| THE GOVERNMENT ------- | SOCIALIST REPUBLIC OF VIET NAM Independence - Freedom - Happiness ---------- |
| No. 139/2007/ND-CP | Hanoi, September 05, 2007 |
DECREE
PROVIDING DETAILED GUIDELINES FOR IMPLEMENTATION OF A NUMBER OF ARTICLES OF THE LAW ON ENTERPRISES
THE GOVERNMENT
Pursuant to the Law on Organization of the Government dated 25 December 2001;
Pursuant to the Law on Enterprises No. 60-2005-QH11 dated 29 November 2005;
Having considered the proposal of the Minister of Planning and Investment;
Pursuant to the Law on Enterprises No. 60-2005-QH11 dated 29 November 2005;
Having considered the proposal of the Minister of Planning and Investment;
DECREES:
Article 1 Governing scope
This Decree provides detailed guidelines on implementation of a number of articles of the Law on Enterprises relating to the establishment, managerial organization and operation, restructuring and dissolution of enterprises.
Article 2 Applicable entities
This Decree shall apply to:
1. Limited liability companies, shareholding companies, partnerships and private enterprises including limited liability companies [and] shareholding companies after conversion from 100% State owned enterprises, enterprises of Party organizations and of socio-political organizations, and to joint venture enterprises and enterprises with 100% foreign owned capital (hereinafter all referred to as enterprises).
2. Joint venture enterprises and enterprises with 100% foreign owned capital which have not re-registered pursuant to Decree 101-2006-ND-CP of the Government dated 21 September 2006 on re-registration, conversion and re-registration for replacement with investment certificates by enterprises with foreign owned capital pursuant to the Law on Enterprises and the Law on Investment (hereinafter abbreviated to Decree 101).
3. Individual family households.
4. Other organizations and individuals involved in the establishment, managerial organization and operation, restructuring and dissolution of enterprises.
Article 3 Applicability of the Law on Enterprises, international treaties and [other] relevant laws
1. The Law on Enterprises shall apply to the establishment, managerial organization and operation of enterprises, except for the cases stipulated in clauses 2 and 3 of this article.
2. In a case where an international treaty of which the Socialist Republic of Vietnam is a member contains other provisions on application files, order and procedures, and conditions for establishment, business registration, ownership structure and the right to autonomy in business, then the provisions of such international treaty shall apply.
In this case, if bilateral commitments contain different items from multilateral commitments, then the undertakings which contain the more favourable benefits to enterprises and investors shall apply.
3. If there are differences between the provisions in the Law on Enterprises and the following laws on application files, order and procedures and conditions for establishment and business registration; on the structure of managerial organization, on the authority of internal management bodies within an enterprise, on the right to autonomy in business, and on restructuring and dissolution of enterprises, then the provisions of these following laws shall apply:
(a) Law on Credit Institutions;
(b) Law on Petroleum;
(c) Law on Civil Aviation of Vietnam;
(d) Law on Publishing;
(dd) Law on Press;
(e) Law on Education;
(g) Law on Securities;
(h) Law on Insurance Business;
(i) Law on Lawyers;
(k) Law on Notarization;
(l) Any law amending one of the laws stipulated in this clause and any other special law1 which the National Assembly passes after this Decree takes effect.
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