Nghị định 193/2013/NĐ-CP hướng dẫn Luật hợp tác xã

DECREE

ELABORATING ON CERTAIN ARTICLES OF THE LAW ON COOPERATIVES

Pursuant to the Law on Government Organization dated December 25, 2001;

Pursuant to the Law on Cooperatives dated November 20, 2012;

Upon the request of the Minister of Planning and Investment,

The Government hereby promulgates the Decree that elaborates on certain articles of the Law on Cooperatives,

Chapter 1.

GENERAL PROVISIONS

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This Decree elaborates on the implementation of Article 6, clause 10 of Article 9, clause 4 of Article 13, clause 13 of Article 21, Article 22, clause 5 of Article 23, clause 1 of Article 27, clause 3 of Article 45, clause 4 of Article 49, Article 54, Article 59, Article 61 and Article 62 in the Law on Cooperatives No. 23/2012/QH13 dated November 20, 2012.

Article 2. Subjects of application

Subjects of application of this Decree shall be subject to Article 2 in the Law on Cooperatives.

Article 3. Requirements for Vietnamese legal person’s eligibility for becoming members of cooperatives

1. Vietnamese legal persons defined by the Civil Code wish to cooperate with other members and have demands for products or services supplied by cooperatives.

2. Vietnamese legal persons submit applications for voluntary accession to cooperatives and accept cooperatives’ statutes before being admitted to these cooperatives. Signatories of such applications must be the legitimate representatives of these legal persons.

3. Representatives of legal persons at cooperatives are the legal representatives (legitimate representatives or authorized representatives) of these legal persons.

4. Vietnamese legal persons make capital contribution in accordance with clause 1 of Article 17 in the Law on Cooperatives and cooperatives’ statutes.

5. Vietnamese legal persons meet other requirements prescribed by cooperatives’ statutes.

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Notwithstanding the requirements of clause 1 of Article 13 in the Law on Cooperatives, if individuals who are foreigners wish to participate in cooperatives in Vietnam, they must meet the following requirements:

1. They are legally residing in Vietnam, aged 18 or over, have full civil capacity in accordance with Vietnamese laws.

2. If they wish to participate in employment-generating cooperatives, they must fully meet Vietnamese laws on foreign workers.

3. With respect to cooperatives operating in business sectors or industries subject to limits on capital ownership rates imposed upon foreigners, in order to be eligible to participate in cooperatives, they must comply with regulations enshrined in laws related to these sectors or industries.

4. Foreign individuals must meet other requirements prescribed by cooperatives’ statutes.

Article 5. Supply of products or services to non-member customers

1. Cooperatives and associations of cooperatives shall be entitled to supply and consume products, services and employments for members, member cooperatives and non-member customers provided that they have to commit to fulfilling obligations to members and member cooperatives.

2. The rate of products, services and employments supplied and consumed under commitments made by cooperatives or associations of cooperatives to their members, or by member cooperatives to non-member customers, shall be clearly specified in statutes of cooperatives, but not exceed the following prescribed maximum limits:

a) 32% of total value of agricultural, forestry, agricultural and salt products or services supplied by cooperatives and associations of cooperatives;

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c) As regards cooperatives that generate employments, wages and salaries paid to non-member employees working under indefinite-term employment contracts shall not exceed 30% of total payroll of all of their employees working under indefinite-term employment contracts.

3. As for the credit sector, the State Bank of Vietnam shall be authorized to preside over and cooperate with the Ministry of Planning and Investment, other relevant ministries and sectoral administrations in studying and proposing the rate of products or services supplied and consumed under commitments of cooperatives or associations of cooperatives to members, or commitments of member cooperatives to non-member customers, and submit it to the Government to seek its approval decision.

4. As for cooperatives and associations of cooperatives established after the entry into force of the Law on Cooperatives, the rate of products, services or employments supplied and consumed under commitments of cooperatives or associations of cooperatives to members, or commitments of member cooperatives to non-member customers, must conform to regulations enshrined in clause 2 and clause 3 of this Article.

5. As for cooperatives and associations of cooperatives established before the entry into force of the Law on Cooperatives,

a) In case where cooperatives or associates of cooperatives have already complied with the rate of products, services or employments supplied and consumed under commitments of cooperatives or associations of cooperatives to members or member cooperatives and non-member customers as prescribed in clause 2 and clause 3 of this Article, they shall be allowed to continue their business as per the Law on Cooperatives;

b) In case where cooperatives or associations of cooperatives have not yet complied with the rate of products, services or employments supplied and consumed under commitments of cooperatives or associations of cooperatives to members or member cooperatives and non-member customers as prescribed in clause 2 and clause 3 of this Article, they shall have to reorganize their business in order to attain the rate specified in clause 2 and clause 3 of this Article within duration of 36 months from July 1, 2013, or may choose to establish enterprises to trade products, services or employments.

