FORMALITIES AND PROCEDURES FOR EQUITIZATION OF TRANSPORTATION STATEOWNED ENTERPRISES IN VIET NAM.FORMALITIES AND PROCEDURES FOR EQUITIZATION OF TRANSPORTATION STATEOWNED ENTERPRISES IN VIET NAM.FORMALITIES AND PROCEDURES FOR EQUITIZATION OF TRANSPORTATION STATEOWNED ENTERPRISES IN VIET NAM.FORMALITIES AND PROCEDURES FOR EQUITIZATION OF TRANSPORTATION STATEOWNED ENTERPRISES IN VIET NAM.FORMALITIES AND PROCEDURES FOR EQUITIZATION OF TRANSPORTATION STATEOWNED ENTERPRISES IN VIET NAM.FORMALITIES AND PROCEDURES FOR EQUITIZATION OF TRANSPORTATION STATEOWNED ENTERPRISES IN VIET NAM.FORMALITIES AND PROCEDURES FOR EQUITIZATION OF TRANSPORTATION STATEOWNED ENTERPRISES IN VIET NAM.FORMALITIES AND PROCEDURES FOR EQUITIZATION OF TRANSPORTATION STATEOWNED ENTERPRISES IN VIET NAM.FORMALITIES AND PROCEDURES FOR EQUITIZATION OF TRANSPORTATION STATEOWNED ENTERPRISES IN VIET NAM.FORMALITIES AND PROCEDURES FOR EQUITIZATION OF TRANSPORTATION STATEOWNED ENTERPRISES IN VIET NAM.FORMALITIES AND PROCEDURES FOR EQUITIZATION OF TRANSPORTATION STATEOWNED ENTERPRISES IN VIET NAM.FORMALITIES AND PROCEDURES FOR EQUITIZATION OF TRANSPORTATION STATEOWNED ENTERPRISES IN VIET NAM.FORMALITIES AND PROCEDURES FOR EQUITIZATION OF TRANSPORTATION STATEOWNED ENTERPRISES IN VIET NAM.FORMALITIES AND PROCEDURES FOR EQUITIZATION OF TRANSPORTATION STATEOWNED ENTERPRISES IN VIET NAM.FORMALITIES AND PROCEDURES FOR EQUITIZATION OF TRANSPORTATION STATEOWNED ENTERPRISES IN VIET NAM.LIST OF PUBLICATION RELATED TO THE DISSERTATIONVIETNAM ACADEMY OF SOCIAL SCIENCES GRADUATE ACADEMY OF SOCIAL SCIENCES KHẢM NGUYEN VAN CUONG FORMALITIES AND PROCEDURES FOR EQUITIZATION OF TRANSPORTATIO.
VIETNAM ACADEMY OF SOCIAL SCIENCES GRADUATE ACADEMY OF SOCIAL SCIENCES KHẢM NGUYEN VAN CUONG FORMALITIES AND PROCEDURES FOR EQUITIZATION OF TRANSPORTATION STATE-OWNED ENTERPRISES IN VIET NAM Major: Economic Law Major Code: 9.38.01.07 SUMMARY OF DISSERTATION IN LAW PGS Ha Noi, 2023 LIST OF PUBLICATION RELATED TO THE DISSERTATION The Work completed at: “Policy experience of China and Russia in implementing the GRADUATE ACADEMY OF SOCIAL SCIENCES equitization of their transportation state-owned enterprises and lessons learnt for Vietnam”, Viet Nam Trade and Industry Review, No 5, 03/2022 Academic Supervisor: ASSOC PROF DR BUI NGUYEN “Solutions to improve legal framework on the procedure of KHANH equitization of state-owned enterprises in Vietnam today”, Vietnam Journal of Social Sciene Manpower, No (108)-2022 1st Peer-reviewer: ASSOC PROF DR Dương Dinh Hue 2nd Peer-reviewer: ASSOC PROF DR Tran Dinh Hao 3rd Peer-reviewer: ASSOC PROF DR Nguyen Huu Chi The Dissertation is defended before the Doctoral Examination Board at the Academy level at Academy of Social Sciences At… , ……(day)………(month), 2017 The Dissertation is kept at: - The National Library of Vietnam - Library of the Graduate Academy of Social Sciences INTRODUCTION Necessity of the Thesis Nearly 20 years of equitization has confirmed that equitization is the process of diversifying owners of state-owned enterprises (SOEs) to attract capital and organizational experiences from investors and employees, promote business autonomy, improve the efficiency and competitiveness of enterprises, and promote capital accumulation However, the equitization process is showing signs of slowing down and one of the main reasons is shortcomings in legal framework on the procedure of equitization of SOEs Research on “Formalities and procedures for equitization of transportation state-owned enterprises in Vietnam" is of necessary and urgent in order to meet the requirements of theoretical, legal and practical basis as well as the need of integration and development Objectives of the Thesis On the basis of clarifying the theoretical issues of formalities and procedures for equitization of transportation state-owned enterprises, the thesis studies the current situation of laws on formalities and procedures for equitization of transportation state-owned enterprises in Vietnam The author proposes solutions to improve the laws and enhance the effectiveness of laws enforcement on formalities and procedures for equitization of transportation state-owned enterprises in Vietnam Research subject and scope of the Thesis - Research subject: The thesis focuses on researching laws and policies, current situation and proposes solutions to improve the laws and enhance the effectiveness of laws enforcement on formalities and procedures for equitization of transportation state-owned enterprises in Vietnam - Research scope: + In terrm of time: The period of 2011- now and give recommendations to improve the laws and enhance the effectiveness of laws enforcement on formalities and procedures for equitization of transportation state-owned enterprises in Vietnam + In terrm of space: The thesis concentra on studying the current situation of laws on formalities and procedures for equitization of transportation state-owned enterprises in Vietnam with reference to the international experience of Russia and China + In terrm of contents: laws, reality, achievements and limitations, proposed solutions