On July 16, 2024, the Government issued Decree 89/2024/ND-CP, effective from September 1, 2024, which details the responsibilities of the parent company.
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Accordingly, the responsibilities of the parent company, the unconverted subsidiary, and the one-member limited liability company are stipulated in Article 11 Decree 89/2024/ND-CP
(1) Responsibilities of the Board of Members or Chairman of the Board of the parent company from September 1st, 2024:
The Board of Members or Chairman of the Board of the parent company shall be responsible for:
(i) Issuing the Conversion Decision, which shall include:
Information about the legal representative of the one-member limited liability company as proposed by the unconverted subsidiary in the Conversion Plan.
Information about the representative of the parent company's capital contribution in the one-member limited liability company, who shall be authorized in writing by the parent company to exercise the rights and responsibilities of the parent company in relation to the parent company's capital contribution in the limited liability company.
A list of branches, representative offices, and business locations of the unconverted subsidiary requiring re-registration (if any).
Minutes of asset inventory and financial statements of the unconverted subsidiary as stipulated in the Conversion Plan under clause (i) of Section 2 of this Article.
Note: In case the unconverted subsidiary is a credit institution, the Board of Members or Chairman of the Board of the parent company shall report to the State Bank of Vietnam for consideration and approval of the conversion of the credit institution before issuing the Conversion Decision.
(ii) Approving the Charter of the one-member limited liability company as stipulated in Clause 3, Article 10 of Decree 89/2024/ND-CP.
(iii) Guiding and supervising the unconverted subsidiary in the implementation of the conversion.
(iv) Strengthening the management positions of the one-member limited liability company within a period of 06 months from the date the business registration agency grants the business registration certificate to the enterprise.
(v) Exercising the rights and obligations of the owner in the one-member limited liability company in which the parent company holds 100% of the charter capital, in accordance with regulations.
(vi) Reviewing, reorganizing, and transferring ownership in the one-member limited liability company in which the parent company holds 100% of the charter capital, based on the inherited plans and solutions that have been approved by the competent authority.
Note: In case the plans and solutions have not been approved or need to be amended, the Board of Members or Chairman of the Board of the parent company shall submit to the competent authority for consideration, amendment, and supplementation of the approved plans and solutions as a basis for reorganizing and transferring ownership of the one-member limited liability company in which the parent company holds 100% of the charter capital.
Therefore, as of September 1st ,2024, the responsibilities of the parent company are clearly stipulated and detailed as analyzed above.
Decree No. 89/2024/NĐ-CP is effective from September 1st, 2024.
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