Chapter 2.

ESTABLISHMENT, REGISTRATION AND CLOSURE OF COOPERATIVES AND ASSOCIATIONS OF COOPERATIVES

Article 6. Bodies granting registration of cooperatives (hereinafter referred to as cooperative registration agencies)

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a) Associations of cooperatives or people's credit funds may register with the business registration divisions affiliated to the departments of planning and investment;

b) Cooperatives may apply for registration with the finance – planning divisions affiliated to the district-level People’s Committees.

2. Rights and duties of cooperative registration agencies:

a) Directly receive applications for registration of cooperatives or associations of cooperatives, branches, representative offices or business locations of cooperatives or associations of cooperatives; issue, replace and revoke certificates of registration of cooperatives or associations of cooperatives, certificates of registration of operation of branches, representative offices or business locations of cooperatives or associations of cooperatives;

b) Provide cooperatives or associations of cooperatives with instructions on implementation of the procedures for registration or registration of change, or notification of change, reorganization, dissolution and bankruptcy of cooperatives or associations of cooperatives;

c) Build and manage the systems of information about cooperatives or associations of cooperatives within their remit; provide information about cooperatives or associations of cooperatives for competent regulatory authorities, organizations or individuals upon their request in accordance with laws;

d) Request cooperatives or associations of cooperatives to report on business operations of cooperatives or associations of cooperatives in accordance with Article 23 hereof; expedite the implementation of reporting regimes applied by cooperatives or associations of cooperatives in accordance with laws;

dd) Directly inspect or request competent regulatory authorities to inspect cooperatives or associations of cooperatives to verify information contained in certificates of registration of cooperatives or association of cooperatives where necessary;

e) Bear responsibility for validity of applications for registration of cooperatives or associations of cooperatives;

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h) Revoke certificates of registration of cooperatives or associations of cooperatives in accordance with Article 56 in the Law on Cooperatives;

i) Implement reporting regimes in accordance with laws.

Article 7. Names of cooperatives or associations of cooperatives

1. Names of cooperatives or associations of cooperatives must be written using the Vietnamese language or Latin characters, except special signs, which may be combined with numerals, symbols, and must begin with the phrase “cooperative” or “cooperative association” followed by the proper names given to cooperatives or associations of cooperatives.

2. Cooperatives or associations of cooperatives may use business sectors or industries or other complementary symbols constituting their names.

3. Names of cooperatives or associations of cooperatives must be inscribed or mounted at their main offices, branches or representative offices. Names of cooperatives or associations of cooperatives must be printed or written on transactional documents, dossiers or materials and publications issued at their discretion.

4. Cooperative registration agencies shall be entitled to reject the suggested names of cooperatives or associations of cooperatives if these names are not conformable to provisions of Article 8 herein.

5. Cooperative registration agencies shall be responsible for publicly informing names of cooperatives or associations of cooperatives that have already been registered; if cooperatives or associations of cooperatives obtaining registration before the entry into force of this Decree have confusing names, cooperative registration agencies must encourage and provide advantages for cooperatives or associations of cooperatives whose names are identical to each other and cause confusion to enter into negotiations to register change of their names or supplement geographical names as distinguishing elements.

Article 8. Prohibition rules of naming of cooperatives or associations of cooperatives

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2. Use full names, abbreviated names or names expressed in foreign languages that infringe upon industrial property rights over trade names, brand names and geographical indications of other organizations or individuals in accordance with laws on intellectual property.

3. Using the names of state regulatory authorities, people's armed force units, political organizations, socio-political organizations, socio-political-professional organizations or socio-professional organization as the whole or part of names of cooperatives or associations of cooperatives.

4. Use names of famous persons, words or symbols in breach of historical, cultural traditions, moral standards, national customs or values.

Article 9. Names in foreign languages and abbreviated names of cooperatives or associations of cooperatives

1. Names in foreign languages of cooperatives or associations of cooperatives must be names translated from Vietnamese into corresponding foreign languages. Upon translation into foreign languages, Vietnamese proper names of cooperatives or associations of cooperatives may be kept unchanged or may be translated into corresponding foreign languages.

2. Names in foreign languages of cooperatives or associations of cooperatives may be printed or written using font sizes smaller than those of their Vietnamese names, and must be displayed at their offices or on transactional documents, dossiers, materials and publications issued by themselves.

3. Abbreviated names of cooperatives or associations of cooperatives must be either in Vietnamese or other foreign languages.

4. Abbreviated names, signboards of cooperatives or associations of cooperatives, advertisements or transactional documents of cooperatives must bear the alphabetical symbols "HTX" or “LHHTX” for associations of cooperatives.

