Circular No. 129/2015/TT-BTC guides the procedures and formalities for financial handling when establishing new, restructuring, or dissolving a state-owned single-member limited liability company and a single-member limited liability subsidiary company of a state-owned single-member limited liability company.

CIRCULAR

||| Guidelines on the procedures and financial handling when establishing new, restructuring, or dissolving a limited liability company with one member owned by the state and a limited liability company with one member that is a subsidiary of a limited liability company with one member owned by the state.u

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Pursuant to DecreeNo. ||| Decree No. 215/2013/NĐ-CP dated December 22, 2013 of the Government stipulates đ||| functions, tasks, ||| powers and organizational structure, amended and supplemented by Decree No. 109/2025/NĐ-CP and Decree No. 193/2025/NĐ-CP 6 of the Government on supporting the development of enterprises until 2020;

Pursuant to DecreeNo. 172/201||| Decision No. 3/2013/NĐ-CP dated November 13, 2013 of the"b) In addition to the lists of public services issued according to the provisions of Clause 2, Article 4 of this Decree, specialized agencies under provincial People's Committees shall report to the provincial People's Committee for decision-making on amending, supplementing, or issuing the list of public services funded by the state budget within their jurisdiction and consistent with the local budget capacity within the approved budget by the Provincial People's Assembly, and send it to the Ministry of Finance and relevant ministries and sectors for supervision during implementation."||| Government on establishment,t T||| restructuring, dissolution of a limited liability company with one member owned by the state and a limited liability company with one member that is a subsidiary of a limited liability company with one member owned by the, amended and supplemented by Decree No. 109/2025/NĐ-CP and Decree No. 193/2025/NĐ-CP ||| state;ng||| According to the proposal of the Director General of the Department of State Enterprise Finance under the Ministry of Finance issued this Circularto||| guiding the procedures and financial handling when establishing new, restructuring, or dissolving a limited liability company with one member owned by the state and a limited liability company with one member that is a subsidiary of a limited liability company with one member owned by thei||| state as follows:||| 1. This Circular guides the procedures and financial handling when establishing new, restructuring, or dissolving a limited liability company with one member (owned by the state hereinafter referred to as a single-member limited liability company (TNHH MTV)) and a single-member limited liability company that is a subsidiary of a single-member limited liability company owned by the state according to the provisions of Decree No. 172/2013/NĐ-CP dated November 13, 2013 of the Government on establishment, restructuring, or dissolution of a single-member limited liability company owned by the state and a single-member limited liability company that is a subsidiary of a single-member limited liability company owned by the state (hereinafter referred to as Decree No. 172/2013/NĐ-CP of the Government).||| 2. The restructuring of a single-member limited liability company into a joint-stock company, a limited liability company with two or more members, and the conversion of a single-member limited liability company or a group of companies in the form of a parent-subsidiary relationship shall be carried out in accordance with the Law on Enterprises and relevant laws. l||| For single-member limited liability companies in agriculture and forestry, in addition to applying this Circular, if specialized laws provide otherwise, they shall apply such specialized laws.

||| This Circular applies to single-member limited liability companies owned by the state and single-member limited liability companies that are subsidiaries of single-member limited liability companies owned by the state, and related organizations and individuals.|||CAPITAL CONTRIBUTION FOR THE ESTABLISHMENT OF A NEW SINGLE-MEMBER LIMITED LIABILITY COMPANYconcerning the classification and determination of state management authority in the field of crop productionArticle 3. Capital contribution level"b) In addition to the lists of public services issued according to the provisions of Clause 2, Article 4 of this Decree, specialized agencies under provincial People's Committees shall report to the provincial People's Committee for decision-making on amending, supplementing, or issuing the list of public services funded by the state budget within their jurisdiction and consistent with the local budget capacity within the approved budget by the Provincial People's Assembly, and send it to the Ministry of Finance and relevant ministries and sectors for supervision during implementation."||| The capital contribution level for establishing a new single-member limited liability company is prescribed in Article 6 of Decree No. 172/2013/NĐ-CP.;

