Circular No. 16/2023/TT-BTC of the Ministry of Finance provides for the format of reports on certain non-financial indicators for enterprises, including both independent company models and parent companies - corporate groups. This report is outside the scope of regular financial statements and requires enterprises to provide detailed information on difficult-to-collect receivables, short-term and long-term domestic and foreign loans and financial leases, taxes and accrued expenses, registered capital, wage funds, average number of employees and average salary.
适用范围
Applies to enterprises with independent company models or parent companies - corporate groups.
要点
- Reports on certain non-financial indicators lie outside regular financial statements.
- Requires provision of detailed information on difficult-to-collect receivables, short-term and long-term domestic and foreign loans and financial leases.
- Information on taxes and accrued expenses, registered capital, wage funds, average number of employees and average salary.
- The report format applies to both independent company models and parent companies - corporate groups.
- Requires enterprises to provide information according to specific forms.
🌐 本文件的社会影响
- Helps state management agencies have an overall view of the financial situation of enterprises.
- Enhances transparency in business operations of enterprises.
- Provides necessary information for evaluating operational efficiency and debt repayment capability of enterprises.
❓ 常见问题
To which company models does this report format apply?
Applies to both independent company models and parent companies - corporate groups.
Are reports on certain non-financial indicators included in financial statements?
No, these reports lie outside regular financial statements.
What information needs to be provided according to this report format?
Needs to provide information on difficult-to-collect receivables, short-term and long-term domestic and foreign loans and financial leases, taxes and accrued expenses, registered capital, wage funds, average number of employees and average salary.
全文
MINISTRY OF FINANCE
‾‾‾‾‾‾‾‾‾‾
SOCIALIST REPUBLIC OF VIET NAM
Independence - Freedom - Happiness
-----------------------------
Number: 16/2023/TT-BTC
Hanoi, March 17, 2023
CIRCULAR
Amending and supplementing some articles of Circular No. 36/2021/TT-BTC dated May 6, 2021 of the Ministry of Finance guiding certain contents on state capital investment in enterprises and management and use of capital and assets at enterprises prescribed in Decree No. 91/2015/NĐ-CP dated October 13, 2015; Decree No. 32/2018/NĐ-CP dated March 8, 2018; Decree No. 121/2020/NĐ-CP dated October 9, 2020 and Decree No. 140/2020/NĐ-CP dated November 30, 2020 of the Government.
Pursuant to Decree No. 91/2015/NĐ-CP dated October 13, 2015 of the Government on state capital investment in enterprises and management and use of capital and assets at enterprises;
Pursuant to Decree No. 32/2018/NĐ-CP dated March 8, 2018 of the Government amending and supplementing some articles of Decree No. 91/2015/NĐ-CP dated October 13, 2015 of the Government on state capital investment in enterprises and management and use of capital and assets at enterprises;
Pursuant to Decree No. 121/2020/NĐ-CP dated October 9, 2020 of the Government amending and supplementing Clause 2, Article 12 of Decree No. 91/2015/NĐ-CP dated October 13, 2015 of the Government on state capital investment in enterprises and management and use of capital and assets at enterprises, which has been amended and supplemented in Clause 5, Article 1 of Decree No. 32/2018/NĐ-CP dated March 8, 2018 of the Government amending and supplementing some articles of Decree No. 91/2015/NĐ-CP;
Pursuant to Decree No. 140/2020/NĐ-CP dated November 30, 2020 of the Government amending and supplementing some articles of Decree No. 126/2017/NĐ-CP dated November 16, 2017 of the Government on transferring state-owned enterprises and limited liability companies with 100% state capital contribution to joint stock companies; Decree No. 91/2015/NĐ-CP dated October 13, 2015 of the Government on state capital investment in enterprises and management and use of capital and assets at enterprises and Decree No. 32/2018/NĐ-CP dated March 8, 2018 of the Government amending and supplementing some articles of Decree No. 91/2015/NĐ-CP;
Pursuant to Decree No. 87/2017/NĐ-CP dated July 26, 2017 of the Government stipulating functions, tasks, powers, and organizational structure of the Ministry of Finance;
The Minister of Finance promulgates this Circular amending and supplementing some articles of Circular No. 36/2021/TT-BTC dated May 26, 2021 of the Ministry of Finance guiding certain contents on state capital investment in enterprises and management and use of capital and assets at enterprises prescribed in Decree No. 91/2015/NĐ-CP dated October 13, 2015; Decree No. 32/2018/NĐ-CP dated March 8, 2018; Decree No. 121/2020/NĐ-CP dated October 9, 2020 and Decree No. 140/2020/NĐ-CP dated November 30, 2020 of the Government (hereinafter referred to as Circular No. 36/2021/TT-BTC).
‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾‾
Pursuant to the Law on Management and Use of State Capital for Investment in Business Operations dated November 26, 2014;
Article 1. Amending and supplementing some articles of Circular No. 36/2021/TT-BTC as follows:
1. Amending Clause 1, Article 2 as follows:
"b. For operating enterprises, the adjustment of registered capital shall be carried out in accordance with Article 11 of Decree No. 91/2015/NĐ-CP, Clause 4, Article 1 of Decree No. 32/2018/NĐ-CP and Clause 7, Article 2 of Decree No. 140/2020/NĐ-CP of the Government.
For enterprises that have no need to increase their registered capital or do not establish plans to determine registered capital and sources of additional registered capital as prescribed in Clause 7, Article 2 of Decree No. 140/2020/NĐ-CP, the representative body of the owner shall be responsible for reviewing, deciding and directing the enterprise to submit the difference between the equity capital and the registered capital to the State budget, such submission shall not affect the enterprise's ability to pay and its debt obligations. Within ten days from the date the representative body of the owner issues the decision, the enterprise shall be responsible for submitting the difference between the equity capital and the registered capital of the enterprise to the State budget. When the enterprise submits the difference between the equity capital and the registered capital to the State budget, it shall simultaneously reduce the accounting entries according to each corresponding component of the equity capital."
"1. Principles, authority to decide and methods of transferring state capital at joint stock companies and limited liability companies with two or more members shall be implemented in accordance with Article 38 of Decree No. 91/2015/NĐ-CP; Clause 15 and Clause 16, Article 1 of Decree No. 32/2018/NĐ-CP; Clause 18 and Clause 19, Article 2 and Clause 4 and Clause 5, Article 5 of Decree No. 140/2020/NĐ-CP.
At the proposal of the Director of the Enterprise Finance Department,
Organizations with appraisal functions shall base on the above regulations, standards for enterprise appraisal issued by the Ministry of Finance, regulations on appraisal under the law on appraisal and other relevant laws to advise competent authorities to consider and decide on the initial price for capital transfer, including the value of brand (including cultural and historical value) in the enterprise value shall be determined according to enterprise valuation methods prescribed.
When transferring capital to organizations or individuals who are not members of limited liability companies with two or more members (after company members do not buy or do not buy all), the representative body of the owner shall direct the representative of state capital at limited liability companies with two or more members to implement in accordance with Article 38 of Decree No. 91/2015/NĐ-CP; Clause 15 and Clause 16, Article 1 of Decree No. 32/2018/NĐ-CP; Clause 18 and Clause 19, Article 2 and Clause 4 and Clause 5, Article 5 of Decree No. 140/2020/NĐ-CP. The representative body of the owner decides to apply appropriate methods of transferring capital in accordance with the Articles of Association of the enterprise to ensure the complete withdrawal of the capital to be transferred and does not exceed the maximum number of members as prescribed by the Enterprise Law."
"2. Principles, authority to decide and methods of transferring capital of enterprises wholly owned by the State when investing outside shall be implemented in accordance with Article 29 of Decree No. 91/2015/NĐ-CP; Clause 12 and Clause 13, Article 1 of Decree No. 32/2018/NĐ-CP; Clause 15 and Clause 16, Article 2 and Clause 2 and Clause 3, Article 5 of Decree No. 140/2020/NĐ-CP.
"b. For enterprises currently in operation, the adjustment of the registered capital shall be carried out in accordance with the provisions of Article 11 of Decree No. 91/2015/ND-CP, Clause 4 of Article 1 of Decree No. 32/2018/ND-CP, and Clause 7 of Article 2 of Decree No. 140/2020/ND-CP of the Government.
