has the
obligation to make public its yearly financial report and other information,
with a view to allowing a correct objective assessment of the enterprise’s
operation. The Government shall issue concrete regulations on the regime of
public reporting on the finance and other information of various types of State
enterprises.
3. A business State enterprise
shall discharge its fiscal obligations and other obligations to the State
budget as prescribed by law.
4. A public service State
enterprise has the following obligations:
a/ To remit to the budget all
revenues coming from fees and others (if any);
…
…
…
Please sign up or sign in to your Pro Membership to see English documents.
Chapter III
ESTABLISHMENT,
REORGANIZATION, DISSOLUTION AND BANKRUPTCY OF A STATE ENTERPRISE
Section I.
ESTABLISHMENT OF THE ENTERPRISE AND BUSINESS REGISTRATION
Article 13.-
The establishment of a State enterprise is allowed in key and important sectors
or areas likely to open the way and create conditions for other economic
sectors to develop, promote the quick and sustainable development of the
economy, regularize and guide the market economy along the socialist
orientation.
The sectors and areas to be
given priority at the time of the establishment of a new State enterpris in
each period shall be decided by the Government.
Article 14.-
1. The
Head of the foundering agency of a State enterprise is the person who proposes
and organizes the filling of the procedure for the establishment of such an
enterprise.
2. The proposing person must
compile and submit a dossier to that effect to the person having the right to
decide the establishment of such an enterprise. The dossier includes:
a/ A report proposing the
establishment;
…
…
…
Please sign up or sign in to your Pro Membership to see English documents.
c/ The proposed level of the
statutory capital;
d/ The draft statute of the
enterprise;
e/ Request for land use by the
enterprise.
Article 15.-
1. The
Prime Minister decides the establishment or empowers the Minister of the
controlling Ministry, or the President of the People’s Committee of the
province or city under the Central Government, to decide the establishment of
State corporations, or independent State enterprises of a large size or of
importance.
2. The Minister of the
controlling Ministry, the President of the People’s Committee of the province
or city under the Central Government shall decide the establishment of State
enterprises not defined in Item 1 of this Article, as assigned by the
Government.
Article 16.-
1. Before
deciding to establish a State enterprise, it is necessary to set up an
Appraisal Committee to consider the conditions stipulated in Item 2 of this
Article. The Government provides regulations for the establishment, composition
and working regime of the Appraisal Committee, and for the appraisal order
concerning the State enterprise.
2. The conditions to consider a
decision on the establishment of a State enterprise include:
…
…
…
Please sign up or sign in to your Pro Membership to see English documents.
b/ The plan for its
establishment must ensure its feasibility and effectiveness, and be in keeping
with the strategy and planning for socio-economic development laid down by the
State, and satisfies the requirements of technology and the State regulations
on environmental protection as well as other provisions of law;
c/ The level of the statutory
capital is compatible with the scope, branch, business line, area of operation,
and is not inferior to the prescribed capital defined by the Government;
availability of a certificate issued by a financial agency about the source and
level of the allocated fund;
d/ The draft statute of the
enterprise shall not vary with the provisions of this Law and other provisions
of laws with regard to State enterprises;
e/ The availability of a
confirmation of approval by the competent State agency related to the site of
the head office, and the location of production and business operations.
3. On the basis of a written
conclusion by the Appraisal Committee, the person having the right to decide
the establishment of a State enterprise shall issue a decision to this effect;
in the event of non-approval, a written reply must be issued not later than 30
(thirty) days after receipt of the duly formed dossier.
4. The appointment of the
Chairman and of all members of the Board of Management (if any), the Director
General or Deputy Director General must be made within no more than 30 (thirty)
days after the decision to establish the enterprise is made.
Article 17.-
1. The
enterprise shall register at the State Planning Committee of a province or city
under the Central Government where the head office of the enterprise is
located.
The dossier for business
registration includes: the decision on the establishment, the business statute,
the certificate of the right of use of the head office of the enterprise, the
decision to appoint the Chairman and members of the Board of Management, the
Director General or Director of the enterprise.