Article 10. Identical and confusing names

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2. The following cases in which names are deemed to be confused with those that have already been registered shall include:

a) Vietnamese names of requesting cooperatives or associations of cooperatives are spoken the same as those that have already been registered nationwide;

b) Vietnamese names of requesting cooperatives or associations of cooperatives only differ from those that have already been registered in the word “và” (“and”) or the symbol or sign ''-";

c) Abbreviated names of requesting cooperatives or associations of cooperatives are identical to those which have already been registered;

d) Names in foreign languages of requesting cooperatives or associations of cooperatives are identical to those that have already been registered;

dd) Proper names of requesting cooperatives or associations of cooperatives differ from those that have already been registered in natural numbers, ordinal numbers, one or more Vietnamese alphabets standing behind the former’s proper names, except if requesting cooperatives are members of associations of cooperatives that have already registered such names;

e) Proper names of requesting cooperatives or associations of cooperatives differ from those that have already been registered in the word “tân” (means “new”) in front of or “mới” (also means “new”) next to the latter’s proper names;

g) Proper names of requesting cooperatives or associations of cooperatives only differ those that have already been registered in the word “Bắc” (means “North”), “miền Bắc” (means “Northern region”), “Nam” (means “South”), “miền Nam” (means “Southern region”), “Trung” (means “Central Coast”), “miền Trung (means "Central Coast region"), "Tây” (means “West”), “miền Tây” (means “Western region”), “Dông” (means “East”) or “miền Dông (means “Eastern region”) or the like, except if requesting cooperatives or associations of cooperatives are members of cooperatives or associations of cooperatives already obtaining registration;

h) In other cases of confusing names, subject to decisions of cooperative registration agencies.

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1. Cooperatives or associations of cooperatives shall be entitled to use logos.

2. Logos of cooperatives or associations of cooperatives must be particular signs distinguished from those of other cooperatives or associations of cooperatives that have already been registered.

3. Cooperatives or associations of cooperatives may use logos of their own provided that they are conformable to moral standards and traditional cultural values as well as laws.

4. Logos of cooperatives or associations of cooperatives must be registered with competent regulatory authorities.

Article 12. Protection of intellectual property rights over names and logos of cooperatives or associations of cooperatives

Names of cooperatives or associations of cooperatives shall be protected across the nation from the date of grant of certificates of registration of cooperatives or associations of cooperatives; logos of cooperatives or associations of cooperatives must be registered with competent regulatory authorities and protected under laws.

Article 13. Documentation requirements for application for registration of cooperatives or associations of cooperatives

1. Application documentation for registration of cooperatives or associations of cooperatives shall be subject to clause 2 of Article 23 in the Law on Cooperatives.

2. Request form for registration of cooperatives or associations of cooperatives must contain the following information:

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b) Address of the main office of the requesting cooperative or association of cooperatives; addresses of branches, representative offices thereof (if any); telephone numbers; fax numbers; email addresses;

c) Scope of business;

d) Charter capital;

dd) Number of members or member cooperatives;

e) Family name, last name, permanent residence address, nationality, number of ID card, passport or other legal authenticated documents of the legal representative of the requesting cooperative or association of cooperative.

3. The Ministry of Planning and Investment shall provide sample applications for registration of cooperatives or associations of cooperatives which are used consistently across the nation.

Article 14. Procedures for application for registration of cooperatives or associations of cooperatives

1. Legal representatives of cooperatives or associations of cooperatives that apply for their establishment submit one set of application documents for registration to cooperative registration agencies and have to be responsible for accuracy and authenticity of information provided in application documentation for registration of cooperatives or associations of cooperatives.

Cooperatives or associations of cooperatives may send registration applications via email addresses of cooperative registration agencies, but must submit written application documents for verification and filing purposes.

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3. Cooperative registration agencies must grant certificates of registration to the requesting cooperatives or associations of cooperatives within duration of 5 working days of receipt of valid application documents if the applicants meet all requirements specified in Article 24 in the Law on Cooperatives.

In case of rejecting applications for certificates of registration, cooperative registration agencies must inform cooperatives or associations of cooperatives, whether in writing or via emails, of reasons for such rejection within the maximum duration of 5 working days of receipt of valid application documents.

Article 15. Certificates of registration of cooperatives or associations of cooperatives

1. Certificates of registration of cooperatives or associations of cooperatives shall be granted to the requesting cooperatives or associations of cooperatives operating under the Law on Cooperatives.

2. Certificates of registration of cooperatives or associations of cooperatives must contain the following information:

a) Name of the requesting cooperative or association of cooperatives;

b) Address of the main office of the requesting cooperative or association of cooperatives; addresses of branches, representative offices thereof (if any); telephone numbers; fax numbers; email addresses (if any);

c) Scope of business;

d) Charter capital;

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Certificates of registration of cooperatives or associations of cooperatives shall be created by using samples which are issued consistently across the nation by the Ministry of Planning and Investment.

