Circular No. 13209/TC/TCDN provides supplementary guidance on financial matters when corporatizing state-owned enterprises to accelerate this process. The document stipulates the handling of debts and surplus assets, tax settlement, selection of consulting organizations to determine enterprise value and corporatization costs.
适用范围
Ministries, ministerial-level agencies, government-affiliated agencies; People's Committees of provinces and centrally governed cities; State-owned Holding Companies
要点
- Enterprises must effectively handle debts and surplus assets before corporatization (Article 1)
- Debts payable to commercial banks and the Development Support Fund shall be handled in accordance with Circular No. 05/2003/TT-NHNN, Circular No. 74/2002/TT-BTC, and Circular No. 89/2004/TT-BTC (Article 1)
- Assets and debts removed from the value of the corporatized enterprise must be transferred to the Company for Debt and Surplus Asset Management within ten working days after approval (Article 1)
- Enterprises may use Financial Statements to determine enterprise value if tax settlement has not been completed (Article 2)
- Ministries, People's Committees of provinces, and state-owned holding companies should proactively select consulting organizations to determine enterprise value without tendering (Article 3)
🌐 本文件的社会影响
- To accelerate the corporatization process of state-owned enterprises
- To facilitate the handling of debts and surplus assets of enterprises prior to corporatization
- To contribute to stabilizing the financial situation of enterprises after corporatization
❓ 常见问题
What must enterprises do with debts and surplus assets before corporatization?
Enterprises must effectively handle debts and surplus assets in accordance with Circular No. 05/2003/TT-NHNN, Circular No. 74/2002/TT-BTC, and Circular No. 89/2004/TT-BTC.
How long is the time frame for transferring assets and debts removed from the value of the corporatized enterprise?
Within ten working days after approval.
Is it necessary to tender to select consulting organizations to determine enterprise value?
No, ministries, People's Committees of provinces, and state-owned holding companies should proactively select consulting organizations without tendering.
In cases where tax settlement has not been completed, what can enterprises use to determine enterprise value?
Enterprises may use Financial Statements to determine enterprise value.
Which authority reviews the valuation documentation before deciding and announcing the enterprise value?
The competent authority deciding the enterprise value must review the valuation documentation.
全文
LETTER
OF THE MINISTRY OF FINANCE NO. 13209 TC/TCDN DATED NOVEMBER 15, 2004 ON GUIDING THE SUPPLEMENTATION OF CERTAIN ISSUES REGARDING FINANCIAL MATTERS IN THE PROCESS OF PRIVATIZATION
WHEN IMPLEMENTING PRIVATIZATION
Respectfully submitted to: - Ministries, ministerial-level agencies, government agencies
- People's Committees of provinces and centrally governed cities
While awaiting the Government to issue a Decree to replace Decree No. 64/2002/NĐ-CP dated June 19, 2002 on converting state-owned enterprises into joint-stock companies, the Ministry of Finance guides the supplementation of certain financial issues aimed at accelerating the process of privatizing state-owned enterprises as follows:
1. On financial settlement:
- Enterprises shall proactively coordinate with relevant agencies and the Company for Debt Purchase and Remaining Assets of Enterprises to effectively handle debts and remaining assets before privatization.
Specifically, for debts owed to commercial banks and the Development Support Fund, which fall under the scope regulated by Circular No. 05/2003/TT-NHNN dated February 24, 2003 of the State Bank of Vietnam guiding the handling of debts of state-owned enterprises at commercial banks, Circular No. 74/2002/TT-BTC dated September 9, 2002 of the Ministry of Finance guiding the revaluation of debts without collateral at state-owned commercial banks, and Circular No. 89/2004/TT-BTC dated September 3, 2004 of the Ministry of Finance guiding the handling of risks of state investment development capital, enterprises must prepare a dossier to be submitted to commercial banks and the Development Support Fund for handling prior to announcing the value of the privatized enterprise.
- Assets and debts excluded from the value of the privatized enterprise; after the enterprise value has been approved by the competent authority, the representative of the owner and the enterprise must hand over to the Company for Debt Purchase and Remaining Assets of Enterprises within ten working days.
- For enterprises with poor financial conditions, when formulating plans to settle financial matters, debts, and remaining assets according to current regulations, if there is no longer state capital, the agency deciding on privatization is advised to proactively develop alternative conversion plans. The Ministry of Finance will not provide additional capital for privatization.
2. On tax settlement:
- Based on the overall plan for restructuring and modernizing enterprises already approved by the Prime Minister, ministries, People's Committees of provinces and centrally governed cities, and state-owned holding companies shall forecast the time for determining the value of enterprises under their management and notify the General Department of Taxation and provincial/city Tax Departments to direct the organization of tax settlement for these enterprises.
- In cases where tax settlement has not been completed by the time the enterprise value is determined, the enterprise may use the financial statements as the basis for determining the enterprise value (including the determination of the enterprise's tax obligations and profit distribution). After tax settlement, any discrepancies regarding tax obligations to the State (if any) will be adjusted at the time the enterprise officially registers to become a joint-stock company.
3. On selecting consulting organizations to determine the enterprise value:
- To accelerate the privatization process, ministries, People's Committees of provinces and centrally governed cities, and Chairmen of Boards of Management of state-owned holding companies shall proactively select and designate auditing firms and financial organizations with valuation functions and sufficient capacity (as listed by the Ministry of Finance) to sign contracts for advisory services to determine the value of privatized enterprises, without the need for competitive bidding.
- The dossier for determining the enterprise value must be submitted to the competent authority deciding on the enterprise value and the Ministry of Finance. The competent authority deciding on the enterprise value must review the dossier for determining the enterprise value before making a decision and announcing the value of the privatized enterprise.
- In cases where state capital is reduced, the agreement of the Ministry of Finance is required; ministries, People's Committees of provinces and centrally governed cities, and state-owned holding companies are advised to proactively address existing financial, debt, and remaining asset issues within their jurisdiction before submitting documents to the Ministry of Finance.
4. On privatization costs: in cases of privatizing large and complex enterprises where privatization costs exceed the ceiling stipulated in Circular No. 76/2002/TT-BTC dated September 9, 2002 of the Ministry of Finance guiding financial matters when converting state-owned enterprises into joint-stock companies, the privatization decision-making body shall proactively examine and decide, and inform the Ministry of Finance.
During implementation, if any difficulties arise, please report to the Ministry of Finance for consideration and resolution.
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