…
…
…
Please sign up or sign in to your Pro Membership to see English documents.
3. The State enterprise has a
legal person status after obtaining the certificate of business registration.
Article
18.- Within 30 (thirty) days after obtaining the certificate of business
registration, the enterprise must announce in 5 consecutive issues of a daily
newspaper at the central or local level the following main points:
1. The name and main office of
the enterprise, names and surnames of the Chairman and members of the Board of
Management (if any), and the Director General or the Director;
2. The name of the Government
body issuing the decision, and the date of issue of the decision to establish
the enterprise, the date and number of the business registration;
3. The statutory capital;
4. The number of its bank
account; numbers of telephone, telex and fax (if any);
5. Business area, business lines
and activities;
6. Date of commencement of
business and term of operation.
Article 19.-
…
…
…
Please sign up or sign in to your Pro Membership to see English documents.
The State enterprise branch is
not a legal person; the State enterprise takes a civil responsibility for its
branch.
2. If the State enterprise opens
a representative office in another province or city under the Central
Government, this office must register with the People’s Committee of the
province or city under the Central Government where it is located.
3. The establishment of a branch
or a representative offcie of a State enterprise in a foreign country shall
conform with government regulations.
Section
II. REORGANIZATION, DISSOLUTION AND BANKRUPTCY OF A STATE ENTERPRISE
Article
20.-
1. The
measures to reorganize an enterprise include: merger with another State
enterprise, splitting the State enterprise, and other measures to change the
operational objectives and organizational pattern of the enterprise.
2. The person who has proposed
the establishment of a State enterprise, shall have to work out a draft plan
for reorganization of the enterprise. The person who has decided the
establishment of the State enterprise, has to set up an Appraisal Committee for
the enterprise’s reorganization plan, and to issue a decision on the
reorganization of the enterprise.
3. The adoption of measures for
reorganizing the important State enterprises which directly cater for defense,
security and public service is at the discretion of the Prime Minister.
Article
21.- If the reorganization of State enterprises involves modifications of
the business objective and lines or the statutory capital, the enterprise has
to fill the procedures for renewing the registration, or complementary
registration with the agency with authority in business registration.
…
…
…
Please sign up or sign in to your Pro Membership to see English documents.
1. Expiry of term of operation
mentioned in the decision on establishment with no application for extension;
2. The enterprise has been
incurring prolonged losses, but has not yet become insolvent;
3. The enterprise has failed to
fulfil the tasks assigned by the State after having taken the necessary
measures;
4. To keep the enterprise
operating further is unnecessary.
Article 23.-
1. The
person who has decided the establishment of a State enterprise has the right to
decide its dissolution.
2. The person who has decided
the establishment of the enterprise, has to set up a Dissolution Committee.
This Committee performs the function of consultant to the person who decided
the establishment of the enterprise, regarding the decision on its dissolution,
and on how to carry out the decision on its dissolution. The composition and
working statute of the Dissolution Committee, the order and procedures for
carrying out the decision on dissolution of the enterprise are prescribed by
the Government.
3. All claims related to the
dissolution of the State enterprise shall be settled as prescribed by law.
Article
24.- The handling of the bankruptcy of a State enterprise shall be carried
out in accordance with the Law on Business Bankruptcy.
…
…
…
Please sign up or sign in to your Pro Membership to see English documents.
STATE MANAGEMENT AND
EXERCISE OF STATE OWNERSHIP OVER THE STATE ENTERPRISES
Section I.
STATE MANAGEMENT OF STATE ENTERPRISES
Article
25.- The Government exercises unified State management of the State
enterprises with the following authority:
1. To promulgate policies and
mechanisms of management with regard to different types of enterprise,
incentive policies, system of subsidies, price subsidies, and preferential
treatment applicable to products and services for public benefits;
2. To decide measures to protect
and support important State enterprises of the national economy;
3. To organize the drafting of
the development plans and strategy of State enterprises, in the general
planning and strategy of development of each sector and each region;
4. To organize the drafting of
plans of training managers and executives of State enterprises;
5. To organize the control and
inspection of the enforcement of State laws, policies and regimes at the
enterprises;
Article
26.- The State managerial agencies perform their State management of State
enterprises in accordance with law provisions and governmental devolution.