For enterprises that have no need to increase their registered capital or do not establish plans to determine the registered capital and additional investment sources for registered capital as stipulated in Clause 7 of Article 2 of Decree No. 140/2020/ND-CP, the representative body of the owner has the responsibility to review, decide, and direct the enterprise to pay the difference between the equity capital and the registered capital into the state budget. The payment of this difference will not affect the enterprise's ability to pay and its debt obligations. Within ten days from the date the representative body of the owner issues the decision, the enterprise must pay the difference between the equity capital and the registered capital of the enterprise into the state budget. When the enterprise pays the difference between the equity capital and the registered capital into the state budget, it simultaneously records the reduction according to each corresponding component of the equity capital.
2. Amending and supplementing some clauses of Article 3 as follows:
a) Amend and supplement Clause 1 as follows:
"1. The principles, authority to decide, and methods of transferring state capital at joint-stock companies and limited liability companies with two or more members shall be implemented in accordance with the provisions of Article 38 of Decree No. 91/2015/ND-CP; Clause 15 and Clause 16 of Article 1 of Decree No. 32/2018/ND-CP; Clause 18 and Clause 19 of Article 2 and Clause 4 and Clause 5 of Article 5 of Decree No. 140/2020/ND-CP.
Organizations with the function of appraising value shall base on the above regulations, the enterprise valuation standards issued by the Ministry of Finance, the appraisal value laws, and other relevant legal provisions to advise the competent authority to consider and decide on the initial transfer price of the capital, including the brand value (including cultural and historical value) in the enterprise value shall be determined according to the enterprise valuation methods prescribed.
When transferring capital to organizations or individuals who are not members of a limited liability company with two or more members (after the members of the company do not purchase or do not purchase all), the representative body of the owner directs the person representing the state capital at the limited liability company with two or more members to implement in accordance with the provisions of Article 38 of Decree No. 91/2015/ND-CP; Clause 15 and Clause 16 of Article 1 of Decree No. 32/2018/ND-CP; Clause 18 and Clause 19 of Article 2 and Clause 4 and Clause 5 of Article 5 of Decree No. 140/2020/ND-CP. The representative body of the owner decides to apply the appropriate method of transferring capital in accordance with the Articles of Association of the enterprise to ensure the complete transfer of the required capital and does not exceed the maximum number of members as stipulated by the Enterprise Law.
b) Amend and supplement Clause 2 as follows:
"2. The principles, authority to decide, and methods of transferring capital of enterprises wholly owned by the State when investing outside shall be implemented in accordance with the provisions of Article 29 of Decree No. 91/2015/ND-CP; Clause 12 and Clause 13 of Article 1 of Decree No. 32/2018/ND-CP; Clause 15 and Clause 16 of Article 2, Clause 2 and Clause 3 of Article 5 of Decree No. 140/2020/ND-CP."
Organizations with the function of appraising value shall base on the provisions mentioned above, the enterprise valuation standards issued by the Ministry of Finance, the laws on appraisal, and other relevant laws to advise the competent authority to consider and decide the initial price for the transfer of capital, wherein the brand value (including cultural and historical value) in the enterprise value shall be determined according to the enterprise valuation methods prescribed by regulations.
When transferring capital to other organizations or individuals who are not members of a limited liability company with two or more members (after the members of the company have not purchased or not purchased all of it), the enterprise held 100% state capital contribution shall implement according to Clause 13 Article 1 of Decree No. 32/2018/ND-CP, Clause 15 and Clause 16 Article 2, Clause 2 and Clause 3 Article 5 of Decree No. 140/2020/ND-CP. The enterprise decides to apply a suitable method of transferring capital in accordance with the Articles of Association of the enterprise to ensure the complete withdrawal of the capital to be transferred and not exceed the maximum number of members as stipulated by the Enterprise Law.
c) Amending and supplementing Clause 5 as follows:
"5. This Circular issues a model regulation on the transfer of capital of enterprises held 100% state capital contribution, state capital investment in joint-stock companies, limited liability companies with two or more members (Annex No. 01 attached). Based on the model regulation issued together with this Circular and the specific situation of the unit with capital contribution and the capital to be transferred, the auction organization is responsible for issuing the auction regulation for shares/contributed capital, sample related documents to organize the auction after obtaining the unified opinion of the agency representing the owner regarding the transfer of state capital or the opinion of the enterprise held 100% state capital contribution regarding the transfer of capital of the enterprise at another enterprise.