AND in the forestry sector, this Circular takes effect from February 1, 2024.Article 4. Documents and methods for determining the capital contribution levelconcerning the classification and determination of state management authority in the field of crop production 1. Documents for determining the capital contribution level include: Investment project, Business establishment plan, Decision approving the business establishment plan by the competent authority.2. The method for determining the capital contribution level for newly established state-owned companies shall be implemented in accordance with the laws on state investment in enterprises and management and use of capital and assets at enterprises. FINANCIAL HANDLING WHEN IMPLEMENTING RESTRUCTURING AND DISSOLUTION OF A SINGLE-MEMBER LIMITED LIABILITY COMPANY organize credit institutions, foreign bank branches are responsible for organizing the implementation of this Circular.FJune 2024;FINANCIAL HANDLING WHEN IMPLEMENTING MERGER AND CONSOLIDATION OF A SINGLE-MEMBER LIMITED LIABILITY COMPANY 2. Mr. Nguyen Manh Hung, Member of the Party Central Committee, holds the position of Minister of Science and Technology.企业管理有限股份公司由国家所有的情况如下：to第一条 本通函规定了新成立、重组和解散国有独资有限责任公司（以下简称“国有独资公司”）以及国有独资公司的全资子公司时的财务处理程序，依据政府于2013年11月13日发布的第172/2013/NĐ-CP号议定书关于新成立、重组和解散国有独资有限责任公司及其全资子公司（以下简称“第172/2013/NĐ-CP号政府议定书”）的规定。

PART I

GENERAL PROVISIONS

Article 1. Scope of Regulation

对于国有独资有限责任公司进行股份制改造、转变为两个或更多股东的有限责任公司，或者以母子公司形式转换，应按照《企业法》及相关法律规定执行。

对于国有独资有限责任公司中的农林企业，在适用本通函的同时，如果专业法律有其他规定，则应遵循专业法律。

本通函适用于由国家所有的国有独资有限责任公司及其全资子公司，以及与此相关的组织和个人。

Article 2. Applicability

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Chapter II

新设国有独资有限责任公司的注册资本

第三条 注册资本金额

新设国有独资有限责任公司的注册资本金额应根据第172/2013/NĐ-CP号政府议定书第六条的规定确定。

第四条 注册资本的文件及确定方法

1. 确定注册资本所需的文件包括：投资项目计划、企业设立方案、有权机关批准企业设立方案的决定。

2. 新设国有企业的注册资本确定方法应按照有关国家投资企业资本和管理使用企业资本、资产的法律规定执行。

Chapter III

国有独资有限责任公司在重组和解散过程中的财务管理

Section 1

国有独资有限责任公司在合并和兼并过程中的财务管理

Article 5. Conditions for the merger and consolidation of a single-member limited liability company

The conditions for the merger and consolidation of a single-member limited liability company shall be implemented in accordance with the provisions of Article 17 of Decree No. 172/2013/NĐ-CP of the Government.

Article 6. Regarding the company being merged or consolidated

Within thirty days from the date of the merger or consolidation decision, the company being merged or consolidated shall be responsible for closing its accounting books; organizing an inventory, classifying assets under management and use, and preparing an audited financial report at the time of merger or consolidation:

1. Conducting an inventory to determine the quantity, quality, and actual value of assets under management and use; classifying inventoried assets into groups (assets needed, unnecessary assets, surplus assets, assets awaiting liquidation).

a) For missing, lost, damaged, substandard, obsolete, or surplus assets, the cause must be clearly identified. In cases where the cause is due to subjective reasons, the person causing the loss (collective or individual) must compensate according to the law. The Board of Members or Chairman of the company being merged or consolidated decides on the compensation amount according to the law and bears responsibility for their decision.

Assets that have been insured, if damaged, shall be handled according to the insurance contract.

The difference between the value of missing assets and the compensation amount shall be recorded as business expenses of the company being merged or consolidated.

b) For excess asset value that cannot be determined as to cause and owner, it shall be recorded as income of the company being merged or consolidated.

2. Preparing a list of creditors and debtors, verifying and confirming, and classifying receivables and payables, providing detailed statements for each type of receivable or payable:

a) Receivables: determining collectible receivables and uncollectible receivables.