…
…
…
Please sign up or sign in to your Pro Membership to see English documents.
Article 27.-
1. The
Government exercises uniformed State ownership toward the State enterprises.
This includes the following rights:
a/ To decide on the establishment,
merger, splitting, dissolution and transfer of ownership of the State
enterprise;
b/ To decide on the objectives,
tasks, development strategy and orientation for business development plan of
the State enterprise;
c/ To promulgate model statute
of operational organization of the State enterprise, and to approve the statute
of the corporations and the important State enterprises;
d/ To decide on the allocation
of initial investment and supplementary investment, delivery of fund to the
enterprises, control and supervise the preservation and development of capital
at State enterprises. To regulate the system of depreciation rates, the rate of
profit allotment to different funds after taxation. To approve the plan for
transfer lease/rent, lien or mortgage, of important equipments and workshops.
To approve plans for mobilization of capital, and contribution of State capital
and assets to the joint ventures with other owners. To effect a unified
organization in carrying out the owner’s duties and powers in regard to the
investment capital of the State in the enterprises;
e/ To decide on the mode of
management for each type of State enterprise; on the appointment, dismissal,
commendation and reward, and disciplinary measures to be carried out in regard
to key managerial posts in the State enterprises;
f/ To set criteria, norms,
salary unit price in relation to products and services, as a basis for the
State enterprise to pay salary to its personnel. To decide on the system of
salary, bonus and allowance in regard to the members of the Board of
Management, the Director General or Director of the State enterprise;
g/ To organize the control and
supervision of the State enterprise in the realization of the objectives and
the tasks assigned by the State; to supervise the business operations of the
enterprise, the managerial work of the Board of Management, and the executive
work of the Director General or Director.
…
…
…
Please sign up or sign in to your Pro Membership to see English documents.
Chapter V
ORGANIZATION OF THE
MANAGEMENT OF STATE ENTERPRISES
Article 28.-
1. The
State corporation and major independent State company has the following
managerial structure :
a/ Board of Management, Control
Commission;
b/ The Director General or
Director, and the assisting apparatus.
2. The State enterprises, that
do not fall under the stipulations in Item 1 of this Article, shall have a
director and an assisting apparatus. The form of organization of supervisory
work at these enterprises is prescribed by the Government.
Section I.
STATE ENTERPRISES WITH A BOARD OF MANAGEMENT
I. BOARD OF
MANAGEMENT AND CONTROL COMMISSION
…
…
…
Please sign up or sign in to your Pro Membership to see English documents.
Article
30.- The Board of Management has the following tasks :
1. To receive capital, land,
natural resources and other resources assigned to the enterprise by the State;
2. To submit to the Head of the
State management agency which decides to establish the enterprise, for approval
of the statute of the business, strategy, the overall planning and the
long-term and 5-year development plans, except for the important enterprises
where these questions shall be decided by the Prime Minister;
3. To submit to the Head of the
State management agency assigned by the Government the draft plans on joint
ventures, contribution of capital, and various investment projects of the
enterprise;
4. To submit to the Prime
Minister, or to his delegate, proposals in relation to the appointment, dismissal,
commending/awarding, and discipline of the Director General or Director of the
enterprise;
5. To submit to the Head of the
State managerial agency empowered by the Government, proposals on the
appointment, dismissal, commendation/award or discipline concening the Deputy
Director General or Deputy Director, and the Chief Accountant of the enterprise
at the request of the Director General or Director;
6. To submit to the Head of the
competent State managerial agency for approval the yearly fiscal settlement of
accounts of the enterprise;
7. To approve the draft plans
for the utilization, preservation and development of capital, and for the
utilization of after-tax profits proposed by the Director General or Director;
to pass the yearly fiscal settlement of accounts of the member companies (if
any); to publicize the financial reports as prescribed by the Government;
8. To decide on the draft plan
for mobilization of capital for business operation without changing the form of
ownership;
…
…
…
Please sign up or sign in to your Pro Membership to see English documents.