from the perspective of legal science Methodology and research methods The thesis is conducted on the basis of dialectical materialism and historical materialism methodology of the Marxism- Leninism, the views of the Party and laws of the State The thesis uses research methods such as synthesis methods; legal analysis (traditional legal methodology); case study examination; comparative law; methods of interpretation, inductive method etc to solve problems and tasks of the thesis New scientific contributions of the thesis - The thesis will contribute to clarifying the theoretical framework on formalities and procedures for equitization of transportation state-owned enterprises This serves as a theoretical basis to analyze and evaluate the current status of laws on formalities and procedures for equitization of transportation state-owned enterprises in Vietnam in recent years - The thesis will research, analyse and evaluate the current situation of laws enforcement on formalities and procedures for equitization of transportation state-owned enterprises in Vietnam the period 20011-now thereby figure out the achievements, limitations and causes This contributes to proposing solutions to improve the laws and enhance the effectiveness of laws enforcement on formalities and procedures for equitization of transportation state-owned enterprises in Vietnam in the coming years Theoretical and practical significance of the thesis - Theoretically, the thesis provides a multi-dimensional perspective on the formalities and procedures for equitization of transportation state-owned enterprises in Vietnam; builds a theoretical framework for formalities and procedures for equitization of transportation state-owned enterprises in Vietnam; provides scientific arguments for the study and improvement of the laws on formalities and procedures for equitization of transportation state-owned enterprises in Vietnam - Practically, the reseach results on the current situation of the laws on formalities and procedures for equitization of transportation state-owned enterprises in Vietnam provide researchers, investors, administrators, managers etc., comprehensive and detailed information to serve the research and work The solutions proposed by the thesis will be a useful reference for the improvement of the laws formalities and procedures for equitization of transportation state-owned enterprises in Vietnam In addition, the thesis can be used as reference for researching and lecturing in the field of economic law Structure of the Thesis Apart from the Introduction, Conclusion, Bibliography, the Thesis is composed of 04 chapters and 01 Appendix CHAPTER : REVIEW OF LITERATURE AND THEORETICAL OF THESIS 1.1 Review of Vietnamese and foreign studies on state-owned enterprises and equitization of transportation state-owned enterprises 1.1.1 Review of Vietnamese and foreign studies In the reviewed studies, the formalities and procedures for equitization of transportation state-owned enterprises becomes an inevitable need which is explained from theoretical and practical perspectives From the theoretical point of view, the rational arguments about formalities and procedures for equitization of transportation state-owned enterprises are emphasized, and provide a strong theoretical foundation on the cause of the problem and the need to improvement of formalities and procedures for equitization of transportation state-owned enterprises in Vietnam In addition, an empirical research on domestic and foreign equitization of transportation state-owned enterprises continues to provide a practical basis for the need to improve the law onformalities and procedures for equitization of transportation state-owned enterprises in Vietnam When identifying equitization of transportation state-owned enterprises, most of the studies focus on formalities and procedures of equitization The author can only find the formalities and procedures for equitization of transportation state-owned enterprises in Vietnam from 2011 to now Regarding the laws on formalities and procedures for equitization of transportation state-owned enterprises in Vietnam, the studies provide a comprehensive and multi-dimentional approach to the problem The studies summarize the experience of Russia, China about formalities and procedures for equitization of transportation state-owned enterprises from the law to the enforcement mechanism A number of studies are on regulations, application mechanism equitization of transportation state-owned enterprises in Vietnam, and introducing international best practices for comparison and reference in order to draw the most effective solutions applicable in Vietnam 1.1.2 An assessment of relevant studies and issues to be studied further The reviewed studies show that the issue of formalities and procedures for equitization of transportation state-owned enterprises is of important, and there are initial research achievements in this field The studies approach the issue in many aspects; however, so far there is no separate study on formalities and procedures for equitization of