3. Cooperatives or associations of cooperatives shall have legal personality and the right to do business in conformance to information inscribed in certificates of registration of cooperatives or associations of cooperatives from the date of grant of such certificates, except in case of doing business in sectors or industries subject to regulatory requirements.

Article 16. Registration of establishment of branches, representative offices or business locations

1. In order to obtain permission for establishment of their branches, representative offices or business locations, cooperatives or associations of cooperatives must apply for registration with cooperative registration agencies at localities where these branches or representative offices are located, or at business locations.

2. In order to register establishment of their branches, representatives or business locations, cooperatives or associations of cooperatives must send notifications to cooperative registration agencies. Each notification shall comprise the following information:

a) Name of the requesting cooperative or association of cooperatives, address of its main office, registration certificate number, date of issue of registration certificate;

b) Name of each branch, representative office or business location intended to be established; that name must contain the words “chi nhánh” (means “branch") with respect to registration for establishment of a branch, the words “văn phòng dại diện” (means “representative office”) with respect to registration for establishment of a representative office, or the words “dịa diểm kinh doanh” (means “business location”) with respect to registration for establishment of a business location;

dd) Family name, last name, permanent residence address, nationality, number of ID card, passport or other legal authenticated documents of the legal representative of the requesting cooperative or association of cooperative;

d) Address of the branch, representative office or business location to be established;

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e) Full name, permanent residence address, nationality, number of ID card, passport or other legally authenticated documents of the representative of the branch, representative office or business location to be established.

3. Application documents for registration of establishment of branches, representative offices or business locations of cooperatives or associations of cooperatives must be sent as attached to notifications prescribed in clause 2 of this Article, including:

a) Valid copy of the certificate of registration of cooperative or association of cooperatives;

b) Resolution issued by the members’ general meeting on opening of branch, representative or business location of a cooperative or association of cooperative;

c) Written decision of the Management Board on appointment of a person as the representative of a branch, representative office or business location, enclosing the valid copy of ID card, passport or other legally authenticated personal documents of the representative of the branch, representative office or business location to be established;

d) Valid copy of practicing certificate of one or more individuals as legally prescribed with respect to a branch of a cooperative or association of cooperatives that operates in the sector or industry subject to the regulatory requirement that enforces that branch to hold practicing certificates.

4. If the scope of business or operations of a branch, representative office or business location is conformable to that of the requesting cooperative or association of cooperatives, and conform to relevant laws, within 5 working days of receipt of valid application documents, the cooperative registration agency shall have to grant the certificate of registration of branch, representative office or business location to the requesting cooperative or association of cooperatives and, simultaneously, shall update its registration file with information about such certificate.

After obtaining the certificate of registration, each branch, representative office or business location of a cooperative or association of cooperatives may have its stamp made and shall have the right to use it.

5. In case where a cooperative or association of cooperatives establishes its branch, representative office or business location at a district, province or city where its main office is not located, within duration of 5 working days of receipt of the certificate of registration of branch, representative office or business location, it must inform the agency granting the registration certificate at the locality where its main office is located in writing in order to request such agency to update its registration file with information about its establishment.

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Within duration of 15 working days or receipt of the certificate of opening of branch, representative office or business location from an overseas country’s competent authority, the requesting cooperative or association of cooperatives must inform the agency granting the registration certificate at the locality where its main office is located in writing in order to request such agency to update its registration file with information about that certificate.

Article 17. Registration for change in names or addresses of main offices, business scopes, charter capital or legal representatives; change in names, addresses or representatives of branches or representative offices of cooperatives or associations of cooperatives

1. In order to apply for registration for change in names or addresses of main offices, business scopes, charter capital or legal representatives; change in names, addresses or representatives of branches or representative offices, cooperatives or associations of cooperatives must submit applications for registration for these changes to cooperative registration agencies. Each application for registration for change shall contain the followings:

a) Name of the requesting cooperative or association of cooperatives, address of its main office, registration certificate number, date of issue of registration certificate;

b) Family name, last name, permanent residence address, nationality, number of ID card, passport or other legal authenticated documents of the legal representative of the requesting cooperative or association of cooperative;

c) Information that needs to be changed.

The application for registration for change must enclose the resolution of the members' general meeting or the written decision of the management board on change in information inscribed in the certificate of registration of cooperative or association of cooperatives in accordance with the Law on Cooperatives.

2. Within duration of 5 working days of receipt of all required valid documents submitted to apply for registration for change from the requesting cooperative or association of cooperatives, the cooperative registration agency shall have to grant registration for change to the requesting cooperative or association of cooperatives.

Article 18. Reissuance of certificates of registration of cooperative or association of cooperatives or certificates of registration of branch or representative office of cooperative of association of cooperatives

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2. In order to apply for reissuance of its certificate of registration, a cooperative or association of cooperatives shall be required to send an application form to a cooperative registration agency so as to receive the reissued certificate of registration of cooperative, association of cooperatives, branch or representative office.