10. To appoint, dismiss,
commend/award, and discipline the directors of the component units (if any) at
the request of the Director General;
11. To control and supervise the
Director General or Director, the component units (if any) in the utilization,
preservation and development of capital; to discharge the obligations towards
the State, to achieve the objectives assigned to the enterprise by the State,
and to carry out other decisions of the Board of Management.
Article 31.-
1. The
Board of Management comprises the Chairman, the Director General or Director,
and a number of other members. Depending on the scope and type of enterprise,
the Government shall decide on the number of members of the Board of
Management.
The Board of Management
comprises both full-time members and part-time members who also assume other
responsibilities. The Chairman of the Board of Management is a full-time member
of the Board.
The Chairman is responsible for
organizing the discharge of duties and exercising the powers of the Board
stipulated in Article 30 of this Law.
2. The Chairman and other
members of the Board of Management shall be proposed by the person who has
proposed the establishment of the enterprise to the Prime Minister or his
delegate, for appointment, dismissal, commendation/award or discipline.
The term of a member of the
Board of Management is 5 (five) years. The members of the Board may be
re-appointed. The Chaiman of the Board must not cumulate the function of
General Director or Director.
3. The Board of Management uses
the apparatus and seal of the enterprise to perform their duties.
…
…
…
Please sign up or sign in to your Pro Membership to see English documents.
1. To have the Vietnamese
citizenship and a permanent residence in Vietnam;
2. To be healthy, have good
ethical qualities, be honest, integral and a high sense of law observance;
3. To be competent in business
and business organization and management;
4. They shall not assume
leadership responsibilities in the State apparatus;
5. The members of the Board of
Management, the Director General, the Directors of enterprises which are
declared bankrupt, shall comply with Article 50 of the Law on Business
Bankruptcy;
6. The Chairman of the Board of
Management, the Director General or Director are not allowed to establish or
hold any managerial or executive post of a private company, limited company or
stock company, and not allowed to have economic contractual relationship with
any private company, limited company or stock company where managerial or
executive posts are held by their spouse, parents, or sons or daughters.
The wife, husband, son,
daughter, brother or sister of anyone holding one of the above-mentioned posts
are not allowed to hold such offices as chief accountant, cashier in the same
enterprise or in a member company (if any).
Article
33.- Working regime of the Board of Management:
1. The Board of management works
according to the collective system; holds periodical meetings every quarter to consider
and decide on matters related to its duties and powers. It may hold emergency
meetings to handle urgent problems of the enterprise at the request of the
Chairman of the Board, or by the Director General or the Director, or by more
than 50% (fifty percent) of the Board members;
…
…
…
Please sign up or sign in to your Pro Membership to see English documents.
3. A meeting of the Board of
Management is considered as legal, if at least 2/3 (two thirds) of its members
are present; a resolution or decision of the Board of Management is effective,
if it has the vote of more than 50% (fifty per cent) of the Board members.
Members of the Board of Management may make reservations in regard to their
viewpoints;
4. The contents and conclusions
of the meetings of the Board of Management must be recorded in minutes; the
resolutions and decisions of the Board are binding for the enterprise;
5. The operational costs of the
Board of Management including the salary and allowances, are accounted for in
the management cost of the enterprise. The Director General or the Director has
to ensure the necessary conditions and means for the work of the Board of
Management.
Article
34.- Members on the full-time list of the Board of Management shall receive
a base salary on the same scale of salary as State employees, and in conformity
with the system of salary allowance in the State enterprise prescribed by the
Government, and bonuses corresponding to the results of the enterprise
operations. The members of the Board of Management that cumulate
responsibilities, shall receive responsibility allowances as prescribed by the
Government, and receive bonuses corresponding to the results of the enterprise
operations.