For uncollectible receivables, the cause and responsibility of the collective or individual must be clearly identified for compensation. The Board of Members or Chairman of the company being merged or consolidated decides on the compensation amount. The difference between the value of uncollectible receivables and the compensation amount shall be offset by the provision for doubtful accounts; if insufficient, it shall be recorded as business expenses of the company being merged or consolidated.

b) Payables: determining current payables, overdue payables, and payables that do not need to be paid.

For payables that do not need to be paid, they shall be recorded as income of the company being merged or consolidated.

3. Settling taxes with tax authorities at the time of merger or consolidation according to regulations.

Article 7. Transfer between the company being merged and the merging company, between the company being consolidated and the consolidating company

1. Within forty-five days from the date of the merger or consolidation decision, the company being merged or consolidated must transfer all assets, capital, debts, land use rights, economic contracts, and other rights and obligations to the merging or consolidating company, accompanied by relevant files and documents. The Board of Members or Chairman, General Director, and related individuals of the company being merged or consolidated shall bear legal responsibility for any losses or damages to assets or capital before the transfer.

2. The merging or consolidating company shall be responsible for accepting and inheriting all assets (including damaged, substandard, unnecessary, or pending liquidation assets), receivables (including uncollectible receivables written off and monitored within the enterprise's management system), payables, accumulated losses, labor contracts, and other obligations of the company being merged or consolidated.

3. Any unresolved issues prior to the transfer must be clearly noted in the transfer record. The General Director, Chief Accountant, and related individuals of the company being merged or consolidated shall continue to jointly bear responsibility for substandard assets, unnecessary assets, and difficult-to-collect receivables transferred.

4. After acceptance, the merging or consolidating company shall be responsible for continuing to resolve financial issues of the company being merged or consolidated according to current regulations.

5. The merging or consolidating companies shall adjust the state capital at the corresponding company based on the capital of the enterprises in the financial report of the company being merged or consolidated.

Section 2

FINANCIAL HANDLING WHEN IMPLEMENTING THE SPLIT OF A SINGLE-MEMBER LIMITED LIABILITY COMPANY

Article 8. Conditions, Documents and Procedures for Dividing a Limited Liability Company with One Member

The conditions, documents, and procedures for dividing a limited liability company with one member shall be carried out in accordance with the provisions set forth in Articles 17, 19, and 22 of Decree No. 172/2013/NĐ-CP of the Government.

Article 9. Financial Settlement

1. Inventory and classify assets; handle financial matters; prepare audited financial reports and settle taxes of the divided company at the time of division according to the provisions of Point 1, Section 1, Chapter III of this Circular.

2. The divided company shall develop a plan to divide the company's assets and debts among the newly formed companies and submit it to the person deciding on the establishment of the company for approval, including the following contents:

a) Divide all assets of the divided company among the newly formed companies, including tangible and intangible assets, investments outside the company, inventory, receivables, land, and other assets.

b) Divide all liabilities of the divided company among the newly formed companies based on the principle that liabilities arising from a particular department shall be borne by the newly formed company receiving that department, but the total value of liabilities must correspond to the proportionate value of the assets received.

c) Share the owner's investment capital, undistributed profits or accumulated losses, and other sources of capital and funds belonging to the owner's capital among the newly formed companies according to the proportionate value of the assets received.

3. The newly formed companies shall continue to inherit the rights and responsibilities of the divided company related to the assets, debts, and owner's capital they receive.

4. The newly formed companies shall determine the state capital at their respective companies corresponding to the amount of capital allocated by the owner within the scope of the divided company's capital.

Section 3

FINANCIAL SETTLEMENT WHEN SPLITTING A LIMITED LIABILITY COMPANY WITH ONE MEMBER

Article 10. Conditions, Documents and Procedures for Splitting a Limited Liability Company with One Member

The conditions, documents, and procedures for splitting a limited liability company with one member shall be carried out in accordance with the provisions set forth in Articles 17, 19, and 22 of Decree No. 172/2013/NĐ-CP of the Government.