3. The application form for reissuance of the certificate of registration of cooperative or association of cooperatives or the certificate of registration of branch or representative office must provide the following information:

a) Name of the requesting cooperative or association of cooperatives, address of its main office, registration certificate number, date of issue of registration certificate;

b) Family name, last name, permanent residence address, nationality, number of ID card, passport or other legal authenticated documents of the legal representative of the requesting cooperative or association of cooperative;

c) Reasons for application of reissuance of the registration certificate.

Within 5 working days of receipt of all valid documents, the receiving cooperative registration agency shall have to reissue the certificate of registration of cooperative or association of cooperatives or the certificate of registration of branch or representative office.

Article 19. Closure of cooperatives or associations of cooperatives

1. In case where a cooperative or association of cooperatives closes its business of their own free will, the closure procedures shall be implemented as follows:

a) Convene the members’ general meeting and issue the resolution on voluntary closure;

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c) The closure committee assumes responsibility to perform tasks regulated in point a and b of clause 1 of Article 54 in the Law on Cooperatives within the maximum duration of 60 days from the date of ratification of the resolution on voluntary closure, and makes a report on completion of closure.

2. In case where a cooperative or association of cooperatives is subject to compulsory closure in the cases prescribed in clause 2 of Article 54 in the Law on Cooperatives, procedures for compulsory closure of that cooperative or association of cooperative shall be implemented as follows:

a) The agency granting the certificate of registration of cooperative or association of cooperatives prepares and submits application documents for compulsory closure to the same-level People’s Committee;

b) The receiving People’s Committee issues its decision on closure and establishes the closure committee. The committee’s chair must be the representative of that People's Committee; the committee’s standing commissioner must be the representative of the regulatory authority granting the registration certificate to the requesting cooperative or association of cooperatives; other commissioners must be representatives of same-level specialized regulatory authorities, organizations representing or forming alliance with cooperatives in a province or centrally-affiliated city (if the requesting cooperative or association of cooperatives is a member of one of these organizations representing or forming alliance with cooperatives), People's Committee of a commune, ward or town where the requesting cooperative or association of cooperatives is located, the management board, the control board of the requesting cooperative or association of cooperatives, or controllers, members or member cooperatives;

c) The closure committee assumes responsibility to perform tasks regulated in point c of clause 3 of Article 54 in the Law on Cooperatives within the maximum duration of 60 days from the date of issue of the decision on compulsory closure, and makes a report on completion of closure;

d) Funds for closure shall be financed by the remaining amount of funds of the requesting cooperative or association of cooperatives. In case of lack of these funds, funds derived from the budget of the local government at the same level as the cooperative registration agency shall be used.

3. Immediately after completion of the closure as prescribed in clause 1 and 2 of this Article, the closure committee shall have to send a set of documents on closure of the requesting cooperative or association of cooperatives along with the report on completion of closure to the cooperative registration agency.

Within 5 working days of receipt of all required application documents, the cooperative registration agency shall process these documents and, if all prescribed requirements are met, remove the name of the requesting cooperative or association of cooperatives from its register, revoke the certificate of registration of cooperative or association of cooperatives or the certificate of branch, representative office or business location of cooperative or association of cooperatives, and publicly inform the closure of the requesting cooperative or association of cooperatives.

Chapter 3.

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Article 20. Capital contribution, share purchase and business establishment

1. Capital contribution, share purchase or business establishment by cooperatives or associations of cooperatives must meet the following regulations:

a) These activities must be decided or approved by the members’ general meeting;

b) Capital contribution, share purchase or business establishment shall be applied to sectors or industries related to those in which cooperatives or associations of cooperatives are operating;

c) Capital funded by the non-divisible property of cooperatives or associations of cooperatives shall not be used for capital contribution, share purchase or business establishment purposes;

d) Total investment in capital contribution, share purchase or business establishment shall not exceed 50% of the charter capital of a cooperative or association of cooperatives which is specified in the latest financial statement;

dd) Business operations must generate profits for at least 02 consecutive years.

2. Within the duration of 15 working days from the date of capital contribution, share purchase or business establishment, cooperatives or associations of cooperatives must send a notification to the agencies already granting certificate of registration for these cooperatives or associations of cooperatives. The notification shall contain the followings:

a) Name of the requesting cooperative or association of cooperatives, address of its main office, registration certificate number, date of issue of registration certificate;

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dd) Family name, last name, permanent residence address, nationality, number of ID card, passport or other legal authenticated documents of the legal representative of the requesting cooperative or association of cooperative;

d) Name, address, business sectors or industries, number of certificate of registration of the business in which the cooperative or association of cooperatives contributes capital, purchase shares or which is established by the cooperative or association of cooperatives;

dd) Capital contribution amount; value of shares purchased; amount of charter capital of the business to be established;

This notification must enclose the resolution of the members’ general meetings on capital contribution, share purchase or business establishment, held by cooperatives or associations of cooperatives.