Article
35.- The members of the Board of Management are jointly responsible to the
person who has issued the decision on the appointments, and to law for the
decisions adopted by the Board; in the event of breach of the enterprise
statute, or issue of decisions above their competency, or abuse of power which
cause losses to the enterprise and to the State, they must take responsibility
for and pay material damage for the losses they have caused as prescribed by
law.
Article 36.-
1. The
Board of Management sets up a Control Commission to assist it in controlling
and supervising the executive work of the Director General or Director, the
enterprise apparatus and the component unit (if any) in financial operations,
and assuring their compliance with the enterprise statute, the resolutions and
decisions of the Board of Management, and with law.
2. The Control Commission
performs the duties assigned by the Board of Management, report and is
answerable to the Board of Management.
3. Operational costs, including
salary and working conditions of the Control Commission, are covered by the
enterprise.
…
…
…
Please sign up or sign in to your Pro Membership to see English documents.
Article
37.- The Director General or Director is to be appointed or dismissed by
decision of the Prime Minister or his delegate, at the request of the Board of
Management.
The Director General or Director
is the legal representative of the enterprise, and takes responsibility before
the Board of Management, the person that issued the decision on his or her own
appointment, and before law in respect to the management of enterprise
operations. The Director General or Director holds the supreme managerial power
in the enterprise.
The Deputy Director General or
Deputy Director assists the Director General or the Director in the
administration of the enterprise in accordance with the assignment of work and
delegation of powers by the Director General or the Director, is held
responsible to the Director General or the Director for the duties entrusted by
the Director General or the Director, according to the assignment of work or
delegation of powers.
The Chief Accountant assists the
Director General or the Director of the enterprise in directing, organizing the
accountancy and statistical work of the enterprise, and has the duties and
powers as prescribed by law.
The office, and the technical
and professional divisions (or sections) have the functions of counseling and
assisting the Board of Management, the Director General or the Director in the
managerial and executive work.
Article
38.- The Director General or Director of the enterprise has the following
duties and powers:
1. Together with the Chairman of
the Board of Management, sign the receipt of capital, land, natural resources
and other resources for management and use, in conformity with the objectives
and tasks assigned to the enterprise by the State; assign the resources
received from the State to the component units (if any);
2. To use, preserve and develop
capital, in accordance with the plan approved by the Board of Management;
3. To work out the development
strategy, the long-term and yearly plans of the enterprise, investment
projects, joint venture plans, the plan for organization, the plan for
management work of the enterprise, the plan for personnel training, the plan
for business coordination with the component units (if any) to submit to the
Board of Management.
…
…
…
Please sign up or sign in to your Pro Membership to see English documents.
5. To make proposals concerning
the appointment, dismissal, commendation/award and discipline involving the
Deputy Director General or Deputy Director, the Chief Accountant of the
enterprise, and the Directors of the component units (if any);
6. To decide the buying and
selling prices of products and services in conformity with State prescriptions;
7. To inspect the performances
of the component units (if any) with regard to the norms, criteria and unit price
prescribed within the enterprise;
8. To appoint, dismiss,
commend/award and discipline the Deputy Director, Chief Accountant of the
component unit (if any) at the request of the Director of the component unit,
and the chiefs and deputy chiefs of the technical and professional divisions or
sections, and equivalent posts in the enterprise;
9. To organize the
administration of the enterprise operations, with the aim of carrying out the
resolutions and decisions of the Board of Management;
10. To report to the Board of
Management and the competent State agency the results of business operations of
the enterprise;
11. To submit to the control and
supervision of the Board of Management, the Control Commission, the competent
State agencies, in the discharge of his/her functions and duties prescribed in
this Law. In case the view of the Director General or the Director varies with
the resolutions and decisions of the Board of Management, the Director General
or the Director has the right to make reservations of his/her views, and ask
the competent State body to settle it; pending a decision of the competent
State agency on the decision, he/she has to comply with the resolutions and
decisions of the Board of Management;
12. He/she may take the
necessary measures in emergency cases, and must immediately report to the Board
of Management and the competent State agencies.