transportation state-owned enterprises In Vietnam studies on formalities and procedures for equitization of transportation state-owned enterprises have only been paid attention in recent years, and there are a number of issues that are approached insufficient, incomplete, especially for the procedures for equitization of transportation state-owned enterprises Based on the results obtained from the previous studies, the author continues to study and solve the problems that previous studies have not considered or not deeply researched: - To clarify the concept, characteristics equitization of transportation stateowned enterprises The thesis is not only to clarify the laws on formalities and procedures for equitization of transportation state-owned enterprises, but also to clarify the experience of Russia, China about formalities and procedures for equitization of transportation state-owned enterprises from the law to the enforcement mechanism - Based on the analysis of the principles of regulations on formalities and procedures for equitization of transportation state-owned enterprises, the thesis will study the structure of the laws on formalities and procedures for equitization of transportation state-owned enterprises In particular, it emphasizes the role of the equitization of transportation state-owned enterprises programm of Vietnamese Gorverment - the issue that previous studies have not adequately addressed - The thesis analyzes the current situation of the law and the practice of law enforcement on formalities and procedures for equitization of transportation state-owned enterprises in Vietnam Accordingly, the thesis will identify and summarize the difficulties and in the practical application of law as well as legal gaps in formalities and procedures for equitization of transportation state-owned enterprises in Vietnam - On the theoretical and practical basis, the thesis proposes solutions to improve the law and enhance the effectiveness of the law enforcement Firstly, the solution to improve the on formalities and procedures for equitization of transportation state-owned enterprises In particular, the thesis will point out solutions to improve the procedures for equitization of transportation state- owned enterprise of Vietnam inthe coming years Secondly, the solution to enhance the effectiveness of law enforcement on formalities and procedures for equitization of transportation state-owned enterprises will be studied comprehensively from awareness and compliance with law, to the implementation and organization of the business owners, managers, stakeholders and the role of the regulators 1.2 Theoretical of thesis, research question and research hypothesis 1.2.1 Theoretical of thesis The thesis is conducted on the basis of dialectical materialism and historical materialism methodology of the Marxism- Leninism, the views of the Communist Party and laws of the State The thesis uses the following theories - Theory of privatization; the theory of equitization of state-owned enterprise which has been mentioned in the literature review; - The theory of agency explains the relationship between shareholders and managers in the agency relationship (trust relationship); - The theory of corporate governance, especially the separation between ownership and management rights in the company - The theory of company managers, especially determining who the managers are and their legal obligations (director's duties) - Theory of business transformation - The theory of subrogation 1.2.2 Research question and research hypothesis Research questions have been raised during the implementation of the topic research, including: -What is the nature of SOEs equitization?; characteristics of formalities and procedures for equitization of SOEs and characteristics of formalities and procedures for equitization of transportation SOEs?; - Legal principles, participants, structure of laws on formalities and procedures for equitization of transportation SOEs?; - Identify and summarize the difficulties and in the practical application of law as well as legal gaps in formalities and procedures for equitization of transportation SOEs in Vietnam?; - The solutions to improve the laws and enhance the effectiveness of laws enforcement on formalities and procedures for equitization of transportation SOEs in Vietnam in the coming years? 