3. Cooperative registration agencies shall receive notifications, archive and record these activities in the journal.

Article 21. Disposition of non-divisible property of cooperatives or associations of cooperatives in case of bankruptcy or business closure

1. In case where cooperatives or associations of cooperatives are dissolved or bankrupt, their non-divisible property referred to in clause 2 of Article 48 in the Law on Cooperatives shall be disposed of as follows:

a) Value of property acquired from non-refundable grants, aids or subsidies of the State shall be transferred to the budget of the local government at the same level as the agency granting registration of cooperatives or associations of cooperatives;

b) Value of property acquired from annual capital investment funds which is classified as non-divisible assets under the decision of the members' general meeting upon termination of the status as members or member cooperatives; property which is gifted or donated as non-divisible assets; capital and assets defined by the Statutes of cooperative or association of cooperatives as non-divisible property upon termination of the status as members or member cooperatives, shall be disposed of by applying measures decided by the members’ general meeting;

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d) Rights to use land authorized or leased by the State shall be subject to the law on land.

2. If capital and property of cooperatives or associations of cooperatives which are dissolved or bankrupt are not adequate to pay all debts, they must use their non-divisible property in the following order for debt repayments:

a) Gifts or donations which are agreed upon as non-divisible property;

b) Amounts retained from annual capital investment funds that are classified as non-divisible property under the decision of the members’ general meeting;

c) Capital or other assets defined in the statutes of cooperatives or associations of cooperatives as non-divisible property.

Article 22. Accounting and auditing regimes of cooperatives or associations of cooperatives

1. Cooperatives or associations of cooperatives shall implement financing, accounting and auditing regimes in accordance with law.

2. Cooperatives or associations of cooperatives whose members are legal entities must submit to the compulsory audit.

3. Cooperatives or associations of cooperatives shall be encouraged to carry out the internal audit.

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Article 23. Regime for reporting of business results of cooperatives and associations of cooperatives

1. No later than March 31 every year, cooperatives or associations of cooperatives shall be required to submit reliable, sufficient and accurate review reports on the previous year’s business results of cooperatives and associations of cooperatives to cooperative registration agencies.

2. Each notification shall comprise the following information: Number of members or member cooperatives; number of employees or employments; business results determined based on service contracts between cooperatives or associations of cooperatives and members; assets, capital and investment activities.

3. The Ministry of Planning and Investment shall preside over and cooperate with the Ministry of Finance, relevant ministries and sectoral administrations in providing sample reports for cooperatives or associations of cooperatives, and shall regulate reporting regimes applied to cooperative registration agencies.

Chapter 4.

STATE SUPPORT AND PREFERENTIAL POLICIES

Article 24. State support policies granted to cooperatives or associations of cooperatives

1. Human resource training and education policies

The State shall provide funds for formal professional and technical education and training programs taken by managers of cooperatives, associations of cooperatives or members of cooperatives.

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The State shall provide support for cooperatives or associations of cooperatives so that they can attend domestic and overseas fairs and exhibitions; shall organize fairs and exhibitions specially designed for the cooperative sector; shall help cooperatives or associations of cooperatives build brands, trademarks and determine origin of products, develop and run the electronic information portal and e-commerce exchanges.

3. Application of new scientific, engineering and technological advances

a) The national and local fund for science and technology development shall annually set aside amounts used for supporting cooperatives or associations of cooperatives in upgrade and application of technologies and shall report on results of these activities to state regulatory authorities in charge of state management of cooperatives and associations of cooperatives;

b) The State shall fund scientific researches by using corresponding state budget allocations granted to cooperatives or associations of cooperatives that develop projects in researching and applying scientific, engineering and technological advances which are approved by competent authorities.

4. Policies on access to funding sources and cooperative development support funds

a) Cooperatives or associations of cooperatives that develop projects in new investment or investment in expansion of business and production capacity; those that do business in the agriculture field or at rural areas shall be entitled to interest rate relief and credit guarantee granted by cooperative development support funds, shall be given priority in lending funds from development banks and other credit institutions in accordance with law, shall be entitled to concessional loans under the Government's regulations on credit policies for agricultural and rural development;

b) Cooperative development support funds shall perform their duties to grant credit guarantee and interest rate relief to cooperatives or associations of cooperatives.

The Ministry of Finance shall preside over and cooperate with the Ministry of Planning and Investment, relevant ministries and sectoral administrations in appealing to the Prime Minister to provide instructions about regulations set forth in this paragraph.