Section
II. STATE ENTERPRISE WITHOUT BOARD OF MANAGEMENT
…
…
…
Please sign up or sign in to your Pro Membership to see English documents.
1. The
Director is to be appointed, dismissed, commended/awarded or disciplined by the
person having decided on the establishment of the enterprise. The Director is
the legal representative of the enterprise, and is responsible before the
person having appointed him or her, and before law for the administration of
the business operations of the enterprise. The Director has the supreme
managerial power in the enterprise.
2. The Director must meet the
criteria and conditions stipulated in Article 32 of this Law.
3. The Director has its base
salary set in the same salary scale as State employees, and receives a salary
and bonuses in accordance with the system of salary and bonus allowance in the
State enterprise established by the Government, linked with the results of the
enterprise operations.
4. The Deputy Director assists
the Director in administering the enterprise in conformity with the assignment
of work and delegation of powers, and is responsible to the Director for the
duties entrusted him or her according to the assignment of work or delegation
of powers.
5. The Chief Accountant assists
the Director of the enterprise in directing and organizing the accountancy and
statistical work of the enterprise, and is responsible to the Director for the
duties entrusted by the latter according to the assignment of work or
delegation of powers as prescribed by law.
6. The office and specialized or
professional sections shall act as consultants and assistants to the Director
in managing and directing the work at the enterprise.
Article
40.- The Director discharges his duties and powers stipulated in Items 6
and 8, Article 38 of this Law, in addition the following duties and powers:
1. To receive capital, land,
natural resources and other resources assigned by the State for management and
use, in accordance with the objectives and duties assigned to the enterprise by
the State; to use, preserve and develop the capital;
2. To work out the development
strategy, long-term and yearly plans of the enterprise, the plans for
investment, the plan for joint venture, and the plan for managerial
organization of the enterprise, and submit them to the competent State
management agency;
…
…
…
Please sign up or sign in to your Pro Membership to see English documents.
4. To publicize all the
technical-economic norms, product criteria, salary unit price in conformity
with State regulations;
5. To propose, for approval by
the person having decided on the establishment of the enterprise, the
appointment, dismissal, commendation/award and discipline of the Deputy
Director and the Chief Accountant;
6. To report to the competent
State agencies the results of the enterprise business activities;
7. To submit to the control and
supervision by the supervisory organization asigned by the Government and the
competent State agencies, in the discharge of its functions and duties as
provided for by this Law.
Section
III. THE COLLECTIVE OF LABORERS IN THE STATE ENTERPRISE
Article
41.- The Congress of the workers and public employees is a direct form for
the laborers in a State enterprise to take part in the management of the
enterprise. The Congress exercises the following rights:
1. To take part in the
discussion of questions related to the elaboration of a collective labor accord
to be negotiated and signed by the representative of the laborers with the
Director General or the Director of the enterprise;
2. To discuss and adopt the
regime of use of the funds directly related to the interests of the laborers in
the enterprise;
3. To discuss and make
suggestions concerning the planning and plans, assessment of the results of
production and business management, suggest measures for protection of labor,
improvement of working conditions, of material and cultural life, sanitation,
training and re-training of the laborers of the enterprise;
…
…
…
Please sign up or sign in to your Pro Membership to see English documents.
Article
42.- The Vietnam General Confederation of Labor shall provide guidance on
the organization and operation of the Congress of the workers and public
employees in the State enterprise.
Chapter VI
STATE CORPORATIONS
Article 43.-
1. A
State corporation is established and operates on the basis of the association
of many member units having close relations of interests in economy,
technology, supply, consumption, information, training, research, marketing,
operating in one or a number of main specialized technical-economic sectors,
with the aim of strengthening the business capacity of the member units, and
discharging the tasks of the socio-economic development strategy in each
period.