1.2.3 Research hypothesis - Firstly, the perception of SOEs and equitization of SOEs was not clear and incomplete, especially the role of SOEs in the socialist-oriented market economy The distinction between state capital invested in enterprises, state capital in enterprises, and capital of enterprises is still unclear, so the application of regulations in capital management of enterprises is still insufficient; - Second, the management of state capital and assets in enterprises and equitization in the market mechanism is very complicated issue The goal of accelerating the equitization of SOEs is accompanied by great changes in awareness, the views and objectives of equitization, leading to the policy and laws on equitization continuously change from time to time, due to both implementation, review and evaluation, many contents are not insufficient; - Third, policies and laws on equitization of transportation SOEs in the still have many gaps, especially in specific issues such as financial investments, specific assets of enterprises, etc business, brand… - Fourth, the complex and overlapping in the legal system has occurred through many stages, and in the period 2008-2012, the economy faced great challenges In the period 2011-2021, the Constitution, the laws and decrees are amended, but urgent issues not be solved CHAPTER 2: THEORETICAL ISSUES ON EQUITIZATION OF TRANSPORT STATE-OWNED ENTERPRISES AND LAWS ON FORMALITIES AND PROCEDURES FOR EQUITIZATION OF TRANSPORTATION STATE-OWNED ENTERPRISES IN VIETNAM 2.1 The concept of equitization of transportation state-owned enterprises 2.1.1 The concept of equitization of state-owned enterprises - In general understanding, equitization of SOEs is the process of converting ownership from an enterprise in which the State holds 100% of the charter capital to a multi-owned enterprise includes other organizations, individuals and employees-owned - From the process perspective, equitization means in effect the complete or partial privatization of SOEs, generally by floating part or all of their capital on the stock market in Vietnam From the legal perspective, equitization is the transformation of a SOEs into a joint stock company model SOEs equitization is the process of diversifying ownership, transforming state-owned SOEs into joint-stock companies owned by shareholders of all economic sectors participating in the purchase of shares 2.1.2 The nature and characteristics of the equitization of stateowned enterprises in Vietnam The essence of equitization is the process of transforming the business model from SOEs into joint-stock companies owned by shareholders It means that this new enterprise is governed by the Law on Enterprises, in which the State can be a shareholder This enterprise must completely comply with the provisions of the laws on joint-stock company All issues related to the operation of the enterprise from the legal management, rights and obligations, management mechanism to regulations on establishment, dissolution, bankruptcy in a joint-stock company must be governed by the law on enterprises 2.1.3 Characteristics of equitization of state-owned enterprises in the field of transportation in Vietnam SOEs in the transport sector are often large-scale enterprises and equitization of transportationcSOEs in this sector is necessary and expected to bring benefits to the economy and society such as : Firstly, large-scale SOEs in the field of transportation play a dominant role in all economic sectors, so the equitization of these enterprises has great significance in implementing the guidelines and policies of the Party and State, concentrating resources on macro stability and national development; 10 Second, the equitization of large-scale SOEs in the field of transportation through buying, selling, merging, merging, and dissolving enterprises has created a mechanism for risk distribution, the possibility of sustainable development of enterprises, and at the same time creating conditions for investors to reduce losses, is a way to share risks with shareholders; Thirdly , the equitization of SOEs in the field of transportation makes an important contribution to creating new impetus for the development of other enterprises through the scope of influence and efficiency of production and business on the basis of modern production technology and systems advanced management; Fourthly, the large-scale equitization of SOEs in the field of transportation allows the most effective use of the resources of the State, private sector and FDI, improving national competitiveness and value, increase strategic products and generate revenue larger than the state budget; Fifthly , the equitization of SOEs in the field of transportation allows SOEs to participate more actively and effectively in solving social problems, making concrete contributions to job creation and social welfare, poverty reduction and environmental protection; Sixth, the equitization of SOEs in the field of transportation, contributing to accelerating socialization, attracting social capital into production and business activities, on the other hand, attracting social forces into management, but still highly professional management role 2.2 Laws on formalities and procedures for equitization of transportation state-owned enterprises 2.2.1 Basic principles of laws on formalities and procedures for equitization of transportation state-owned enterprises - Principle of preserving capital owned by the State, protecting national interests in the equitization process - Principles of inheritance of rights and obligations of joint stock companies converted from state-owned enterprises corresponding to forms of equitization 11 - Principles of publicity and transparency of information and listing on the stock market - Principles to improve efficiency and corporate governance 