5. Policies for facilitation of participation in target programs and socio-economic development programs

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a) Projects for infrastructure construction in the localities of their business and management of completed construction projects, including market projects and projects for construction of infrastructure intended for development of industrial clusters and rural trade village clusters;

b) Other socio-economic development projects or programs in the localities of their business that are relevant to their competence.

6. Policies on establishment of new cooperatives or associations of cooperatives

a) Founding members of cooperatives shall be provided free-of-charge with information, consultancy and training in legislation on cooperatives before incorporation of these cooperatives;

b) Cooperatives or associations of cooperatives shall be offered counsels on formulation of their statutes, and shall provide instructions about and undertake implementation of the procedures for establishment, registration and structuring of business of cooperatives or associations of cooperatives.

Article 25. Support and preferential policies granted to cooperatives and associations of cooperatives operating in the agriculture, forestry, aquaculture and salt industry

In addition to those support and preferential policies specified in Article 24 herein, cooperatives or associations of cooperatives doing business in the agriculture, forestry, aquaculture or salt industry that supply products or services to members that are individuals, family households or legal entities doing business in the agricultural, forestry, aquaculture and salt production field shall be entitled to the following support and preferential policies:

1. Policies for support for investment in development of infrastructure

a) Investment in development of infrastructure, including: Working offices, drying grounds, storage facilities, product handling and processing workshops, electricity, water supply facilities, markets, water resource facilities, infrastructure intended for aquacultural production areas, agricultural supplies shops, inter-field traffic networks serving the production and business needs of members of cooperatives or associations of cooperatives. These infrastructure facilities shall be developed and constructed based on projects approved by competent authorities;

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2. Policies for allocation and leasing of land serving the business demands of cooperatives or associations of cooperatives

Land support given to cooperatives or associations of cooperatives shall be subject to law on land.

3. Credit incentive policies

a) Cooperatives or associations of cooperatives that are newly established or develop projects in new investment and investment in expansion of production and business capacity shall be preferred to receive loans from credit institutions in accordance with applicable laws;

b) Cooperatives or associations of cooperatives that develop projects for investment in production, business or export eligible for investment incentives shall be entitled to investment advantages prescribed in laws on investment.

4. Policies for support of funds, plant or animal varieties in case of natural disasters or epidemic outbreak

Depending on the degree of loss or damage, danger of an epidemic and their actual demands, cooperatives or associations of cooperatives doing business in the agriculture, forestry, aquaculture or salt industry may be entitled to support and preferential policies in terms of capital, plant and animal varieties in case of facing difficulties arising due to natural disasters or epidemics in accordance with existing laws on support of varieties, plants, livestock animals and fishery products for the purpose of recovering production activities at affected areas.

5. Policies for support for processing of products

a) Cooperatives or associations of cooperatives having demands for processing of products shall be entitled to support for research into development of investment projects in processing of products as prescribed in point b of clause 3 of Article 24 herein;

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Article 26. Support for business reorganization of cooperatives or associations of cooperatives

In case of registering changes in accordance with the Law on Cooperatives, cooperatives or associations of cooperatives shall be entitled to support policies specified in clause 6 of Article 24 herein.

In case where they register changes due to merger, consolidation, splitting or division of cooperatives or associations of cooperatives, 50% of costs incurred from these activities shall be covered by the State the same as establishment of new cooperatives or associations of cooperatives.

Article 27. Implementation of support and preferential policies

1. The Ministry of Planning and Investment shall preside over and cooperate with the Ministry of Finance, relevant ministries and sectoral administrations in formulating cooperative development support programs and submitting them to the Prime Minister to seek his approval of implementation of support and preferential policies stated in clause 1, clause 2, point b of clause 3 and clause 6 of Article 24; clause 1, clause 4 and clause 5 of Article 25 herein.

Cooperative development support programs must specifically regulate requirements and criteria for entitlement to support, support contents, funding sources and amounts that are based on determination of priority in terms of sectors, localities, and are relevant to socio-economic development conditions across the nation over periods of time and developmental level of cooperatives or associations of cooperatives.

2. People’s Committees of provinces or centrally-affiliated cities, ministries, sectoral administrations, fatherland front committees and other mass organizations may mobilize other funding sources other than those defined in cooperative development support programs in order to get involved in performing tasks defined in programs and other tasks under their delegated authority.

3. Cooperatives or associations of cooperatives already enjoying support and preferential policies defined herein shall not be allowed to enjoy other similar policies prescribed in other legislative documents, except for those preferences and support that are not specified herein.

Chapter 5.

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Article 28. State management of cooperatives or associations of cooperatives

1. The Ministry of Planning and Investment shall assist the Government in uniform state management of cooperatives or associations of cooperatives.