2. The State Corporation is a
business organization having the legal person status, its seal, assets and
centralized funds as prescribed by the Government. It is assigned funds,
natural resources, land and other resources by the State for management, and
has the responsibility to preserve and develop the capital, to use effectively
the resources assigned, to exercise the rights, and discharge the obligations
of a State enterprise as provided for in Chapter II of this Law.
3. Depending on the importance
of its size and location, the State Corporation may have or not have a
financial company as a member company.
Article 44.-
1. The
State Corporation may have the following types of member company:
…
…
…
Please sign up or sign in to your Pro Membership to see English documents.
b/ Dependent cost-accounting
unit;
c/ Public service unit.
2. The member unit of a State
corporation has its seal, is allowed to open its bank account according to the
cost-accounting mode of a State corporation. The independent cost-accounting
member unit has a separate statute passed by the Board of Management of the
corporation, consistent with the provisions of this Law and the Statute of the
State Corporations.
3. The financial and
cost-accounting system of the State corporation shall be defined by the
Government.
Article
45.- The independent cost-accounting member unit of a corporation has the
rights and obligations stipulated in Chapter II this Law, excerpt the rights
and obligations stipulated in Point A, Item 1, Article 7, and Item 1, Article
10, and is bound in interests and obligations to the State corporation as
follows:
1. To receive, preserve and
develop the capital, use in an effective way the resources assigned by the
corporation; to carry out the decisions of the corporation concerning the
readjustment of capital and other resources consistent with the duties of the
enterprise in the corporation;
2. To take the initiative in
business on the basis of the common business coordination plan of the
corporation.
3. To contribute to the
centralized funds of the corporation as prescribed by the Statute of the State
Corporations;
4. To be delegated by the
corporation to sign and implement economic contracts with customers at home and
abroad, by delegation of the corporation;
…
…
…
Please sign up or sign in to your Pro Membership to see English documents.
6. To propose the corporation to
consider and decide, or be delegated by the corporation to decide, the
establishment, reorganization, dissolution, merger of the directly affiliate
units, and decide the management apparatuses of such units.
Article
46.- The cost-accounting units dependent on the State corporation may sign
economic contracts in accordance with the devolution of the corporation , may
take the initiative in business and financial activities, in organization and
personnel matters, in accordance with the devolution or delegation of powers by
the corporation.
Article
47.- The public service unit carries out the system of revenue-expenditure
balance, may generate income through providing services, enter into contract
concerning scientific research and training with units inside or outside the
corporation.
Activities of the public service
units are carried out under the statute approved by the Board of Management of
the corporation.
Article
48.- On the basis of the stipulations on the establishment, reorganization
and dissolution of State enterprises stipulated in Chapter III of this Law, the
Government shall provide for the establishment, reorganization and dissolution
of the corporation and its member enterprises.
Chapter VII
MANAGEMENT OF
STATE-OWNED SHARE OF CAPITAL IN THE STATE ENTERPRISES
Section I.
MANAGEMENT OF STATE-OWNED SHARE OF CAPITAL IN OTHER ENTERPRISES
Article
49.- The Board of Management, or the Director (in the enterprises which
have no Board of Management) who receive capital from the State to contribute
to other enterprises, have the following rights and obligations :
…
…
…
Please sign up or sign in to your Pro Membership to see English documents.
2. To appoint, dismiss,
commend/award, discipline the person directly managing the State-owned share of
capital in the enterprises;
3. To supervise and control the
use of the State-owned share of capital, be responsible for the effective use,
preservation and development of the State-owned share of capital; collect the
profits from the capital share contributed to various enterprises.
Article 50.-
The rights and obligations of the person directly managing the State-owned
share of capital in the enterprises :
1. To take part in the
management and administration apparatus in the enterprise as prescribed by the
statute of the enterprise;
2. To follow up and supervise
the business operations of the enterprise having a State-owned share of
capital;
3. To observe the regime of
reporting and taking responsibility before the Board of Management, or the
Director (in the enterprises having no Board of Management), concerning the
State-owned share of capital in the enterprises.