2.2.2 Contents of the laws on formalities and procedures for equitization of transportation state-owned enterprises - Legal subjects on formalities and procedures for equitization of transportation state-owned enterprises Legal subjects on formalities and procedures for equitization of transportation state-owned enterprises include: (i) Owner's representative agency; (ii) equitized SOEs; (iii) Other agencies, organizations and individuals involved in the transformation of state-owned enterprises into joint-stock companies - Form of equitization From the practical implementation of equitization of SOEs, there are forms of equitization These forms are: (i) keeping the value of the existing State capital in the enterprise, issuing shares to attract more capital to develop the enterprise; (ii) sell a part of the value of existing State capital in the enterprise; (iii) separation of a part of the enterprise for equitization; (iv) sell the entire existing value of State capital in the enterprise to convert it into a joint stock company - Determine the value of DN In principle, the value of an enterprise must be fully calculated by all three factors: existing assets, business advantages and profitability - Determining the audience to buy shares and the share distribution structure The subjects that are allowed to buy shares are: economic organizations, social organizations, citizens, foreigners residing in Vietnam, of which officials and employees at state-owned enterprises may be the priority subjects to buy shares - Formalities and procedures for equitization of transportation stateowned enterprises Depending on the market development model, formalities and procedures for equitization of transportation state-owned enterprises in the 12 laws of other countries, besides the differences, there are many similars when stipulating the steps to carry out the equitization of SOEs 2.3 Experience of the laws on formalities and procedures for equitization of transportation state-owned enterprises of some countries in the world Based on the law and the practice of law on formalities and procedures for equitization of transportation state-owned enterprises in transition countries, such as: China and the Russian Federation, some experiences should be suggested: Firstly, equitization of large-scale transportation state-owned enterprises is current trend in modern market economy Second, equitization of transportation state-owned enterprises is conducted according to specific conditions and market opening roadmap of each country Third, equitization is a strategy to restructure state-owned enterprises in the transportation industry CURRENT SITUATION OF LAWS ON FORMALITIES AND PROCEDURES FOR EQUITIZATION OF STATE-OWNED ENTERPRISES AND LAWS ENFORCEMENT ON FORMALITIES AND PROCEDURES FOR EQUITIZATION OF TRANSPORTATION STATE-OWNED ENTERPRISES IN VIETNAM CHAPTER 3: 3.1 Current situation of laws on formalities and procedures for equitization of state-owned enterprises in Vietnam 3.1.1 Legal principles for equitization of state-owned enterprises - The principle of preserving capital owned by the State, protecting national interests in the equitization process - The principle of fully complying with financial handling when equitizing state-owned enterprises - Principles of inheritance of rights and obligations of joint-stock companies converted from state-owned enterprises corresponding to forms of equitization 13 - Principles of publicity and transparency of information and listing on the stock market - Principles to improve efficiency and corporate governance 3.1.2 Objects and forms of equitization of state-owned enterprises, subjects and conditions for buying shares According to Clauses and 3, Article of Decree 126/2017/ND-CP, (amended and supplemented by Article 1, Clause of Decree 140/2020/ND-CP), the subjects of equitization of SOEs is an enterprise in which 100% charter capital is held by the State According to Article 4, Decree 126/2017/ND-CP (amended and supplemented by Article 1, Clause of Decree 140/2020/ND-CP), the conditions for equitization of SOEs are SOEs already approved by the authorities The SOEs must be required the following conditions: - Not subject to the State need to hold 100% of charter capital The list of enterprises which the State holding 100% of charter capital shall be decided by the Prime Minister in each period; - The actual value of the enterprise is equal to or greater than the payables; - Enterprises have houses and land approved by competent authorities in accordance with the law on management and use of public property There are forms of equitization in Vietnam such as: (i) keeping the value of the existing State capital in the enterprise, issuing shares to attract more capital to develop the enterprise; (ii) sell a part of the value of existing State capital in the enterprise; (iii) separation of a part of the enterprise for equitization; (iv) sell the entire existing value of State capital in the enterprise to convert it into a joint stock company Subjects and conditions for buying shares of equitized enterprises are specified