Article 11. Financial Settlement

1. Inventory and classify assets; handle financial matters; prepare audited financial reports and settle taxes of the company being split at the time of splitting according to the provisions of Point 1, Section 1, Chapter III of this Circular.

2. The company being split shall develop a plan and submit it to the person deciding on the establishment of the company being split for approval, including the following contents:

a) Split a dependent accounting unit of the company: Based on the assets and debts of the dependent accounting unit, the person deciding on the establishment of the company being split shall decide on the allocation of debts and owner's capital to the newly formed company.

b) Split a company's unit not classified as a dependent accounting unit shall be carried out in accordance with Clause 2 of Article 9 of this Circular.

3. The newly formed companies and the company being split shall adjust the state capital at their respective companies corresponding to the amount of capital allocated by the owner within the scope of the company being split's capital.

Section 4

FINANCIAL SETTLEMENT WHEN DISSOLVING A LIMITED LIABILITY COMPANY WITH ONE MEMBER

Article 12. Conditions for Dissolving a Limited Liability Company with One Member

The conditions for dissolving a limited liability company with one member shall be carried out in accordance with the provisions set forth in Article 24 of Decree No. 172/2013/NĐ-CP of the Government.

Article 13. Establishment of the Liquidation Board

The liquidation board of a limited liability company with one member shall be established in accordance with Article 26 of Decree No. 172/2013/NĐ-CP to organize the dissolution of the company.

Article 14. Responsibilities of a State-owned Joint Stock Company Subject to Dissolution

1. From the date the dissolution decision takes effect, the State-owned Joint Stock Company subject to dissolution shall be responsible for:

a) Ceasing all activities prohibited under the Enterprise Law and terminating business operations, settling debts owed, lending out assets, and holding assets in custody;

b) Closing accounting books; inventorying assets; reconciling receivables and payables; preparing financial statements up to the effective date of the dissolution decision:

- Preparing a list of creditors and amounts owed (separated into secured debt, partially secured debt, and unsecured debt). Interest accompanying payable debts (if any) shall only be calculated up to the effective date of the dissolution decision.

- Preparing a list of debtors and amounts receivable (categorized into recoverable debt and non-recoverable debt).

c) Submitting a document requesting the tax authority to confirm the company's tax obligations.

2. Within thirty working days from the date the dissolution decision takes effect, the company must hand over to the Liquidation Board:

a) Financial reports, accounting books, and related documents concerning the company's dissolution; lists of creditors and debtors of the company;

b) All assets legally owned, managed, and used by the company (including unrecovered assets), assets held in custody, borrowed, or rented.

Article 15. Rights and Responsibilities of the Liquidation Board in Handling Financial Matters During the Dissolution of a State-owned Joint Stock Company

After receiving the dissolution decision and publishing the dissolution notice of the State-owned Joint Stock Company, the Liquidation Board shall be responsible for:

1. Collecting the company seal to facilitate the dissolution process.

2. Cooperating with the dissolved company to organize the inventory, handling of assets, and receipt from the State-owned Joint Stock Company:

a) Financial reports, accounting books, and related documents concerning the company's dissolution;

b) All assets legally owned, managed, and used by the company, assets held in custody, borrowed, or rented.

3. Developing a dissolution plan (including a financial handling plan) within forty-five days from the effective date of the company's dissolution decision and reporting it to the dissolution decision-maker for approval. The plan must include the following main contents:

a) Plan for handling economic contracts;

b) Plan for handling the company's assets;

c) Plan for handling joint venture assets and investments outside the company if any;

d) Financial plan, including:

- Estimated amount to be received from the company's dissolution (detailed by item).

- Estimated amount to be spent on the company's dissolution (detailed by item).

- Difference between the amount received and the amount spent on the dissolution work.

e) Recommendations

4. Implementing the approved dissolution plan:

a) Reviewing the creditor and debtor lists;

b) Organizing the recovery of debts;

c) Organizing the liquidation and sale of the company's assets and debts;

d) Settling debts owed to creditors according to the principles stipulated in Article 18 of this Circular;

e) Liquidating ongoing economic contracts. In cases where ongoing contracts can be completed during the dissolution period without affecting the liquidation and asset handling, the Liquidation Board will continue to organize the implementation of these contracts.