Section
II. MANAGEMENT OF STATE-OWNED PREDOMINANT SHARE AND SPECIAL SHARE
Article
51.- The Government exercises the ownership right over the predominant share
and special share of the State in a number of important enterprises with the
aim of guiding the enterprises along the State orientation. The Government
shall decide in which enterprises the State needs to have a predominant or a
special share.
Article 52.-
…
…
…
Please sign up or sign in to your Pro Membership to see English documents.
2. The handling of the following
important issues needs to have the concurrence of the representative of the
owner of the predominant or special share of the State, in conformity with the
agreement reached in the statute of the enterprise;
a/ To decide on the strategy,
the 5-year and yearly plans of the enterprise;
b/ To invest in joint venture,
modify the form of organization of the enterprise;
c/ To appoint the key managerial
offices of the enterprise.
Article
53.- The representative of the owner of State predominant or special share
has the following rights and obligations :
1. To appoint, dismiss,
commend/award, discipline the person directly managing the State predominant or
special share in the enterprise;
2. To yearly assign duties, and
approve the orientation, objectives, measures for using the right of the State
predominant or special share, to the person directly managing the predominant
or special share in the enterprise;
3. To follow up and supervise
the use the State predominant or special share; to request the person directly
managing shares in the enterprise to report on the use of this share, take
responsibility for the use of the State share, in order to make the enterprise
serve the State objectives.
Article
54.- The person directly managing the State predominant or special share in
the enterprise exercises the rights and discharges the obligations stipulated
in Items 1 and 2, Article 50 of this Law, and carries out the following
stipulations :
…
…
…
Please sign up or sign in to your Pro Membership to see English documents.
2. To take part in deciding the
measures concerning management and administration to be adopted by the
enterprise, for the use of the predominant or special share as approved by the
representative of the owner of such share;
3. To observe the reporting
regime, and is responsible to the representative of the owner of the State
predominant share and special share.
Chapter
VIII
HANDLING OF VIOLATIONS
Article 55.-
1. The
State enterprise committing the following violations shall, depending on the
extent of the violation, be suspended or subjected to administrative sanctions
according to law :
a/ Failure to register its business,
to engage in trades at variawce with the registration or not authorized by the
competent State agency;
b/ Failure to carry out the
duties and objectives assigned by the State;
c/ Serious violations of other
provisions of this Law.
…
…
…
Please sign up or sign in to your Pro Membership to see English documents.
Article
56.- An organization or individual who commits the following violations
shall, depending on the extent of the violation, be disciplined, subjected to
administrative sanctions, indemnification, or examined for penal liability as
prescribed by law:
1. To establish a State
enterprise at variance with the provisions of this Law;
2. Failing to carry out the
right responsibilities and powers delegated by the owner of the enterprise;
3. Taking wrong decisions
leading losses in assets to the enterprise;
4. To interfere in businesses
coming under the jurisdiction of the enterprise; harass the enterprise,
requiring the enterprise to supply the resources not prescribed by law;
5. To violate other provisions
of this Law.
Chapter IX
IMPLEMENTATION PROVISIONS
Article
57.- This Law takes effect on the date of its promulgation.
…
…
…
Please sign up or sign in to your Pro Membership to see English documents.
The State-owned enterprises
established and making business registration in accordance with the existing
Government stipulations prior to the day on which this Law takes effect, are
not required to fulfill the procedures of establishment or make business
registration as prescribed by this Law.
Article
58.- The Government shall make detailed provisions for the enforcement of
this Law.
This Law was passed by the
National Assembly of the Socialist Republic of Vietnam, Ninth Legislature,
Seventh Session, on the 20th of April 1995.
CHAIRMAN
OF THE NATIONAL ASSEMBLY
Nong Duc Manh