in detail according to Decree 126/2017/ND-CP (amended and supplemented by Articles and of Decree 140/2020/) ND-CP) 3.1.3 Subjects carrying out procedures for equitization of state-owned enterprises 14 Article 45, Decree 126/2017/ND-CP stipulates the subjects carrying out the procedures for equitization of SOEs as follows: Prime Minister Owner's representative agency Members' Council or Chairman of equitized state enterprises Steering Committee for Equitization of State Enterprises Organization of trade unions in equitized enterprises 3.1.4 Financial handling upon equitization - Inventory, classify assets and handle financial existence - Handling leased, borrowed, contributed capital to joint ventures, associates, unused assets, assets invested with bonus and welfare funds Accounts Receivable Debts payable - Provisions, losses and gains - Financial handling at the time the enterprise is officially transformed into a joint stock company 3.1.5 Determining the value of equitized enterprises In principle, the value of an enterprise must be fully calculated with all three factors: existing assets, business advantages, profitability and the determination of value based on the following two principles: Firstly , the actual value is the price of all existing assets of the enterprise at the time of equitization, which is acceptable to both buyers and sellers of shares Buyers and sellers of shares will agree on the principle of voluntary, mutually beneficial Secondly , the basis for determining the actual value of the enterprise is the data in the accounting books of the enterprise at the time of equitization and the actual value of assets at the enterprise is determined on the basis of the current state of quality, technical features, demand of asset buyers and market price at the time of equitization In addition, it is also based on the business advantages of enterprises such as geographical location, business reputation, exclusivity in products, designs, brands and profitability of enterprises 15 3.1.6 Enterprise valuation organization Article 22, Decree 126/2017/ND-CP stipulates the method of determining enterprise value, specifically: Enterprise valuation consulting organizations may choose appropriate enterprise valuation methods according to the provisions of the law on price and valuation to determine the enterprise value, ensuring that each enterprise equitization must apply at least 02 different methods of enterprise valuation and submit it to the owner's representative agency for consideration and decision The enterprise value and the value of state capital at the enterprise determined and announced must not be lower than the enterprise value and the value of state capital at the enterprise determined by the asset method 3.1.7 Determining enterprise value by asset method Total actual value of an equitized enterprise is the value of all assets of the enterprise at the time of enterprise valuation after re-evaluation taking into account the enterprise's profitability Actual value of state capital in an equitized enterprise is the total actual value of the equitized enterprise after deducting payables and the balance of non-business funding sources (if any) and excluding the balance of exchange rate differences due to re-evaluation of monetary items denominated in foreign currencies specified in Clause 3, Article 17 of this Decree 3.1.8 Formalities and procedures for equitization of state-owned enterprises According to Appendix of Decree 126/2017/ND-CP, the order , Procedures for equitization of state-owned enterprises include the following steps: Step Formulate the Equitization Plan Step Organize the implementation of the equitization plan Step Complete the business transformation into a joint stock company 16 3.2 Practical implementation of the law on formalities and procedures for equitization of transportation state-owned enterprises in the in Vietnam 3.2.1 Status of equitization of state-owned enterprises in the transportation sector in the period 2011-2020 On December 28, 2011, the Prime Minister issued Document No 2447/TTg-DMDN approving the plan to reorganize and renew state-owned enterprises holding 100% of the charter capital of the Ministry of Transport According to the plan, the Ministry will equitize 70 enterprises (including: 09 parents companies - corporations, 61 companies under the Ministry and subsidiaries of corporations) For Shipbuilding Industry Corporation (SBIC) and 03 of 91’ corporations (Vietnamese Maritime, Vietnam Airlines and Vietnam Railways), the Ministry of Transport has developed, appraised and submitted to the Government and the Prime Minister approved the restructuring plan, including the plan to equitize enterprises Thus, according to the above plan, after 2015 , the Ministry will have 22 enterprises with 100% charter capital held by the state (including 07 parents companies corporations and 15 subsidiaries) From 2021, the Ministry of Transport will have only 04 corporations with 100% charter capital held by the state, mainly engaged in public activities (Vietnam Railways, Flight Management, Northern