For the State Capital Investment Corporation, based on the model regulation in this Circular and the mechanism for selling state capital stipulated in Decree No. 140/2020/ND-CP and the Government's Decree on the functions, tasks, and operational mechanisms of the State Capital Investment Corporation, the Board of Directors of the Corporation is responsible for developing and issuing a model regulation for the sale of capital of the Corporation after receiving a written opinion from the agency representing the owner.
3. Supplement Article 7a as follows:
"Article 7a. Distribution of profits for joint-stock companies, limited liability companies with two or more members having state-owned shares or contributions
Enterprises shall distribute profits according to Clause 17 Article 2 of Decree No. 140/2020/ND-CP dated November 30, 2020 of the Government; in cases where enterprises operate under the parent-subsidiary company model, they shall base on the financial statements of the parent company to determine post-tax profit as the basis for distribution.
4. Amend some clauses of Article 9 as follows:
a) Amend clause a of Clause 1 as follows:
"a) Periodic reports, including:
- Financial statements, forms, deadlines for submission and place of receipt, enterprises shall implement in accordance with the guidance provided in Circular No. 200/2014/TT-BTC dated December 22, 2014 of the Ministry of Finance guiding the Accounting System for Enterprises, Vietnamese Accounting Standards, and Circulars guiding the implementation of accounting standards issued by the Ministry of Finance and any subsequent amendments and supplements (if any).
- Reports on certain non-balance sheet indicators:
When preparing quarterly and annual financial statements, enterprises shall prepare reports on certain non-balance sheet indicators of the quarterly and annual financial statements of the enterprise. The deadlines for submission and places of receipt of the report shall be the same as those for the enterprise's financial statements.
The report forms shall be prepared by the enterprise according to Annex No. 03 "Report on Certain Non-Balance Sheet Indicators" issued together with this Circular. Among them: Form No. 01 - Report on Certain Non-Balance Sheet Indicators; Form No. 02 - Report on Certain Non-Balance Sheet Indicators - Consolidated Report of enterprises operating under the parent-subsidiary company model.
b) Amend Clause 4 as follows:
"4. The agency representing the owner, enterprises, and representatives of state capital in enterprises shall send the reports to the agencies receiving the reports via official mail, and simultaneously submit the reports through accessing the financial management information system of enterprises on the website at the following address: http://taichinhdoanhnghiep.mof.gov.vn as stipulated in Article 8 and Clause 1, Clause 2, and Clause 3 of this Article. The account and password for logging in of the agency representing the owner, enterprises, and representatives of state capital in enterprises shall be as follows:
a) For the agency representing the owner: assign a subordinate unit to manage and designate an individual responsible for the login account and password provided by the Ministry of Finance.
b) For enterprises: the login account is the tax code of the enterprise, the password will be sent to the email address registered with the Ministry of Finance by the system.
c) For representatives of state capital in enterprises: the login account is the tax code of the enterprise, the password will be sent to the email address of the representative of state capital in the enterprise registered with the Ministry of Finance.
5. Amend and supplement Annex No. 01 accompanying Circular No. 36/2021/TT-BTC as follows:
a) Supplement Clause 18 Article 2 as follows:
"18. The day of announcing the auction results is the day when information about the auction results is announced at one of the locations as prescribed in Clause 1 Article 16 of this Regulation.
b) Amend and supplement Point c Clause 3 Article 14 as follows:
"c) In case of competitive bidding
- For the case of ordinary competitive bidding, the result of the competitive bidding shall be determined similarly to the determination of the result of ordinary auction as prescribed in Point a Clause 3 of this Article.