5. Organizing the payment of severance benefits and resolving policies for employees in accordance with the Labor Code, labor contracts, collective labor agreements, and company regulations. Settlement of expenses shall be carried out in accordance with the law.

6. Reporting progress monthly and proposing measures to ensure the dissolution schedule. When issues arise outside the dissolution plan, they must be reported to the dissolution decision-making body for approval before implementation.

7. Preparing a report on the results of liquidation and depositing excess funds after paying creditors and dissolution costs into the Fund for Business Restructuring and Development.

8. Until the dissolution of the company is completed, the Chairman of the Board of Members, General Director, and Chief Accountant of the dissolved company and those involved may not be transferred to other positions.

Article 16. Financial Settlements upon Dissolution of a Company

1. The assets of a company being dissolved are those assets under the lawful management and use of the company (excluding assets held in custody, leased, borrowed, or entrusted assets).

a) The assets of a company being dissolved shall be sold at auction through a professional auction organization or organized publicly by the Liquidation Board of the company in accordance with the current Auction Regulations. In cases where multiple parties, including creditors of the company being dissolved, bid equally, the creditor of the company being dissolved shall have priority to purchase the asset. If there are multiple creditors wishing to purchase, the creditor with the larger total debt shall have the right to purchase first.

The sale of assets related to land use rights must comply with the provisions of the Land Law.

b) Assets and capital contributed for joint ventures or invested outside the company:

- Shall be recovered through the transfer of equity contributions or shares to other entities. The method of transferring capital shall be carried out in accordance with the laws on state capital investment in enterprises and the management and use of capital and assets in enterprises, and Decision No. 51/2014/QĐ-TTg dated September 15, 2014 of the Government Chairman regarding certain contents on divestment, selling shares, and registering for listing transactions on the securities market of state-owned enterprises. deciding certain contents on divestment, selling shares, and registering for listing transactions on the securities market of state-owned enterprises.

- In cases where the dissolution period has expired and the equity contribution for joint ventures has not been transferred to other partners, the person deciding the dissolution of the company shall designate another company to replace it after reaching an agreement with the joint venture partner. The designated company or the person deciding the dissolution of the company must pay the dissolved company the joint venture equity contribution. The value of the joint venture equity contribution shall be determined in accordance with Article 33 of Decree No. 59/2011/NĐ-CP dated July 18, 2011 of the Government on converting wholly state-owned enterprises into joint-stock companies.

c) For leased assets, assets received in custody, borrowed assets, and entrusted assets: The Liquidation Board shall execute the termination of lease contracts and recover leased, borrowed, deposited, custodied, and entrusted assets.

2. For leased assets, borrowed assets, assets received in custody, and entrusted assets: Within thirty days from the date of publication of the first newspaper notice announcing the cessation of business operations and the dissolution procedures, the person who provided the assets to the dissolved company for leasing, borrowing, depositing, custodying, or entrusting must present documents proving their lawful ownership or management rights to reclaim the assets. If the dissolved company has leased assets but the lease period has not yet expired and all lease payments have been made, the lessor must refund the excess payment according to the agreement stipulated in the contract before reclaiming the asset.

3. From the effective date of the decision to dissolve the company, all debts that have not yet matured shall be deemed to have matured.

Creditors with collateral shall receive the collateral assets for settlement in accordance with current regulations. If the creditor does not accept the collateral, it shall be sold at auction in accordance with current regulations, and the proceeds from the auction of the collateral assets, after deducting expenses, shall be used to immediately repay the secured creditor (excluding interest calculated from the date of the dissolution decision); any surplus belongs to the assets of the dissolved company, any shortfall shall be treated as unsecured debt and settled like other unsecured debts.

A guarantor who has repaid the company's debt shall have such repaid debt treated as unsecured debt and settled like other unsecured debts.

Article 17. Management and use of funds from the dissolution of a company

1. Within the latest five (5) days from the date on which the decision to establish the Liquidation Board becomes effective, the Chairman of the Liquidation Board must open an account at the State Treasury where the company's main office is located to deposit funds obtained from the sale and liquidation of assets and recovery of debts of the dissolved company. This account shall be managed by the Chairman of the Liquidation Board.