2. Duties and powers of the machinery of state management of cooperatives or associations of cooperatives:

a) Preside over proposing legislative documents on cooperatives or associations of cooperatives and others related thereto and submitting them to competent authorities to seek their approval of promulgation thereof;

b) Propagate, guide and implement legislative documents on cooperatives or associations of cooperatives and other related ones;

c) Carry out the consistent registration of cooperatives or associations of cooperatives across the nation;

d) Uniformly receive, manage and annually report on results of business of cooperatives or associations of cooperatives in accordance with law; set up systems of information about cooperatives and associations of cooperatives across the nation;

dd) Preside over the formulation and organize the implementation of plans, programs and support and preferential policies for cooperatives and associations of cooperatives; preside over the final review and formulation of plans, programs, support and preferential policies for cooperatives and associations of cooperatives;

e) Implement or direct the implementation of trial models and multiply models of cooperatives and associations of cooperatives that achieve efficient growth;

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h) Handle and provide instructions on handling violations against laws of cooperatives and associations of cooperatives, concerned individuals and organizations in accordance with law; deal with or provide instructions on dealing with any difficulty arising from implementation of legislative regulations on cooperatives and associations of cooperatives;

i) Take charge of international cooperation in development of cooperatives and associations of cooperatives;

k) Preside over or get involved in research into formulation of and final review of implementation of guidelines and policies of the Communist Party and the State for cooperatives and associations of cooperatives;

l) Cooperate with financial institutions at all levels in providing instructions on and inspecting and auditing the implementation of financial regimes for cooperatives and associations of cooperatives in accordance with law;

m) Cooperate with the Vietnam Fatherland Front and other members thereof in enforcing laws on cooperatives. Vietnam Fatherland Front and members thereof shall propagate and encourage people to participate in the establishment and development of cooperatives and associations of cooperatives; collaborate with State agencies in designing policies and overseeing implementation of laws on cooperatives; initiate programs and projects for development of cooperatives and associations of cooperatives.

Article 29. Responsibilities of Ministries and Ministry-level agencies

1. Cooperate with the Ministry of Planning and Investment in perfecting legislative regulations on cooperatives, developing strategies, policies, programs and plans for development of cooperatives and associations of cooperatives.

2. Perform the tasks of state management of cooperatives and associations of cooperatives classified by assigned sectors.

3. Propagate, encourage people and organizations to participate in and establish cooperatives.

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5. Enable cooperatives and associations of cooperatives to participate in target programs and socio-economic development programs.

Article 30. Responsibilities of all-level People’s Committees

1. Direct and inspect the implementation of tasks of state management assigned to regulatory authorities in charge of state management of cooperatives within their localities.

2. Direct the design and organize the implementation of programs and plans for development of cooperatives within their localities.

3. Propagate, encourage people and organizations to participate in and establish cooperatives.

4. Adopt support measures and policies for cooperatives and associations of cooperatives under their authority.

5. Enable cooperatives and associations of cooperatives to participate in target programs and socio-economic development programs.

6. Cooperate with and assist the Vietnam Fatherland Front and its members at all levels and other social organizations in implementing laws on cooperatives and associations of cooperatives; propagating and disseminating laws on cooperatives and associations of cooperatives; initiating programs and projects for development of cooperatives and associations of cooperatives; encouraging related members to participate in cooperatives.

Chapter 6.

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Article 31. Entry into force

This Decree shall take effect from January 27, 2014 and shall replace Government’s Decree No. 177/2004/ND-CP dated October 12, 2004 elaborating on certain articles of the 2003 Law on Cooperatives, the Government's Decree No. 77/2005/ND-CP dated June 9, 2005 on release of samples used for providing instructions on formulation of statutes of cooperatives, the Government’s Decree No. 87/2005/ND-CP dated July 11, 2005 on the business registration of cooperatives, and the Government’s Decree No. 88/2005/ND-CP dated July 11, 2005 on certain support and incentive policies for development of cooperatives.

Article 32. Business reorganization of cooperatives or associations of cooperatives

Within duration of 36 months from July 1, 2013, cooperatives and associations of cooperatives that were established before the entry into force of the Law on Cooperatives shall be required to perform the following tasks:

1. Review statutes and organization of management of business of cooperatives and associations of cooperatives in order to ensure conformity with provisions of the Law on Cooperatives No. 23/2012/QH13 dated November 20, 2012.

2. In case where it is necessary to change, dissolve or transform business, cooperatives and associations of cooperatives may convene the members’ general meeting to resolve on the registration of change, voluntary closure or transformation into other business type in accordance with laws.

3. In cases where cooperatives or associations of cooperatives ensure strict compliance with provisions of the Law on Cooperatives, registration for change shall not be required.

Article 33. Implementary responsibilities

1. The Ministry of Planning and Investment shall preside over and cooperate with relevant ministries and sectoral administrations in providing instructions on, and shall have the burden of monitoring and expediting, the implementation of this Decree.

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PP. GOVERNMENT
PRIME MINISTER




Nguyen Tan Dung