- For the case of competitive bidding by lots of shares/contributed capital, the result of the competitive bidding shall be determined similarly to the determination of the result of auctioning lots of shares/contributed capital as prescribed in Point b Clause 3 of this Article.
- In case of unsuccessful competitive bidding, the selling organization shall issue a notification to the owner of the transferred capital regarding the results of the competitive bidding to proceed with transferring to another method of transfer as prescribed."
6. Replace Appendix No. 03 attached to Circular No. 36/2021/TT-BTC with the Appendix attached to this Circular.
Article 2. Effective Date
1. This Circular takes effect from May 8, 2023.
2. During implementation, if there are any difficulties, please promptly reflect them to the Ministry of Finance for study, supplementation, and amendment.
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- For receipt: - Central Party Committee Secretariat; - Prime Minister, Deputy Prime Ministers; - Central Party Office and Party Committees; - General Secretary's Office; - National Assembly's Office; - President's Office; - Government Office; - Supreme People's Procuracy; - Supreme People's Court; - State Audit Agency; - Ministries, agencies equivalent to ministries, and government agencies; - People's Councils; Provincial People's Committees directly under the Central Government; - Central Agencies of Mass Organizations; - Departments of Finance, Taxation Departments of provinces and centrally governed cities; - Economic Groups; State Corporations; - Departments of Construction, Industry and Trade, Agriculture and Rural Development, Science and Technology of provinces directly under the Central Government; - Official Gazette; Government's electronic information portal; - Ministry of Finance Electronic Portal; - Units under the Ministry of Finance; - To be filed: VT, National Tax Administration Department (360b). |
DEPUTY MINISTER (Signed) Cao Anh Tuấn |
Appendix I
(Issued together with Circular No. 16/2023/TT-BTC dated March 17, 2023, of the Minister of Finance)
Form No. 01
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REPRESENTATIVE OF THE OWNER ENTITY |
SOCIALIST REPUBLIC OF VIET NAM |
REPORT ON CERTAIN NON-FINANCIAL INDICATORS
(Model: Independent Company, Parent Company - Group, State Corporation)
D: Balance of item, P: Occurrence during the reporting period
|
Index |
Indicator Code |
Explanation |
Current Year/End Balance |
Previous Year/Beginning Balance |
|
1. Bad Debts Receivable |
|
D (VND) |
||
|
a) Bad Debts Receivable arising in the year |
P (VND) |
|||
|
b) Bad Debts Receivable settled in the year |
P (VND) |
|||
|
2. Short-term Domestic Borrowings and Financial Leases |
|
D (VND) |
||
|
a) Short-term borrowings from credit institutions |
D (VND) |
|||
|
b) End-of-period balance of short-term borrowings and financial leases |
D (VND) |
|||
|
3. Short-term Foreign Borrowings and Financial Leases |
|
D (VND) |
||
|
a) Short-term borrowings from credit institutions |
D (VND) |
|||
|
b) End-of-period balance of other short-term borrowings and financial leases |
D (VND) |
|||
|
4. Long-term Domestic Borrowings and Financial Leases |
|
D (VND) |
||
|
a) Long-term borrowings from commercial banks, other financial institutions |
D (VND) |
|||
|
b) Issuance of bonds (excluding convertible bonds) |
D (VND) |
|||
|
c) Long-term domestic financial leasing |
D (VND) |
|||
|
d) Other long-term domestic borrowings |
D (VND) |
|||
|
5. Long-term Foreign Borrowings and Financial Leases |
|
D (VND) |
||
|
a) Recycled ODA loans from the government |
D (VND) |
|||
|
b) Foreign borrowings guaranteed by the government |
D (VND) |
|||
|
c) Foreign borrowings on a self-borrowing, self-repayment basis |
D (VND) |
|||
|
d) Issuance of bonds (excluding convertible bonds) |
D (VND) |
|||
|
e) Remaining foreign borrowings |
D (VND) |
|||
|
6. Overdue Payables |
|
D (VND) |
||
|
7. Taxes and other liabilities carried forward from the previous year |
||||
|
8. Registered Capital |
|
D (VND) |
||
|
9. Taxes and other liabilities payable to the State Budget |
|
P (VND) |
||
|
a) Payment to the State Budget from domestic business operations |
P (VND) |
|||
|
b) Payment to the State Budget from import/export business operations |
P (VND) |
|||
|
c) Dividends, remaining profits payable to the State Budget |
P (VND) |
|||
|
10. Taxes and other liabilities paid to the State Budget |
|
P (VND) |
||
|
- Profits paid to the State Budget |
P (VND) |
|||
|
11. Taxes and other liabilities payable to the State Budget carried forward to the next year |
|
D (VND) |
||
|
12. Total wage fund |
|
P (VND) |
||
|
13. Average number of employees (persons) |
|
P (persons) |
||
|
14. Average annual salary per person |
|
P (VND) |
Note:
This report is outside the financial statements of the entity. Enterprises shall base the data on their accounting records to enter the data into the form.