Maritime Safety and Security, South Maritime Safety and Security) and 02 companies under the Ministry (Vietnam Maritime Electronic Information and Transport Publishing House) 3.2.2 Practical application of the law on equitization of transportation state-owned enterprises in the period 2011-2020 In the period 2011-2020, the transportation industry is one of the leading industries in SOEs equitization As of 2017, the Ministry of Transport has basically completed the equitization of 11 large-scale enterprises such as Vietnam Airlines and dozens of other SOEs In addition, the Ministry also submitted to the Prime Minister for consideration and approval the equitization of parents companies - corporations, which are corporations: 17 Vietnam Expressway Development Corporation (VEC), Cuu Long, Vietnam Maritime, Shipbuilding Industry) and subsidiaries of Shipbuilding Industry Corporation As for Vietnam Airlines, the Ministry of Transport has completed negotiations and signed a strategic shareholder contract with All Nippon Airways, Japan Particularly in 2017, the Ministry of Transport reported to the Prime Minister to deploy and carry out the equitization of 17 more transitional units from 2016 Set a roadmap to comprehensive equitization of state -owned enterprises in 2018 Up to now, 20 non-business SOEs have been piloted for equitization, including 15 river and road sections development enterprises and the Hospital of Transport under the Ministry of Transport, the section on waterway traffic management under the People's Committee Ben Tre province The leading equitization of the transport industry is remarkable, however, due to the hurry to burn the stage, some policies have violated the law and clearly failed Up to this point, the equitization of the transport sector has revealed many unfortunate mistakes, even causing many large corporations to fall into private hands but "live out", losing state capital Through the practical application of the laws on equitization of transportation state-owned enterprises in the period 2011-2018, it has been shown that the effectiveness Through the survey, it is possible to draw the shortcomings, limitations and causes of limitations of, specifically the laws on equitization of transportation state-owned enterprises such as: Firstly, there is no synchronous legal system to create a legal corridor in the process of equitizing state-owned enterprises as a measure of enterprise restructuring; In addition, financial resources for restructuring (including equitization of state-owned enterprises) are very limited, experience in 18 restructuring is almost nonexistent, leading to very difficult enterprise restructuring complicated; Second, many ransportation SOEs have been equitized but have not yet registered according to the laws on stock exchange; Third, the equitization of State-owned enterprises by industry and sector, regardless of management level, has not been fully and clearly implemented Fourth, there is no list, plan, or roadmap for equitization of public non-business SOEs, especially in the field of health and education in order to mobilize social resources to improve service quality Fifth, the Government still has to provide guarantees for state-owned enterprises, the parent companys guarantees for subsidiaries (when equitizing enterprises, it will be difficult to handle the guarantee obligation); Sixth, the organizational model and mode of operation of sociopolitical organizations in state-owned enterprises after equitization, have not changed and adapted CHAPTER 4: : ORIENTATION, SOLUTIONS TO IMPROVE THE LAWS AND ENHANCE THE EFFECTIVENESS OF LAWS ENFORCEMENT ON FORMALITIES AND PROCEDURES FOR EQUITIZATION OF TRANSPORTATION ENTERPRISES IN VIETNAM STATE-OWNED 4.1 The orientation to improve the laws and enhance the effectiveness of laws enforcement formalities and procedures for equitization of transportation state-owned enterprises - Firstly, the equitization of state-owned enterprises is a channel importance of reforming state-owned enterprises and is becoming a trend that needs to be expanded and strictly regulated by law - Secondly, the goal of the law on formalities and procedures for equitization of state-owned enterprises is preserving capital owned by the State, protecting national interests, especially large-scale SOEs 19 - Thirdly, ensure the synchronization and effective enforcement of the laws on formalities and procedures for equitization of state-owned enterprises and play a role in regulating the relationship between the equitization of SOEs and privatization - Fourthly, the laws on formalities and procedures for equitization of state-owned enterprises aims to lay the premise for improving the operational efficiency of state-owned enterprises after equitization 4.2 Solutions to improve the laws on formalities and procedures for equitization of transportation state-owned enterprises Firstly, improve the quality and responsibility of consulting organizations in determining the value of state capital and assets at enterprises for equitization; hiring international consultants to