2. All funds obtained from the dissolution of the company, including capital in cash, proceeds from the sale and liquidation of assets, transfer of investment capital, and recovery of debts of the dissolved company, must be deposited into the account of the Liquidation Board on the day such funds are received. In case it is past working hours, the funds must be deposited on the next working day. If there is intentional delay in depositing the funds, compensation must be made according to the interest rate for non-term deposits published by the Bank and administrative disciplinary measures must be taken in accordance with regulations.

Payment of dissolution expenses and payment to creditors shall be carried out in accordance with Article 18 of this Circular.

The remaining funds after all debts have been paid will belong to the State Budget (including interest earned from depositing the funds obtained from the dissolution of the company). Within five (5) days from the end of the payment to creditors, the Liquidation Board is responsible for depositing the entire amount into the Enterprise Restructuring Support Fund.

Article 18. Payment of Dissolution Expenses and Debts

All funds obtained from the dissolution of the company shall be processed in the following sequence:

1. Payment of dissolution expenses of the company, including:

- Costs associated with the liquidation of economic contracts, costs for the recovery, transportation, storage, and preservation of the assets of the dissolved company;

- Costs related to organizing the auction of assets;

- Costs for arranging, storing, and preserving the documents of the dissolved company and other costs related to the implementation of the dissolution of the company. These expenditures shall be approved and the Chairman of the Liquidation Board shall bear responsibility for his decisions based on actual expenses incurred.

- Payment of salaries and social insurance, health insurance, unemployment insurance contributions due from the employer in accordance with the law for management staff, employees, and workers mobilized to participate in the dissolution work of the dissolved company and assisting organizations, but not exceeding twelve (12) months from the date the dissolution decision becomes effective.

Expenditures must be supported by complete documentation in accordance with current accounting regulations.

2. Payment of salary arrears, social insurance arrears, health insurance arrears, unemployment insurance arrears (if any), and other benefits of employees of the dissolved company as stipulated in labor contracts, collective labor agreements, company regulations, and current policies.

3. Tax arrears and other state budget arrears.

4. Debts secured by collateral (in order: fully secured debt, partially secured debt).

5. Any remaining funds after paying the above debts shall be paid to unsecured creditors (excluding interest calculated from the date of the dissolution decision). Payments to creditors may be made in multiple installments, with each installment based on the ratio between the total amount paid in each round compared to the total outstanding debt.

Funds obtained from subsequent rounds shall be paid out in the same manner.

For creditors with accounts at commercial banks or the State Treasury, the Chairman of the Liquidation Board shall process the transfer of payment to the creditor's account. If the creditor does not have an account, the Chairman of the Liquidation Board shall notify the creditor to collect directly or transfer through the post office to the creditor. Postage fees shall be included in the dissolution expenses of the company.

Article 19. Termination of Company Liquidation

1. Upon expiration of the company liquidation period, if there are remaining issues, the Liquidation Board shall submit them for review and resolution to the person deciding on the company's liquidation.

2. Within seven working days after the completion of the liquidation process, the Liquidation Board must prepare a financial report on the company's liquidation and submit it to the person deciding on the company's liquidation; return the company's seal to the police authority and the business registration certificate of the dissolved company to the provincial business registration department where the company was registered; publish in one central newspaper and three consecutive issues of a local newspaper about the termination of the company's liquidation.

3. After the completion of the company's liquidation process, all files and accounting books of the dissolved company, as well as records related to the company's liquidation process, must be stored at the agency that decided to establish the company in accordance with regulations on document storage.

Chapter IV

IMPLEMENTATION

Article 20. Effective Date

1. This Circular takes effect from October 15, 2015.

2. Repeal Circular No. 38/2005/TT-BTC dated May 18, 2005 of the Ministry of Finance guiding procedures, formalities, and financial handling when establishing new companies, restructuring, and liquidating state-owned enterprises.

3. In case of difficulties during implementation, units are requested to report to the Ministry of Finance for guidance on handling./.