|
..., day ..., month ..., year ....
|
Form No. 02
|
REPRESENTATIVE OF THE OWNER ENTITY |
SOCIALIST REPUBLIC OF VIET NAM |
CONSOLIDATED REPORT ON CERTAIN NON-FINANCIAL INDICATORS - MODEL: PARENT COMPANY AND SUBSIDIARIES
D: Balance of item; P: Occurrence during the reporting period
|
Index |
Indicator Code |
Explanation |
Current Year/End Balance |
Previous Year/Beginning Balance |
|
1. Bad Debts Receivable |
|
D (VND) |
||
|
a) Bad Debts Receivable arising in the year |
P (VND) |
|||
|
b) Bad Debts Receivable settled in the year |
P (VND) |
|||
|
2. Short-term Domestic Borrowings and Financial Leases |
|
D (VND) |
||
|
a) Short-term borrowings from credit institutions |
D (VND) |
|||
|
b) End-of-period balance of short-term borrowings and financial leases |
D (VND) |
|||
|
3. Short-term Foreign Borrowings and Financial Leases |
|
D (VND) |
||
|
a) Short-term borrowings from credit institutions |
D (VND) |
|||
|
b) End-of-period balance of other short-term borrowings and financial leases |
D (VND) |
|||
|
4. Long-term Domestic Borrowings and Financial Leases |
|
D (VND) |
||
|
a) Long-term borrowings from commercial banks, other financial institutions |
D (VND) |
|||
|
b) Issuance of bonds (excluding convertible bonds) |
D (VND) |
|||
|
c) Long-term domestic financial leasing |
D (VND) |
|||
|
d) Other long-term domestic borrowings |
D (VND) |
|||
|
5. Long-term Foreign Borrowings and Financial Leases |
|
D (VND) |
||
|
a) Recycled ODA loans from the government |
D (VND) |
|||
|
b) Foreign borrowings guaranteed by the government |
D (VND) |
|||
|
c) Foreign borrowings on a self-borrowing, self-repayment basis |
D (VND) |
|||
|
d) Issuance of bonds (excluding convertible bonds) |
D (VND) |
|||
|
e) Remaining foreign borrowings |
D (VND) |
|||
|
6. Overdue Payables |
|
D (VND) |
||
|
7. Taxes and other liabilities carried forward from the previous year |
||||
|
8. Registered Capital |
|
D (VND) |
||
|
9. Taxes and other liabilities payable to the State Budget |
|
P (VND) |
||
|
a) Payment to the State Budget from domestic business operations |
P (VND) |
|||
|
b) Payment to the State Budget from import/export business operations |
P (VND) |
|||
|
c) Dividends, remaining profits payable to the State Budget |
P (VND) |
|||
|
10. Taxes and other liabilities paid to the State Budget |
|
P (VND) |
||
|
- Profits paid to the State Budget |
P (VND) |
|||
|
11. Taxes and other liabilities payable to the State Budget carried forward to the next year |
|
D (VND) |
||
|
12. Total wage fund |
|
P (VND) |
||
|
13. Average number of employees (persons) |
|
P (persons) |
||
|
14. Average annual salary per person |
|
P (VND) |
Note:
This report is outside the financial statements of the entity. Enterprises shall base the data on their accounting records to enter the data into the form.
|
..., day ..., month ..., year .... |
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