this; hire consultants and conduct the sale of State shares in enterprises on the international market Secondly, complete regulations on the handling of land use rights and assets associated with land use rights for equitized SOEs managing a lot of land, managing land in favorable locations high commercial position Thirdly, add criteria associated with responsibilities and sanctions to ensure the implementation of commitments to strategic shareholders Fourthly, strengthen inspection, inspection, supervision and audit so that there is no loss of state capital and assets during the equitization of SOEs Fifthly, have an appropriate mechanism to attract capable strategic investors; reduce the state ownership rate to a level sufficient to change corporate governance in a substantive manner 4.3 Solutions to enhance the effectiveness of laws enforcement on formalities and procedures for equitization of state-owned enterprises 4.3.1 Improve the capacity of the authorities to implement the equitization of State-owned enterprises Based on functions and tasks, review and submit to the Government and Prime Minister for amendments and supplements to regulations related to the organization and operation of SOEs and restructuring and equitization of SOEs in accordance with newly promulgated laws (Enterprise Law, Investment Law…) and practical requirements 20 By the way, it is necessary to improve the quality and responsibility of consulting organizations in determining the value of state capital and assets in enterprises for equitization and divestment of State capital; propose regulations on hiring international consultants to this; hire consultants and conduct the sale of State shares in enterprises on the international market; To improve regulations on land handling for enterprises managing a lot of land, managing land in locations with high commercial advantages; To enhance the criteria associated with responsibilities and sanctions to ensure the implementation of commitments to strategic shareholders as described above 4.3.2 Enhance the role of owner's representative for SOEs and State capital - Determine individual responsibilities for the arrangement, equitization and divestment of State capital in enterprises - Ministries, branches, localities, economic corporations, and state corporations need to strengthen the entire management apparatus, especially for the management apparatus, the representative of the state capital portion in the inefficient production and business enterprises; strengthen the training and retraining to improve the qualifications for the contingent of enterprise management staff; arrange qualified and capable staff to meet the requirements It is also necessary to strengthen the capacity, authority and responsibility of the controller and internal audit in order to limit and prevent capital loss when equitization 4.3.3 Strictly carry out the inspection, inspection and supervision monitoring the activities of state-owned enterprises and corporations, - To improve the responsibility of the leaders to the results and progress of the enterprise restructuring project - To enhance the implementation of Decree No 61/2013/ND-CP on financial supervision and performance evaluation and disclosure of financial information for state-owned enterprises CONCLUSION From the legal perspective, equitization is the transformation of a SOEs into a joint stock company model SOEs equitization is the process of 21 diversifying ownership, transforming state-owned SOEs into joint-stock companies owned by shareholders of all economic sectors participating in the purchase of shares SOEs in the transport sector are often large-scale enterprises and equitization of transportationcSOEs in this sector is necessary and expected to bring benefits to the economy and society From the practical implementation of equitization of SOEs, there are forms of equitization These forms are: (i) keeping the value of the existing State capital in the enterprise, issuing shares to attract more capital to develop the enterprise; (ii) sell a part of the value of existing State capital in the enterprise; (iii) separation of a part of the enterprise for equitization; (iv) sell the entire existing value of State capital in the enterprise to convert it into a joint stock company Based on the law and the practice of law on formalities and procedures for equitization of transportation state-owned enterprises in transition countries, such as: China and the Russian Federation, some experiences should be suggested Through the practical application of the laws on equitization of transportation state-owned enterprises in the period 2011-2018, it has been shown that the effectiveness Through the survey, it is possible to draw the shortcomings, limitations and causes of limitations of, specifically the laws on equitization of transportation state-owned enterprises The thesis have suggested orientation, solutions to improve the laws and enhance the effectiveness of laws enforcement on formalities and procedures for equitization of transportation state-owned enterprises in Vietnam 22